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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER: 0-21317
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TCI SATELLITE ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
STATE OF DELAWARE 84-1299995
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7600 EAST ORCHARD ROAD, SUITE 330 SOUTH
ENGLEWOOD, COLORADO 80111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 268-5440
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
SERIES A COMMON STOCK, PAR VALUE $1.00 PER SHARE
SERIES B COMMON STOCK, PAR VALUE $1.00 PER SHARE
Indicated by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicated by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. /X/
The aggregate market value of the voting stock held by nonaffiliates of TCI
Satellite Entertainment, Inc. computed by reference to the last sales price of
such stock, as of the close of trading on February 29, 2000, was approximately
$850,935,134.
The number of shares outstanding of TCI Satellite Entertainment, Inc.'s
common stock as of February 29, 2000 was:
Series A Common Stock - 62,894,446 shares; and
Series B Common Stock - 8,465,224 shares.
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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, thereunto duly authorized.
TCI SATELLITE ENTERTAINMENT, INC.
By: /s/ Kenneth G. Carroll
---------------------------------
Name: Kenneth G. Carroll
Title: SENIOR VICE PRESIDENT, CHIEF
FINANCIAL OFFICER AND TREASURER
Dated June 26, 2000
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PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
Included in Part II of this Report:
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Independent Auditors' Report.............................................. II-8
Consolidated Balance Sheets,
December 31, 1999 and 1998............................................. II-9
Consolidated Statements of Operations,
Years ended December 31, 1999, 1998 and 1997........................... II-10
Consolidated Statements of Equity (Deficit),
Years ended December 31, 1999, 1998 and 1997........................... II-11
Consolidated Statements of Cash Flows,
Years ended December 31, 1999, 1998 and 1997........................... II-12
Notes to Consolidated Financial Statements,
December 31, 1999, 1998 and 1997....................................... II-13
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(a)(2) FINANCIAL STATEMENT SCHEDULES
Included in Part IV of this Report:
(i) Financial Statement Schedules required to be filed:
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Schedule II-Valuation and Qualifying Accounts,
Years ended December 31, 1999,......................................... IV-6
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IV-1
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(a)(3) EXHIBITS
The following exhibits are filed herewith or are incorporated by reference
herein (according to the number assigned to them in Item 601 of Regulation S-K)
as noted:
2--Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession:
2.1 Reorganization Agreement dated as of December 4, 1996, among
Tele-Communications, Inc. ("TCI"), TCI Communications, Inc.
("TCIC"), Tempo Enterprises, Inc., TCI Digital Satellite
Entertainment, Inc., TCI K-1, Inc. ("TCI K-1"), United Artists
K-1 Investments, Inc. ("UA K-1"), TCI SE Partner 1, Inc. ("TCISE
1"), TCI SE Partner 2, Inc. "(TCISE 2") and TCI Satellite
Entertainment, Inc. (the "Company"). (d)
2.2 Merger and Contribution Agreement dates as of February 6, 1998,
among the Company, PRIMESTAR, Inc., Time Warner Entertainment
Company L.P. ("TWE"), Advance/Newhouse Partnership ("Newhouse"),
Comcast Corporation ("Comcast"), Cox Communications, Inc.
("Cox"), MediaOne of Delaware, Inc. ("MediaOne") and GE American
Communications, Inc. ("GE Americom"). (f)
2.3 Asset Transfer Agreement dates as of February 6, 1998, between
the Company and PRIMESTAR, Inc. (f)
2.4 Agreement and plan of Merger dates as of February 6, 1998,
between the Company and PRIMESTAR, Inc. (f)
2.5 Guarantee Agreement dated as of February 6, 1998, by US WEST
Media Group, Inc. ("US West"), in favor of each of the Company,
PRIMESTAR, Inc., TWE, Newhouse, Comcast, Cox and GE Americom. (f)
2.6 Letter Agreement dates as of February 6, 1998, between John C.
Malone and the Company, PRIMESTAR, Inc., TWE, Newhouse, Comcast,
Cox, MediaOne and GE Americom, for the benefit of the Company,
PRIMESTAR, Inc., TWE, Newhouse, Comcast, Cox, MediaOne and GE
Americom. (f)
2.7 Voting Agreement dates as of June 12, 1997, among John C. Malone,
Time Warner Cable, a division of TWE, Comcast, the Company, Cox,
MediaOne, Newhouse and GE Americom. (f)
