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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
0-21317 872298104
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SEC File Number CUSIP Number
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
TCI Satellite Entertainment, Inc.
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Full Name of Registrant
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Former Name if Applicable
8085 South Chester Street, Suite 300
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Address of Principal Executive Office
Englewood, Colorado 80112
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will
[X] be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The financial statements and Form 10-K of PRIMESTAR, Inc., a significant
investee of the Registrant accounted for by the equity method, have not been
filed due to ongoing negotiations regarding the restructuring of PRIMESTAR'S
senior subordinated indebtedness and certain other funding arrangements.
Accordingly, the Registrant is unable to file its Form 10-K for the year
ended December 31, 1998 without unreasonable effort or expense. The Registrant
expects PRIMESTAR to file its Form 10-K on or before April 15, 1999, and the
Registrant will file its Form 10-K on or before April 15, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Kenneth G. Carroll 303 712-4600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earning statement to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Effective April 1, 1998, the Registrant completed a series of transactions
whereby it contributed and transferred substantially all of its assets and
liabilities to PRIMESTAR, Inc. in exchange for a 37% ownership interest in
PRIMESTAR, Inc. Accordingly, the Registrant's results of operations for the
year ended December 31, 1998 consist primarily of (i) operating results for
its direct broadcast satellite business for three months and (ii) share of
losses of PRIMESTAR for nine months. As a result, the Registrant's revenue
decreased from $562 million in 1997 to $169 million in 1998, its operating
loss decreased from $172 million in 1997 to $55 million in 1998, and its
net loss increased from $238 million in 1997 to $445 million in 1998.
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TCI Satellite Entertainment, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1999
By /s/ Kenneth G. Carroll
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Kenneth G. Carroll
Senior Vice President and
Chief Financial Officer
