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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1998 +------------------+
| SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | 000-23883 |
[ ] Transition Report on Form 20-F | |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +-------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
|872298AE4/872298AF1|
For the Transition Period Ended: ________________________ +-------------------+
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| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
PRIMESTAR, Inc.
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Full Name of Registrant
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Former Name if Applicable
8085 South Chester Street, Suite 300
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Address of Principal Executive Office (Street and Number)
Englewood, Colorado 80112
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[X] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant has entered into an agreement with Hughes Electronics Corporation
("Hughes") to sell all of its assets to Hughes. Such sale is contingent upon the
Registrant restructuring its senior subordinated indebtedness. The Registrant is
currently in negotiations with representatives of the holders of such
indebtedness, and is in the process of completing certain funding arrangements
with respect to the foregoing transactions. The Registrant is integrating the
aforementioned developments into its Form 10-K for the year ended December 31,
1998, and is therefore unable to file such Form 10-K without unreasonable effort
or expense. The Registrant intends to finalize such negotiations and funding
arrangements within the next 15 days and will file its Form 10-K on or before
April 15, 1999.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Kenneth G. Carroll 303 712-4600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Effective April 1, 1998, the Registrant completed a roll-up transaction
whereby it acquired the direct broadcast satellite distribution businesses
of PRIMESTAR Partners L.P. (the "Partnership") and the Partnership's former
partners. Accordingly, the Registrant's revenue increased from $562 million
in 1997 to $1,290 million in 1998, its operating loss increased from $172
million in 1997 to $1,338 million in 1998, and its net loss increased from
$238 million in 1997 to $1,344 million in 1998. Included in the
Registrant's operating loss and net loss for the year ended December 31,
1998 is an impairment charge of $950 million associated with the
transaction with Hughes described in Part III above.
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PRIMESTAR, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 1999 By /s/ Kenneth G. Carroll
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Kenneth G. Carroll
Senior Vice President and
Chief Financial Officer
