-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GRe+pFdXKc/Wfz01a+RrF+a0m+m5DmVpqw5qiSeroYnceW78lSFq192D5ALUlhM7 +rCCz3/8kWWGJ5GJ+GDZbw== 0000811714-96-000005.txt : 19960221 0000811714-96-000005.hdr.sgml : 19960221 ACCESSION NUMBER: 0000811714-96-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960202 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960220 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSBORN COMMUNICATIONS CORP /DE/ CENTRAL INDEX KEY: 0000811714 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 061142367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16841 FILM NUMBER: 96523044 BUSINESS ADDRESS: STREET 1: 130 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036290905 MAIL ADDRESS: STREET 2: 130 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 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 (Date of earliest event reported): February 2, 1996 Osborn Communications Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-16841 06-1142367 (Commission File Number) (IRS Employer Identification No.) 130 Mason Street, Greenwich, Connecticut 06830 (Address of principal executive office) (Zip Code) Registrant's telephone number including area code: (203) 629-0905 (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. On February 2, 1996, the Registrant sold substantially all the assets of radio stations WNTQ-FM/WNDR-AM, Syracuse, New York to Pilot Communications L.L.C. for $12.5 million. The net proceeds were used to repay a portion of the Registrant's long-term debt. Item 5. Other Events. On December 21, 1995, the Registrant entered into an option agreement with Allbritton Communications Company ("Allbritton") for the sale of television station WJSU-TV, Anniston, Alabama. Under the terms of the option agreement, the Registrant received $10 million for an option which gives Allbritton the right to purchase substantially all the assets relating to the operations of the station for $2 million. In addition, the Registrant will receive up to $7 million upon receipt of the necessary approvals to relocate the station's broadcast transmitter to maximize broadcast coverage of the facility. Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Not applicable (b) Pro forma financial information. (1) Pro Forma Condensed Consolidated Balance Sheet (Unaudited) as of September 30, 1995 (2) Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the year ended December 31, 1994 (3) Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the nine months ended September 30, 1995 (4) Notes to Unaudited Pro Forma Financial Statements (c) Exhibits. The Asset Purchase Agreement between Pilot Communications of Syracuse, Inc. and Orange Communications, Inc. dated as of September 18, 1995, previously filed as Exhibit (a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 is incorporated herein by reference. 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. OSBORN COMMUNICATIONS CORPORATION (Registrant) Date: February 16, 1996 /s/ Thomas S. Douglas (Signature) Thomas S. Douglas Senior Vice President and Treasurer PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On February 2, 1996, the Registrant sold substantially all the assets of radio stations WNTQ-FM/WNDR-AM, Syracuse, New York to Pilot Communications L.L.C. for $12.5 million (the "Syracuse Disposition"). The net proceeds were used to repay a portion of the Registrant's long-term debt. On December 21, 1995, the Registrant entered into an option agreement with Allbritton Communications Company ("Allbritton") for the sale of television station WJSU-TV, Anniston, Alabama (the "Anniston Option"). Under the terms of the option agreement, the Registrant received $10 million for an option which gives Allbritton the right to purchase substantially all the assets relating to the operations of the station for $2 million. In addition, the Registrant will receive up to $7 million upon receipt of the the necessary approvals to relocate the station's broadcast transmitter to maximize broadcast coverage of the facility. The net proceeds were used to repay a portion of the Registrant's long-term debt. The Heritage Acquisition consists of the purchase from Heritage Broadcast Group, Inc. ("Heritage") in June 1994 of substantially all the assets of radio stations WWNC-AM/WKSF-FM, Asheville, North Carolina; WOLZ-FM, Ft. Myers, Florida; and WFKS-FM, Daytona Beach/Palatka, Florida for $20.0 million plus transaction costs and the purchase from Heritage in August 1994 of substantially all the assets of radio stations WAAX-AM/WQEN-FM, Gadsden, Alabama for $1.75 million plus transaction costs. The Atlantic City Acquisition consists of the purchase from Radio WAYV, Inc. in March 1994 of substantially all the assets of radio station WAYV-FM, Atlantic City, New Jersey for consideration of approximately $2.5 million. The CMIF Refinancing consists of the issuance of notes payable totalling $50.0 million to World Subordinated Debt Partners, L.P., an affiliate of Citicorp Mezzanine Investment Fund ("CMIF"). The proceeds were used to fund the Heritage Acquisition, repay the Registrant's