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 15, 2011
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LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________
Commission File Number 1-6227
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Delaware
(State of Incorporation)
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42-0823980
(I.R.S. Employer Identification No.)
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201 N. Harrison Street, Davenport, Iowa 52801
(Address of Principal Executive Offices)
(563) 383-2100
Registrant’s 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:
[ ] 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))
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On August 15, 2011, Lee Enterprises, Incorporated (the “Company”) was notified by NYSE Regulation, Inc. (“NYSE Regulation”) that the Company has fallen below the continued listing standards of the New York Stock Exchange, Inc. (the “NYSE”) regarding the minimum average market capitalization and stockholders’ equity under Section 802.01B of the NYSE’s Listed Company Manual. Section 802.01B requires that the Company maintain average market capitalization of not less than $50 million over a 30 trading-day period and, at the same time, maintain stockholders’ equity of not less than $50 million.
The notification stated that as of August 9, 2011, the Company’s 30 trading-day average market capitalization was approximately $40.2 million and its last reported stockholders’ deficit as of June 26, 2011 was approximately $(76.1) million, and that the Company would have until February 15, 2013 to cure the deficiency relating to the average market capitalization and stockholders' equity. As previously announced, on July 1, 2011, the Company's Common Stock traded at an average 30-day closing market price of less than $1 per share. On July 8, 2011, NYSE Regulation notified the Company that it did not meet the continued listing standards due to its failure to maintain an adequate share price, and that the Company would have until January 8, 2012 to cure the deficiency relating to the minimum market price.
As required under NYSE’s rules, the Company issued a news release on August 19, 2011 announcing its receipt of NYSE Regulation’s notification. A copy of this news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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News Release of Lee Enterprises, Incorporated dated August 19, 2011
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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 thereunto duly authorized.
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LEE ENTERPRISES, INCORPORATED
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Date: August 19, 2011
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By:
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Carl G. Schmidt
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Vice President, Chief Financial Officer,
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and Treasurer
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2
INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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News Release of Lee Enterprises, Incorporated dated August 19, 2011
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3
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99.1
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News Release of Lee Enterprises, Incorporated dated August 19, 2011
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201 N. Harrison St.
Davenport, IA 52801
www.lee.net
NEWS RELEASE
Lee Enterprises receives second NYSE timetable
DAVENPORT, Iowa (Aug. 19, 2011) — As anticipated and previously disclosed, Lee Enterprises, Incorporated (NYSE: LEE), has received notification that it is in noncompliance with a second standard for continued listing on the New York Stock Exchange.
In a letter dated Aug. 15, 2011, the NYSE noted that as of Aug. 9, 2011, Lee was below criteria for a continued listing standard that requires average market capitalization of not less than $50 million over a 30 trading-day period or stockholders’ equity of not less than $50 million. The noncompliance stemmed from estimated impairment charges recorded in the June 2011 quarter. Lee will be required to submit a plan within 45 days for returning to compliance within 18 months.
Previously, the NYSE had notified Lee in July that it was below the NYSE’s continued listing standard for an average 30-day closing market price of at least $1 per share and would have until Jan. 8, 2012, to return to compliance.
Until Lee returns to compliance with the listing standards, the LEE stock symbol has been assigned a “.BC” indicator to denote that the company is below compliance with such standards. An average 30-day closing market price of approximately $1.12 per share would bring Lee back into compliance with all applicable listing standards. On Aug. 18, 2011, Lee common stock closed at 72 cents per share.
Mary Junck, Lee chairman and chief executive officer, said Lee expects to return to compliance within the required timetables after successful completion of a comprehensive refinancing initiative.
Lee Enterprises is the leading provider of local news and information, and a major platform for advertising, in its markets, with 49 daily newspapers and a joint interest in four others, rapidly growing digital products and nearly 300 specialty publications in 23 states. Lee's newspapers have circulation of 1.4 million daily and 1.7 million Sunday, reaching nearly four million readers in print alone. Lee's digital sites attracted 21.6 million unique visitors in June 2011. Lee's markets include St. Louis, Mo.; Lincoln, Neb.; Madison, Wis.; Davenport, Iowa; Billings, Mont.; Bloomington, Ill.; and Tucson, Ariz. Lee Common Stock is traded on the New York Stock Exchange under the symbol LEE. For more information about Lee, please visit www.lee.net.
FORWARD-LOOKING STATEMENTS — The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This news release contains information that may be deemed forward-looking that is based largely on our current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties, which in some instances are beyond our control, are our ability to generate cash flows and maintain liquidity sufficient to service our debt, comply with or obtain amendments or waivers of the financial covenants contained in our credit facilities, if necessary, and to refinance our debt as it comes due. Other risks and uncertainties include the impact and duration of continuing adverse economic conditions, changes in advertising demand, potential changes in newsprint and other commodity prices, energy costs, interest rates, availability of credit, labor costs, legislative and regulatory rulings, difficulties in achieving planned expense reductions, maintaining employee and customer relationships, increased capital costs, competition and other risks detailed from time to time in our publicly filed documents. Any statements that are not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “project”, “consider” and similar expressions) generally should be considered forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this release. We do not undertake to publicly update or revise our forward-looking statements.
Contact: dan.hayes@lee.net, (563) 383-2100