Registration Statement No. 333-21057
Filed Pursuant to Rule
424(b)(3)
TV FILME, INC.
Supplement, dated May 13, 1997, to
Prospectus, dated April 18, 1997
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY,
MAY 21, 1997, UNLESS EXTENDED.
THE PURPOSE OF THIS SUPPLEMENT IS TO PROVIDE SUPPLEMENTAL
INFORMATION REGARDING TV FILME, INC.'S (THE "COMPANY"), OFFER TO EXCHANGE
$140,000,000 OF ITS 12-7/8% SENIOR NOTES DUE 2004 WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR $140,000,000 OF ITS
OUTSTANDING 12-7/8% SENIOR NOTES DUE 2004. UNLESS OTHERWISE INDICATED OR UNLESS
THE CONTEXT OTHERWISE REQUIRES, ALL CAPITALIZED TERMS USED HEREIN SHALL HAVE THE
MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS, DATED APRIL 18, 1997 (THE
"PROSPECTUS"), OF THE COMPANY. THE INFORMATION INCLUDED IN THIS SUPPLEMENT
SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.
FIRST QUARTER 1997 RESULTS
On May 12, 1997, the Company reported its results for the fiscal
quarter ended March 31, 1997. A summary of these results follows.
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
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% Of % Of
1996 Revenue 1997 Revenue
---- ------- ---- -------
(In thousands, except share and other data)
<S> <C> <C> <C> <C>
Revenues ...................................... $ 5,852 100% $11,180 100%
Operating costs and expenses:
System operating .......................... 1,583 27% 3,698 33%
Selling, general and administrative ....... 3,310 57% 5,475 49%
Depreciation and amortization ............. 1,098 19% 2,304 21%
------------------------ -----------------------
Total operating costs and expenses ...... 5,991 102% 11,477 103%
------------------------ -----------------------
Operating loss ....................... (139) (2%) (297) (3%)
Interest expense .......................... (374) (6%) (4,908) (44%)
Interest income ........................... - 0% 2,948 26%
Other expense ............................. 10 0% (1) 0%
Exchange and translation gains (losses) ... 44 1% (738) 7%
------------------------ -----------------------
Total other income (expense) .............. (320) (5%) (2,699) (24%)
------------------------ -----------------------
Net loss ...................................... $ (459) (8%) $(2,996) (27%)
======================== =======================
Net loss per share ............................ $ (0.06) $ (0.27)
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Weighted average number of common stock
and common stock equivalents outstanding ..... 8,086 10,984
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Other Data:
EBITDA (a) ................................ $ 959 $ 2,007
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Number of subscribers at end of period .... 47,066 92,097
======== =========
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(a) EBITDA is defined as operating loss plus depreciation, amortization and
non-cash charges. While EBITDA should not be construed as a substitute for
operating loss or a better measure of liquidity than cash flow from operating
activities, which are determined in accordance with United States GAAP, it is
included to provide additional information regarding the ability of the Company
to meet its capital expenditures, working capital
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requirements and debt service. EBITDA, however, is not necessarily a measure of
the Company's ability to fund its cash needs.
--------------------------
Requests for additional copies of the Prospectus and this Supplement and
questions and requests for assistance may be directed to the Exchange Agent:
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<S> <C> <C>
BY MAIL: BY HAND/OVERNIGHT EXPRESS: FACSIMILE TRANSMISSION:
IBJ Schroder Bank & Trust IBJ Schroder Bank & Trust (212) 858-2611
Company Company (For Eligible Institutions Only)
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004 TO CONFIRM RECEIPT:
New York, New York Attention: Securities Processing (212) 858-2103
10274-0084 Window, Subcellar One (SC-1)
Attention: Reorganization
Operations Department
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