UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~ 19April 18, ~~2011~~2012

MORRIS PUBLISHING GROUP, LLC

(Exact Name of Registrant as Specified in Its Charter)

Georgia

(State or other jurisdiction ~~of incorporation)~~

333-112246		26-2569462
(Commission File Number)		(IRS Employer Identification No.)
725 Broad Street; Augusta, Georgia		30901
(Address of Principal Executive Offices)		(Zip Code)

of incorporation)

333-112246

26-2569462

(Commission

File Number)

(IRS Employer

Identification No.)


725 Broad Street; Augusta, Georgia		30901
(Address of Principal Executive Offices)		(Zip Code)

(706) 724-0851

(Registrants’ 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))

-1-

Item 1.01 Entry into a Material Definitive Agreement.

Agreement for Sale of Morris Publishing Group, LLC's Athens (Ga.) Banner-Herald News Building.

On March 19, 2012, Morris Publishing Group, LLC ( "Morris Publishing") entered into an Agreement of Purchase and Sale (the "Agreement") with Hagen Creek Properties, Inc., a Georgia corporation ("Buyer"), for the sale of Morris Publishing's newspaper building and real estate located at One Press Place, Athens, Georgia (the "Real Property"). The building contains approximately 102,000 square feet of space and is situated on approximately 3.1 acres.

Morris Publishing will continue to publish its newspaper, the Athens Banner-Herald, following the sale.

Under the Agreement, the Buyer will pay Morris Publishing $13,230,000, payable in cash, at closing (the “Purchase Price”). The Buyer is required to close on the Real Property no later than thirty (30) days following the expiration of a sixty (60) day “Buyer Review Period”, or approximately June 17, 2012.

Buyer has broad rights to inspect the Real Property and may terminate the Agreement for any reason within 60 days after the date of the Agreement.

Morris Publishing will lease back approximately 10,000 square feet of the Real Property for a period of 5 years at an initial rate of $15.25 per square foot per year on a triple net basis, plus an allocation for common area maintenance.

Waivers under Working Capital Line of Credit.

On March 20, 2012, Morris Publishing received consents and/or waivers from CB&T, a division of Synovus Bank (the “Bank”), under the Loan and Line of Credit Agreement dated April 26, 2011 (the “Working Capital Facility”), permitting or consenting to the leaseback of such Real Property. The Bank previously consented to the sale of the Real Property and the use of the Net Cash Proceeds (as defined in the Indenture for the New Notes discussed in Item 8.01 of this Form 8-K) from the sale of the Real Property in Athens to prepay any balances under the Working Capital Facility and to repurchase New Notes under the Indenture, without terminating the Working Capital Facility.

-2-

Item 8.01

Other Events.

As required by the “Indenture” to the Floating Rate Secured Notes Due 2014 dated March 1, 2010 (the “New Notes”), Morris Publishing ~~also~~Group, ~~states~~LLC (“Morris Publishing”) is required to use its monthly positive operating cash flow, net of permitted cash flow adjustments, (“Excess Free Cash Flow”) to repay any amounts outstanding on its working capital facility, and then to redeem (on a pro rata basis) stated principal amounts outstanding on the ~~following~~New ~~information~~Notes; inprovided, ~~this~~however, that ~~Item~~no 8payment or redemptions are required if Excess Free Cash Flow is less than $250,000 during the monthly period.~~01.~~

IfApplying ~~consummated,~~this requirement ~~the~~with ~~sale~~respect ofto ~~the Real Property would constitute an "Asset Sale" as defined in~~ Morris Publishing’s ~~Indenture~~monthly ~~dated~~period ending March 31, 12012, ~~2010~~Morris ~~(the~~Publishing ~~"Indenture")~~redeemed ~~with respect to its~~ $~~100~~1,215,249 ~~million~~in aggregate stated principal amount of ~~Floating Rate Secured Notes due 2014 (~~the “New Notes~~”).~~ ~~Under~~on ~~the~~April 20, ~~Indenture~~2012, ~~Morris Publishing is required to use~~ the ~~“Net~~referenced period’s Excess Cash ~~Proceeds”~~Flow ~~(after~~Payment ~~deducting~~Date ~~certain expenses and taxes,~~ (as defined in the Indenture). ~~from~~On anApril 18, ~~Asset~~2012, ~~Sale~~Morris toPublishing ~~prepay~~delivered ~~any~~a ~~amounts~~certificate ~~outstanding~~to ~~under~~the ~~its~~Trustee ~~Working~~under ~~Capital~~the ~~Facility~~Indenture ~~and~~stating ~~then~~that to$1,215,249 ~~offer~~of tothe ~~repurchase~~aggregate ~~New~~stated ~~Notes~~principal ~~from~~amounts ~~note~~outstanding ~~holders~~ on athe ~~pro~~New ~~rata~~Notes will ~~basis~~be atredeemed aon ~~purchase price of 101% of~~ the ~~face~~April 20, ~~amount~~2012 ofExcess ~~the~~Cash ~~New~~Flow ~~Notes~~Payment ~~repurchased~~Date.

