TV FILME INC
8-K, 1996-12-20
CABLE & OTHER PAY TELEVISION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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):       December 20, 1996


                                 TV FILME, INC.
               (Exact Name of Registrant as Specified in Charter)


Delaware                     0-28670                   98-0160214
(State or Other              (Commission               (IRS Employer
Jurisdiction                 File Number)              Identification No.)
of Incorporation)

                c/o ITSA-Intercontinental Telecomunicacoes Ltda.
                               SCS, Quadra 07-B1.A
                               Ed. Executive Tower
                                    Sala 601
                             70.300-911 Brasilia-DF
                  Brazil
          (Address of Principal Executive Offices, including Zip Code)

     Registrant's telephone number, including area code: 011-55-61-314-9908


                         Exhibit List Appears on Page 4

                                Page 1 of 5 Pages




Item 5.  Other Events.

     On December 20, 1996, TV Filme, Inc. (the "Company")  announced that it had
completed the sale of US $140,000,000  principal  amount of 12-7/8% Senior Notes
due 2004 pursuant to Rule 144A and Regulations S transactions. The proceeds from
this  offering  will provide  additional  resources  for the Company to fund the
continued expansion of its business.


Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

         (a)   Financial Statements of Businesses Acquired.

                     Not Applicable

         (b)   Pro Forma Financial Information.

                     Not Applicable

         (c)   Exhibits.

      The following exhibit is filed with this Report:

Exhibit No.             Description

99                      Press Release of the Company, dated December 20, 1996.







<PAGE>


                                   SIGNATURES


                  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.

                                 TV FILME, INC.



Date:  December 20, 1996            By:  /S/ ALVARO J. AGUIRRE
                                         ----------------------
                                    Name:  Alvaro J. Aguirre
                                    Title: Chief Financial Officer (Principal
                                           Financial and Accounting Officer)


















<PAGE>


                                   EXHIBIT LIST




Exhibit No.       Description

99                Press Release of the Company, dated December 20, 1996.









<PAGE>




                                       FOR: TV FILME, INC.


                                       CONTACT: ALVARO AGUIRRE
                                       CHIEF FINANCIAL OFFICER
                                       011-55-61-314-9907
                                       [email protected]

                                       MORGEN-WALKE ASSOCIATES
                                       ANDREA KAIMOWITZ/CINDY MILLER
FOR IMMEDIATE RELEASE                  Press: Brian Maddox
                                       212-850-5600



                TV FILME, INC. ANNOUNCES CLOSING OF DEBT OFFERING

     BRASILIA,  BRAZIL - December 20, 1996 - TV Filme, Inc.  (Nasdaq:PYTV) today
announced that it had completed the sale of US $140,000,000  principal amount of
12-7/8%  Senior Notes due December 15, 2004 pursuant to Rule 144A and Regulation
S  transactions.  The  proceeds  from  this  offering  will  provide  additional
resources for the Company to fund the continued expansion of its business.

     The Senior Notes have not been registered under the Securities Act of 1933,
as amended,  or under the  securities law of any state and may not be offered or
sold in the United  States or in any such state absent an  applicable  exemption
from registration under the Securities Act and any such state law.


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