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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 30, 1999
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BENEDEK BROADCASTING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 33-78792 13-2982954
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation or Organization)
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100 PARK AVENUE
ROCKFORD, IL 61101
(Address of Principal Executive Offices) (Zip Code)
Telephone Number, Including Area Code (815) 987-5350
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ITEM 5. OTHER EVENTS.
On April 30, 1999, the Registrant announced its intention to amend its
previously announced tender offer and consent solicitation for any and all of
the $135 million in outstanding principal amount of its 11 7/8% Senior Secured
Notes due 2005. Additional information about developments concerning the tender
offer and consent solicitation are incorporated herein by this reference to the
press release dated April 30, 1999 and filed herewith as Exhibit 99.1
On May 3, 1999, the Registrant announced that all of the $135 million
in outstanding principal amount of its 11 7/8% Senior Secured Notes due 2005 had
been tendered in respect to the Registrant's previously announced tender offer
for such securities. The Registrant also announced that it had completed the
swap transaction with The Ackerly Group, Inc., of Seattle, WA with respect to
the swap of assets of KCOY-TV, the Registrant's station serving Santa Maria, CA,
for the assets of KKTV the Ackerly station serving Colorado Springs, CO.
Additional information concerning the tender offer and the swap transaction are
incorporated herein by this reference to the press release dated May 3, 1999 and
filed herewith as Exhibit 99.2.
On May 13, 1999, the Registrant announced the Total Consideration and
the Offer Price with respect to the previously announced tender offer and
consent solicitation for any and all of the $135 million in outstanding
principal amount of its 11 7/8% Senior Secured Notes due 2005. Additional
information concerning the tender offer and consent solicitation are
incorporated by reference to the press release dated May 13, 1999 and filed
herewith as Exhibit 99.3.
On May 20, 1999, the Registrant announced that it completed its
previously announced tender offer and consent solicitation for its $135 million
in outstanding principal amount of its 11 7/8% Senior Secured Notes due 2005.
Additional information concerning the tender offer and consent solicitation are
incorporated herein by this reference to the press release dated May 20, 1999
and filed herewith as Exhibit 99.4.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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99.1 Press release dated April 30, 1999.
99.2 Press release dated May 3, 1999.
99.3 Press release dated May 13, 1999.
99.4 Press release dated May 20, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BENEDEK BROADCASTING CORPORATION
July 8, 1999 By: /s/ Ronald L. Lindwall
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Name: Ronald L. Lindwall
Title: Senior Vice President-Finance
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
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99.1 Press release dated April 30, 1999.
99.2 Press release dated May 3, 1999.
99.3 Press release dated May 13, 1999.
99.4 Press release dated May 20, 1999.
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EXHIBIT 99.1
BENEDEK BROADCASTING CORPORATION
100 Park Avenue
Rockford, Illinois 61101
CONTACT: Ron Lindwall, Chief Financial Officer
(815) 987-5350
BENEDEK BROADCASTING ANNOUNCES AMENDMENT TO TENDER OFFER AND
CONSENT SOLICITATION FOR 11 7/8% SENIOR SECURED NOTES DUE 2005
April 30, 1999 -- Rockford, Illinois: Benedek Broadcasting Corporation
announced today an amendment to its previously announced tender offer and
consent solicitation for any and all of the $135 million in outstanding
principal amount of its 11 7/8% Senior Secured Notes due 2005. As amended, the
consent payment will be increased to $30.00 per $1,000 principal amount of Notes
from $20.00 per $1,000 principal amount of Notes. However, the total
consideration for each Note (the consent payment plus the offer price for the
Notes) will remain the same as in the Company's original offer.
The consent solicitation is to eliminate substantially all of the
restrictive provisions and covenants and certain default provisions in the
indenture under which the Notes were issued, other than the covenants to pay
interest on the principal of the Notes and the related default provisions. The
consent payment will be made only to holders of Notes who tender their Notes and
give their consent at or prior to the Consent Date which remains 5:00 p.m.,
Eastern Daylight Savings Time, on May 3, 1999, unless otherwise extended.
The offer will still expire at 5:00 p.m., Eastern Daylight Savings
Time, on May 17, 1999, unless otherwise extended (the "Expiration Date").
Tendered notes may be withdrawn and related consents may be revoked at any time
on or prior to 5:00 p.m., Eastern Daylight Savings Time, on May 14, 1999.
The total consideration for each $1,000 principal amount of Notes
tendered pursuant to the offer remains the price equal to the present value of
the redemption price of such Note on March 1, 2000, the earliest redemption
date, and of the semi-annual interest payments that would have been payable
through the earliest redemption date, discounted to the date of payment at a
yield equal to the sum of (x) the yield on the 5 1/2% U.S. Treasury Note due
February 29, 2000 (such yield to be calculated by the Dealer Manager and
Solicitation Agent in accordance with standard market practice on the second
business day immediately preceding the Expiration Date) and (y) 50 basis points.
The offer price will be this total consideration minus $30.00, which is the
revised consent payment.
The offer remains subject to the conditions described in the Company's
Offer to Purchase dated April 16, 1999.
This news release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The offer is only made by the tender offer and
consent solicitation documents. Questions concerning the terms of the tender
offers or solicitations may be directed to TD Securities (USA), Inc., the Dealer
Manager and Solicitation Agent, at (212) 827-7454; contact Ethan S. Buyon.
Questions concerning the procedures for tendering notes or requests for the
offering documents or letters of transmittal may be directed to the Dealer
Manager and Solicitation Agent.
