<PAGE> 1
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): May 24, 1999
TCI MUSIC, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-22815 84-1380293
- ---------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
67 Irving Place North, 4th Floor
New York, NY 10003
--------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (212) 387-7700
(Former name or former address, if changed since last report): Not applicable
<PAGE> 2
Item 5. OTHER EVENTS
See Exhibit 99 to this Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. Exhibit 99. TCI Music, Inc. Press Release issued May 24,
1999.
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 hereunto duly authorized.
TCI MUSIC, INC.
Date: May 24, 1999 By: /s/ Ralph J. Sorrentino
-----------------------------
Ralph J. Sorrentino
Executive Vice President and
Chief Financial Officer
<PAGE> 3
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- -----------------------
99 TCI Music, Inc. Press Release issued May 24, 1999.
<PAGE> 1
EXHIBIT 99
TCI MUSIC TO REDEEM OUTSTANDING PREFERRED STOCK
NEW YORK, May 24, 1999 --TCI Music, Inc. ("TCI Music") (Nasdaq: TUNE, TUNEP)
today announced that its Board of Directors has called for redemption and will
redeem all outstanding shares of its Series A Convertible Preferred Stock on
June 11, 1999 at $23.175 per share, payable to shareholders of record as of May
20, 1999.
Each share of Preferred Stock can be converted into three shares of Series A
Common Stock until June 11, 1999. All shares not converted into shares of TCI
Music Series A Common Stock prior to the June 11th redemption date will be
surrendered to the redemption and conversion agent, The Bank of New York, for
liquidation at $23.175 per share. Based upon the last reported sale price of the
Series A Common Stock on the Nasdaq SmallCap on May 20, 1999, of $46.50 per
share, the market value of the Series A Common Stock into which a share of
preferred is convertible equals $139.50 per share of preferred and therefore
exceeds the $23.175 redemption price of the Preferred Stock.
A formal notice of redemption and related instructions will be sent to
shareholders of record. The Company currently has 1,053,531 shares of Preferred
Stock outstanding, 84,242 of which are beneficially owned by Liberty Media
Corporation (NYSE: LMG.A, LMG.B), an affiliate of the Company. Liberty has
advised the Company that it intends to convert all of the shares of Preferred
Stock held by it into shares of Series A Common Stock. The total number of
shares subject to redemption will be reduced by the number of shares of
Preferred Stock converted into Series A Common Stock between the record date and
the redemption date.
TCI Music, Inc. is a diversified music entertainment company delivering audio
and video music services to commercial and residential consumers via satellite,
television, the Internet and other methods. TCI Music, Inc. is comprised of DMX,
LLC (DMX) which programs, markets, and distributes the premium digital audio
music service known as Digital Music Express(R), the Box Worldwide, Inc. (The
Box), which programs and distributes the interactive music video television
network, The Box Music Network(R), and SonicNet(R), a leading Internet music
network consisting of a group of music Web sites. TCI Music, Inc. is traded on
the Nasdaq Small Cap Market through its Series A Common Stock and Series A
convertible Preferred Stock under the symbols TUNE and TUNEP, respectively.
Contact: Ralph Sorrentino (212) 387-7700
Jeff Majtyka at Brainerd Communicators (212) 986-6667
