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) December 16, 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 December 16, 1998, TV Filme, Inc. (the "Company") announced that it
is amending the terms of its tender offer for its 12-7/8% Senior Notes due 2004
(the "Notes"). The amendments consist of an increase in the purchase price for
the Notes, a reduction in the total principal amount of Notes being sought by
the Company and a reduction in the minimum tender condition. The Company also
announced that it had extended the expiration date for the tender offer from
December 23, 1998 to 12:00 midnight, New York City time, on December 30, 1998
A copy of the Company's press release, dated December 16, 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 December 16, 1998.
<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 16, 1998 By: /S/ HERMANO STUDART LINS DE ALBUQUERQUE
---------------------------------------
Name: Hermano Studart Lins de Albuquerque
Title: Chief Executive Officer
<PAGE>
EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
99 Press Release of the Company, dated December 16, 1998.
<PAGE>
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 AMENDMENTS TO THE TERMS OF ITS CASH
TENDER OFFER FOR 12-7/8% SENIOR NOTES DUE 2004 AND EXTENSION OF
TENDER OFFER EXPIRATION DATE
BRASILIA, BRAZIL (December 16, 1998) - TV Filme, Inc. (Nasdaq: "PYTV") today
announced that it is amending the terms of its tender offer for its 12-7/8%
Senior Notes due 2004 (the "Notes"). The amendments consist of an increase in
purchase price for the Notes, a reduction in the total principal amount of Notes
being sought for tender by the Company and a reduction in the minimum tender
condition.
Subject to the terms and conditions set forth in the tender offer, the total
consideration to be paid in respect of validly tendered Notes and validly
delivered consents has been increased to $250 per $1,000 principal amount of
Notes. Of the total consideration to be paid, $240 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 has been informed by the Depositary that no Notes had been tendered
as of 5:00 P.M., New York City time, on December 15, 1998.
In addition, the Company has reduced the total principal amount of Notes which
it is seeking to purchase from $140 million to $120 million, and has reduced
from $120 million to $100 million the minimum principal amount of Notes required
to be validly tendered and not withdrawn prior to the new expiration date.
The Company also announced that it has extended the expiration date for the
tender offer from December 23, 1998 to 12:00 midnight, New York City time, on
December 30, 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.
Headquartered in Brasilia, Brazil, TV Filme, Inc. provides 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 seven markets in Brazil
representing approximately 490,000 households. The Company had approximately
93,000 subscribers as of September 30, 1998.
The matters discussed in this release include forward-looking statements that
involve risks and uncertainties, including the risks detailed from time to time
in TV Filme, Inc.'s reports filed with the Securities and Exchange Commission.
TV Filme, Inc. undertakes no duty to update such forward-looking statements.
