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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): November 13, 2003
PAXSON COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-13452 59-3212788
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(State or other jurisdiction (Commission File IRS Employer
of incorporation) Number) Identification No.
601 Clearwater Park Road, West Palm Beach, FL 33401-6233
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 659-4122
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
The Registrant today announced that on November 13, 2003 it received notice
from National Broadcasting Company, Inc. ("NBC"), a wholly owned subsidiary of
General Electric Company, that NBC has exercised its right under its investment
agreement with the Registrant to request that the Registrant redeem or arrange
for a third party to acquire (the "Redemption"), by payment in cash, all 41,500
outstanding shares of the Registrant's Series B Convertible Exchangeable
Preferred Stock held by NBC. The aggregate redemption price payable in respect
of the 41,500 preferred shares, including accrued dividends thereon, was
approximately $549.2 million as of September 30, 2003.
The Registrant will have up to one year after November 13, 2003 to
consummate the Redemption. If at any time during the one year Redemption period,
the terms of the Registrant's outstanding debt and preferred stock do not
prohibit the Redemption and the Registrant has sufficient funds on hand to
consummate the Redemption, the Registrant must consummate the Redemption at that
time. NBC may not exercise its Warrant A and Warrant B (which represent the
right to purchase an aggregate of 32,032,127 shares of the Registrant's Class A
common stock) or its right to purchase shares of Class B common stock
beneficially owned by Lowell W. Paxson, the Chairman of the Board and Chief
Executive Officer of the Registrant, during the one year Redemption period.
If the Registrant does not effect the Redemption within one year after
November 13, 2003, NBC will again be permitted to exercise Warrant A and Warrant
B and its right to acquire Mr. Paxson's Class B common stock, and generally will
be permitted to transfer, without restriction, any of the Registrant's
securities acquired by it, its right to acquire Mr. Paxson's Class B common
stock, the contractual rights described with respect to the NBC investment
agreement in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002 under "Business - NBC Relationship," and its other rights
under the related transaction agreements, provided that Warrant A, Warrant B and
the right to acquire Mr. Paxson's Class B common stock will expire, to the
extent unexercised, 30 days after any such transfer. If NBC transfers any of the
Registrant's securities or its right to acquire Mr. Paxson's Class B common
stock, the transferee will remain subject to the terms and conditions of such
securities, including those limitations on exercise described above.
The Registrant's ability to effect any redemption is restricted by the terms
of the Registrant's outstanding debt and preferred stock. To effect the
Redemption, the Registrant would need not only to raise sufficient cash to fund
payment of the Redemption price, but also to obtain the consents of the holders
of the Registrant's outstanding debt and preferred stock or repay, redeem or
refinance these securities in a manner that obviated the need to obtain the
consents of the holders. Alternatively, the Registrant would need to identify a
third party willing to purchase NBC's Series B preferred stock directly from NBC
or to enter into a merger, acquisition or other transaction with the Registrant
as a result of which NBC's Series B preferred stock would be redeemed or
acquired at the stated Redemption price.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following item is furnished as an Exhibit to
this Report:
99.1 ress release dated November 13, 2003 announcing that
the Registrant received notice Prom the National
Broadcasting Company, Inc. ("NBC") that NBC has
exercised its fedemption right under its investment
agreement with the Registrant with respect to the
registrant's Series B Convertible Exchangeable
Preferred Stock held by NBC.
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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.
PAXSON COMMUNICATIONS CORPORATION
(Registrant)
By: /s/ Thomas E. Severson, Jr.
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Thomas E. Severson, Jr.
Senior Vice President and
Chief Financial Officer
Date: November 13, 2003
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