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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 134
Date of Report: September 29, 1999
Date of Earliest Event Reported: September 28, 1999
INTERMEDIA CAPITAL PARTNERS IV, L.P.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
333-11893 94-3247750
(Commission File Number) (I.R.S. Employer Identification No.)
235 MONTGOMERY STREET, SUITE 420
SAN FRANCISCO, CALIFORNIA 94104
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (415) 616-4600
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ITEM 5. OTHER EVENTS
On September 28, 1999, the Registrant and its wholly-owned subsidiary,
InterMedia Partners IV Capital Corp. (together, the "Offerors"), in connection
with their tender offer (the "Tender Offer") for their 11 1/4% Senior Notes due
2006 (the "Notes"), announced the pricing for each $1,000 principal amount of
such Notes, assuming a payment date of October 1, 1999. This Form 8-K is
qualified in its entirety by (i) the text of the press release, dated September
28, 1999, announcing the pricing of the Notes; (ii) the text of the press
release, dated September 24, 1999, informing the holders of the new expiration
time and the new price determination date; (iii) the text the press release,
dated September 15, 1999, informing the holders that the requisite consents had
been received from holders of the Notes (pursuant to the consent solicitation
which relates to the Tender Offer) approving the proposed amendments to the
Indenture governing the Notes and informing the holders of the first extension
of the Tender Offer; and (iv) the Offer to Purchase, dated August 31, 1999, and
related materials relating to the Tender Offer and consent solicitation, which
were filed as an exhibit to the Registrant's Form 8-K filed on August 31, 1999.
EXHIBITS.
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<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Indenture between the Offerors and The Bank of New York, as
trustee, dated as of July 30, 1996(1)
4.2 First Supplemental Indenture, dated as of November 11, 1998, to
the Indenture(2)
99.1 Press Release, dated September 15, 1999(3)
99.2 Offer to Purchase (and related materials relating to the Tender
Offer and consent solicitation), dated August 31, 1999(2)
99.3 Press Release, dated September 24, 1999(4)
99.4 Press Release, dated September 28, 1999
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(1) Incorporated herein by reference from the Registrant's Form S-4
(Registration Number 333-11893), filed with the Commission on September 12,
1996, as declared effective by the Commission on December 10, 1996.
(2) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on August 31, 1999.
(3) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on September 15, 1999.
(4) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on September 28, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: September 28, 1999
INTERMEDIA CAPITAL PARTNERS IV, L.P.
By: InterMedia Capital Management, LLC,
its General Partner
By: InterMedia Management, Inc., its Managing
Member
By: /s/ Robert J. Lewis
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Robert J. Lewis
President
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EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Indenture between the Offerors and The Bank of New York, as
trustee, dated as of July 30, 1996(1)
4.2 First Supplemental Indenture, dated as of November 11, 1998, to
the Indenture(2)
99.1 Press Release, dated September 15, 1999(3)
99.2 Offer to Purchase (and related materials relating to the Tender
Offer and consent solicitation), dated August 31, 1999(2)
99.3 Press Release, dated September 24, 1999(4)
99.4 Press Release, dated September 28, 1999
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(1) Incorporated herein by reference from the Registrant's Form S-4
(Registration Number 333-11893), filed with the Commission on September 12,
1996, as declared effective by the Commission on December 10, 1996.
(2) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on August 31, 1999.
(3) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on September 15, 1999.
(4) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on September 28, 1999.
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EXHIBIT 99.4
PRESS RELEASE RE: ANNOUNCEMENT OF PRICE
FOR IMMEDIATE RELEASE CONTACT: EDON SMITH
September 28, 1999 InterMedia Partners
(415) 616-4600
SAN FRANCISCO, California, September 28, 1999 - InterMedia Capital
Partners IV, L.P. ("InterMedia") and InterMedia Partners IV Capital Corp.
(together with InterMedia, the "Offerors") today announced that as of 2:00 p.m.,
New York City time, on September 28, 1999 (the "Price Determination Date"), in
connection with the tender offer (the "Offer") and consent solicitation (the
"Solicitation") relating to their 11 1/4% Senior Notes due 2006 (the "Notes"),
the pricing for each $1,000 principal amount of such Notes, assuming a payment
date of October 1, 1999, is as follows:
<TABLE>
<S> <C>
CUSIP NO. 458800AB5
CONSENT TIME 12:00 Midnight, September 14,
1999
OFFER EXPIRATION TIME 12:00 Midnight, September 30,
1999
REFERENCE TREASURY SECURITY 5 1/2% US Treasury Notes due
7/31/01
REFERENCE TREASURY YIELD 5.61%
TOTAL CONSIDERATION $1,138.07
CONSENT PAYMENT $30.00
TENDER OFFER CONSIDERATION $1,108.07
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The Offer is currently scheduled to expire at 12:00 midnight, New York
City time, on September 30, 1999 (such date and time, as the same may be
extended, the "Offer Expiration Time"), and the Offerors anticipate making
payments relating to the Offer and the Solicitation promptly after the Offer
Expiration Time, but in any event within two business days after the Offer
Expiration Time.
TD Securities (USA) Inc. and Banc of America Securities LLC are acting as
the Dealer Managers and Solicitation Agents for the Offer. The Depositary for
the Offer is The Bank of New York.
Additional information concerning the terms of the Offer may be obtained
from TD Securities (USA) Inc. at 212-827-7669 (Attention: Ervil G. Spencer) and
Banc of America Securities LLC at 888-292-0070 (Attention: Liability Management
Group). Copies of the Offer to Purchase and Consent Solicitation Statement and
related documents may be obtained by contacting Beacon Hill Partners, Inc., the
Information Agent, at 800-755-5001.
