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EX-99.1 - EX-99.1 - GOOD SAM ENTERPRISES, LLCa12-5604_1ex99d1.htm

 

 

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): February 22, 2012

 


 

GOOD SAM ENTERPRISES, LLC

(Exact name of company as specified in its charter)

 

Delaware

 

000-22852

 

13-3377709

(State of incorporation)

 

Commission File Number

 

(IRS Employer

 

 

 

 

Identification No.)

 

2575 Vista Del Mar Drive

 

 

 

 

Ventura, CA 93001

 

 

 

(805) 667-4100

(Address of executive offices)

 

 

 

(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 registrants under any of the following provisions (see General Instructions A.2. below)

 

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 13d-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01              Other Events.

 

On February 22, 2012, Good Sam Enterprises, LLC (the “Company”) issued a press release announcing the completion of an offer to purchase up to $7,425,000 in principal amount of the Company’s outstanding 11.50% Senior Secured Notes due 2016 (the “Notes”).  The offer to purchase was made by the Company as an excess cash flow offer pursuant to the Indenture dated as of November 30, 2010, pursuant to which the Notes were issued.  The Notes will be purchased by the Company and retired on February 27, 2012.  The contents of such press release are incorporated by reference in this Item 8.01.

 

Item 9.01:   Financial Statements and Exhibits

 

a. Financial Statements:  N/A

b. Pro forma financial statements:  N/A

c. Shell company transactions:  N/A

d. Exhibits:

 

Description of Exhibit

 

Exhibit No.

 

Press Release, dated February 22, 2012, issued by the Company

 

99.1

 

 

2



 

SIGNATURES

 

 

GOOD SAM ENTERPRISES, LLC

 

(Company)

 

 

 

 

Date: February 22, 2012

/s/ Thomas F. Wolfe

 

Thomas F. Wolfe

 

Chief Financial Officer

 

3