8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 28, 2012

(Exact name of Registrant as specified in its charter)

Delaware	1-9824	52-2080478
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2100 Q Street

Sacramento, CA 95816

(Address of principal executive offices) (Zip Code)

(916) 321-1846
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

On December 3, 2012, The McClatchy Company, a Delaware corporation (the “Company”), entered into a purchase agreement (the “Purchase Agreement”) by and among the Company, certain of the Company’s subsidiaries (the “Guarantors”) and the initial purchasers named therein (the “Initial Purchasers”), pursuant to which the Company has agreed to issue and sell, and the Initial Purchasers have agreed to purchase, $910,000,000 aggregate principal amount of 9.00% Senior Secured Notes due 2022 (the “Notes”) in a private placement to qualified institutional buyers in the United States in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

The Notes will bear interest at an annual rate equal to 9.00%. The offering of the Notes is expected to close on December 18, 2012, subject to satisfaction of customary closing conditions.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and its guarantor subsidiaries, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities.

Certain of the Initial Purchasers or their Affiliates are lenders and/or agents under the Company’s existing senior secured credit agreement and will be lenders and/or agents under the company’s amended and restated senior secured credit agreement.  In addition, certain of the Initial Purchasers are acting as dealer managers and solicitation agents for the Company’s Offer (as defined below) and/or may from time to time hold long or short positions in the notes subject to the Offer for their own account or for the accounts of customers, and as a result, may elect to participate in the Offer for their own accounts or for the accounts of customers and in connection therewith may receive a portion of the proceeds of the offering of the Notes.

The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company will file with its Annual Report on Form 10-K for the fiscal year ending December 30, 2012.

Item 8.01.Other Events.

On November 28, 2012, the Company issued a press release announcing its intention to offer $750 million aggregate principal amount of senior secured notes due 2022 (the “Senior Secured Debt”).  A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On November 28, 2012, the Company issued a press release announcing that it commenced a tender offer (the “Offer to the Purchase”) for up to $700 million of its 11.50% Senior Secured Notes due 2017 (the “2017 Notes”), of which approximately $846 million aggregate principal amount is outstanding.  In connection with the tender offer for the Company’s 2017 Notes, the Company commenced soliciting consents (the “Consent Solicitation,” and together with the Offer to Purchase, the “Offer”) to proposed amendments that would, among other things, amend certain of the restrictive covenants in the indenture for the 2017 Notes to substantially conform the terms of the 2017 Notes to the terms of the Senior Secured Debt (other than as to maturity, interest rate, redemption prices, redemption dates and similar pricing terms), allow the Company to grant a lien on its assets to secure the Senior Secured Debt that would rank pari passu with the lien securing the 2017 Notes, allow certain other debt to have a prior right to proceeds from the collateral securing the 2017 Notes and the Senior Secured Debt pursuant to a new intercreditor agreement.  A copy of the press release is attached as Exhibit 99.2 hereto and incorporated herein by reference.

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On December 3, 2012, the Company issued a press release announcing the pricing of $910 million aggregate principal amount of Senior Secured Debt.  A copy of this press release is attached as Exhibit 99.3 hereto and incorporated herein by reference.

On December 3, 2012, the Company issued a press release announcing that it has amended and restated its previously announced Offer.  The Company is offering to purchase for cash any and all of the $846 million in aggregate principal amount of outstanding 2017 Notes.  In connection with the amended and restated Offer, the Company amended the Consent Solicitation to solicit consents to proposed amendments that would, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the 2017 Notes and also release all of the collateral securing the 2017 Notes from the liens created pursuant to the collateral documents entered into in connection with the indenture governing the 2017 Notes.  A copy of the press release is attached as Exhibit 99.4 hereto and incorporated herein by reference.

Item 9.01.             Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 28, 2012, announcing the proposed offering of senior secured notes.
99.2	Press Release dated November 28, 2012, announcing tender offer and consent solicitation.
99.3	Press Release dated December 3, 2012, announcing pricing of offering of senior secured notes.
99.4	Press Release dated December 3, 2012, announcing amendment of tender offer and consent solicitation.

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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.

December 5, 2012	By:	/s/ Karole Morgan-Prager
		Karole Morgan-Prager
		Vice President, Corporate Development, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated November 28, 2012, announcing the proposed offering of senior secured notes.
99.2	Press Release dated November 28, 2012, announcing tender offer and consent solicitation.
99.3	Press Release dated December 3, 2012, announcing pricing of offering of senior secured notes.
99.4	Press Release dated December 3, 2012, announcing amendment of tender offer and consent solicitation.

