8-K 1 0001.txt CURRENT REPORT 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 September 1, 2000 Commission File No. 333-76649 (Date of earliest event reported) SALEM COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 77-0121400 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4880 SANTA ROSA ROAD, SUITE 300 CAMARILLO, CALIFORNIA 93012 (Address of principal executive offices) (805) 987-0400 Registrant's telephone number, including area code ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 1, 2000, Salem Communications Corporation, (the "Company"), completed its asset exchange with Cox Radio, Inc. to exchange the assets of radio station KKHT-FM (Houston, Texas) for the assets of radio stations WALR-FM (Atlanta, Georgia), KLUP-AM (San Antonio, Texas) and WSUN-AM (Tampa, Florida). The acquired assets consist principally of FCC licenses and tangible assets used in the radio broadcasting business. The Company did not acquire the format or intellectual property of WALR-FM or WSUN-AM. The parties have estimated the value of assets exchanged by each party to be approximately $80 million. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Since the substantial portion of the assets acquired relate to WALR-FM and the Company did not acquire the related format or intellectual property, historical financial statements would not be meaningful to readers of this report. (b) Pro Forma Financial Information. At the time of this report on Form 8-K, it is not practical to provide the pro forma financial information required by Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, pro forma financial information reflecting the disposition of KKHT-FM and the acquisition of assets will be filed within 60 days of the due date of this filing by an amendment to this report on Form 8-K/A. Since the substantial portion of the assets acquired relate to WALR-FM and the Company did not acquire the related format or intellectual property, a pro forma statement of operations reflecting the acquisition would not be meaningful to readers of this report. (c) Exhibits. EXHIBITS 10.08.06* Asset Exchange Agreement dated as of May 31, 2000 by and among Salem; South Texas Broadcasting, Inc.; Cox Radio, Inc.; and CXR Holdings, Inc. (WALR-FM, Athens, GA; WSUN-AM, Plant City, FL, KLUP-AM, Terrell Hills, TX, KKHT-FM, Conroe, TX). * Incorporated by reference to the exhibit of the same number of the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2000. 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 thereunto duly authorized. SALEM COMMUNICATIONS CORPORATION Date: September 18, 2000 By: /s/ EDWARD G. ATSINGER III -------------------------------------- Edward G. Atsinger III President and Chief Executive Officer Date: September 18, 2000 By: /s/ EILEEN E. HILL -------------------------------------- Eileen E. Hill Vice President Financial Planning and Analysis (Principal Financial Officer)