99-1
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EXHIBIT 99.2
BENEDEK BROADCASTING CORPORATION
100 Park Avenue
Rockford, Illinois 61101
CONTACT: Ron Lindwall, Chief Financial Officer
(815) 987-5350
BENEDEK BROADCASTING ANNOUNCES 100% RESPONSE TO ITS TENDER OFFER AND
CONSENT SOLICITATION FOR 11 7/8% SENIOR SECURED NOTES DUE 2005
COMPLETION OF STATION SWAP FOR KKTV IN COLORADO SPRINGS
May 3, 1999 -- Rockford, Illinois: Benedek Broadcasting Corporation
announced today that all of the $135 million in outstanding principal amount of
its 11 7/8% Senior Secured Notes due 2005 had been tendered in response to the
Company's previously announced tender offer. All of the holders of the Notes
also consented to the elimination of substantially all of the restrictive
provisions and covenants and certain default provisions in the indenture under
which the Notes were issued (other than the covenants to pay interest on the
principal of the Notes and the related default provisions). The anticipated date
for completion of the tender offer is May 17, 1999 and the anticipated payment
date for the offer price and consent payment is May 20, 1999.
The offer remains subject to the conditions described in the Company's
Offer to Purchase dated April 16, 1999, including the availability of financing.
As previously announced, the Company has obtained a commitment from TD
Securities (USA) Inc., subject to certain customary conditions, to arrange
through its affiliate, Toronto Dominion (Texas), Inc., for bank facilities
which, if completed, will provide sufficient financing for the purchase of the
Notes. The bank facilities will provide the Company with an aggregate of $425
million in availability for the tender offer, for the refinancing of the
Company's existing bank debt and for other purposes, including the acquisition
of other outstanding securities of the Company and its parent company, Benedek
Communications Corp., and the acquisition of other broadcast properties subject
to compliance with covenant requirements.
The Company also announced that it has completed the swap transaction
with The Ackerley Group, Inc. of Seattle, WA to swap the assets of KCOY-TV in
Santa Maria, CA for those of KKTV, the Ackerley station in Colorado Springs, CO.
The swap also included additional cash consideration payable by Benedek
Broadcasting. KKTV, Channel 11, is a CBS affiliate and the dominant station in
the nation's 94th largest market. The station broadcasts the market's top-rated
local news, "Oprah Winfrey", "Wheel of Fortune", "Jeopardy", and is home to the
NFL's Denver Broncos.
This news release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The offer is only made by the tender offer and
consent solicitation documents. Questions concerning the terms of the tender
offers or solicitations may be directed to TD Securities (USA), Inc., the Dealer
Manager and Solicitation Agent, at (212) 827-7454; contact Ethan S. Buyon.
Questions concerning the procedures for tendering notes or requests for the
offering documents or letters of transmittal may be directed to the Dealer
Manager and Solicitation Agent.
99-2
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EXHIBIT 99.3
BENEDEK BROADCASTING CORPORATION
100 Park Avenue
Rockford, Illinois 61101
CONTACT: Ron Lindwall, Chief Financial Officer
(815) 987-5350
BENEDEK BROADCASTING ANNOUNCES TOTAL CONSIDERATION/OFFER PRICE FOR
THE TENDER OFFER & CONSENT SOLICITATION FOR ITS 11 7/8% SENIOR SECURED
NOTES DUE 2005
May 13, 1999 -- Rockford, Illinois: Benedek Broadcasting Corporation
announced today the Total Consideration and the Offer Price, as calculated by TD
Securities (USA) Inc., the Dealer Manager and Solicitation Agent, pursuant to
the Company's previously announced tender offer and consent solicitation for any
and all of the $135 million in outstanding principal amount of its 11 7/8%
Senior Secured Notes due 2005. The Total Consideration per $1,000 principal
amount of Notes is $1,105.78, consisting of the Offer Price per $1,000 principal
amount of Notes of $1,075.78 and a consent payment of $30.00 per $1,000
principal amount of Notes. The anticipated payment date for the Offer Price
and Consent Payment is May 20, 1999. Accrued interest as of the anticipated
payment date will be $26.06 per $1,000 principal amount of Notes.
This news release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The offer is only made by the tender offer and
consent solicitation documents. Questions concerning the terms of the tender
offer or solicitation may be directed to TD Securities (USA), Inc., the Dealer
Manager and Solicitation Agent, at (212) 827-7454; contact Ethan S. Buyon.
Questions concerning the procedures for tendering notes or requests for the
offering documents or letters of transmittal may be directed to the Dealer
Manager and Solicitation Agent.
99-3
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EXHIBIT 99.4
BENEDEK BROADCASTING CORPORATION
100 Park Avenue
Rockford, Illinois 61101
CONTACT: Ron Lindwall, Chief Financial Officer
(815) 987-5350
BENEDEK BROADCASTING ANNOUNCES COMPLETION OF TENDER OFFER FOR ITS
11 7/8% SENIOR SECURED NOTES DUE 2005
May 20, 1999 -- Rockford, Illinois: Benedek Broadcasting Corporation
announced today that it has completed its previously announced tender offer and
consent solicitation for its outstanding $135,000,000 of 11 7/8% Senior Secured
Notes due 2005. Pursuant to the offer, the Company purchased all of the
outstanding Notes. The offer was financed through a new senior credit facility
in the aggregate amount of $310,000,000 which also refinanced the Company's
existing credit agreement. The new credit facility was arranged by TD Securities
(USA) Inc. through its affiliate, Toronto Dominion (Texas), Inc.
99-4
