SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 13, 1998
ACME INTERMEDIATE HOLDINGS, LLC
ACME TELEVISION, LLC
EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 333-40277 52-2050589
DELAWARE 333-40281 52-2050588
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
2101 E. FOURTH STREET, SUITE 202, SANTA ANA, CALIFORNIA 92705
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (714) 245-9499
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 13, 1998, ACME Television Holdings of Missouri, Inc. ("ACME
Missouri"), a wholly-owned subsidiary of ACME Television, LLC (the "Company"),
acquired 100% of the stock of Koplar Communications, Inc. ("KCI") from the
shareholders of KCI. The acquisition was consummated pursuant to a Stock
Purchase Agreement, dated July 29, 1997 (the "Purchase Agreement"), by and among
ACME Television Holdings, LLC ("ACME Parent"), which indirectly holds, through
ACME Intermediate Holdings, LLC ("ACME Intermediate") and its wholly-owned
subsidiary, the Company, all of the outstanding stock of ACME Missouri and who
subsequently assigned the Purchase Agreement to ACME Missouri, KCI and the
shareholders of KCI. Subsequent to the acquisition, KCI was renamed ACME
Television of Missouri, Inc. ("ACME Television Missouri") and KCT was renamed
ACME Television Licenses of Missouri, LLC.
The total purchase consideration of $146.3 million was comprised of: (i)
$143.3 million of cash (reduced by the amount of long-term debt and notes
payable of KCI as of closing and certain other adjustments) and (ii) $3.0
million of consulting fees payable pursuant to a management agreement entered
into between the Company and Edward J. Koplar, the controlling shareholder,
chief executive officer and chief operating officer of KCI. The acquisition cost
of KCI was determined through arms-length negotiations among the parties
involved and management of the Company believes that this cost approximates the
fair value of the assets acquired based on market conditions. The acquisition
cost was funded using the proceeds of (i) the September 30, 1997 sale by the
Company of $175.0 million in aggregate principal amount at maturity of 10 7/8%
Senior Discount Notes due 2004 and (ii) the sale by ACME Intermediate of 71,634
Units
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consisting of $71,634,000 aggregate principal amount at maturity of 12% Senior
Secured Discount Notes due 2005 and 71,634 membership units of ACME Intermediate
and subsequent contribution by ACME Intermediate of the gross proceeds thereof
to the Company. The acquisition was accounted for using the purchase method.
Prior to the closing of the acquisition, ACME Missouri operated Station
KPLR pursuant to a Time Brokerage Agreement, dated September 8, 1997, among ACME
Parent, ACME Missouri, KCI and KCT. Pending receipt of FCC approval of the
transaction, the purchase consideration of KCI was deposited into escrow on
September 30, 1997. On January 2, 1998, the shareholders of KCI received the
escrowed funds in exchange for deposit into the escrow account of all of the
outstanding capital stock of KCI, together with various documents necessary to
consummate the transaction upon receipt of the required FCC approval.
The proposed acquisition of KCI and the terms of the transactions described
above were previously reported in ACME Intermediate's Registration Statement on
Form S-4, File No. 333-40277, which was declared effective by the Securities and
Exchange Commission ("SEC") on February 11, 1998 (the "Intermediate Registration
Statement"), and the Company's Registration Statement on Form S-4, File No.
333-40281, which was declared effective by the SEC on February 11, 1998 ("the
Television Registration Statement").
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
The following financial statements of Koplar Communications,
Inc. are incorporated by reference to the Financial Statements
contained in the Intermediate Registration Statement at pages
F-17 through F-33 and the Television Registration Statement
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at pages F-17 through F-33, which are attached hereto as
Exhibit 99.3.
(i) Consolidated Balance Sheets as of December 31, 1995
and 1996 and September 30, 1997 (unaudited);
(ii) Consolidated Statement of Operations for the years ended
December 31, 1994, 1995 and 1996, and the nine months
ended September 30, 1996 (unaudited) and 1997
(unaudited);
(iii) Consolidated Statement of Shareholders' Deficit for the
years ended December 31, 1994, 1995 and 1996 and the nine
months ended September 30, 1997 (unaudited);
(iv) Consolidated Statement of Cash Flows for the years ended
December 31, 1997, 1995 and 1996, and the nine months
ended September 30, 1996 (unaudited) and 1997
(unaudited); and
(v) Notes to Consolidated Financial Statements.
(b) Pro Forma Financial Statements
The following pro forma financial statements of the Company and
ACME Intermediate are incorporated by reference to the Pro
Forma Financial Statements contained in the Television
Registration Statement at pages 26 through 30, which are
attached hereto as Exhibit 99.4, and the Intermediate
Registration Statement at pages 28 through 32, which are
attached hereto as Exhibit 99.5, respectively.
