Attached files
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EX-3.1 - EX-3.1 - MORRIS PUBLISHING FINANCE CO | c55104exv3w1.htm |
EX-3.2 - EX-3.2 - MORRIS PUBLISHING FINANCE CO | c55104exv3w2.htm |
EX-3.3 - EX-3.3 - MORRIS PUBLISHING FINANCE CO | c55104exv3w3.htm |
EX-99.2 - EX-99.2 - MORRIS PUBLISHING FINANCE CO | c55104exv99w2.htm |
EX-99.1 - EX-99.1 - MORRIS PUBLISHING FINANCE CO | c55104exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 14, 2009
MORRIS
PUBLISHING GROUP, LLC
MORRIS PUBLISHING FINANCE CO.
MORRIS PUBLISHING FINANCE CO.
(Exact Name of
Registrants as Specified in Its Charter)
Georgia
Georgia
(State or other jurisdiction of incorporation)
Georgia
(State or other jurisdiction of incorporation)
333-112246 (Commission File Number) |
26-2569462 20-0183044 (IRS Employer Identification No.) |
|
725 Broad Street; Augusta, Georgia (Address of Principal Executive Offices) |
30901 (Zip Code) |
(706) 724-0851
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
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 7.01 Regulation FD Disclosure
On December 14, 2009, Morris Publishing Group, LLC (the Company) issued a press release
announcing that it had commenced a restructuring plan by (a) commencing an offer to exchange $100
million of new second lien secured notes due in 2014 (the New Notes) to be issued by the Company
and its co-issuer Morris Publishing Finance Co. for all of the approximately $278,478,000 of
outstanding 7% Senior Subordinated Notes due 2013 (the Existing Notes), plus accrued and unpaid
interest on the Existing Notes, and (b) simultaneously with such exchange offer, soliciting the
acceptance of holders of the Existing Notes to the Companys filing of a prepackaged plan of
reorganization. A copy of the Companys press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The Company is also electing to furnish under this Item 7.01 certain information contained in
the Offering Memorandum, Disclosure Statement and Solicitation of Acceptances of a Prepackaged Plan
of Reorganization that was provided to the holders of Existing Notes in connection with the
exchange offer and solicitation of acceptances of the prepackaged plan of reorganization. This
information is set forth as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K and the related Exhibits
99.1 and 99.2 attached hereto shall not be deemed filed for purposes of Section 18 of the
Securities Act of 1933, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. | Description | |
3.1 | Articles of Organization of Morris Publishing Group, LLC (originally named MCC Newspapers,
LLC), including Amendments to Articles of Organization. |
|
3.2 | Amended and Restated Operating Agreement of Morris Publishing Group, LLC. |
|
3.3 | Bylaws
of Morris Publishing Finance Co. (as amended). |
|
99.1 | Press release, dated December 14, 2009, announcing the commencement of a restructuring plan. |
|
99.2 | Certain information provided to the holders of Existing Notes. |
This document contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements contained in this document that are not clearly
historical in nature are forward-looking, and the words anticipate, believe, expect,
estimate, plan, target, and similar expressions are generally intended to identify
forward-looking statements. These forward-looking statements reflect the current views of the
Company and its management. All forward-looking statements (including statements regarding future
financial and operating results) involve risks, uncertainties, contingencies, and changes in
circumstances, many of which are beyond the Companys control, that may cause actual results,
performance, or achievements to differ materially from anticipated results, performance, or
achievements. Economic, business, funding market, competitive and/or regulatory factors, among
others, affecting the Companys businesses are examples of factors that could cause actual results
to differ materially from those described in the forward-looking statements. More detailed
information about these factors are described in the Companys filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2008
and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009. The Company is
under no obligation to (and expressly disclaims any such obligation to) update or alter its
forward-looking statements, whether as a result of new information, future events or otherwise.
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.
Date: December 14, 2009 | MORRIS PUBLISHING GROUP, LLC |
|||
By: | /s/ Steve K. Stone | |||
Steve K. Stone | ||||
Senior Vice President and Chief Financial Officer | ||||
MORRIS PUBLISHING FINANCE CO. |
||||
By: | /s/ Steve K. Stone | |||
Steve K. Stone | ||||
Senior Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Articles of Organization of Morris Publishing Group, LLC (originally named MCC Newspapers,
LLC), including Amendments to Articles of Organization. |
|
3.2 | Amended and Restated Operating Agreement of Morris Publishing Group, LLC. |
|
3.3 | Bylaws
of Morris Publishing Finance Co. (as amended). |
|
99.1 | Press release, dated December 14, 2009, announcing the commencement of a restructuring plan. |
|
99.2 | Certain information provided to the holders of Existing Notes. |