TV FILME INC
8-K, 1999-07-29
CABLE & OTHER PAY TELEVISION SERVICES
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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)                  July 29, 1999


                                 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


<PAGE>



Item 5.  Other Events.

          On July 26, 1999, TV Filme, Inc. (the "Company")  announced that it is
in  negotiations  with  a  committee   representing  holders  of  the  Company's
outstanding 12 7/8% senior notes due 2004 regarding a possible  restructuring of
its  indebtedness.  The Company has entered into a  forbearance  agreement  with
members of the committee,  resulting from the Company's  decision not to pay the
interest due on the notes. The forbearance  agreement is currently  scheduled to
expire on July 30,  1999.  There can be no  assurances  that the Company will be
successful  in  negotiating   such  a  restructuring  or  an  extension  of  the
forbearance agreement.

          A copy of the  Company's  press  release,  dated  July  26,  1999,  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 July 26, 1999.



<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: July 29, 1999         By: /s/ Carlos Andre Studart Lins de Albuquerque
                                --------------------------------------------
                                Name:  Carlos Andre Studart Lins de Albuquerque
                                Title: Chief Operating Officer





<PAGE>



                                  EXHIBIT LIST

Exhibit No.     Description

   99           Press Release of the Company, dated July 26, 1999.









                        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
                                     Phone:  (212) 850-5600
                                     E-mail:  [email protected]


FOR IMMEDIATE RELEASE



                 TV FILME, INC. IN NEGOTIATIONS WITH NOTEHOLDERS
                        REGARDING POSSIBLE RESTRUCTURING

          BRASILIA,  BRAZIL (July 26, 1999) - TV Filme, Inc. (Nasdaq: "PYTV") TV
Filme,  Inc.  today  announced  that  it is in  negotiations  with  a  committee
representing holders of the Company's  outstanding 12 7/8% senior notes due 2004
regarding a possible restructuring of its indebtedness.  The Company has entered
into a forbearance  agreement with members of the committee,  resulting from the
Company's  decision not to pay the interest  due on the notes.  The  forbearance
agreement  is currently  scheduled  to expire on July 30, 1999.  There can be no
assurances   that  the  Company  will  be  successful  in  negotiating   such  a
restructuring or an extension of the forbearance agreement.

          TV Filme, Inc.  develops,  owns and operates pay television systems in
mid-sized   markets  in  Brazil  and  is  the  sole  provider  of   multi-point,
multi-channel  distribution systems ("MMDS") in the cities of Brasilia,  Goiania
and Belem.

          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.



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