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EX-99.1

Exhibit 99.1

Contact: Investor Relations: Ryan Kimball 916-321-1849 rkimball@mcclatchy.com

McCLATCHY PROPOSES TO OFFER
$750 MILLION OF SENIOR SECURED NOTES DUE 2022

SACRAMENTO, Calif., Nov. 28, 2012 — The McClatchy Company (NYSE: MNI) (“McClatchy”) today announced that it proposes to offer $750 million aggregate principal amount of senior secured notes, subject to market and other conditions.  The notes would be due in 2022 and are to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

The notes will be senior obligations of McClatchy and will be guaranteed by each of McClatchy’s material domestic subsidiaries and certain other subsidiaries that guarantee indebtedness under McClatchy’s credit agreement.  The notes and guarantees will be secured by a first-priority lien on certain of McClatchy’s and the subsidiary guarantors’ assets and will rank pari passu with liens granted under McClatchy’s credit agreement and McClatchy’s 11.50% Senior Secured Notes due 2017 (the “2017 Notes”).  However, the proceeds of any collection or other realization of collateral received in connection with the exercise of remedies will be applied first to repay amounts due under McClatchy’s revolving credit facility and certain “superpriority” obligations that McClatchy may incur in the future, before the holders of the notes receive such proceeds.  Interest will be payable semi-annually.  The interest rate, offering price and other terms will be determined at the time of pricing of the offering.

McClatchy intends to use the net proceeds of the offering, together with funds available under the Company’s amended credit facility and cash on hand, to fund its cash tender offer for up to $700 million aggregate principal amount of the 2017 Notes.  The closing of the offering of the notes is conditioned upon receiving the requisite consents in the consent solicitation.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the foregoing notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

EX-99.2

Exhibit 99.2

Contact: Investor Relations: Ryan Kimball 916-321-1849 rkimball@mcclatchy.com

McCLATCHY ANNOUNCES DEBT TENDER OFFER

AND CONSENT SOLICITATION

SACRAMENTO, Calif., Nov. 28, 2012 — The McClatchy Company (NYSE-MNI) (“McClatchy” or the “Company”) announced today that it has commenced an offer to purchase for cash (the “Offer”) up to $700 million (the “Tender Cap”) of its outstanding 11.50% senior secured notes due 2017 (the “Notes”) and solicitation of consents relating to its outstanding Notes. The terms and conditions of the Offer are set forth in the Offer to Purchase and Consent Solicitation Statement dated November 28, 2012 (the “Offer to Purchase”) and the related Consent and Letter of Transmittal (the “Letter of Transmittal”). The consideration offered for the Notes subject to the Offer is set forth in the following table:

Title of Security	CUSIP Number	Principal Amount Outstanding		Tender Cap		Tender Offer Consideration		Early Tender Payment		Total Consideration
11.50% Senior Secured Notes due 2017	579489AE5	$	846,000,000	$	700,000,000	$	1,073.40	$	30.00	$	1,103.40

Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time on December 11, 2012 (the “Early Tender Date”) and who have validly delivered (and not validly revoked) consents to the proposed amendments (as described below) on or prior to the Early Tender Date will receive the amount set forth in the table above under the heading “Total Consideration” for each $1,000 principal amount of Notes tendered, which includes an early tender payment of $30 per $1,000 principal amount of Notes.  Holders of the Notes that are validly tendered (and not validly withdrawn) after the Early Tender Date and on or prior to the Expiration Date (as defined below) will receive the amount set forth in the table above under the heading “Tender Offer Consideration” for each $1,000 principal amount of Notes tendered, subject to proration under the terms of the Offer to Purchase. In addition to the Total Consideration or Tender Offer Consideration, as the case may be, payable in respect of Notes accepted for purchase, Holders of Notes accepted for purchase will receive accrued and unpaid interest on their purchased Notes from the last interest payment date to, but not including, the date of payment for purchased Notes.  The Offer is scheduled to expire at 11:59 p.m., New York City time, on December 26, 2012, unless extended (the “Expiration Date”).  The principal amount of the Notes purchased in the Offer from any individual Holder may be prorated (including in connection with an early settlement) as set forth in the Offer to Purchase.

