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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 16, 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 (Commission File Number) (I.R.S. Employer
Jurisdiction of 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 16, 1999, the Registrant announced its intention to commence a
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 filed herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99 Press release, dated April 16, 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
April 16, 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
EXHIBIT DESCRIPTION
99 Press release, dated April 16, 1999
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EXHIBIT 99
BENEDEK BROADCASTING CORPORATION
100 Park Avenue
Rockford, Illinois 61101
CONTACT: Ron Lindwall, Chief Financial Officer
(815) 987-5350
BENEDEK BROADCASTING ANNOUNCES TENDER OFFER AND CONSENT SOLICITATION FOR 11 7/8%
SENIOR SECURED NOTES DUE 2005
April 16, 1999: Benedek Broadcasting Corporation announced today the
commencement of a 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 for each $1,000 principal amount of Notes
tendered pursuant to the offer will be the price equal to the present value of
the redemption price of such Note on March 1, 2000, the earliest stated
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 (the "Reference Treasury Security") (such yield to be
calculated by the Dealer Manager 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 $20.00,
which is the consent payment. The Company will pay accrued and unpaid interest
on the purchased Notes up to, but not including, the payment date, which is
scheduled to be no later than three business days after the expiration date.
Based on a recent price for the Reference Treasury Security, the amount payable,
including the consent payment, would be approximately $1,107.86 per $1,000
principal amount of Notes, plus accrued and unpaid interest through the expected
date of payment.
In conjunction with the offer, Benedek Broadcasting Corporation is
soliciting consents 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. Holders who tender their Notes in
the offer are required to consent to the proposed amendments to the indenture.
The consent payment will be paid only to holders of Notes who tender their Notes
and give their consent at or prior to 5:00 p.m., Eastern Daylight Savings Time,
on May 3, 1999, unless otherwise extended (the "Consent Date"). The offer will
expire at 5:00 p.m., Eastern Daylight Savings Time, on May 17, 1999, unless
otherwise extended. 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
the Consent Date.
The offer is conditioned on, among other things, (i) there having been
validly tendered and not withdrawn a majority of the outstanding principal
amount of the Notes, (ii) the receipt of consents from a majority of the
outstanding principal amount of the Notes to the proposed amendments and the
execution of a supplemental indenture to that effect, and (iii) satisfaction of
all conditions to the availability of bank financing and the receipt by the
Company of sufficient funds thereunder to pay for all tendered Notes. The
Company has obtained a commitment from TD Securities (USA) Inc., subject to
certain customary
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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 availability of advances under the bank
facilities will be subject to the fulfillment by the Company and its affiliates
of certain conditions customary for financing of this type.
The Company owns 23 network affiliated television stations in small to
medium-sized markets throughout the United States.
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.
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