2.8 Voting Agreement dates as of June 12, 1997, among Donne F.
Fisher, as Co-Personal Representative of the Estate of Bob
Magness, Time Warner Cable, a division of TWE, Comcast, the
Company, Cox, MediaOne, Newhouse and GE Americom. (f)
2.9 Voting Agreement dates as of June 12, 1997, among TCI, John C.
Malone, Time Warner Cable, a division of TWE, Comcast, the
Company, Cox, MediaOne, Newhouse and GE Americom. (f)
2.10 Form of Stockholders Agreement among PRIMESTAR, Inc., the
Company, TWE, Newhouse, Comcast, Cox, MediaOne, Continental
Satellite company, Inc./, Continental Satellite Company of
Chicago, Inc., Continental Satellite Company of Minnesota, inc.,
Continental Satellite company of New England, Inc., Continental
Satellite Company of Michigan, Inc., Continental Satellite
Company of Ohio, Inc., Continental Satellite Company of Virginia,
Inc., MediaOne Satellite II, Inc., GE Americom and John C.
Malone. (f)
2.11 Form of Registration Rights Agreement among PRIMESTAR, inc., the
Company, TWE, Newhouse, Comcast, Cox, MediaOne, Continental
Satellite company, Inc./, Continental Satellite Company of
Chicago, Inc., Continental Satellite Company of Minnesota, Inc.,
Continental Satellite company of New England, Inc., Continental
Satellite Company of Michigan, Inc., Continental Satellite
Company of Ohio, Inc., Continental Satellite Company of Virginia,
Inc., MediaOne Satellite II, Inc., GE Americom and John C.
Malone. (f)
2.12 Share Appreciation Rights Agreement, dated as of April 28,
1999 (h)
IV-2
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2.13 Pledge and Security Agreement dated as of April 28, 1999 (h)
2.14 Amendment dated as of March 10, 1999 to TSAT Tempo Agreement
Dated as of February 6, 1998 Between Primestar, Inc. and TCI
Satellite Entertainment, Inc. (a)
2.15 Termination Agreement TSAT Merger Agreement (a)
2.16 Stockholders Agreement dates as of February 6, 1998, among
PRIMESTAR, Inc., the Company and John C. Malone. (f)
2.17 TSAT Tempo Agreement dated as of February 6, 1998, between
PRIMESTAR, Inc., and the Company. (f)
2.18 Contribution and Exchange Agreement (TSAT) among TCI Satellite
Entertainment, Inc., Liberty LSAT, Inc. and Liberty LSAT II, Inc.
dated as of March 16, 2000. (a)
2.19 Contribution Agreement by and among Liberty Media Corporation,
Liberty Media International, Inc., LSAT Holdings, Inc., TCI
Satellite Entertainment, Inc., TSAT Holding 1, Inc., each of the
Liberty Members signatory hereto, Liberty Satellite, LLC, and
LSAT Astro, LLC dated March 16, 2000. (a)
2.20 Operating Agreement of Liberty Satellite, LLC dated March 16,
2000. (a)
2.21 Amended and Restated Operating Agreement of LSAT Astro LLC dated
March 16, 2000. (a)
3--Articles of Incorporation and Bylaws:
3.1 Amended and Restated Certificate of Incorporation of the
Company. (e)
3.2 Amended and Restated Bylaws of the Company. (e)
3.3 TCI Satellite Entertainment, Inc. Certificate of Designations,
Series A Preferred Stock. (a)
3.4 TCI Satellite Entertainment, Inc. Certificate of Designations,
Series B Preferred Stock. (a)
4--Instruments Defining the Rights of Security Holders:
4.1 Specimen certificate representing shares of Series A Common Stock
of the Company. (e)
4.2 Specimen certificate representing shares of Series B Common Stock
of the Company. (e)
10--Material Contracts:
10.1 TCI Satellite Entertainment, Inc. 1996 Stock Incentive Plan. (e)
10.2 Qualified Employee Stock Purchase Plan of the Company. (d)
10.3 Indemnification Agreement dated December 4, 1996, by and between
TCI and Gary S. Howard. (d)
10.4 Option Agreement, dated as of December 4, 1996, by and between
the Company and Gary S. Howard. (d)
10.5 Option Agreement, dated as of December 4, 1996, by and between
the Company and Larry E, Romrell. (d)
10.6 Option Agreement, dated as of December 4, 1996, by an between the
Company and Brendan R. Clouston. (d)
10.7 Option Agreement, dated as of December 4, 1996, by ad between the
Company and David P. Beddow. (d)
IV-3
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10.8 1996 Ancillary Agreement Among Partners dates as of October
18, 1996, among PRIMESTAR Partners L.P., the Participating
Partners named therein, GE Americom Services, Inc. and its
affiliate GE American Communications, Inc. (d)
