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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 1999
TCI MUSIC, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-22815 84-1380293
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
67 Irving Place North, 4th Floor
New York, NY 10003
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (212) 387-7700
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(Former name or former address, if changed since last report): Not applicable
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ITEM 5. OTHER EVENTS
TCI Music, Inc. (the "Company") announced April 6, 1999 that it has
received a proposal from Liberty Media Corporation ("Liberty") for a transaction
in which Liberty would contribute substantially all of its Internet and
interactive television assets, including those held by its wholly owned
subsidiary, Liberty Digital, to the Company in exchange for newly issued shares
of the Company's Series B common stock. The assets proposed to be contributed
include equity investments in various Internet companies, including
priceline.com Inc., iVillage Inc., SportsLine USA, Inc., and drugstore.com,
Inc., as well as Liberty's rights to provide interactive video services to AT&T
cable systems under an agreement entered into in connection with the merger of
AT&T Corp. and Tele-Communications, Inc. The Company would assume approximately
$50 million in debt related to the contributed assets.
As part of the proposal, Liberty also proposes to loan up to $50
million to the Company pursuant to a convertible note on terms to be mutually
agreed and debt currently owed by the Company to Liberty also would be exchanged
for convertible debt on the same terms.
Following the transaction, the Company would change its name to Liberty
Digital, Inc. Subject to mutually agreeable terms and conditions, Liberty will
agree that the Company will be its primary vehicle for investing in and
developing Internet and other interactive media businesses.
Under the proposal, 128,755,360 shares of the Company's Series B common
stock would be issued to Liberty, thereby causing Liberty's interest in the
Company to increase from approximately 86% to 94% of the combined outstanding
shares of the Company's Series A common stock, Series B common stock, and
redeemable convertible preferred stock.
Completion of the proposed transaction will be subject, among other
conditions, to a stockholder vote and receipt of an opinion from the Company's
financial advisor to the effect that the transaction is fair to the Company's
stockholders (other than Liberty and its affiliates) from a financial point of
view.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 1999 TCI Music, Inc.
By: /s/ Thomas McPartland
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Name: Thomas McPartland
Title: President and Chief Executive Officer
