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UNITED STATES
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): March 6, 1998
PAXSON COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-13452 59-3212788
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(State or other (Commission IRS Employer
jurisdiction of File Number) Identification No.
incorporation)
601 Clearwater Park Road, West Palm Beach, Florida 33401-6233
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (561) 659-4122
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N/A
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 6, 1998, a wholly-owned subsidiary of the Registrant acquired
certain of the assets of the WPXN-TV (formerly WBIS-TV), serving the New York,
New York market, pursuant to an Asset Purchase Agreement between the Registrant
and ITT-Dow Jones Television, ITT Corporation and Dow Jones & Company, dated May
12, 1997. The assets acquired primarily included the Federal Communications
Commission license for WPXN-TV, certain limited amounts of equipment, furniture
and furnishings and a leasehold interest in the real property upon which the
television station's transmission tower and related transmission equipment is
located. The Registrant did not purchase the television station's goodwill,
"call letters" (WBIS), accounts receivable, cash and cash equivalents, leased
properties and leasehold improvements (other than with respect to the
aforementioned transmitter site and a portion of the station's facilities used
on a temporary basis until all of the Registrant's operations for its operation
of WPXN are consolidated at a separate facility), intellectual property
(including trademarks, trade names, service marks and copyright), furniture,
furnishings, computers, personnel records or other assets not expressly included
in the limited specific assets purchased by the Registrant. Other than certain
specific limited liabilities associated with the specific assets acquired, the
Registrant did not assume any liabilities relating to the television station,
other than certain agreements relating to certain cable carriage with respect to
the station and certain cable systems. The Registrant's subsidiary intends to
use certain of the acquired assets in the Registrant's proprietary television
service known as "inTV," which currently broadcasts long form paid programming,
consisting primarily of infomercials. The Registrant began operating the station
pursuant to a time brokerage agreement on June 30, 1997.
The aggregate purchase price for the above assets acquisition was approximately
$257.5 million, which was consummated using the Registrant's available cash on
hand at the time of closing.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The Registrant is currently evaluating whether any financial
statements are required to be filed with respect to the assets
acquired by the Registrant referenced in Item 2. above. It is
currently impracticable to provide any financial statements
that may be required to be filed with respect to such assets.
If the Registrant determines that any such financial
statements may be required to be filed, the Registrant
currently expects that it would file such financial statements
when they are available.
(b) Pro Forma Financial Information.
The Registrant is currently evaluating whether any pro forma
financial information is required to be filed with respect to
the assets acquired by the Registrant referenced in Item 2.
above. It is currently impracticable to provide any pro forma
financial information that may be required to be filed with
respect to such assets. If the Registrant determines that any
such pro forma financial information is required to be filed,
the Registrant currently expects that it would file such
financial statements when they are available.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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2.1 Asset purchase agreement, dated as of May 12, 1997 by and
between the Registrant, Paxson Communications of New York City,
ITT-Dow Jones Television, ITT Corporation and Dow Jones &
Company for Television Station WBIS(TV), New York City, New
York (filed as exhibit 10.167 with the Registrant's Quarterly
Report on Form 10-Q dated March 31, 1997)
2.2 Time Brokerage Agreement, dated May 1997, by and between
ITT-Dow Jones Television and Paxson Communications of New
York-31, Inc. for Television Station WBIS(TV), New York
City, New York (filed as exhibit 10.167.1 with the Registrant's
Quarterly Report on Form 10-Q dated March 31, 1997)
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SIGNATURES
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.
PAXSON COMMUNICATIONS
CORPORATION
(Registrant)
By: /s/ ARTHUR D. TEK
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Arthur D. Tek,
Vice President, Chief
Financial Officer, Director
Date: March 6, 1998
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