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In conjunction with the Offer, the Company is soliciting (the “Consent Solicitation”) from registered holders of Notes consents (the “Consents”) to proposed amendments to the indenture pursuant to which the Notes were issued. If the consents of at least two-thirds in aggregate principal amount of outstanding Notes (the “Requisite Consents”) are obtained in the Consent Solicitation in accordance with the provisions of the Offer on or prior to the Early Tender Date and the proposed amendments become operative, the proposed amendments would, among other things, amend certain of the restrictive covenants in the Indenture for the Notes to substantially conform the terms of the Notes to the terms of the proposed offering of senior secured debt (as defined below)(other than as to maturity, interest rate, redemption prices, redemption dates and similar pricing terms), to allow the Company to grant a lien on its assets to secure the senior secured debt that will rank pari passu with the lien securing the Notes and to allow certain other debt to have a prior right to proceeds from the collateral securing the Notes and the senior secured debt pursuant to a new intercreditor agreement.

Notes validly tendered pursuant to the Offer may be validly withdrawn and consents validly submitted pursuant to the Offer may be validly revoked at any time at or prior to the earlier to occur of (a) 5:00 p.m., New York City time, on December 11, 2012 or (b) the date and time the Company, the guarantors of the Notes and the trustee for the Notes execute a supplemental indenture implementing the proposed amendments following receipt of the Requisite Consents (the “Withdrawal Date”), but not thereafter, and Notes tendered after the Withdrawal Date may not be withdrawn; provided, however, that if the Company reduces the principal amount of, or the consideration for, Notes subject to the Offer or is otherwise required by law to permit withdrawals and revocations, then previously tendered Notes and submitted Consents may be validly withdrawn and revoked to the extent required by law.  If the Offer is terminated, Notes tendered will promptly be returned to the tendering Holders.

The Offer is subject to the receipt on or prior to the Early Tender Date of the Requisite Consents and the entry into a supplemental indenture to effect the proposed amendments, as well as to the general conditions set forth in the Offer to Purchase (including obtaining the Requisite Consents) and a financing condition with respect to the Company having sufficient funds to pay for Notes tendered from the incurrence by the Company of first-lien senior secured indebtedness (the “Senior Secured Debt”) that, when taken together with funds available under the Company’s senior credit facility and cash on hand, is sufficient to consummate the Offer.

This press release is neither an offer to purchase, nor a solicitation for acceptance of the offer. The McClatchy Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal.

The complete terms and conditions of the Offer is set forth in the Offer to Purchase and Letter of Transmittal that is being sent to holders of Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-807-2200 (US toll-free) and 212-430-3774 (collect).

J.P. Morgan Securities LLC, BofA Merrill Lynch and Credit Suisse Securities (USA) LLC are the Dealer Managers and Consent Solicitation Agents for the Offer. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC at (800) 245-8812, BofA Merrill

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Lynch, Attention: Debt Advisory at (888) 292-0070 (toll-free) and (646) 855-3401 (collect) and Credit Suisse Securities (USA) LLC, Attention: Liability Management Group at (800) 820-1653 (toll-free) and (212) 538-7249 (collect).

About McClatchy:

The McClatchy Company is a leading media company, offering a wide array of print and digital news products in each of the markets it serves.  As the third largest newspaper company in the United States, McClatchy’s operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing, direct mail services and digital marketing solutions.  The company’s largest newspapers include The Miami Herald, The Sacramento Bee, Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer and The News & Observer in Raleigh, N.C.  McClatchy is listed on the New York Stock Exchange under the symbol MNI.

Additional Information:

This press release contains forward-looking statements, as defined under the federal securities laws.  These forward-looking statements include statements regarding the Company’s expectation regarding launching and completing (subject to the conditions in the tender offer) of its Offer for the notes.  These forward-looking statements are not guarantees and are subject to risks, uncertainties and assumptions that could cause the timing of the Offer to Purchase and other tender documents, as well as launching and completing the Offer, to differ materially and adversely from the timing expressed in the forward-looking statements in this press release.  Factors that could cause actual results to differ materially include risks and uncertainties, including but not limited to risks associated with the preparation of such tender offer documents and the failure to meet one or more specified conditions set forth in the Offer to Purchase for the Offer.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the Company’s expectations as of the date hereof.  The Company undertakes no obligation to update these forward-looking statements as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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EX-99.3

