<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 16, 1999
Date of Earliest Event Reported: March 16, 1999
PRIMESTAR, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-23883 84-1441684
(Commission File Number) (I.R.S. Employer Identification No.)
8085 South Chester, Suite 300
Englewood, Colorado 80112
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (303) 712-4600
<PAGE>
Item 5. Other Events.
On March 16, 1999, PRIMESTAR, Inc. (the "Company") further extended its
tender offer and related consent solicitation (the "Offer") for its 12-1/4%
Senior Subordinated Discount Notes due 2007 (the "Discount Notes"), of which
there are $275 million in aggregate principal amount at maturity outstanding,
and its 10-7/8% Senior Subordinated Notes due 2007 (the "Subordinate Notes" and,
together with the Discount Notes, the "Notes"), of which there are $200 million
in aggregate principal amount outstanding.
The new expiration date for the tender offer and consent solicitation is
5:00 p.m., New York City time, on March 22, 1999 unless further extended or
abandoned.
This Current Report on Form 8-K is qualified in its entirety by (i) the
text of the Company's press release, dated March 16, 1999, informing the holders
of such extension, which is filed as an exhibit hereto, (ii) the text of the
press release, dated March 2, 1999, informing the holders of a prior extension
and (iii) the Offer to Purchase, dated February 1, 1999, and related materials
relating to the tender offer and the consent solicitation, which were filed as
an exhibit to the Company's Current Report on Form 8-K filed on February 3,
1999.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Indenture between TCI Satellite Entertainment, Inc., as issuer ("TSAT"),
and The Bank of New York, as trustee (the "Trustee"), dated as of February
20, 1997, governing the 12-1/4% Senior Subordinated Discount Notes (the
"Original Discount Indenture")(1)
4.2 Amendment and Supplement to the Original Discount Indenture, dated as of
April 1, 1998, pursuant to which the Registrant assumed TSAT's obligations
under the Original Discount Indenture(2)
- ----------
1 Incorporated herein by reference from TSAT's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (Commission File No.
0-21317).
2 Incorporated herein by reference from TSAT's Registration Statement on
Form S-4/A (Registration Number 333-25001), filed with the Commission
on February 13, 1998, as declared effective by the Commission on
February 17, 1998. Only the form of such Amendment and Supplemental
Indenture was filed.
1
<PAGE>
4.3 Indenture between TSAT and the Trustee, dated as of February 20, 1997,
governing the 10-7/8% Senior Subordinated Notes (the "Original Coupon
Indenture")(1)
4.4 Amendment and Supplement to the Original Indenture, dated as of April 1,
1998, pursuant to which the Registrant assumed TSAT's obligations under the
Original Coupon Indenture(2)
99.1 Registrant's Current Report on Form 8-K, dated February 3, 1999(3)
99.2 Press Release, dated March 2, 1999(4)
99.3 Press Release, dated March 16, 1999
- ----------
3 Incorporated herein by reference to the Registrant's Current Report on
Form 8-K, dated February 3, 1999.
4 Incorporated herein by reference to the Registrant's Current Report on
From 8-K, dated March 2, 1999, as filed with the Commission.
2
<PAGE>
SIGNATURE
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.
Date: March 16, 1999
PRIMESTAR, INC.
By: /s/ Kenneth G. Carroll
--------------------------
Kenneth G. Carroll
Senior Vice President and
Chief Financial Officer
3
<PAGE>
Exhibit Index
4.1 Indenture between TCI Satellite Entertainment, Inc., as issuer ("TSAT"),
and The Bank of New York, as trustee (the "Trustee"), dated as of February
20, 1997, governing the 12-1/4% Senior Subordinated Discount Notes (the
"Original Discount Indenture")(1)
4.2 Amendment and Supplement to the Original Discount Indenture, dated as of
April 1, 1998, pursuant to which the Registrant assumed TSAT's obligations
under the Original Discount Indenture(2)
4.3 Indenture between TSAT and the Trustee, dated as of February 20, 1997,
governing the 10-7/8% Senior Subordinated Notes (the "Original Coupon
Indenture")(1)
4.4 Amendment and Supplement to the Original Indenture, dated as of April 1,
1998, pursuant to which the Registrant assumed TSAT's obligations under the
Original Coupon Indenture(2)
99.1 Registrant's Current Report on Form 8-K, dated February 3, 1999(3)
99.2 Press Release, dated March 2, 1999(4)
99.3 Press Release, dated March 16, 1999
- --------
1 Incorporated herein by reference from TSAT's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 (Commission File No.
0-21317).
2 Incorporated herein by reference from TSAT's Registration Statement on
Form S-4/A (Registration Number 333-25001), filed with the Commission
on February 13, 1998, as declared effective by the Commission on
February 17, 1998. Only the form of such Amendment and Supplemental
Indenture was filed.
3 Incorporated herein by reference to the Registrant's Current Report on
Form 8-K, dated February 3, 1999.
4 Incorporated herein by reference to the Registrant's Current Report on
From 8-K, dated March 2, 1999, as filed with the Commission.
<PAGE>
[PRIMESTAR LOGO]
FOR IMMEDIATE RELEASE Contacts: PRIMESTAR, Inc. Media Relations
Richard Edmonds 212/521-5212
PRIMESTAR, Inc. Investor Relations
Sean Clarke 303/712-4647
PRIMESTAR EXTENDS TENDER OFFER
AND CONSENT SOLICITATION
ENGLEWOOD, CO. March 16, 1999 - PRIMESTAR, Inc. announced today that it has
extended its tender offer and related consent solicitation (the "Offer") for its
12-1/4% Senior Subordinated Discount Notes due 2007 (the "Discount Notes"), of
which there are $275 million in aggregate principal amount at maturity
outstanding, and its 10-7/8% Senior Subordinated Notes due 2007 (the
"Subordinated Notes" and, together with the Discount Notes, the "Notes"), of
which there are $200 million in aggregate principal amount outstanding. The
Offer, which was scheduled to expire at 5:00 p.m., New York City time, on
Monday, March 1, 1999, and which had been extended through 5:00 p.m., New York
City time , on Monday, March 15, 1999, has been extended through 5:00 p.m., New
York City time, on Monday, March 22, 1999, unless further extended or abandoned.
Wasserstein Perella & Co., Inc. is acting as the Dealer Manger for the
Offer. The Depositary for the Offer is The Bank of New York. The Information
Agent for the Offer is D.F. King & Co., Inc. The Offer is being made pursuant to
an Offer to Purchase (and related materials), which more fully sets forth the
terms of the Offer. Additional information concerning the terms of the Offer,
tendering Notes, consenting to the proposed amendments to the indentures
governing the Notes and conditions to the Offer may be obtained from Wasserstein
Perella & Co., Inc., 31 West 52nd Street, New York, NY 10019, telephone number
(212) 969-2700 (call collect), Attention: Vishal Bhagwati. Copies of the Offer
to Purchase and related materials may be obtained from D.F. King & Co., Inc., 77
Water Street, 20th Floor, New York, NY 10005 (banks and brokers call collect:
(212) 269-5550; all others call toll-free: (800) 714-3311).
