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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e) (2))
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.40 14a-12
BULL RUN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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BULL RUN CORPORATION ANNOUNCES FISCAL YEAR RESULTS
ATLANTA, Nov. 9 /PRNewswire-FirstCall/ -- Bull Run Corporation (OTC: BULL)
announced today that for the fiscal year ended August 31, 2005, revenues
increased nearly 11% over the prior year and the Company generated operating
income of $1.7 million compared to a loss from operations of $(2.7) million in
the prior year. Current year results included approximately $(0.8) million of
expenses incurred in connection with the Company's planned merger with Triple
Crown Media, Inc., and the prior year results include a $(4.2) million
intangibles impairment charge. The net loss available to common stockholders
was approximately $(5.3) million for the fiscal year ended August 31, 2005
compared to $(16.9) million in the prior year, including losses from
discontinued operations of approximately $(0.1) million and $(7.5) million,
respectively.
The Company's collegiate sports marketing business, its largest segment in
terms of revenue, is seasonal. As a result, a proportionately low amount of
revenue is generated by the Company in the fourth quarter of the Company's
fiscal year. Revenues for the fourth quarter of the fiscal year ended August
31, 2005 were approximately $7.8 million compared to $7.2 million for the
fourth quarter of the prior year. The operating loss for the fourth quarter,
including approximately $(0.7) million of merger-related expenses, was
approximately $(2.1) million, compared to an operating loss of $(1.6) million
for the fourth quarter of the prior year.
"We are very pleased with the significant improvement in our operating
business this past year under the leadership of Tom Stultz," said Robert S.
Prather, Jr., President and CEO of Bull Run. "We believe that eliminating the
loss-producing segment a year ago and focusing on the core, historically-
profitable collegiate marketing and association management businesses has been
a successful strategy."
In August 2005, Bull Run announced its intention to merge with Triple
Crown Media, Inc. Following the merger, Triple Crown Media would be comprised
of Bull Run's collegiate marketing and association management businesses, and
the newspaper publishing business and Graylink Wireless business currently
operated by Gray Television, Inc. The merger, which is subject to certain
closing conditions, including an affirmative vote by Bull Run's shareholders,
is expected to be completed by the first quarter of 2006.
Thomas J. Stultz, President and CEO of Bull Run's operating subsidiary,
Host Communications, Inc., commented, "We made some incredible strides this
year, from the reestablishment of key business relationships, to an important
10-year contract extension with the University of Kentucky for multi-media
marketing rights, to contract extensions with all of our association clients
and the addition of a new association client. We are extremely excited to
combine the growth potential of the core businesses of Host together with the
newspaper publishing and wireless businesses of Gray under Triple Crown
Media." Stultz, who formerly managed the newspaper publishing business at
Gray, will become President and CEO of Triple Crown Media upon completion of
the merger.
Bull Run, through its wholly-owned operating company, Host Communications,
Inc., provides comprehensive sales, marketing, multimedia, special event and
convention/hospitality services to NCAA Division I universities and
conferences and national/global associations. Bull Run's common stock is
quoted on the Pink Sheets (www.pinksheets.com) centralized quotation service
for OTC securities under the symbol "BULL.PK". Additional company information
and stock quotes are available on the Company's corporate web site at
www.bullruncorp.com.
Forward-Looking Statements - Except for the historical information
contained herein, information set forth in this press release may contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements related to the completion
of the proposed merger with Triple Crown Media. Words such as "expects,"
"anticipates," "intends,' "plans," "believes," "estimates," and variations of
such words and similar expressions that indicate future events and trends are
intended to identify such forward-looking statements. These forward-looking
statements are subject to risks and uncertainties, which could cause the
Company's actual results or performance to differ materially from those
expressed or implied in such statements. These risks and uncertainties
include, but are not limited to, the following: the ability of Bull Run to
complete the merger with Triple Crown Media, the ability to refinance the
outstanding indebtedness of Bull Run and Triple Crown Media and other risks
detailed from time to time in the Company's filings with the Securities and
Exchange Commission.
Investors and security holders are urged to read the Registration
Statement on Form S-4 and the Information Statement/Proxy Statement/Prospectus
included within the Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission and any other relevant documents to be
filed with the Securities and Exchange Commission in connection with the
proposed merger with Triple Crown Media, because they will contain important
information about Gray Television, Inc., Triple Crown Media, Inc., Bull Run
Corporation and the proposed transaction.
Investors and security holders may obtain free copies of these documents
through the website maintained by the Securities and Exchange Commission at
http://www.sec.gov. Free copies of the information statement/proxy
statement/prospectus also may be obtained by directing a request by telephone
or mail to Bull Run, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319,
Attention: Investor Relations ((704) 602-3107).
The directors, executive officers, and certain other members of management
of Bull Run may be soliciting proxies in favor of the transaction from the
company's shareholders. For information about Bull Run's directors, executive
officers and members of management, shareholders are asked to refer to Bull
Run's Annual Report on Form 10-K for the year ended August 31, 2005, which is
available on its web site and at the address provided in the preceding
paragraph. Additional information regarding the interests of such potential
participants is included in the Registration Statement on Form S-4, the
Information Statement/Proxy Statement/Prospectus contained therein and other
relevant documents filed with the SEC.
Summarized financial results for each of the three months and years ended
August 31, 2005 and 2004 follow:
BULL RUN CORPORATION
Comparative Results of Operations
(in thousands, except per share amounts)
Three Months Ended Year Ended
August 31, August 31,
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2005 2004 2005 2004
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Revenue from services rendered $ 7,821 $ 7,168 $ 61,879 $ 55,779
Operating costs and expenses:
Direct operating costs for services
rendered 4,316 3,670 40,776 35,699
Selling, general and administrative 4,752 4,784 17,966 18,220
Costs incurred in connection with
proposed merger 661 766
Amortization and impairment of
acquisition intangibles 180 314 718 4,554
9,909 8,768 60,226 58,473
Operating income (loss) (2,088) (1,600) 1,653 (2,694)
Net change in value of derivative
instrument 347 412 1,294
Debt issue cost amortization 190 (293) (760) (1,171)
Interest and other, net (1,620) (1,162) (6,446) (4,566)
Loss from continuing operations (3,518) (2,708) (5,141) (7,137)
Discontinued operations (157) (2,755) (149) (7,474)
Net loss (3,675) (5,463) (5,290) (14,611)
Preferred dividends (579) (2,237)
Net loss available to common
stockholders $ (3,675) $ (6,042) $ (5,290) $ (16,848)
Earnings (loss) per share available
to common stockholders,
basic and diluted:
Continuing operations $ (0.51) $ (0.65) $ (0.79) $ (2.01)
Discontinued operations (0.02) (0.55) (0.02) (1.60)
$ (0.53) $ (1.20) $ (0.81) $ (3.61)
Weighted average number of common
shares outstanding:
Basic and diluted 6,890 5,034 6,505 4,668
SOURCE Bull Run Corporation
-0- 11/09/2005
/CONTACT: Robert S. Prather, Jr., President & Chief Executive Officer,
+1-404-266-8333, or Frederick J. Erickson, VP-Finance & Chief Financial
Officer, +1-859-226-4376, both of Bull Run Corporation; or Thomas J. Stultz,
President & Chief Executive Officer of Host Communications, Inc.,
+1-859-226-4356/
/Web site: http://www.bullruncorp.com/
(BULL)