Exhibit 99.3

Contact: Investor Relations: Ryan Kimball 916-321-1849 rkimball@mcclatchy.com

McCLATCHY ANNOUNCES PRICING OF $910 MILLION

OF ITS 9.00%SENIOR SECURED NOTES DUE 2022

SACRAMENTO, CA, Dec. 3, 2012 — The McClatchy Company (NYSE: MNI) today announced that it has priced its offering of $910 million aggregate principal amount of its 9.00% Senior Secured Notes due 2022 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.  The aggregate principal amount of notes to be issued has been increased from the originally announced $750 million to $910 million.  The offering is expected to close on December 18, 2012, subject to satisfaction of customary closing conditions.

The notes will have an issue price of 100.00% and will be senior obligations of McClatchy and will be guaranteed by each of McClatchy’s material domestic and certain other subsidiaries that guarantee indebtedness under McClatchy’s credit agreement.  The notes and guarantees will be secured by a first-priority lien on certain of McClatchy’s and the subsidiary guarantors’ assets and will rank pari passu with liens granted under McClatchy’s credit agreement.  However, the proceeds of any collection or other realization of collateral received in connection with the exercise of remedies will be applied first to repay amounts due under McClatchy’s revolving credit facility and certain “superpriority” obligations that McClatchy may incur in the future, before the holders of the notes receive such proceeds.  Interest will be payable semi-annually at a rate of 9.00% per annum on December 15 and June 15 of each year, commencing on June 15, 2013.

McClatchy intends to use the net proceeds of the offering, together with borrowings under its credit agreement and cash on hand, to fund its cash tender offer for any and all of the approximately $846 million aggregate principal amount of its 11.50% Senior Secured Notes due 2017.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the foregoing notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

EX-99.4

Exhibit 99.4

Contact: Investor Relations: Ryan Kimball 916-321-1849 rkimball@mcclatchy.com

McCLATCHY AMENDS DEBT TENDER OFFER

AND CONSENT SOLICITATION

SACRAMENTO, Calif., Dec. 3, 2012 — The McClatchy Company (NYSE-MNI) (“McClatchy” or the “Company”) announced today that it has amended and restated its previously announced offer to purchase for cash (“Offer”) its outstanding 11.50% senior secured notes due 2017 (the “Notes”) and solicitation of consents (the “Consent Solicitation”) relating to its outstanding Notes to increase the amount the Company is offering to purchase in the Offer from up to $700 million aggregate principal amount of Notes to any and all outstanding Notes, and to amend the Consent Solicitation.  The terms and conditions of the Offer and Consent Solicitation are set forth in the Amended and Restated Offer to Purchase and Consent Solicitation Statement dated December 3, 2012 (the “Offer to Purchase”) and the related Amended and Restated Consent and Letter of Transmittal (the “Letter of Transmittal”). The consideration offered for the Notes subject to the Offer is set forth in the following table:

Title of Security	CUSIP Number	Principal Amount Outstanding		Tender Offer Consideration		Early Tender Payment		Total Consideration
11.50% Senior Secured Notes due 2017	579489AE5	$	846,000,000	$	1,073.40	$	30.00	$	1,103.40

Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time on December 11, 2012 (the “Early Tender Date”) and who have validly delivered (and not validly revoked) consents to the proposed amendments (as described below) on or prior to the Early Tender Date will receive the amount set forth in the table above under the heading “Total Consideration” for each $1,000 principal amount of Notes tendered, which includes an early tender payment of $30 per $1,000 principal amount of Notes.  Holders of the Notes that are validly tendered (and not validly withdrawn) after the Early Tender Date and on or prior to the Expiration Date (as defined below) will receive the amount set forth in the table above under the heading “Tender Offer Consideration” for each $1,000 principal amount of Notes tendered. In addition to the Total Consideration or Tender Offer Consideration, as the case may be, payable in respect of Notes accepted for purchase, holders will receive accrued and unpaid interest on their purchased Notes from the last interest payment date to, but not including, the date of payment for purchased Notes.  The Offer remains scheduled to expire at 11:59 p.m., New York City time, on December 26, 2012, unless extended (the “Expiration Date”).

