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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section 1
- Other Events
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Item
1.01 Entry into a Material Definitive Agreement
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On
June 28, 2007, Champion Industries, Inc. ("Champion") signed
a definitive
asset purchase agreement (the "Purchase Agreement") to acquire
The
Herald-Dispatch daily newspaper published in Huntington West
Virginia,
from GateHouse Media, Inc.("Gatehouse") for a purchase price
of $77
million subject to adjustment as set forth in the purchase
agreement. The
parties to the agreement are Champion and a wholly owned
subsidiary as
purchaser and GateHouse Media, Inc., and GateHouse Media
West Virginia
Holdings, Inc. as sellers. The transaction is expected to
close during
the Company's fourth quarter, is subject to regulatory approval
and
customary closing conditions and is subject to a breakup
fee of 10% of the
purchase price. Champion intends to finance the acquisition with
debt. On June 28, 2007 Champion issued a press release, attached
hereto
and incorporated herein by reference as Exhibit 99.1, announcing
the
signing of the Purchase Agreement.
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Section 9
- Financial Statements and Exhibits
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Item
9.01 Financial Statements and
Exhibits
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(d)
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Exhibits
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99.1
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Press
Release dated June 28, 2007
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CHAMPION
INDUSTRIES, INC.
(Registrant)
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Date: June
28, 2007
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/s/
Todd R. Fry
Todd
R. Fry, Senior Vice President
and
Chief Financial Officer
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Exhibit
Number
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Exhibit
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99.1
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Press
Release dated June 28, 2007 captioned "CHAMPION TO ACQUIRE
THE HERALD-DISPATCH FROM GATEHOUSE MEDIA,
INC.".
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