Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 180 1.08M
Business-Combination Transaction
2: EX-3.1 Certificate of Formation 1 15K
3: EX-3.2 Limited Liability Company Agreemen 35 137K
4: EX-3.3 Articles of Incorporation 2 18K
5: EX-3.4 Acme Intermediate Finance, Inc. By-Laws 14 56K
6: EX-4.1 Indenture 148 473K
7: EX-4.2 Indenture 135 432K
9: EX-5.1-INT Exhibit 5.1-Int - Opinion Re: Legality 3 23K
8: EX-5.1-INT Intermediate Opinion 3 24K
10: EX-10.1 Stock Purchase Agreement 46 204K
19: EX-10.10 Management Agreement 14 53K
20: EX-10.11 Exhibit 10.11 - Amendment (Channel 32) 2 20K
21: EX-10.12 Exhibit 10.12 - Noncompetition Agreement for Kwbp 5 28K
22: EX-10.13 Exhibit 10.13 - Management Agreement for Station 16 50K
23: EX-10.14 Management Agreement 14 47K
24: EX-10.15 Exhibit 10.15-Wint Escrow 9 43K
25: EX-10.18 Exhibit 10.18 - Affiliation Agreement for Kwbp 21 67K
26: EX-10.19 Exhibit 10.19 - Commitment Letter From Wb 1 18K
11: EX-10.2 Exhibit 10.2 - Escrow Agreement for Kplr 14 61K
27: EX-10.20 Exhibit 10.20 - Employment Agreement With Gealy 6 33K
28: EX-10.21 Exhibit 10.21 - Employment Agreement With Allen 6 32K
29: EX-10.22 Exhibit 10.22 - Consulting Agreement With Kellner 6 30K
30: EX-10.23 Exhibit 10.23 - Commercial Building Lease for Kwbp 15 68K
31: EX-10.24 Exhibit 10.24 - Lease Agreement for Kwbp Tower 16 65K
32: EX-10.25 Exhibit 10.25 - Lease Agreement for Wbxx 22 74K
33: EX-10.26 Exhibit 10.26 - Tower Lease for Wbxx 13 38K
34: EX-10.27 Exhibit 10.27 - First Modification to Agreement 4 24K
12: EX-10.3 Exhibit 10.3 - Time Brokerage Agreement 19 69K
35: EX-10.30 Exhibit 10.30 - Studio Lease for Kplr 4 27K
36: EX-10.31 Exhibit 10.31 - Tower Lease for Kplr 26 51K
37: EX-10.32 Exhibit 10.32 - Amendment to Tower Leases for Kplr 3 22K
38: EX-10.33 Exhibit 10.33 - Koplar/Roberts - Agreement 15 69K
39: EX-10.35-INT Exhibit 10.35 - Registration Rights Agreement 34 119K
40: EX-10.36-INT Exhibit 10.36 - Membership Unitholders Agreement 31 108K
41: EX-10.37 Purchase Agreement for Intermediate 41 152K
42: EX-10.38-INT Exhibit 10.38 - Securities Pledge Agreement 21 73K
13: EX-10.4 Membership Contribution Agreement 28 102K
14: EX-10.5 Exhibit 10.5 - Asset Purchase Agreement 25 87K
15: EX-10.6 Exhibit 10.6 - Purchase Agreement for Wbxx 63 133K
16: EX-10.7 Exhibit 10.7-Asset Purchase Agreement for Kwbp 38 163K
17: EX-10.8 Exhibit 10.8 - Amendment 3 20K
18: EX-10.9 Exhibit 10.9 - Amendment (Acme) 3 18K
43: EX-21.1-INT Exhibit 21.1 - Subsidiaries 1 15K
44: EX-23.2 Consent of Experts and Counsel 1 15K
45: EX-23.3 Consents of Experts 1 15K
46: EX-23.4 Consent of Experts and Counsel 1 15K
47: EX-24.1-INT Power of Attorney - Allen 1 16K
48: EX-24.2-INT Power of Attorney - Gealy 1 16K
49: EX-24.3-INT Power of Attorney - Kellner 1 16K
50: EX-25.1-INT Exhibit 25.1-Int - Statement of Eligibility 30 106K
51: EX-27.1 Financial Data Schedule 1 19K
52: EX-99.1-INT Exhibit 99.1-Int - Letter of Transmittal 20 68K
53: EX-99.2-INT Exhibit 99.2-Int - Notice of Guaranteed Delivery 5 26K
54: EX-99.3-INT Exhibit 99.3-Int - Letter to Brokers 2 19K
55: EX-99.4-INT Exhibit 99.4-Int - Letter to Clients 2 18K
56: EX-99.5-INT Exhibit 99.5-Int - Instruction to Holder 2 19K
57: EX-99.6-INT Exhibit 99.6-Int - Guidelines for Certification 7 27K
58: EX-99.7 Consent as Member-Koplar 1 16K
