UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 28, 2013

OUTDOOR CHANNEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

000-17287

33-0074499

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

43455 Business Park Drive

Temecula, California 92590

(Address of principal executive offices, including zip code)

(951) 699-6991

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

¨	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))

Item 1.01 Entry into a Material Definitive Agreement

OnSecond ~~May 2, 2013, Outdoor Channel Holdings, Inc. (“Outdoor Channel”) entered into~~ Amendment ~~No. 1~~ to ~~the Agreement and Plan of~~ Merger by ~~and among Outdoor Channel, Kroenke Sports & Entertainment, LLC (“KSE”) and KSE Merger Sub, Inc. (the “KSE Amendment”). The KSE Amendment modifies the previously announced~~ Agreement ~~and Plan of Merger, dated as of March 13, 2013 (as amended, the “Merger Agreement”), which provides for the acquisition of Outdoor Channel by KSE.~~

~~The~~On ~~KSE~~May 8, ~~Amendment~~2013, ~~increases~~Outdoor ~~the~~Channel ~~consideration~~Holdings, toInc. be(“Outdoor ~~paid~~Channel”) toentered ~~Outdoor~~into ~~Channel’s~~Amendment ~~stockholders~~No. 2 ~~for~~to ~~their~~the ~~shares~~Agreement and Plan of Merger by and among Outdoor Channel, ~~common~~Kroenke Sports & ~~stock~~Entertainment, ifLLC ~~the~~(“KSE”) ~~merger~~and isKSE ~~completed~~Merger toSub, $9Inc.35(the ~~per~~“Second ~~share~~Amendment”). inThe ~~cash~~Second ~~from $8.75~~Amendment modifies ~~per~~the ~~share~~previously inannounced ~~cash. A~~Agreement ~~copy~~and Plan of ~~the~~Merger, ~~KSE~~dated ~~Amendment~~as isof ~~included~~March 13, ~~below~~2013, which was previously amended on May 2, 2013 (as amended, the “Merger Agreement”).

~~Prior~~Outdoor toChannel’s ~~the~~board ~~execution~~ of ~~the KSE Amendment, on~~ ~~April 30,~~directors ~~2013,~~unanimously ~~InterMedia~~approved ~~Partners~~the ~~VII,~~Second ~~L.P.~~Amendment and ~~InterMedia~~recommended ~~Outdoors~~that ~~Holdings,~~the ~~LLC delivered a written proposal to~~ Outdoor Channel, ~~proposing~~stockholders vote to ~~acquire,~~adopt on the ~~terms~~Merger ~~and~~Agreement ~~conditions~~at ~~set forth in~~ the ~~proposal,~~special ~~all~~meeting of ~~the outstanding shares of common stock of~~ Outdoor Channel, ~~at a price of $9~~stockholders.15 ~~per share in cash.~~

The ~~KSE~~Second Amendment increases the consideration to be paid to Outdoor Channel’s stockholders for their shares of Outdoor Channel common stock if the merger is ~~attached~~completed ~~hereto~~to as$10.25 ~~Exhibit~~per 2share in cash from $9.135 per share in cash. Additionally, under the terms of the Second Amendment, the termination fee that Outdoor Channel will be required to pay KSE upon termination of ~~and~~the ~~incorporated~~amended ~~herein~~merger agreement under specified circumstances, including termination by ~~reference~~KSE in the event that the Outdoor Channel board of directors changes its recommendation and no longer recommends that the Outdoor Channel stockholders vote in favor of the adoption of the amended merger agreement, has been increased to $7.5 million from $1 million. Further, under the Second Amendment, the Outdoor Channel board cannot terminate the Merger Agreement for a Superior Proposal (as defined in the Merger Agreement), but instead Outdoor Channel must, unless KSE agrees otherwise, submit a proposal for the adoption of the Merger Agreement at a special meeting of the Outdoor Channel stockholders, even in the event of a change of board recommendation.

The foregoing description of the Second Amendment is qualified in its entirety by the full text of the Second Amendment attached hereto as Exhibit 2.1, which is incorporated herein by reference.

Amendment to Support Agreement

Concurrently with the execution of the Second Amendment, Thomas H. Massie, Perry T. Massie and certain of their affiliated entities (the “Massie Parties”), the members of the Outdoor Channel Board of Directors and the executive officers of Outdoor Channel, collectively representing approximately 41% of the outstanding Outdoor Channel common stock (collectively, the “Supporting Parties”), entered into an amendment to the support agreement (the “Support Agreement Amendment) previously entered into by such parties with KSE on March 13, 2013 (as amended, the “Support Agreement”). Under the terms of the Support Agreement, the Supporting Parties agreed, among other things, to vote their shares of Outdoor Channel common stock: (i) in favor of the adoption of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement; (ii) in favor of any proposal to adjourn or postpone any meeting of the Outdoor Channel stockholders if there are not sufficient votes for approval of the matters described in the preceding clause (i); and (iii) except with the written consent of KSE, against (x) any Alternative Proposal (as defined in the Merger Agreement) with respect to Outdoor Channel that would impede the merger or (y) any other action or proposal involving Outdoor Channel (or any subsidiary of Outdoor Channel) that would reasonably be expected to prevent or materially impede, interfere with or delay the merger. The Support Agreement Amendment amended the Support Agreement to provide that the Supporting Parties will have no right to terminate the Support Agreement and will continue to be bound by their obligations thereunder, including their voting obligations described in the immediately foregoing sentence, in the event that the Outdoor Channel board of directors changes its recommendation.

