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): August 2, 2005
BULL RUN CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
GEORGIA
|
|
0-9385
|
|
58-2458679 |
|
|
|
|
|
(State or other
|
|
(Commission File
|
|
(IRS Employer |
jurisdiction of
|
|
Number)
|
|
Identification No.) |
incorporation) |
|
|
|
|
4370 PEACHTREE ROAD, ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
(404) 266-8333
(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 1.01 Entry into a Material Definitive Agreement
On August 2, 2005, Bull Run Corporation (Bull Run), Triple Crown Media, Inc. (TCM) and TCMs
wholly-owned subsidiary, BR Acquisition Corp. (BR), executed an Agreement and Plan of Merger
whereby Bull Run would merge into BR immediately following the planned spin-off of TCM from Gray
Television, Inc. (Gray). TCM is currently a wholly-owned subsidiary of Gray and has no other
assets except its ownership of BR. BR currently has no assets. Pursuant to the terms of a
Separation and Distribution Agreement entered into between Gray and TCM, Gray expects to contribute
its newspaper publishing business and its Graylink Wireless business to TCM for $40 million and
then distribute all shares of TCM to Grays common stockholders. The Merger of Bull Run into BR
will occur upon completion of the spin-off. The Merger Agreement is attached to this Current
Report on Form 8-K as Exhibit 2.1. In connection with the Merger, Gray entered into a letter
agreement addressed to Bull Run in which Gray made certain representations and warranties with
respect to the due authorization of the Separation and Distribution Agreement by Gray and with
respect to the assets of the newspaper publishing business and the Graylink Wireless business. A
copy of the letter agreement is attached to this Current Report on Form 8-K as Exhibit 2.2.
In the Merger, (i) Bull Run common stockholders would receive 0.0289 shares of TCM common stock in
exchange for each share of Bull Run common stock; (ii) Bull Run preferred stock held by
non-affiliated holders would be redeemed for its current redemption value and payment shall be made
of all accrued and unpaid dividends thereon; (iii) holders of Bull Run preferred stock who are
affiliates of Bull Run would receive shares of TCM series A preferred stock in exchange for shares
of Bull Run series D and series E preferred stocks and accrued and unpaid dividends thereon; (iv)
J. Mack Robinson, the current Chairman and Chief Executive Officer of Gray and Chairman of Bull
Run, would receive shares of TCM series B preferred stock in exchange for $6.05 million of cash
previously advanced to Bull Run; and (v) holders of Bull Run series F preferred stock, currently
consisting solely of Mr. Robinson, would receive shares of TCM common stock for shares of Bull Run
series F preferred stock and accrued and unpaid dividends thereon. TCM has received a long-term
financing commitment from bank lenders that would accommodate the payment of the $40 million to
Gray and refinance all of Bull Runs bank and subordinated indebtedness, in addition to providing
TCM available borrowing capacity.
The Merger is subject to certain closing conditions, including the rendering of fairness opinions
by independent parties engaged by independent special committees of each of Bull Runs and Grays
board of directors, regulatory approvals and an affirmative vote of Bull Runs shareholders. TCM
is expected to soon file a registration statement with the Securities and Exchange Commission on
Form S-4 to register its common stock, and apply for listing on a national stock exchange.
Mr. J. Mack Robinson, Mr. Robert S. Prather, Jr., and Mr. Hilton H. Howell, Jr., are executive
officers and directors of each of Bull Run and Gray. Through a rights-sharing agreement with Gray,
Bull Run participates jointly with Gray in the marketing, selling and broadcasting of certain
collegiate sporting events and in related programming, production and other associated activities
on behalf of a university.
2
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
|
2.1 |
|
Agreement and Plan of Merger by and among Triple Crown Media, Inc.,
BR Acquisition Corp. and Bull Run Corporation, dated as of August 2, 2005* |
|
|
2.2 |
|
Letter from Gray Television, Inc. to Bull Run Corporation, dated as
of August 2, 2005 |
|
|
* |
|
Certain schedules to this agreement are omitted. Bull Run agrees to
furnish supplementally a copy of any schedule or other attachment to the Securities
and Exchange Commission upon request. |
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.
|
|
|
|
|
Date: August 8, 2005
|
|
BULL RUN CORPORATION |
|
|
|
|
|
|
|
By:
|
|
/s/ FREDERICK J. ERICKSON |
|
|
|
|
|
|
|
|
|
Frederick J. Erickson
Vice President Finance,
Chief Financial Officer, Treasurer and
Assistant Secretary |
3