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In conjunction with the Offer, the Company is soliciting consents from registered holders to proposed amendments to the indenture pursuant to which the Notes were issued.  If the consents of at least two-thirds in aggregate principal amount of outstanding Notes (the “Requisite Consents”) are obtained in the Consent Solicitation in accordance with the provisions of the Offer on or prior to the Early Tender Date and the proposed amendments become operative, the proposed amendments would, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes and also release all of the collateral securing the Notes from the liens created pursuant to the collateral documents entered into in connection with the indenture governing the Notes.

Notes validly tendered pursuant to the Offer may be validly withdrawn and consents validly submitted pursuant to the Offer may be validly revoked at any time at or prior to the earlier to occur of (a) 5:00 p.m., New York City time, on December 11, 2012 or (b) the date and time the Company, the guarantors of the Notes and the trustee for the Notes execute a supplemental indenture implementing the proposed amendments following receipt of the Requisite Consents (the “Withdrawal Date”), but not thereafter, and Notes tendered after the Withdrawal Date may not be withdrawn; provided, however, that if the Company reduces the principal amount of, or the consideration for, Notes subject to the Offer or is otherwise required by law to permit withdrawals and revocations, then previously tendered Notes and submitted consents may be validly withdrawn and revoked to the extent required by law.  If the Offer is terminated, Notes tendered will promptly be returned to the tendering holders.

The Offer is subject to the receipt on or prior to the Early Tender Date of the Requisite Consents and the entry into a supplemental indenture to effect the proposed amendments, as well as to the general conditions set forth in the Offer to Purchase (including obtaining the Requisite Consents) and a financing condition with respect to the Company having sufficient funds to pay for Notes tendered from the incurrence by the Company of first-lien senior secured indebtedness (the “Senior Secured Debt”) that, when taken together with funds available under the Company’s senior credit facility and cash on hand, is sufficient to consummate the Offer.

If the Requisite Consents are received on or prior to the Early Tender Date, on the early settlement date for the tendered Notes (which date is expected to be the closing date for the Senior Secured Debt), the Company will deliver a notice of redemption for any Notes not tendered in the Offer to redeem such Notes at a redemption price determined in accordance with the indenture governing the Notes (the “Redemption Price”).  If the Requisite Consents are not received on or before the Early Tender Date, the Company will terminate the Offer based on the failure to obtain the Requisite Consents, deliver a notice of redemption for all outstanding Notes to redeem such Notes at the Redemption Price and satisfy and discharge its obligations with respect to the Indenture, all in accordance with the Indenture for the Notes.

This press release is neither an offer to purchase, nor a solicitation for acceptance of the offer. The McClatchy Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal.

The complete terms and conditions of the Offer is set forth in the Offer to Purchase and Letter of Transmittal that is being sent to holders of Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase and

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Letter of Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-807-2200 (US toll-free) and 212-430-3774 (collect).

J.P. Morgan Securities LLC, BofA Merrill Lynch and Credit Suisse Securities (USA) LLC are the Dealer Managers and Consent Solicitation Agents for the Offer. Questions regarding the Offer may be directed to J.P. Morgan Securities LLC at (800) 245-8812, BofA Merrill Lynch, Attention: Debt Advisory at (888) 292-0070 (toll-free) and (646) 855-3401 (collect) and Credit Suisse Securities (USA) LLC, Attention: Liability Management Group at (800) 820-1653 (toll-free) and (212) 538-7249 (collect).

About McClatchy:

The McClatchy Company is a leading media company, offering a wide array of print and digital news products in each of the markets it serves.  As the third largest newspaper company in the United States, McClatchy’s operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing, direct mail services and digital marketing solutions.  The company’s largest newspapers include The Miami Herald, The Sacramento Bee, Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer and The News & Observer in Raleigh, N.C.  McClatchy is listed on the New York Stock Exchange under the symbol MNI.

Additional Information:

This press release contains forward-looking statements, as defined under the federal securities laws.  These forward-looking statements include statements regarding the Company’s expectation regarding completion (subject to the conditions in the tender offer) of its Offer for the Notes.  These forward-looking statements are not guarantees and are subject to risks, uncertainties and assumptions that could cause the timing of the Offer to Purchase and other tender documents, as well as completion of the Offer, to differ materially and adversely from the timing expressed in the forward-looking statements in this press release.  Factors that could cause actual results to differ materially include risks and uncertainties, including but not limited to risks associated with the preparation of such tender offer documents and the failure to meet one or more specified conditions set forth in the Offer to Purchase for the Offer.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the Company’s expectations as of the date hereof.  The Company undertakes no obligation to update these forward-looking statements as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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