The ~~“Net~~table ~~Proceeds~~below ~~Offer”~~summarizes ~~(as~~all ~~defined in the Indenture), must be mailed to holders~~ of the ~~New~~aggregate ~~Notes~~stated ~~within~~principal 25redemption ~~days~~and ~~following~~interest ~~the~~payments ~~“Net~~subsequent to ~~Proceeds Offer Trigger Date” (as defined in~~ the ~~Indenture)~~March 1, ~~which~~2010 isissuance ~~100~~date ~~Business Days following receipt~~ of the ~~Net~~New ~~Cash~~Notes: ~~Proceeds. The Indenture requires the repurchase to be consummated within 180 days of receipt of the Net Cash Proceeds from an Asset Sale.~~

Morris Publishing expects to use the Net Cash Proceeds of the sale of the Real Property to repurchase New Notes in accordance with the Indenture. Management views this sale as an important step in Morris Publishing's efforts to repay and/or refinance all of the indebtedness represented by the New Notes. Morris Publishing will explore refinancing opportunities, subject to market conditions, with hopes to repay and/or refinance this indebtedness in 2012.


(dollars in thousands)	Beginning Principal Outstanding		Principal Redeemed		Interest Paid		Entire Principal Outstanding		Payment Due Date
Quarterly interest payment	$	100,000	$	—	$	833	$	100,000		4/1/10
Excess Free Cash Flow-March 2010		100,000		—		—		100,000		4/23/10
Excess cash-Tranche A repayment		100,000		3,211		21		96,789		4/23/10
Excess Free Cash Flow-April 2010		96,789		—		—		96,789		5/21/10
Excess cash-Tranche B refinance		96,789		1,760		24		95,029		5/21/10
Excess Free Cash Flow-May 2010		95,029		1,016		22		94,013		6/17/10
Quarterly interest payment		94,013		—		2,350		94,013		7/1/10
Excess Free Cash Flow-June 2010		94,013		2,803		14		91,210		7/19/10
Excess Free Cash Flow-July 2010		91,210		—		—		91,210		8/24/10
Excess Free Cash Flow-August 2010		91,210		1,094		24		90,116		9/17/10
Quarterly interest payment		90,116		—		2,254		90,116		10/1/10
Excess Free Cash Flow-September 2010		90,116		424		2		89,692		10/19/10
Excess Free Cash Flow-October 2010		89,692		1,994		26		87,698		11/18/10
Excess Free Cash Flow-November 2010		87,698		1,190		24		86,508		12/15/10
Quarterly interest payment		86,508		—		2,163		86,508		1/3/11
Excess Free Cash Flow-December 2010		86,508		—		—		86,508		1/21/11
Excess Free Cash Flow-January 2011		86,508		4,269		55		82,239		2/16/11
Excess Free Cash Flow-February 2011		82,239		3,227		68		79,012		3/16/11
Quarterly interest payment		79,012		—		1,975		79,012		4/1/11
Excess Free Cash Flow-March 2011		79,012		579		3		78,433		4/21/11
Excess Free Cash Flow-April 2011		78,433		—		—		78,433		5/16/11
Excess Free Cash Flow-May 2011		78,433		322		6		78,111		6/15/11
Quarterly interest payment		78,111				1,953		78,111		4/1/11
Excess Free Cash Flow-June 2011		78,111		563		3		77,548		7/15/11
Excess Free Cash Flow-July 2011		77,548		—		—		77,548		—
Excess Free Cash Flow-August 2011		77,548		3,445		73		74,103		9/16/11
Quarterly interest payment		74,103		—		1,853		74,103		10/3/11
Excess Free Cash Flow-September 2011		74,103		1,195		6		72,908		10/18/11
Excess Free Cash Flow-October 2011		72,908		1,548		19		71,360		11/16/11
Excess Free Cash Flow-November 2011		71,360		—		—		71,360		12/14/11
Quarterly interest payment		71,360		—		1,784		71,360		1/3/12
Excess Free Cash Flow-December 2011		71,360		1,368		8		69,992		1/20/12
Excess Free Cash Flow-January 2012		69,992		3,678		53		66,314		2/21/12
Excess Free Cash Flow-February 2012		66,314		2,376		50		63,938		3/15/12
Quarterly interest payment		63,938		—		1,598		63,938		4/2/12
Excess Free Cash Flow-March 2012		63,938		1,215		7		62,722		4/20/12

Total to Date			$	37,278	$	17,271

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.

Date: March 20, 2012		MORRIS PUBLISHING GROUP, LLC
Date: April 20, 2012	MORRIS PUBLISHING GROUP, LLC
	By:	~~By:~~/s/ Steve K. Stone	~~/s/ Steve K. Stone~~
			Steve K. Stone Senior Vice President and Chief Financial Officer
		Steve K. Stone
		Senior Vice President and Chief Financial Officer

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