-----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, IK/mQDpUewDWd1nR1dyHdEfNDaWBDFQ2i0Gqq6tT4TNxF9lkyTVdoQ6fBiMvAHi4 la3UNnUU0qS215Y95RBN9g== /in/edgar/work/20000829/0000950152-00-006349/0000950152-00-006349.txt : 20000922 0000950152-00-006349.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950152-00-006349 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000824 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENT COMMUNICATIONS INC CENTRAL INDEX KEY: 0000913015 STANDARD INDUSTRIAL CLASSIFICATION: [4832 ] IRS NUMBER: 311492857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-46435 FILM NUMBER: 713002 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BOULEVARD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 6062920030 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD STREET 2: SUITE 180 CITY: COVINGTON STATE: KY ZIP: 41011 8-K 1 e8-k.txt REGENT COMMUNICATIONS, INC. 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) - August 24, 2000 REGENT COMMUNICATIONS, INC. (Exact name of registrant as specified in charter) DELAWARE 0-15392 31-1492857 (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 50 EAST RIVERCENTER BOULEVARD SUITE 180 COVINGTON, KENTUCKY 41011 (Address of principal executive offices) (606) 292-0030 (Registrant's telephone number, including area code) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 24, 2000, pursuant to the terms of an Asset Exchange Agreement dated as of March 12, 2000, as amended, we acquired from Clear Channel Broadcasting, Inc., Capstar Radio Operating Company and their related entities substantially all of the assets of four FM and two AM radio stations in Albany, New York and three FM and one AM radio stations in Grand Rapids, Michigan in exchange for substantially all of the assets of our five FM and three AM radio stations in the Mansfield, Ohio and Victorville, California markets and the payment by us of $80,465,000 in cash.
Stations Acquired Stations Disposed Of ----------------- -------------------- Albany, NY............ WQBJ(FM) Victorville, CA......... KZXY(FM) WQBK(FM) KATJ(FM) WABT(FM) KIXA(FM) WGNA(FM) KIXW(AM) WGNA(AM) KROY(AM) WTMM(AM) Grand Rapids, MI...... WLHT(FM) Mansfield, OH....... WYHT(FM) WGRD(FM) WSWR(FM) WTRV(FM) WMAN(AM) WNWZ(AM)
The sources for the cash portion of the purchase price paid by us were as follows: (a) borrowings in the amount of $44,000,000 under our Credit Agreement with Fleet National Bank, as Administrative Agent and Issuing Lender, GE Capital Commercial Finance, Inc., as Syndication Agent, Dresdner Bank AG, New York and Grand Cayman Branches, as Documentation Agent, and the several lenders party thereto; and (b) $36,465,000 of proceeds from our initial public offering of common stock completed on January 28, 2000 and cash from operations. The terms of this transaction were arrived at and agreed upon through arms' length negotiations between the parties. We intend to continue to use the assets acquired in a manner consistent with their use prior to their acquisition by us. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The Company is not filing the financial statements required by this Item 7(a) with this initial report. The Company intends to file such financial statements by amendment not later than 60 days after the date that the initial report on Form 8-K must be filed. (b) PRO FORMA FINANCIAL INFORMATION. The Company is not filing the pro forma financial information required by this Item 7(b) with this initial report. The Company intends to file such pro forma financial information by amendment not later than 60 days after the date that the initial report on Form 8-K must be filed. (c) EXHIBITS. The Exhibit Index following the signature page hereof constitutes a list of all Exhibits filed with or incorporated by reference in this Form 8-K. 3 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. REGENT COMMUNICATIONS, INC. Date: August 29, 2000 By: /s/ Terry S. Jacobs ------------------------ Terry S. Jacobs, Chairman of the Board and Chief Executive Officer 4 EXHIBIT INDEX The following exhibits are filed, or incorporated by reference where indicated, as part of this Current Report on Form 8-K: EXHIBIT NUMBER EXHIBIT DESCRIPTION 2(a) Asset Exchange Agreement dated as of March 12, 2000 by and among Clear Channel Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, Regent Broadcasting of Victorville, Inc., Regent Licensee of Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and Regent Licensee of Mansfield, Inc. (previously filed as Exhibit 2(g) to the Registrant's Form 10-K for the year ended December 31, 1999 and is incorporated herein by this reference) 2(b) First Amendment to Asset Exchange Agreement made on May 31, 2000 by and among Clear Channel Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, Regent Broadcasting of Victorville, Inc., Regent Licensee of Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and Regent Licensee of Mansfield, Inc. (previously filed as Exhibit 2(b) to the Registrant's Form 10-Q for the quarter ended June 30, 2000 and is incorporated herein by this reference) 2(c) Second Amendment to Asset Exchange Agreement made on June 2, 2000 by and among Clear Channel Broadcasting, Inc., Clear Channel Broadcasting Licenses, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, Regent Broadcasting of Victorville, Inc., Regent Licensee of Victorville, Inc., Regent Broadcasting of Mansfield, Inc. and Regent Licensee of Mansfield, Inc. (previously filed as Exhibit 2(c) to the Registrant's Form 10-Q for the quarter ended June 30, 2000 and is incorporated herein by this reference) 10(a) Letter agreement dated March 12, 2000 from Clear Channel Communications, Inc. addressed to Regent Broadcasting of Victorville, Inc., Regent Licensee of Victorville, Inc., Regent Broadcasting of Palmdale, Inc., Regent Licensee of Palmdale, Inc., Regent Broadcasting of Mansfield, Inc. and Regent Licensee of Mansfield, Inc. (previously filed as Exhibit 10(b) to the Registrant's Form 10-K for the year ended December 31, 1999 and is incorporated herein by this reference) -----END PRIVACY-ENHANCED MESSAGE-----