(i) Pro Form Consolidated Balance Sheet of the Company for
the nine months ended September 30, 1997 (unaudited);
(ii) Pro Forma Consolidated Statement of the Operations for
the Company for the year ended December 31, 1996
(unaudited) and the nine months ended September 30, 1997
(unaudited);
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(iii) Pro Forma Consolidated Balance Sheet of ACME Intermediate
for the nine months ended September 30, 1997 (unaudited);
and
(iv) Pro Forma Consolidated Statement of Operations for ACME
Intermediate for the year ended December 31, 1996
(unaudited) and the nine months ended September 30, 1997
(unaudited).
(c) Exhibits:
2.1 Stock Purchase Agreement, dated July 29, 1997, by
and among ACME Television Holdings, LLC, Koplar
Communications, Inc. and the shareholders of Koplar
Communications, Inc., incorporated by reference to
Exhibit 10.1 of the Television Registration
Statement and the Intermediate Registration
Statement.
4.1 Indenture, dated September 30, 1997, by and among
ACME Intermediate Holdings, LLC and ACME
Intermediate Finance, Inc., as Issuers, and
Wilmington Trust Company, incorporated by
reference to Exhibit 4.2 of the Intermediate
Registration Statement.
4.2 Form of Securities of ACME Intermediate Holdings,
LLC, incorporated by reference to Exhibit 4.3 of
the Intermediate Registration Statement.
4.3 Indenture, dated September 30, 1997, by and among
ACME Television, LLC and ACME Finance Corporation,
as Issuers, the Guarantors named therein, the
Wilmington Trust Company, incorporated by reference
to Exhibit 4.1 of the Television Registration
Statement.
4.4 Form of Securities of ACME Television, LLC,
incorporated by reference to Exhibit 4.2 of the
Television Registration Statement.
4.5 First Supplemental Indenture, dated February 11,
1998, by and among ACME Television, LLC and ACME
Finance Corporation, as Issuers, the Guarantors
named therein, and Wilmington Trust Company,
incorporated by reference to Exhibit 4.5 of the
Registrants' Quarterly
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Report on Form 10-Q for the period ending March 31,
1998.
4.6 Second Supplemental Indenture, dated March 13,
1998, by and among ACME Television, LLC and ACME
Finance Corporation, as Issuers, the Guarantors
named therein, and Wilmington Trust Company,
incorporated by reference to Exhibit 4.6 of the
Registrants' Quarterly Report on Form 10-Q for the
period ending March 31, 1998.
4.7 Third Supplemental Indenture, dated August 21,
1998, by and among ACME Television, LLC and ACME
Finance Corporation, as Issuers, the Guarantors
named therein, and Wilmington Trust Company,
incorporated by reference to Exhibit 4.7 of the
Registrants' Quarterly Report on Form 10-Q for the
period ending September 30, 1998.
27.1 Financial Data Schedule of ACME Television, LLC.,
incorporated by reference to Exhibit 27.1 of the
Television Registration Statement.
27.2 Financial Data Schedule of ACME Intermediate
Holdings, LLC, incorporated by reference to Exhibit
27.1 of the Intermediate Registration Statement.
99.1 Escrow Agreement, dated September 8, 1997, by and
among ACME Television Holdings, LLC, ACME
Television Licenses of Missouri, Inc., Koplar
Communications, Inc. the shareholders of Koplar
Communications, Inc. and NationsBank, N.A.,
incorporated by reference to Exhibit 10.2 of the
Television Registration Statement and the
Intermediate Registration Statement.
99.2 Time Brokerage Agreement for KPLR-TV, dated
September 8, 1997, by and among ACME Television
Licenses of Missouri, Inc., ACME Television
Holdings, LLC, Koplar Communications Television,
LLC and Koplar Communications, Inc., incorporated
by reference to Exhibit 10.3 of the Television
Registration Statement and the Intermediate
Registration Statement.
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99.3 Financial Statements of Koplar Communications,
Inc., incorporated by reference to the Financial
Statements contained in the Intermediate
Registration Statement at pages F-17 through F-33
and the Television Registration Statement at pages
F-17 through F-33, incorporated by reference to
Exhibit 99.3 of the Registrants' Current Report on
Form 8-K for March 13, 1998.
99.4 Pro Forma Financial Statements of ACME Television,
LLC, incorporated by reference to the Pro Forma
Financial Statements in the Television Registration
Statement at pages 26 through 30, incorporated by
reference to Exhibit 99.4 of the Registrants'
Current Report on Form 8-K for March 13, 1998.
99.5 Pro Forma Financial Statements of ACME Intermediate
Holdings, LLC incorporated by reference to the Pro
Forma Financial Statements in the Intermediate
Registration Statement at pages 28 through 32,
incorporated by reference to Exhibit 99.5 of the
Registrants' Current Report on Form 8-K for March
13, 1998.
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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.
ACME TELEVISION, LLC
Date: May 12, 1999 By: /s/ Thomas Allen
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Thomas Allen
Executive Vice President and
Chief Financial Officer
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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.
ACME INTERMEDIATE HOLDINGS, LLC
Date: May 12, 1999 By: /s/ Thomas Allen
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Thomas Allen
Executive Vice President and
Chief Financial Officer