59: EX-99.8 Consent as Member-Roberts 1 16K
AGREEMENT OF LEASE
THIS AGREEMENT OF LEASE, made and entered into this the 20th day of
March, 1997, by and between, Don O. Collins, d/b/a Tennessee Valley
Communications ("Lessor") and Crossville TV Limited Partnership ("Lessee") a
Florida limited partnership, C. W. TV: Inc., general partner.
W I T N E S S E T H :
NOW, THEREFORE, the Lessor, for and in consideration of the agreements
herein contained, does hereby lease, let and demise to Lessee for a period of
five (5) years (with options to renew as herein set forth in Section 5),
commencing on April 1, 1997, and ending March 31, 2002, that tract of land
situated within the First Civil District of Anderson County, Tennessee on
Buffalo Mountain near Windrock and also being more fully described by metes and
bounds as follows: (herein after referred to as the "Leased Premises"):
SEE EXHIBIT A (DESCRIPTION OF LEASED PREMISES) ATTACHED HERETO PRIOR
DEED REFERENCES: Book 588 Page 42 and Book 755 page 885 in the Anderson County
Register's office.
SECTION 1.
Lessor represents and warrants that he has the absolute and uncontrolled
right to possess, occupy, use and lease the Leased Premises for the duration of
this Lease by virtue of an agreement
between Lessor and Coal Creek Mining and Manufacturing Company dated October 12,
1988, and as further evidenced by the Consent Agreement executed by Coal Creek
in conjunction with this Agreement, and to which Consent Agreement is hereby
made.
SECTION 2.
The Leased Premises shall be used for installation, operation and
maintenance of a broadcasting antenna tower and building including antenna
poles, masts, cabling and/or wiring and accessories used therewith. All
equipment, the tower, and/or other property attached to or otherwise brought
onto the Leased Premises shall at all times be personal property (or property
used for the construction of a building) and shall belong to Lessee. Lessee
shall also have a maintenance easement across property immediately adjacent to
the Lease Premises, including the property located under the Guy wires. If for
any reason the existing Guy anchors are not sufficient, Lessee may erect of
construct such other or additional Guy anchors as may be reasonably necessary
and such additional locations shall be added to the Leased Premises by amendment
hereto. The word "installation" shall mean the construction of and erection of
towers and buildings. Lessee agrees to conduct its business in an
environmentally safe manner and agrees to adhere to all federal, state and local
environmental, aviation and communication regulations. Lessee shall have the
right to make improvements to the leased property as is reasonably necessary to
carry out its business.
SECTION 3.
The Lessee shall have the unrestricted right to occupy, enter or leave
the leased premises at all times. The Lessee covenants and agrees that the
Lessor, his agents or engineers, or others in its behalf, shall have the right
to enter the Leased Property at all reasonable times in order to inspect,
examine, survey or measure the same or any part thereof, or for any other lawful
purpose and to use free the means of access to said Leased Premises without
hindrance or molestation and without cost to said Lessor or its agents.
