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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
January 27, 1999
Date of Report (Date of earliest event reported)
@ Entertainment, Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 000-22877 06-1487156
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(State or Other Juris. of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
One Commercial Plaza
Hartford, Connecticut 06103-3585
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(Address of Principal
Executive Offices)
(860) 549-1674
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
On January 29, 1999, @ Entertainment, Inc. (the "Company") issued a
press release announcing that it had completed a debt offering with gross
proceeds of approximately $100 million and an offering of preference stock
with gross proceeds of approximately $50 million. The Company also announced
the fact that it had recently consummated, on January 20, 1999, an additional
debt offering with gross proceeds of approximately $10 million. A copy of the
press release is attached as Exhibit 99, and is incorporated herein by
reference.
2
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
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Number Description
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<S> <C>
99 Press Release of @ Entertainment, Inc.
dated January 29, 1999.
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SIGNATURES
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.
@ Entertainment, Inc.
Date: January 29, 1999 By: /s/ DONALD MILLER-JONES
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By: Donald Miller-Jones
Its: Chief Financial Officer
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EXHIBIT INDEX
NUMBER DESCRIPTION PAGE
99. Press Release of @ Entertainment, Inc. dated January 29, 1999.
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Exhibit 99
Poland's @ Entertainment Announces
Completion of Concurrent Debt and Equity Offerings
Hartford, CT - January 30, 1999 - @ Entertainment, Inc. (NASDAQ:ATEN) today
announced that it has completed a debt offering with gross proceeds of
approximately $100 million and an offering of preference stock with gross
proceeds of approximately $50 million. In addition, @Entertainment recently
consummated an additional debt offering with gross proceeds of approximately
$10 million.
Under the terms of the $100 million debt transaction, @Entertainment
sold 256,800 units, each unit consisting of $1,000 principal amount at maturity
of 14 1/2% senior discount notes due 2009 and four warrants, each warrant
entitling the holder thereof to purchase 1.7656 shares of common stock of the
Company, at an exercise price of $9.125 per share. The first cash interest
payment will be due in August 2004 and the terms of the notes are calculated to
produce an overall yield of 17.5% per annum.The warrants will be exercisable no
later than July 7, 1999, and will expire on February 1, 2009.
The notes are accompanied by an indenture with customary restrictions,
including but not limited to certain restrictions on the payment of cash
dividends, repurchase of outstanding common stock, issuance and sale of capital
stock subsidiaries, sale of assets, consolidation or merger, amount of
indebtedness, permitted liens, permitted investments and other payments and line
of business. The Company is obligated to complete an exchange offer for the
notes, in which the original notes may be exchanged for exchange notes that are
freely tradeable securities under the Securities Act of 1933. The Company is
also obligated to complete a shelf registration statement for the warrants and
for the shares of common stock underlying the warrants, and to provide the
warrant holders with piggy back registration rights for the shares of common
stock underlying the warrants.
Under the terms of the $50 million preference stock transaction, the
Company sold 45,000 shares of the Company's Series A 12% Cumulative Preference
Shares, 5,000 shares of the Company's Series B 12% Cumulative Preference Shares,
and 50,000 warrants, each warrant entitling the holder thereof to purchase 110
shares of common stock, at an exercise price of $10.00 per share. The preference
shares will accrue dividends at a rate of 12% per annum (13% per annum under
certain circumstances), and will be mandatorily redeemable in January 2010. The
holder of the Series A 12% Cumulative Preference Shares, Morgan Grenfell Private
Equity Limited, will have the right to appoint directors to the Company's board,
and those directors will have the right to approve certain @Entertainment
transactions. The holders of the
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Series B 12% Cumulative Preference Shares include Arnold Chase, a director of
@Entertainment, and other immediate family members of David Chase, the Chairman
of the Board of Directors of @Entertainment. The warrants are exercisable
immediately and will expire on February 1, 2010. The shares of common stock
underlying the warrants cannot be sold until January 27, 2000. The Company is
obligated to complete shelf registration statements for the preference stock,
warrants and for the shares of common stock underlying the warrants.
The $10 million debt offering that @Entertainment recently consummated
involved the sale of $36,001,321 principal amount at maturity of Series C Senior
Discount Notes due 2008. The first cash interest payment will be due in July
2004, and terms of the notes are calculated to produce an overall yield of 18.5%
per annum.
The Series C Senior Discount Notes are accompanied by an indenture with
customary restrictions, including but not limited to certain restrictions on the
payment of cash dividends, repurchase of outstanding common stock, issuance and
sale of capital stock subsidiaries, sale of assets, consolidation or merger,
amount of indebtedness, permitted liens, permitted investments and other
payments and line of business.
The aggregate gross proceeds of the three transactions to
@Entertainment is approximately $160 million. The net proceeds are intended
to be used to fund capital expenditures, operating losses and working capital
primarily related to the development and operation of the Company's
direct-to-home satellite broadcasting business, as well as for general
corporate purposes and certain other investments relating to its existing
businesses.
@Entertainment, Inc. is the leading provider of pay television services
in Poland. The Company owns and operates Polska Telewizja Kablowa (PTK), the
largest cable television network in Poland with 887,000 subscribers as of
September 30, 1998. The Company also owns and operates Wizja TV, Poland's first
digital DTH broadcasting service, which was officially launched on September 18,
1998. @Entertainment is traded on the Nasdaq Stock Market under the symbol:
ATEN.
The above remarks contain forward-looking statements that involve risks
and uncertainties including without limitation those related to those relating
to the completion of the exchange offer and the effectiveness of the shelf
registration statements. Actual future results could differ materially from
those discussed above.
FOR FURTHER INFORMATION PLEASE CONTACT:
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Robert F. Fowler, III Chris Plunkett/Mike Smargiassi
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Chief Executive Officer Brainerd Communicators, Inc.
011-44-171-478-3800 212-986-6667
Donald Miller Jones
Chief Financial Officer
011-44-171-478-3800
