UNITED STATES
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): July 26, 2006
Granite Broadcasting Corporation
(Exact name of registrant as specified in its charter)
Commission File No. 0-19728
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Delaware |
13-3458782 |
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(State or other Jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) |
767 Third Avenue, 34 th Floor
New York, New York 10017
(212) 826-2530
(Address, including Zip Code, and Telephone Number,
including Area Code of Registrant’s Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since last report.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 . Other Events .
On July 26, 2006, Granite Broadcasting Corporation (the “Company”) and certain of its subsidiaries completed the acquisition of WBNG, Channel 12, the CBS-affiliated television station serving Binghamton and Elmira, New York, from Television Station Group Holdings, LLC and certain of its subsidiaries, for $45 million in cash, before closing adjustments. A copy of the Company’s press release announcing the completion of the acquisition is filed with this report as Exhibit 99.
Item 9.01 . Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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10 |
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Purchase and Sale Agreement, dated as of January 13, 2006, by and among Television Station Group Holdings, LLC, Television Station Group LLC, Television Station Group License Subsidiary, LLC, WBNG, Inc., WBNG License, Inc. and Granite Broadcasting Corporation (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K, filed on January 17, 2006) |
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99 |
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Granite Broadcasting Corporation Press Release dated July 26, 2006 |
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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.
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GRANITE BROADCASTING CORPORATION |
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Dated: August 1, 2006 |
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By: |
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/s/ Lawrence I. Wills |
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Lawrence I. Wills |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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10 |
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Purchase and Sale Agreement, dated as of January 13, 2006, by and among Television Station Group Holdings, LLC, Television Station Group LLC, Television Station Group License Subsidiary, LLC, WBNG, Inc., WBNG License, Inc. and Granite Broadcasting Corporation (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K, filed on January 17, 2006) |
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99 |
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Granite Broadcasting Corporation Press Release dated July 26, 2006 |
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Exhibit 99
Granite Broadcasting Corporation Completes Acquisition of WBNG-TV, CBS Affiliate in Binghamton/Elmira, New York
Represents Company’s Fourth and Fifth Markets in Upstate New York
NEW YORK, July 26, 2006 — Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) announced today that it has completed the acquisition of WBNG, Channel 12, the CBS-affiliated television station serving Binghamton and Elmira, New York, for $45 million in cash, before closing adjustments. Binghamton is ranked by Nielsen Media Research as the nation’s 156th largest market, and Elmira is ranked 173rd. The acquisition was financed with proceeds from the Company’s new senior credit facility, announced July 5, 2006.
Commenting on today’s announcement, W. Don Cornwell, Chief Executive Officer of Granite Broadcasting Corporation, said, “This acquisition of WBNG is a terrific fit with our stated strategy of capitalizing on our core strength of operating news-oriented, network-affiliated stations. The addition of Binghamton and Elmira to our existing Upstate New York markets, which include Buffalo, Syracuse and Utica, enables Granite to reach close to 60 percent of television households in this important region.”
Granite Broadcasting Corporation owns and operates, or provides programming, sales and other services to 23 channels in the following 11 markets: San Francisco, California; Detroit, Michigan; Buffalo, New York; Fresno, California; Syracuse, New York; Utica, New York; Binghamton, New York; Elmira, New York; Fort Wayne, Indiana; Peoria, Illinois; and Duluth, Minnesota-Superior, Wisconsin. The Company’s channel group includes affiliates of NBC, CBS, ABC, CW and My Network TV, and reaches approximately 6% of all U.S. television households.
This press release and related statements by management contain forward-looking statements, which represent the Company’s expectations or beliefs concerning future events. Forward-looking statements include information preceded by, followed by, or that includes the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. While we believe these judgments are reasonable, the Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. Such factors include, without limitation, failure to complete the announced sales of the Company’s WB affiliates, general economic conditions, competition in the markets in which the Company’s stations are located, technological change, pricing fluctuations in national and local advertising, innovation in the broadcasting industry, geopolitical factors and changes in laws, regulations and tax rates. Consequently, all forward-looking statements made herein are qualified by these cautionary statements and the cautionary language set forth in the Company’s most recent Annual Report on Form 10K filed with the Securities and Exchange Commission (“SEC”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. There can be no assurance that the actual results, events or developments referenced herein will occur or be realized. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting such forward-looking statements.
CONTACT: Press - W. Don Cornwell, Analyst - Larry Wills, both for Granite Broadcasting Corporation, +1-212-826-2530