SECTION 4.
Lessee may assign, mortgage or encumber this Lease, without Lessor's
consent, provided that an assignee shall assume all of Lessee's obligations
under this Lease. Lessee may not sublease the Leased Premises or any part
thereof without prior written consent of Lessor.
SECTION 5.
The term of this Lease Agreement shall be for five (5) years beginning
April 1, 1997, and ending March 31, 2002. Lessee shall have the option to renew
for an additional fifteen (15) years in three (3) five (5) year increments and
which renewal options shall be automatically exercises unless canceled by
furnishing Lessor with notice in writing of such desire at lease sixty (60) days
prior to the expiration of this Agreement or any renewal term, as the case may
be. The rental to be paid by Lessee during such renewal terms will be:
$1,400 per month (2nd five year term)
$1,650 per month (3rd five year term)
$1,900 per month (4th five year term)
SECTION 6.
If the Leased Premises become unfit for use by Lessee for the purposes
herein granted by the occurrence of an event hereafter, Lessee shall promptly
advise Lessor of such conditions by written notice, specifying the condition
which Lessee contends renders the Leased Premises unusable for its purposes. In
the event Lessor is either unable or unwilling to remedy the condition within
thirty (30) days after receipt of notice from Lessee thereof, Lessee shall have
the right to terminate this Lease and remove its improvements from the Leased
Premises. Provided, however, any change in condition
of the Leased Premises to justify termination by Lessee must be of a material
adverse nature rendering unfit the premises for Lessee's permitted use.
Otherwise, Lessee shall have no right of termination, notwithstanding its
abandonment of the Leased Premises from active use.
SECTION 7.
Lessee agrees to pay to Lessor commencing April 1, 1997, in advance,
each month during the first five (5) years of this Lease Agreement, a monthly
rental of One Thousand One Hundred Fifty ($1,150). During the remaining five-
(5) year terms of this Lease Agreement the Lessee agrees to pay the Lessor
commencing April 1st, in advance, each month a monthly rental as stated in
Section 5. A late fee of $200 shall be paid for any rent not paid within 10 days
of its due date. It is further agreed that if the Lessee shall at any time
default in the payment of any rent hereinabove stipulated, then and from the
time of such default, a lien shall exist and is hereby declared in favor of the
Lessor upon all of the improvement owned by the Lessee that the Lessee may have
placed on the Leased Premises, and if such default shall continue for a period
of sixty (60) days, Lessor shall have the right to take possession of such
improvements, and advertise and sell the same or any part thereof to satisfy
said lien in the manner provided by law for the sale of personal property under
execution; provided, however, this lien shall be inferior and subordinate to the
rights of any secured creditor or mortgagee of Lessee and may not be exercised
unless any such secured creditor or mortgagee and Lessee are given advance
notice and the right to cure such default by payment within thirty (30) days of
such notice.
SECTION 8.
Lessee hereby agrees to indemnity and save harmless the Lessor from all
claims, whether in contract or in tort, against Lessor caused by the tortuous
conduct or negligence of Lessee's servants,
agents or invitees. Lessee agrees to secure adequate general liability insurance
and to name Tennessee Valley Communications and/or Don D. Collins and The Coal
Creek Mining & Manufacturing Company as an additional insured therein,
furnishing Lessor with current evidence of the existence of such insurance. Such
general liability coverage shall be in an amount not less than TWO MILLION
DOLLARS ($2,000,000).
SECTION 9.
During the term of this Lease, the Lessee agrees to keep the Leased
Premises in good condition and repair. Upon termination or expiration of this
Lease, the Lessee will surrender the site of the Lessor in good condition except
(a) for reasonable wear and tear, or (b) for damage due to causes beyond
Lessee's control or without its fault or negligence or (c) for both. Upon the
termination of this Lease, Lessor agrees to allow Lessee access to the Leased
Premises for a reasonable period of time to remove its equipment and
improvements, the duration of which period shall not exceed thirty (30) days
after such termination or expiration. If such equipment and other improvements
are not removed by Lessee, they shall become the property of Lessor.
