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 (Date of
earliest event reported) July 21, 2000
ITSA LTD.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands 0-28670 Not Applicable
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
c/o ITSA-Intercontinental Telecomunicacoes Ltda.
SCS, Quadra 07-Bl.A
Ed. Executive Tower, Sala 601
70.300-911 Brasilia-DF
Brazil
(Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: 011-55-61-314-9908
Exhibit List Appears on Page 4
Page 1 of 4 Pages
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ITEM 5. OTHER EVENTS
On July 21, 2000, the First Amended Plan of Reorganization under
chapter 11 of the United States Bankruptcy Code, dated as of February 29, 2000
(the "Plan"), of TV Filme, Inc., a Delaware corporation (the "Debtor"), became
effective pursuant to its terms and conditions. In addition, the transactions
contemplated by the Plan to occur on the effective date of the Plan were
consummated in accordance with the terms and conditions of the Plan. Pursuant to
the terms and conditions of the Plan, the Debtor transferred all of its assets
to ITSA Ltd., a Cayman Islands company ("ITSA"). ITSA is the successor in
interest to the Debtor in respect of such assets, pursuant to Rule 12g-3 of the
Securities Exchange Act of 1934, as amended. ITSA did not assume any liabilities
of the Debtor, all of which have been discharged as provided in the Plan. In
connection with the foregoing, ITSA issued a press release, dated July 24, 2000
(the "Press Release"), with respect to the Debtor's successful reorganization,
the contents of which are incorporated herein by reference.
A copy of the Press Release is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
The following exhibit is filed with this Report.
EXHIBIT NO. DESCRIPTION
2.1 Reorganization and Transfer Agreement, dated as of July 20,
2000, by and between TV Filme, Inc., a Delaware corporation,
ITSA Ltd., a Cayman Islands corporation.
99.1 Press Release of ITSA, Ltd., dated July 24, 2000.
2
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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.
ITSA LTD.
Date: August 4, 2000 By: /s/ Hermano Studart Lins de Albuquerque
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Name: Hermano Studart Lins de Albuquerque
Title: Chief Executive Officer
3
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EXHIBIT LIST
EXHIBIT NO. DESCRIPTION
2.1 Reorganization and Transfer Agreement, dated as of July 20,
2000, by and between TV Filme, Inc., a Delaware corporation,
ITSA Ltd., a Cayman Islands corporation.
99.1 Press Release of ITSA, Ltd., dated July 24, 2000.
4
