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) August 13, 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
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ITEM 5. OTHER EVENTS.
On August 13, 1999, TV Filme, Inc. (the "Company") announced that it
had reached an agreement in principle with a committee representing holders of
the Company's outstanding 12-7/8% senior notes due 2004. TV Filme, Inc. expects
that this agreement will significantly reduce its existing long-term debt, and
enable the Company to continue the build-out of its recently acquired
multi-point, multi-channel distribution systems ("MMDS") licenses. The agreement
in principle is subject to execution of definitive documentation, and is to be
effected pursuant to a pre-arranged plan, which will require court approval
under Chapter 11 of the U.S. Bankruptcy Code.
Pursuant to the restructuring agreement, the senior noteholders will
receive a $25 million cash payment and their existing notes will be converted
into (i) New Senior Secured Notes in the aggregate principal amount of $35
million, with a five year maturity and interest of 12% per annum (interest
payable-in-kind at the option of the reorganized company through the first 24
months), and (ii) 80% of the new common equity of the reorganized company.
Current management will receive 15% of the new common equity, and existing
common stockholders of TV Filme, Inc. will receive 5% of the common equity of
the reorganized company in exchange for their current stake.
A copy of the Company's press release, dated August 13, 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 August 13, 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: August 19, 1999 By: /s/Hermano Studart Lins de Albuquerque
------------------------------------------
Name: Hermano Studart Lins de Albuquerque
Title: Chief Executive Officer
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
99 Press Release of the Company, dated August 13, 1999.
<PAGE>
EXHIBIT 99
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. ANNOUNCES AGREEMENT IN PRINCIPLE TO RESTRUCTURE
BRASILIA, Brazil, (Aug. 13, 1999) -- TV Filme, Inc. (OTC Bulletin
Board: PYTV) today announced that it had reached an agreement in principle with
a committee representing holders of the Company's outstanding 12-7/8% senior
notes due 2004. TV Filme, Inc. expects that this agreement will significantly
reduce its existing long-term debt, and enable the Company to continue the
build-out of its recently acquired multi-point, multi-channel distribution
systems ("MMDS") licenses. The agreement in principle is subject to execution of
definitive documentation, and is to be effected pursuant to a pre-arranged plan,
which will require court approval under Chapter 11 of the U.S. Bankruptcy Code.
Hermano Studart Lins de Albuquerque, Chief Executive Officer of TV
Filme, Inc. said, "We are extremely pleased to announce this agreement in
principle with the bondholder committee. Implementation of this agreement will
significantly reduce the Company's long-term debt, and allow the Company to
capitalize on the many opportunities present in the Brazilian telecommunications
market. The restructuring will leave our operations in Brazil on a stronger
financial footing to grow."
Mr. Albuquerque emphasized that all of the Company's subsidiaries will
be excluded from the pre-arranged plan and there will be no interruption in
their operations, and no impact on their ability to fulfill commitments to
vendors, customers and government agencies. "During the restructuring period,
our daily operations will continue as usual and we will continue to provide our
customers with the highest quality of programming, service, and reliability."
Pursuant to the restructuring agreement, the senior noteholders will
receive a $25 million cash payment and their existing notes will be converted
into (i) New Senior Secured Notes in the aggregate principal amount of $35
million, with a five year maturity and interest of 12% per annum (interest
<PAGE>
payable-in-kind at the option of the reorganized company through the first 24
months), and (ii) 80% of the new common equity of the reorganized company.
Current management will receive 15% of the new common equity, and existing
common stockholders of TV Filme, Inc. will receive 5% of the common equity of
the reorganized company in exchange for their current stake.
Headquartered in Brasilia, Brazil, TV Filme, Inc. is a leading provider
of subscription television, data and internet services in mid-sized markets in
Brazil. The Company has established wireless cable operating systems in
Brasilia, Goiania, Belem and Campina Grande, which together comprise over 1.4
million households. Also, the Company holds wireless cable licenses in the
cities of Bauru, Caruaru, Franca, Porto Velho, Presidente Prudente and Uberaba,
which together comprise nearly 0.4 million households. TV Filme, Inc. reports
all results in U.S. dollars and prepares its financial statements in accordance
with U.S. generally accepted accounting principles.
The matters discussed in this release include forward-looking
statements that involve risks and uncertainties, including the negotiation of
definitive agreements to implement the proposed restructuring, bankruptcy court
approval, and 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.
