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) January 26, 2000
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
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
(a) On January 26, 2000, TV Filme, Inc. (the "Company") announced that
it had filed that morning a voluntary petition under chapter 11 of the United
States Bankruptcy Code, together with a pre-negotiated Plan of Reorganization
and the Disclosure Statement relating to such Plan, with the U.S. Bankruptcy
Court for the District of Delaware. The Company continues to operate and manage
its affairs as debtor in possession. A hearing for court approval of the
Disclosure Statement is expected to be set for late February, 2000. Following
approval of the adequacy of the Disclosure Statement, ballots respecting the
Plan will be circulated to those parties entitled to vote on the Plan, and a
hearing to confirm the Plan will be scheduled. Holders of more than 65% of the
aggregate principal amount of TV Filme's outstanding 12-7/8% senior notes due
2004 (the "Senior Notes") have agreed to support and vote in favor of the
restructuring.
The Company's restructuring represents a consensual arrangement,
pursuant to a Restructuring Agreement, dated January 24, 2000, with holders of
more than 65% of the Company's outstanding Senior Notes. The restructuring
principally provides that 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 at least $35 million, subject to
adjustment, 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 new common equity
of the reorganized company in exchange for their current stake. The Plan
provides that the reorganized company will be a newly-formed Cayman Islands
holding company, and that the New Senior Secured Notes will be issued by ITSA -
Intercontinental Telecomunicacoes Ltda., an existing Brazilian subsidiary of TV
Filme.
A copy of the Company's press release, dated January 26, 2000, is
attached hereto as Exhibit 99.
(b) Not Applicable.
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 January 26, 2000.
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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: February 9, 2000 By: ___________________________________
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 January 26, 2000.
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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. REPORTS FILING PLAN OF REORGANIZATION
BRASILIA, Brazil, (January 26, 2000) -- TV Filme, Inc. (OTC Bulletin
Board: PYTV) reported today that it has filed this morning a voluntary petition
under chapter 11 of the United States Bankruptcy Code, together with a
pre-negotiated Plan of Reorganization and the Disclosure Statement relating to
such Plan, with the U.S. Bankruptcy Court for the District of Delaware. A
hearing for approval of the Disclosure Statement is expected to be set for late
February, 2000. Following approval, ballots respecting the Plan will be
circulated to those parties entitled to vote on it, and a hearing to confirm the
Plan will be scheduled. Holders of more than 65% of the aggregate principal
amount of TV Filme's outstanding 12-7/8% senior notes due 2004 (the "Senior
Notes") have agreed to support and vote in favor of the restructuring.
The Company's restructuring represents a consensual arrangement,
pursuant to a Restructuring Agreement dated January 24, 2000, with holders of
more than 65% of the Company's outstanding Senior Notes. TV Filme, Inc. expects
that this restructuring will significantly reduce the Company's 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
restructuring of the Company's indebtedness provides, among other things, as
follows:
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 at least $35 million, subject to adjustment, 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
<PAGE>
Filme, Inc. will receive 5% of the new common equity of the reorganized company
in exchange for their current stake. The Plan provides that the reorganized
company will be a newly-formed Cayman Islands holding company, and that the New
Senior Secured Notes will be issued by ITSA - Intercontinental Telecomunicacoes
Ltda., an existing Brazilian subsidiary of TV Filme.
Hermano Studart Lins de Albuquerque, Chief Executive Officer of TV
Filme, Inc. said, "We are pleased to announce the execution of this agreement
with our largest bondholders and the filing of the Plan. This restructuring
represents the result of important negotiations with our investors and will
place TV Filme in a much stronger position."
Mr. Albuquerque emphasized that the restructuring is being implemented
at the U.S. holding company level and will not affect the Company's operations
in Brazil. "We will continue to provide our customers with the highest quality
of programming, service, and reliability."
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 implementation of
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.
