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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 1934
Date of Report: September 15, 1999
Date of Earliest Event Reported: September 15, 1999
INTERMEDIA CAPITAL PARTNERSHIP 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 15, 1999, the Registrant and its wholly-owned subsidiary,
InterMedia Partners IV Capital Corp. (together, the "Offerors"), extended their
tender offer for, and related solicitation of consents (together, the "Offer")
from certain holders of, its 11 1/4% Senior Notes due 2006 (the "Notes"). The
new expiration time for the Offer is 12:00 midnight, New York City time, on
September 29, 1999 unless further extended or abandoned. This Form 8-K is
qualified in its entirety by (i) the text of the press release, dated September
15, 1999, informing the holders that a majority of holders had consented to the
proposed amendments to the Indenture governing the Notes and informing the
holders of the extension and (ii) the Offer to Purchase, dated August 31, 1999,
and related materials relating to the tender offer and the consent solicitation,
which were filed as an exhibit to a Form 8-K filed on August 31, 1999.
Exhibits.
EXHIBIT NO. DESCRIPTION
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
99.2 Offer to Purchase (and related materials relating to the
tender offer and consent solicitation), dated August 31,
1999 (2)
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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.
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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 15, 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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EXHIBIT 99.1
PRESS RELEASE, DATED SEPTEMBER 15, 1999
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PRESS RELEASE
RE: INTERMEDIA RECEIVES REQUISITE CONSENTS IN TENDER FOR ITS 11 1/4%
SENIOR NOTES AND EXTENDS OFFER EXPIRATION TIME
FOR IMMEDIATE RELEASE CONTACT: Edon Smith
September 15, 1999 InterMedia Partners
(415) 616-4600
SAN FRANCISCO, California, September 15, 1999 - InterMedia Capital
Partners IV, L.P. ("InterMedia") today announced that it and its wholly-owned
subsidiary, InterMedia Partners IV Capital Corp. (together with InterMedia, the
"Offerors") have received the requisite consents in the tender offer and
consent solicitation (the "Offer") relating to their 11 1/4% Senior Notes due
2006 (the "Notes") pursuant to the Offer to Purchase and Consent Solicitation
Statement dated August 31, 1999 (the "Statement"). The consent solicitation
expired at 12:00 midnight on September 14, 1999 (the "Consent Time"). As of the
Consent Time, holders of approximately 99.94% of the original outstanding
principal amount of the Notes had tendered their Notes pursuant to the Offer.
Payment on tendered securities will be made pursuant to the terms set
forth in the Statement. The supplement indenture (as described in the
Statement) effecting the proposed amendments will be executed as soon as
practicable, however, the proposed amendments to the Indenture will not be
operative until the date on which the Offerors accept tendered Notes for payment
pursuant to the Offer as described in the Statement.
The Offerors have extended the expiration of the Offer from September 28,
1999 to 12:00 midnight, New York City time, on September 29, 1999 (such date
and time, as the same may be extended, 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.
InterMedia currently operates cable systems serving over 600,000 customers
located in the southeastern United States. InterMedia is a leader in the cable
industry in the deployment of advanced cable communications services,
high-speed internet access and entertainment services.