The foregoing description of the Support Agreement Amendment is qualified in its entirety by the full text of the Support Agreement Amendment attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 8.01 Other Events

On May 28, 2013, Outdoor Channel issued a press release announcing entry into the ~~KSE~~Second Amendment and the Outdoor Channel board of directors’ recommendation that Outdoor Channel stockholders vote to approve the adoption of the Merger Agreement ~~as amended by the KSE Amendment~~ at the special meeting of Outdoor Channel stockholders ~~to be held on May 8, 2013, at 9:00 a~~.~~m.,~~ ~~Pacific Time, at Outdoor Channel’s facilities located at 43455 Business Park Drive, Temecula, California 92590.~~

AOutdoor ~~copy~~Channel also confirmed that its special meeting of ~~the~~stockholders ~~press~~has ~~release~~been isadjourned ~~attached~~and ~~hereto~~that asOutdoor ~~Exhibit~~Channel 99anticipates that the special meeting will be held next week.1 ~~and~~The ~~incorporated~~location ~~herein~~of bythe ~~reference~~reconvened special meeting will remain Outdoor Channel’s facilities located at 43455 Business Park Drive in Temecula, California.

~~Safe~~A ~~Harbor~~copy ~~Statement~~of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Certain matters discussed in this Current Report on Form 8-K, with the exception of historical matters, may be forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as “anticipates,” “estimates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. These statements are subject to a number of risks and uncertainties that could cause results to differ materially from those anticipated as of the date of this release. You should understand that the following important factors, in addition to those risk factors disclosed in Outdoor Channel’s current and periodic reporting filed with the U.S. Securities and Exchange Commission (“SEC”) could affect the future results of Outdoor Channel and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements:

• failure of the Outdoor Channel stockholders to adopt the Merger Agreement;

• the risk that the other conditions to closing of the merger may not be satisfied;

• the merger may involve unexpected costs, liabilities or delays;

• risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger;

• the business of Outdoor Channel may suffer as a result of uncertainty surrounding the merger, including the merger making it more difficult to maintain certain strategic relationships;

• the risk that the merger may not be consummated by the expected closing date or at all; and

• risks relating to litigation in respect of the merger.

Outdoor Channel also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release. Outdoor Channel undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

IMPORTANT INFORMATION FOR INVESTORS AND SECURITYHOLDERS

This communication is being made in respect of a proposed business combination involving Outdoor Channel and KSE. In connection with this proposed transaction Outdoor Channel has filed a definitive proxy statement with the SEC on April 11, 2013 which was mailed to Outdoor Channel stockholders on or about April 12, 2013. The definitive proxy statement contains important information about the proposed merger and related matters.

OUTDOOR CHANNEL URGES INVESTORS TO CAREFULLY READ IN ITS ENTIRETY THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS INCLUDED AND INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors and security holders can obtain free copies of the definitive proxy statement and other documents filed with the SEC by Outdoor Channel through the web site maintained by the SEC at www.sec.gov, or through Outdoor Channel’s website at www.outdoorchannel.com.

PROXY SOLICITATION

Outdoor Channel and its respective directors, executive officers and certain other members of management and employees may be soliciting proxies from Outdoor Channel stockholders in favor of the merger. A description of the interests of Outdoor Channel’s directors and executive officers in Outdoor Channel is set forth in the definitive proxy statement and the other documents included and incorporated by reference therein. You can find information about Outdoor Channel’s executive officers and directors in its amendment to its annual report on Form 10-K filed with the SEC on March 13, 2013. You can obtain free copies of these documents from Outdoor Channel in the manner set forth above.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

ExhibitNo.		Description
2.1		Amendment No.12, dated as of May 28, 2013, to the Agreement and Plan of Merger dated March 13, 2013, as amended, by and among Kroenke Sports & Entertainment, LLC, KSE Merger Sub, Inc. and Outdoor Channel Holdings, Inc.
99.1		~~Press~~Amendment ~~Release,~~No. ~~issued~~1 byto ~~Outdoor~~Support ~~Channel,~~Agreement ~~Holdings~~dated as of March 13, ~~Inc.~~2013, ~~dated~~by ~~May~~and 2among KSE, ~~2013~~the Massie Parties and each of the directors and executive officers of Outdoor Channel
99.2		Press Release, issued by Outdoor Channel, Holdings, Inc., dated May 8, 2013

SIGNATURE

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.

INDEX TO EXHIBITS

ExhibitNo.		Description
2.1		Amendment No.12, dated as of May 28, 2013, to the Agreement and Plan of Merger dated March 13, 2013, as amended, by and among Kroenke Sports & Entertainment, LLC, KSE Merger Sub, Inc. and Outdoor Channel Holdings, Inc.
99.1		~~Press~~Amendment ~~Release,~~No. ~~issued~~1to bySupport ~~Outdoor~~Agreement ~~Channel,~~dated ~~Holdings~~as of March 13, ~~Inc.~~2013, ~~dated~~by ~~May~~and 2among KSE, ~~2013~~the Massie Parties and each of the directors and executive officers of Outdoor Channel
99.2		Press Release, issued by Outdoor Channel, Holdings, Inc., dated May 8, 2013

OUTDOOR CHANNEL HOLDINGS, INC.

~~OUTDOOR CHANNEL HOLDINGS, INC.~~

Date: May 3, 2013

/s/ Catherine C. Lee

Date: May 8, 2013

/s/ Catherine C. Lee

Catherine C. Lee

~~Catherine C. Lee~~

Exec. VP, General Counsel and Corporate Secretary

~~Exec. VP, General Counsel and Corporate Secretary~~

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