existing long-term debt and for general corporate purposes. The accompanying pro forma condensed consolidated balance sheet at September 30, 1995 assumes that the Syracuse Disposition and Anniston Option were made as of September 30, 1995. The accompanying pro forma condensed consolidated statements of operations for the year ended December 31, 1994 assumes that the Syracuse Disposition, Anniston Option, Atlantic City Acquisition, Heritage Acquisition and CMIF Refinancing occurred as of January 1, 1994. The accompanying pro forma condensed consolidated statements of operations for the nine months ended September 30, 1995 assumes that the Syracuse Disposition and Anniston Option were made as of January 1, 1995. The pretax gains resulting from the Syracuse Disposition and Anniston Option are not reflected in the accompanying pro forma condensed consolidated statements of operations. In management's opinion, the accompanying pro forma financial information is not necessarily indicative of either future results of operations or the results that might have occurred if the foregoing transactions had been consummated on the indicated dates. OSBORN COMMUNICATIONS CORPORATION UNAUDITED PRO FORMA CONDENSED BALANCE SHEET September 30, 1995 Syracuse Pro Forma Historical Disposition Adjustments Pro Forma ASSETS Cash and cash equivalents $2,181,164 $2,181,164 Other current assets 8,041,672 (856,267) 7,185,405 Total current assets 10,222,836 (856,267) 9,366,569 Investment in affiliated companies 530,640 530,640 Property, plant and equipment, net 15,487,820 (911,104) 14,576,716 Intangible assets, net 41,423,105 (4,327,568) 37,095,537 Other noncurrent assets 124,561 124,561 Total assets $67,788,962 ($6,094,939) $61,694,023 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $7,015,072 $7,015,072 Long-term debt 44,500,000 (21,000,000)(a) 23,500,000 Deferred income taxes 2,185,047 2,185,047 Other noncurrent liabilities 280,927 280,927 Total liabilities 53,981,046 - 32,981,046 Common stock 52,764 52,764 Additional paid-in capital 39,694,601 39,694,601 Accumulated deficit (25,939,449) (6,094,939) 21,000,000(a) (11,034,388) Total stockholders' equity 13,807,916 (6,094,939) 28,712,977 Total liabilities and stockholders' equity $67,788,962 ($6,094,939) $61,694,023
See accompanying Notes to Unaudited Pro Forma Financial Statements OSBORN COMMUNICATIONS CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS for the year ended December 31, 1994 Atlantic City Syracuse Anniston and Heritage Pro Forma Historical Disposition Option Acquisitions Adjustments Pro Forma Net revenues $34,581,651 ($3,418,107) (3,863,331) $3,576,832 $30,877,045 Operating expenses excluding depreciation, amortization and corporate expenses 25,505,886 (2,284,078) (2,550,281) 2,708,898 23,380,425 Depreciation and amortization 5,285,280 (321,713) (454,552) 428,000 4,937,015 Corporate expenses 2,475,675 (22,227) - - 2,453,448 Operating income 1,314,810 (790,089) (858,498) 439,934 106,157 Other income 2,246,450 3,707 (4,585) 2,747 2,248,319 Interest expense 4,385,827 - - - (555,007)(b) 3,830,820 Income (loss) before income taxes (824,567) (786,382) (863,083) 442,681 (1,476,344) Provision for income taxes 289,220 - - - (25,000)(c) 264,220 Net income (loss) before extraordinary items ($1,113,787) ($786,382) ($863,083) $442,681 ($1,740,564)
See accompanying Notes to Unaudited Pro Forma Financial Statements OSBORN COMMUNICATIONS CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS for the nine months ended September 30, 1995 Syracuse Anniston Pro Forma Historical Disposition Option Adjustments Pro Forma Net revenues $28,802,257 ($2,341,721) (2,626,295) $23,834,241 Operating expenses excluding depreciation, amortization and corporate expenses 21,810,210 (1,673,855) (1,890,298) 18,246,057 Depreciation and amortization 4,315,622 (218,000) (243,000) 3,854,622 Corporate expenses 1,276,051 (587) - 1,275,464 Operating income 1,400,374 (449,279) (492,997) 458,098 Other income (expense) 1,975,009 (100) (5,184) 1,969,725 Interest expense 4,137,330 - - (1,660,913)(d) 2,476,417 Equity in loss of affiliated company (5,273) - - (5,273) Income (loss) before income taxes (767,220) (449,379) (498,181) (53,867) Provision for income taxes 298,154 - - (25,000)(c) 273,154 Net income (loss) before extraordinary items ($1,065,374) ($449,379) ($498,181) ($327,021)
See accompanying Notes to Unaudited Pro Forma Financial Statements Notes to Unaudited Pro Forma Financial Data (a) Represents repayment of long-term debt with the net proceeds of the Syracuse Disposition and Anniston Option. (b) Represents the reduction of interest expense resulting from the CMIF Refinancing, Heritage Acquisition and Atlantic City Acquisition, net of the repayment of long-term debt with the proceeds from the Syracuse Disposition and Anniston Option. (c) Represents reduction of state and local income taxes resulting from the Syracuse Disposition. (d) Represents reduction of interest expense resulting from the repayment of long-term debt with the net proceeds from the Syracuse Disposition and Anniston Option. -----END PRIVACY-ENHANCED MESSAGE-----