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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 2, 1999
Date of Earliest Event Reported: March 2, 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
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Item 5. Other Events.
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On March 2, 1999, PRIMESTAR, Inc. (the "Company") extended its tender
offer for, and related solicitation of consents from certain holders of, its 12-
1/4% Senior Subordinated Discount Notes due 2007 and its 10-7/8% Senior
Subordinated Notes due 2007 (together, the "Notes"). The new expiration date
for the tender offer and consent solicitation is 5:00 p.m., New York City time,
on March 15, 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 2, 1999, informing the holders of such extension, which is
filed as an exhibit hereto and (ii) 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.
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(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/
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/
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/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
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99.1 Registrant's Current Report on Form 8-K, dated February 3, 1999/3/
99.2 Press Release, dated March 2, 1999
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/3/Incorporated herein by reference to the Registrant's Current Report on
Form 8-K, dated February 3, 1999, as filed with the Commission.
2
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SIGNATURE
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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 2, 1999
PRIMESTAR, INC.
By:/s/ Kenneth G. Carroll
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Kenneth G. Carroll
Senior Vice President and
Chief Financial Officer
3
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Exhibit Index
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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
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/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, as filed with the Commission.
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Exhibit 99.2
[PRIMESTAR LOGO APPEARS HERE]
FOR IMMEDIATE RELEASE Contacts:
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PRIMESTAR, Inc. Media Relations
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Richard Edmonds 212/521-5212
PRIMESTAR, Inc. Investor Relations
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Sean Clarke 303/712-4647
PRIMESTAR EXTENDS TENDER OFFER
AND CONSENT SOLICITATION
ENGLEWOOD, CO, March 2, 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, has been extended through 5:00 p.m., New York City time,
on Monday, March 15, 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).