SECTION 10.
During the term of this lease, Lessee agrees that it will not allow,
permit or suffer the operation or erection of any broadcasting equipment or
other electronic equipment which might interfere with existing installations and
rights under existing leases between Lessor and others on
property of Lessor not embraced within the boundaries of the Leased Premises.
Lessee hereby agrees to conduct its operations in such a manner as to avoid
interference with existing lessees and to indemnity and save harmless Lessor
from any claims, demands, actions, causes of action or expenses incurred in
connection with an actual or alleged interference by Lessee with permitted
operation of such additional Lessees on adjoining properties of Lessor. In the
event of failure of Lessee to satisfy this requirement, Lessee agrees to remove
such offending equipment causing interference and to promptly cease and desist
from its operations affecting other Lessees of Lessor. Provided, however, Lessee
has examined the Leased Premises, is aware of the proximity of such premises to
other Lessees of Lessor and the creation or maintenance by Lessee of a condition
causing interference with other Lessees of Lessor shall not constitute a basis
for Lessee's termination of this Lease Agreement, except that Lessee shall not
be bound by the conditions of this provision if other existing Lessees of Lessor
change in any respect their use of such adjoining property or the operations
being conducted thereon so as to create interferences currently not in
existence.
SECTION 11.
In connection with the erection and operation of a tower and the
installation of equipment and operation of a television station pursuant to the
provisions of this Lease, Lessee covenants and agrees that it will comply with
the requirements of all statutes, rules and regulations of the United States of
America and of the State of Tennessee and any agency thereof promulgating rules
and regulations applicable to Lessee's use of the Leased Premises. Lessee will
indemnify and save harmless the Lessor from any claims of any nature arising out
of or relating to Lessee's violation of any such statutes, rules and
regulations.
SECTION 12.
Lessor guarantees that Lessee shall have access to the Leased Premises
and Lessee shall have the right to use any road to the Leased Premises without
material interference with the operations of other Lessees of Lessor by whom
said roads may have been constructed, but in the use of such facilities, Lessee
will be required to contribute a fair share of the expense of the upkeep of such
portions of said roads as it might use. Lessor shall have no obligation to
maintain the road or roads providing access to the Leased Premises.
SECTION 13.
The Lessor shall provide to the Leased Premises a power line for the
lessee's three- (3) phase power requirement. A new power line will be
constructed and maintained by Lessor at his expense for this purpose. This power
is provided to the Leased Premises for the sole use of Lessee only and no power
shall be sold or used by Lessee for any other purpose except power shall be
provided to Lessor by Lessee for Lessor's existing and future operations at a
rate equal to the same rate as charged by Clinton Utility Board to the Lessee.
Lessor shall not be responsible to Lessee for any power failure or interruption
unless the failure is the result of negligent maintenance by Lessor of its power
line to the Leased Premises. It will be the responsibility of Lessee to
construct and maintain a sub-station for their specific power requirements.
SECTION 14.
All antennas and all electronic systems shall be built, maintained, and
repaired by Lessee as its sole expense. The building and grounds shall be used
for the storage and operations of UHF Channel 20, WINT-TV and any frequencies
required by the FCC
to operate its HDTV business. No additional systems shall be added to the
existing system without the written, prior approval of Lessor.
SECTION 15.
Lessee agrees to pay all taxes or levies upon all owned personal
property situated within the Leased Premises.
SECTION 16.
If any portion of this Lease Agreement shall be held invalid, the
remainder shall nevertheless, be deemed valid and effective, it being the
intention of the parties hereto that each provision hereof shall be stipulated
separately in the event one or more of such provisions shall be held invalid.
