Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - OUTDOOR CHANNEL HOLDINGS INC | d495755dex992.htm |
| EX-99.1 - EX-99.1 - OUTDOOR CHANNEL HOLDINGS INC | d495755dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
March 4, 2013
OUTDOOR CHANNEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 000-17287 | 33-0074499 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
43445 Business Park Drive
Temecula, California 92590
(Address of principal executive offices, including zip code)
(951) 699-6991
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 March 4, 2013, Outdoor Channel issued a press release acknowledging receipt of an unsolicited, nonbinding proposal from Kroenke Sports & Entertainment, LLC (“Kroenke”) to acquire all of its outstanding shares of common stock in an all-cash transaction at a price of $8.75 per share, subject to the completion of limited confirmatory due diligence and the execution of a definitive merger agreement. The text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The full text of the letter proposal from Kroenke is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated as of March 4, 2013, issued by Outdoor Channel Holdings, Inc. | |
| 99.2 | Letter from Kroenke Sports & Entertainment, LLC, to the Board of Directors of Outdoor Channel Holdings, Inc., dated as of February 27, 2013 | |
SIGNATURE
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.
| OUTDOOR CHANNEL HOLDINGS, INC. | ||||||
| Date: March 4, 2013 | /s/ Catherine C. Lee | |||||
| Catherine C. Lee | ||||||
| Exec. VP, General Counsel and Corporate Secretary | ||||||