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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: October 1, 1999
Date of Earliest Event Reported: September 30, 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 30, 1999, the Registrant and its wholly-owned subsidiary
InterMedia Partners IV Capital Corp. (together, the "Offerors") extended their
tender offer (the "Tender") for their 11 1/4% Senior Notes due 2006 (the
"Notes"). The new expiration time for the Tender Offer is 12:00 noon, New York
City time, on October 1, 1999, unless further extended or abandoned.
On October 1, 1999, the Offerors announced (i) the expiration of the
Tender Offer and (ii) the aggregate principal amount of Notes tendered and
accepted in the Tender Offer.
This Form 8-K is qualified in tis entirety by (i) the text of the press
release, dated October 1, 1999, announcing the expiration and results of the
Tender Offer; (ii) the text of the press release, dated September 30, 1999,
informing the holders of the new expiration time; (iii) the text of the press
release, dated September 28, 1999, announcing the pricing of the Notes; (iv)
the text of the press release, dated September 24, 1999, informing the holders
of the new expiration time and the new price determination date; (v) the text
of 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 (vi) 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.
<TABLE>
<CAPTION>
Exhibit No. Description
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<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)
</TABLE>
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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.
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
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(5)
99.5 Press Release, dated September 30, 1999
99.6 Press Release, dated October 1, 1999
</TABLE>
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(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 25, 1999.
(5) Incorporated herein by reference from the Registrant's Form 8-K, filed
with the Commission on September 29, 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: October 1, 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 INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99.5 Press Release, dated September 30, 1999
99.6 Press Release, dated October 1, 1999
</TABLE>
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EXHIBIT 99.5
PRESS RELEASE RE: EXTENSION OF TENDER OFFER EXPIRATION TIME
FOR IMMEDIATE RELEASE CONTACT: Edon Smith
September 30, 1999 InterMedia Partners
(415) 616-4600
SAN FRANCISCO, California, September 30, 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 extended the expiration of the tender offer (the "Offer") for
their 11 1/4% Senior Notes due 2006 (the "Notes"), to facilitate closing of
certain transactions with Charter Communications, Inc., which was scheduled to
expire tonight at 12:00 midnight, New York City time, to 12:00 noon, New York
City time, on Friday, October 1, 1999 (the "Offer Expiration Time").
On September 29, 1999, the Offerors announced the pricing of each $1,000
principal amount of Notes to be tendered and accepted in the Offer, assuming a
payment date of October 1, 1999. The Offerors anticipate making payments with
respect to the Offer and the related consent 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 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.
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EXHIBIT 99.6
PRESS RELEASE RE: EXPIRATION OF TENDER OFFER
FOR IMMEDIATE RELEASE CONTACT: Edon Smith
October 1, 1999 InterMedia Partners
(415) 616-4600
SAN FRANCISCO, California, October 1, 1999 - InterMedia Capital Partners
IV, L.P. ("InterMedia") and InterMedia Partners IV Capital Corp. (together with
InterMedia, the "Offerors") today announced that their tender offer (the
"Offer") for their 11-1/4% Senior Notes due 2006 (the "Notes") expired at 12:00
noon, New York City time, on October 1, 1999 (the "Offer Expiration Time").
Notes in the aggregate principal amount of $204,393,000 were tendered in the
Offer and have been accepted by the Offerors.
On September 29, 1999, the Offerors announced the pricing of each $1,000
principal amount of Notes tendered and accepted in the Offer, assuming a payment
date of October 1, 1999. The Offerors anticipate making payments with respect to
the Offer and the related consent 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.
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