10.9 Annex A to the 1996 Ancillary Agreement Among Partners. (e)
10.10 Option agreement dated February 8, 1990, between Tempo and K
Prime Partners, L.P. (e)
10.11 Letter Agreement dated July 30, 1993, between Tempo and
PRIMESTAR Partners, L.P. relating to FSS. (e)
10.12 Letter Agreement dated July 30, 1993, between Tempo an
PRIMESTAR Partners, L.P. relating to BSS. (e)
10.13 TPO-1-290 BSS Construction Agreement dates as of February 22,
1990, between Tempo and Space Systems/Loral, Inc. (e)(h)
10.14 Trade Name and Service Mark License Agreement dates as of
December 4, 1996, between TCI and the Company. (d)
10.15 Tax Sharing Agreement effective July 1, 1995, among TCIC and
certain other subsidiaries of TCI. (e)
10.16 First Amendment to Tax Sharing Agreement dates as of October
1995, among TCIC a certain other subsidiaries of TCI. (e)
10.17 Second Amendment to Tax Sharing Agreement dates as of December
3, 1996, among TCIC and certain other subsidiaries of TCI. (d)
10.18 TCI/TSAT Tax Sharing Agreement dated June 1997, by and between
the Company and TCI. (f)
10.19 Share Purchase Agreement dated as of December 4, 1996, between
TCI and the Company. (d)
10.20 Option Agreement dated as of December 4, 1996, between TCI and
the Company. (d)
10.21 Indemnification Agreement dated as of June 11, 1997, among
News Corp., the Company, PRIMESTAR Partners, Time Warner,
Comcast, Cox, MediaOne, Newhouse, and GE Americom. (f)
10.22 TCI Satellite Entertainment, Inc. 1997 Nonemployee Director
Plan. (f)
10.23 Asset Purchase Agreement by and among Hughes Electronics
Corporation, PRIMESTAR, Inc., PRIMESTAR Partners L.P., Tempo
Satellite, Inc. and the Stockholders of PRIMESTAR listed
herein, dates as of January 22, 1999. (g)
10.24 Asset Purchase Agreement among PRIMESTAR, Inc., PRIMESTAR
Partners L.P., PRIMESTAR MOV, Inc., the Stockholders of
PRIMESTAR, Inc. listed herein and Hughes Electronics
Corporation dated as of January 22, 1999. (g)
10.25 PRIMESTAR Payment Agreement dated as of January 22, 1999 among
TCI Satellite Entertainment, Inc., PRIMESTAR, Inc., the
Funding Parties and Paragon Communications. (j)
21 Subsidiaries of the Registrant. (a)
23 Consent of KPMG LLP. (a)
27 Financial Data Schedule. (a)
(a) Filed herewith.
(b) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1998 (Commission File No.
0-21317).
IV-4
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(c) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1997 (Commission File No.
0-21317).
(d) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1996 (Commission File No.
0-21317).
(e) Incorporated by reference to the Company's Registration Statement
on Form 10 filed with the Securities and Exchange Commission
("SEC") on November 15,1996 (Registration No. 0-21317).
(f) Incorporated by reference to PRIMESTAR, Inc.'s Registration
Statement on Form S-4 filed with the SEC on February 9, 1998
(Registration No. 333-45835).
(g) Incorporated by reference to the Company's Current Report on Form
8-K, dated February 1, 1999.
(h) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the period ended, March 31, 1999.
(i) Portions of this document have been granted confidential
treatment by the SEC and have been redacted in accordance
therewith.
(j) Incorporated by reference to Phoenixstar, Inc's Current Report on
Form 8-K, dated May 13, 1999.
(b) REPORTS ON FORM 8-K FILED DURING THE QUARTER ENDED DECEMBER 31, 1999:
None.
IV-5
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TCI SATELLITE ENTERTAINMENT, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
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Additions Deductions
Balance at charged to write-offs Balance
beginning profit net of at end
of year and loss recoveries Other(1) of year
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Year ended December 31, 1999:
Allowance for doubtful receivables-trade ...... $ -- -- -- -- --
Year ended December 31, 1998:
Allowance for doubtful receivables-trade ...... $5,307 3,062 (4,003) (4,366) --
Year ended December 31, 1997:
Allowance for doubtful receivables-trade ...... $4,666 18,339 (17,698) -- 5,307
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(1) Contribution of accounts receivable and related allowance for doubtful
accounts in connection with TSAT Asset Transfer.
IV-6
