0000743530-95-000034.txt : 19950925 0000743530-95-000034.hdr.sgml : 19950925 ACCESSION NUMBER: 0000743530-95-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950829 ITEM INFORMATION: Other events FILED AS OF DATE: 19950920 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEE ENTERPRISES INC CENTRAL INDEX KEY: 0000058361 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 420823980 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06227 FILM NUMBER: 95574908 BUSINESS ADDRESS: STREET 1: 400 PUTNAM BLDG STREET 2: 215 N MAIN ST CITY: DAVENPORT STATE: IA ZIP: 52801 BUSINESS PHONE: 3193832100 MAIL ADDRESS: STREET 1: 400 PUTNAM BUILDING STREET 2: 215 N. MAIN STREET CITY: DAVENPORT STATE: IA ZIP: 52801 8-K 1 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: August 29, 1995 LEE ENTERPRISES, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-6227 42-0823980 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 215 N. Main Street, Davenport, Iowa 52801-1924 (Address of principal executive offices) Zip Code (319) 383-2100 (Registrant's telephone number, including area code) Item 5. Other Events. On August 29, 1995, the Registrant acquired all of the outstanding common and preferred stock of SJL of Kansas Corp., a Kansas corporation ("SJL"). SJL owns and operates, directly or through wholly- owned subsidiaries, television stations KSNW Channel 3, Wichita, Kansas; KSNT, Channel 27, Topeka, Kansas; KSNC, Channel 2, Great Bend, Kansas; KSNG, Channel 11, Garden City, KS; and KSNK, Channel 8, Oberlin, KS. The transaction was effected by means of a reverse triangular merger of SJLK Acquisition Corp., a newly- formed Kansas corporation and wholly-owned subsidiary of the Registrant ("SJLK"), into SJL pursuant to an Acquisition Agreement entered into by and among the Registrant, SJLK, SJL and each stockholder of SJL executing a counterpart of the Acquisition Agreement on March 6, 1995. At the effective time of the merger on August 29, 1995, all of the outstanding common and preferred stock of SJL was cancelled in exchange for payment of $48,750,000 plus adjusted working capital (as defined in the Acquisition Agreement) of approximately $2,472,000 to the stockholders of SJL. After the issuance of new common stock to Registrant, it became the sole shareholder of SJL. SJL is not a significant subsidiary of the Registrant. Acquisition of the stock of SJL was approved by the Federal Communications Commission, pursuant to its authority under the Federal Communications Act of 1934, as amended, on June 27, 1995. The Registrant and Norwest Bank Iowa, National Association, pursuant to a Non-Revolving Committed Credit Line, and Firstar Bank Milwaukee, N.A., pursuant to a Multiple Advanced Term Loan, provided the funds to finance the purchase price paid to the stockholders of SJL. 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. LEE ENTERPRISES, INCORPORATED (Registrant) By /s/G. Christopher Wahlig G. Christopher Wahlig Chief Accounting Officer Dated: September 18, 1995