Document/Exhibit Description Pages Size
1: 8-K Form 8-K Dated 10-31-96 5 16K
2: EX-2.1 Asset Purchase Agmt 60 216K
3: EX-2.2 $240,000,000 Credit Agreement 102 403K
FILED PURSUANT TO RULE 202(d) OF REGULATION S-T
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) October 31, 1996
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Garden State Newspapers, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-2675173
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1560 Broadway, Suite 1450, Denver, CO 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 837-0886
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No Change
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
On October 31, 1996, Garden State Newspapers, Inc. (the "Registrant"), acquired
from Thomson Newspapers, Inc., substantially all the assets used in the
publication of the Star News, San Gabriel Valley Tribune, Whittier Daily News,
Times-Standard and The Evening Sun, daily newspapers distributed primarily in
Pasadena, West Covina, Whittier and Eureka, California, and Hanover,
Pennsylvania, respectively, and seven weekly newspapers distributed in and
around these same cities, for approximately $130.0 million in cash. The daily
newspapers combined had daily and Sunday circulation of approximately 161,000
and 163,000 at March 31, 1996.
On October 31, 1996, the Registrant also entered into a new $240.0 million
amended and restated bank credit facility (the "Bank Credit Facility").
Proceeds of approximately $213.0 million from the Bank Credit Facility and
$17.0 million of borrowings under an existing revolving credit agreement were
used to purchase the newspaper assets described above, prepay the Registrant's
10.89% Senior Secured Notes, and pay certain expenses associated with the Bank
Credit Facility and prepaying the 10.89% Senior Notes.
The descriptions of the purchase transaction set forth herein are qualified in
their entirety by the provisions of the purchase and credit agreements, which
are attached hereto as exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Businesses Acquired
Because it is impracticable at this time to file the financial
statements required under this Item, such information is not
included in this report. The required financial statements
will be filed at the earliest practicable date and, in any
event, no later than January 14, 1997.
(b) Unaudited Pro Forma Financial Information
Because it is impracticable at this time to file the pro forma
financial information required under this Item, the required
information will be filed at the earliest practicable date
and, in any event, no later than January 14, 1997.
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(c) Exhibits
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Item No. Description
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2.1 Asset Purchase Agreement by and among Thomson Newspapers, Inc., Seller, and Garden State
Newspapers, Inc., Purchaser, relating to the Pasadena Star-News, Whittier Daily News, San Gabriel
Valley Tribune and Various Related Publications Collectively Referred to by Seller as The Thomson
L.A. News Group Published in Pasadena, Whittier and West Covina, California; The Times-Standard
and Various Related Publications Published in Eureka, California; and The Evening Sun and Various
Related Publications Published in Hanover, Pennsylvania, dated October 30, 1996.
2.2 $240,000,000 Credit Agreement Dated as of August 31, 1995, as Amended and Restated as of October
31, 1996, among Garden State Newspapers, Inc., the Banks listed in the signature pages hereof
(including Bankers Trust Company, as Documentation Agent) and The Bank of New York (including in
its capacity as Administrative and Syndication Agent), as Agent.
2
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.
GARDEN STATE NEWSPAPERS, INC.
Date: November 13, 1996 By: /s/ Joseph J. Lodovic, IV
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Joseph J. Lodovic, IV
Executive Vice President,
Chief Financial Officer
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EXHIBIT INDEX
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Item No. Description Page
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2.1 Asset Purchase Agreement by and among Thomson Newspapers, Inc., Seller, and Garden State
Newspapers, Inc., Purchaser, relating to the Pasadena Star-News, Whittier Daily News, San Gabriel
Valley Tribune and Various Related Publications Collectively Referred to by Seller as The Thomson
L.A. News Group Published in Pasadena, Whittier and West Covina, California; The Times-Standard
and Various Related Publications Published in Eureka, California; and The Evening Sun and Various
Related Publications Published in Hanover, Pennsylvania, dated October 30, 1996.
2.2 $240,000,000 Credit Agreement Dated as of August 31, 1995, as Amended and Restated as of October
31, 1996, among Garden State Newspapers, Inc., the Banks listed in the signature pages hereof
(including Bankers Trust Company, as Documentation Agent) and The Bank of New York (including in
its capacity as Administrative and Syndication Agent), as Agent.
Dates Referenced Herein and Documents Incorporated by Reference
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