SECTION 17.
Any notices which may be required hereby shall be sent by United States Mail,
postage prepaid, to the parties at the following addresses:
(A) IF TO LESSOR: Tennessee Valley Communications
ATTN: DON COLLINS
138 Dale Avenue
Oliver Springs, TN 37840
(B) IF TO LESSEE: Crossville Limited Partnership
ATTN: CINDY P. WILLIS, PRESIDENT, C. W. TV, INC.
3110 Capitol Circle, N.E.
Tallahassee, FL 32308
SECTION 18.
Lessor agrees that Lessee, upon making the lease payments provided for
in this Lease and performing and observing all of the agreements on its part to
be performed and observed, shall lawfully, peaceably and quietly hold, occupy
and enjoy the Leased Premises during the term of this
Lease and any extensions thereof without any manner of hindrance from Lessor or
any persons lawfully claiming through Lessor or claiming by title superior to
that of Lessor. Lessor's covenant of quiet enjoyment hereby made to Lessee shall
also include Lessee's right to be free from interference in its broadcast
transmissions caused by any other owner or lessee under any other agreement in
the future.
SECTION 19.
This Lease shall be binding upon and shall inure to the benefit of the
parties, their heirs, personal representatives, successors and assigns.
SECTION 20.
The parties agree that upon the request of either party, a short form
memorandum of this Lease shall be executed, acknowledged and recorded in the
appropriate deed records. This Lease may be executed in counterparts, each of
which shall be deemed as an original. Facsimile transfer of signatures is
permitted.
IN WITNESS WHEREOF, Lessor has executed this Lease and Lessee has caused
its name to be signed by its proper representative. Signed and dated only on the
day and date above written.
LESSOR:
/s/ Don D. Collins
____________________________________ ____________________________________
WITNESS DON D. COLLINS d/b/a
TENNESSEE VALLEY COMMUNICATIONS
LESSEE:
CROSSVILLE TV LIMITED PARTNERSHIP
BY: C. W. TV, INC., GENERAL PARTNER
/s/ Witness /s/ Cynthia P. Willis
____________________________________ ____________________________________
WITNESS CYNTHIA P. WILLIS, PRESIDENT
/s/ Witness
____________________________________
WITNESS
STATE OF TENNESSEE
COUNTY OF ANDERSON
Personally appeared before me, /s/ Lisa L. Russell, a Notary
Public, DON D. COLLINS, with whom I am personally acquainted (or proved to me on
the basis of satisfactory evidence), and who acknowledged that he executed the
within instrument for the purposes therein contained.
Witness my hand, at office, this the 20 day of March, 1997.
/s/ Lisa L. Russell
_____________________________
NOTARY PUBLIC
My Commission Expires: 2-25-98
STATE OF FLORIDA
COUNTY OF LEON
Personally appeared before me, /s/ Kimberly S. Rogers, a Notary
Public, CYNTHIA P. WILLIS, with whom I am personally acquainted (or proved to me
on the basis of satisfactory evidence), and who acknowledged that she executed
the within instrument for the purposes therein contained and who further
acknowledged that she is the President of C. W. TV, Inc., a corporation, and
that she executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by herself as President.
Witness my hand, at office, this the 20 day of May, 1997.
/s/ Kimberly S. Rogers
_____________________________
NOTARY PUBLIC
My Commission Expires: Kimberly S. Rogers
My Commission #CC460029 Expires
July 13, 1999
Bonded Thru Troy Fain Insurance, Inc.
Exhibit A - Description of Leased Premises has been intentionally
omitted by the Registrants.
A copy of this omitted Exhibit A will be provided to the Securities and
Exchange Commission upon request.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/31/02 | | 1 | | 3 | | | 10-Q |
| | 7/13/99 | | 12 |
| | 11/19/97 |
| Filed on: | | 11/14/97 |
| | 4/1/97 | | 1 | | 4 |
| List all Filings |
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