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Section 1: 8-K (FORM 8-K)




Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 4, 2020



(Exact Name of Registrant as Specified in its Charter)


Delaware 1-11588  38-3042953
(State or other jurisdiction (Commission File Number)  (IRS Employer
of incorporation)   Identification No.)


73 Kercheval Avenue

Grosse Pointe Farms, MI 48236

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (313) 886-7070


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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading symbol(s) Name of each exchange on whichregistered

Class A Common Stock,

par value $0.01 per share



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨








Item 8.01Other Events


On March 4, 2020, Saga Communications, Inc. announced that its Board of Directors declared a quarterly cash dividend of $0.32 per share on its Classes A and B Common Stock to be paid on April 10, 2020 to shareholders of record on March 16, 2020, as set forth in the press release included as Exhibit 99.1 hereto.


Item 9.01Financial Statements and Exhibits


(d) Exhibits.


Exhibit No.   Description
99.1   Press release dated March 4, 2020.








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.


Dated: March 4, 2020 By: /s/ Samuel D. Bush  
    Samuel D. Bush  
    Senior Vice President and  
    Chief Financial Officer  









Exhibit No.   Description
99.1   Press release dated March 4, 2020.




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1 


Saga Communications, Inc.

Increases its Quarterly Cash Dividend from $0.30 to $0.32 per Share



Samuel D. Bush



Grosse Pointe Farms, MI – March 4, 2020 – Saga Communications, Inc. (Nasdaq - SGA) today announced that its Board of Directors increased the quarterly cash dividend 6.7% per share from $0.30 to $0.32 per share. This will be the third increase in the Company’s quarterly cash dividend since the Company started paying a quarterly cash dividend in 2014. The dividend will be paid on April 10, 2020 to shareholders of record on March 16, 2020. The aggregate amount of the payment to be made in connection with the quarterly dividend will be approximately $1.9 million. The quarterly cash dividend will be funded by cash on the Company’s balance sheet. The Company, including this dividend, will have paid over $71 million in dividends to shareholders since the first special dividend was paid in 2012.


The Company intends to pay regular quarterly cash dividends in the future as declared by the Board of Directors. Consistent with returning value to our shareholders, the Board of Directors will also consider declaring special cash dividends, stock dividends, and stock buybacks in the future.


Saga is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. Saga owns or operates broadcast properties in 27 markets, including 79 FM, 34 AM radio stations and 77 metro signals. For additional information, contact us at (313) 886-7070 or visit our website at


This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “anticipates,” “guidance,” “intent” and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga’s ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga’s business, are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio broadcast industry in general, as well as Saga’s actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.




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