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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) November 25, 1998
TV FILME, INC.
(Exact Name of Registrant as Specified in its 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-Bl.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 4 Pages
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ITEM 5. OTHER EVENTS.
On November 25, 1998, TV Filme, Inc. (the "Company") announced its
intention to purchase all of the Company's 12-7/8% Senior Notes due 2004 (the
"Notes") in a tender offer and to seek the amendment of certain of the covenants
in the indenture relating to the Notes through a solicitation of consents from
holders of the Notes. In addition, the Company also announced that the Company
had received notice from the Nasdaq Stock Market that it had determined that
delisting of the Company's common stock was appropriate as a result of the
Company's inability to satisfy Nasdaq maintenance standards.
A copy of the Company's press release, dated November 25, 1998, is
attached hereto as Exhibit 99.
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 November 25, 1998.
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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: November 25, 1998 By: /S/ CARLOS ANDRE STUDART LINS DE ALBUQUERQUE
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Name: Carlos Andre Studart Lins de Albuquerque
Title: President and Chief Operating Officer
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
99 Press Release of the Company, dated November 25, 1998.
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FOR IMMEDIATE RELEASE
CONTACTS: HERMANO ALBUQUERQUE, Chief Executive Officer
Phone: 011-55-61-314-9904 E-mail: [email protected]
MORGEN-WALKE ASSOCIATES
Andrea Kaimowitz/Katherine Mittelbusher
Press: Brian Maddox/Estelle Bieber
Phone: (212) 850-5600 E-mail: [email protected]
TV FILME, INC. ANNOUNCES TENDER OFFER FOR 12-7/8% SENIOR NOTES DUE 2004
AND FAILURE TO MEET NASDAQ MAINTENANCE STANDARDS
BRASILIA, BRAZIL (November 25, 1998) - TV Filme, Inc. (Nasdaq: "PYTV") today
announced its intention to purchase all of its 12-7/8% Senior Notes due 2004
(the "Notes") in a tender offer and to seek the amendment of certain of the
covenants and certain other provisions in the indenture relating to the Notes
(the "Indenture") through a solicitation of consents from record holders.
The total consideration to be paid in respect of validly tendered Notes and
validly delivered consents will be $150 per $1,000 principal amount of Notes. Of
the total consideration to be paid, $140 per $1,000 principal amount of Notes
will be paid in respect of validly tendered Notes and $10 per $1,000 principal
amount of Notes will be paid in respect of validly delivered consents.
The Company is soliciting the consents to amend the Indenture to eliminate
substantially all of the restrictive and financial covenants contained in the
Indenture and to waive non-payment of interest on the tendered Notes from
December 15, 1998 to the date of repurchase. Holders who tender their Notes will
be required to consent to the proposed amendments. Holders may not consent to
the proposed amendments without tendering their Notes.
The tender offer will expire at 12:00 midnight, New York City time, on December
23, 1998, unless extended. Tendered Notes may be withdrawn and consents may be
revoked at any time prior to 12:00 midnight, New York City time, on December 23,
1998. The information agent for the tender offer and consent solicitation is
MacKenzie Partners, Inc., reachable by phone at (212) 929-5500 -- Collect; or
(800) 322-2885 -- Toll Free.
Consummation of the tender offer and consent solicitation are conditioned upon a
number of conditions, including the valid tender of at least $120,000,000
principal amount of Notes.
TV Filme, Inc. today also announced that as a result of TV Filme, Inc.'s
inability to meet the Nasdaq maintenance standards, The Nasdaq National Market
advised the Company of its intention to delist the Company's common stock. On
October 6, 1998, the Company requested an oral hearing regarding the Nasdaq
staff's determination, which hearing has been scheduled for December 3, 1998.
Pending the outcome of the hearing, TV Filme, Inc.'s common stock will continue
to be listed on Nasdaq.
Headquartered in Brasilia, Brazil, TV Filme, Inc. is a leading provider of
subscription television services in mid-sized markets in Brazil. TV Filme, Inc.
has established wireless cable operating systems in the cities of Brasilia,
Goiania and Belem, which together comprise over 1.3 million households. The
Company has also been awarded licenses for an additional six markets in Brazil
representing approximately 440,000 households.
The matters discussed in this release include forward-looking statements that
involve risks and uncertainties, including the risks detailed from time to time
in the TV Filme Inc.'s reports filed with the Securities and Exchange
Commission. TV Filme, Inc. undertakes no duty to update such forward-looking
statements.
