<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 24, 1999
Date of Earliest Event Reported: March 23, 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 23, 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 Thursday, March 25, 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 23, 1999, informing the
holders of such extension, which is filed as an exhibit hereto, (ii) the text of
the Company's press releases, dated March 16, 1999 and March 2, 1999, informing
the holders of prior extensions 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.
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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/
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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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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, 1999/5/
99.4 Press Release, dated March 23, 1999
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/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.
/5/ Incorporated herein by reference to the Registrant's Current Report on Form
8-K, dated March 16, 1999.
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 24, 1999
PRIMESTAR, INC.
By:/s/ Kenneth G. Carroll
----------------------
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, 1999/4/
99.3 Press Release, dated March 16, 1999/5/
99.4 Press Release, dated March 23, 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.
/4/ Incorporated herein by reference to the Registrant's Current Report on From
8-K, dated March 2, 1999.
/5/ Incorporated herein by reference to the Registrant's Current Report on Form
8-K, dated March 16, 1999.
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EXHIBIT 99.4
[LOGO OF PRIMESTAR INC.]
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 23, 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 originally 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 22, 1999, has been extended through 5:00
p.m., New York City time, on Thursday, March 25, 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).
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