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):
April 19, 1996
--------------
COMSAT Corporation
--------------------------------------------------
(Exact name of Registrant as specified in Charter)
District of Columbia 1-4929 52-0781863
-----------------------------------------------------
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
6560 Rock Spring Drive, Bethesda, MD 20817
------------------------------------------------
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (301) 214-3000
Not applicable.
----------------
(Former name or former address, if changed since last report).
<PAGE>
Item 5. Other Events
Ascent Entertainment Group, Inc. ("Ascent"), an 80.67% owned subsidiary of
COMSAT Corporation, announced on April 19, 1996 that it had entered into an
agreement (the "Acquisition Agreement") with: SpectraVision, Inc.
("SpectraVision"), which is currently operating under Chapter 11 Bankruptcy Code
protection; the official creditors committee of SpectraVision (the "Creditors
Committee"); and Ascent's 85% owned subsidiary, On Command Video Corporation
("OCV", and together with Ascent, SpectraVision and the Creditors Committee, the
"Parties"), pursuant to which Ascent, subject to Bankruptcy Court approval and
other conditions described below, would combine the assets and certain
liabilities of SpectraVision with OCV.
In December 1995, the Delaware Bankruptcy Court issued a procedures order
(the "Procedures Order") which authorized SpectraVision to conduct a bidding
process to select a plan sponsor (the "Plan Sponsor") to reorganize
SpectraVision. The Procedures Order provides protection to the Plan Sponsor's
bid as follows: a new bid would have to be at least $4 million higher than the
Plan Sponsor's; and the Plan Sponsor would receive a breakup fee of $2 million
and expense reimbursement of up to $400,000.
The Acquisition Agreement provides that Ascent shall be the Plan Sponsor
and entitled to the protections of the Plan Sponsor under the Procedures Order,
and that the Parties will sponsor and support a plan of reorganization which
will reflect the terms set forth in the Acquisition Agreement (the "Plan").
SpectraVision and the Creditors Committee further agreed not to solicit any
other bids to acquire assets of SpectraVision, not to negotiate with any other
person concerning the disposition of any assets of SpectraVision (except as
provided in the Bankruptcy Court's procedures order), and to inform Ascent
within one business day of receipt of any unsolicited bid that either
SpectraVision or the Creditors Committee receive.
The Acquisition Agreement also provides for SpectraVision to contribute all
of its assets, and for Ascent to contribute OCV, to a new company ("Newco") to
be formed or designated pursuant to the Plan. Newco would assume or refinance
certain debt of SpectraVision, primarily the debt related to its debtor in
possession financing, and OCV's intercompany debt to Ascent.
The Acquisition Agreement further provides that at the closing Newco would
issue 72.5% of its common stock to Ascent and the OCV minority stockholders.
Newco would issue the remaining 27.5% of its common equity to SpectraVision for
distribution pursuant to its plan of reorganization. The 27.5% allocation
2
<PAGE>
would decrease if SpectraVision's working capital is negative at
closing.
The Acquisition Agreement also provides that Newco would issue warrants
representing the right to purchase additional common stock of Newco equal to 20%
of Newco's common stock, after exercise of the warrants. The warrants would have
a term of 7 years, and the exercise price would be based on a total enterprise
value of $550 million for Newco less Newco's outstanding debt at closing.
Sixty-five percent of these warrants, representing 13% of Newco equity, will be
issued to Ascent's designees and the remainder will be issued to SpectraVision.
In addition, the Acquisition Agreement provides that Ascent will select
five of the initial directors and the initial officers of Newco, and the
Creditors Committee will select two of the initial directors, subject to the
reasonable approval of Ascent.
The Acquisition Agreement also provides that consummation of the
transaction is subject to several conditions, including: the Plan being
confirmed and becoming effective under Chapter 11 of the Bankruptcy Code; the
Newco shares to be issued pursuant to the Plan shall either be exempt from
registration, or a registration statement shall have been filed and become
effective; the expiration or termination of the Hart-Scott-Rodino Antitrust
Improvements Act waiting period; Ascent's obligations are subject to, among
other things, the continuing accuracy of SpectraVision's representations and
warranties and SpectraVision's performance of its obligations under the
agreement; and SpectraVision's obligations are subject to the continuing
accuracy of Ascent's representations and warranties and Ascent's performance of
its obligations under the agreement.
The transaction, while expected to have a negative effect on earnings
initially, is expected to contribute positively to both earnings and the value
of the Corporation's 80.67% ownership interest in Ascent over the longer term. A
number of factors could cause actual results to differ materially from those
projected (including, but not limited to, the timing of consummation of the
transaction, Newco's ability to retain SpectraVision's and OCV's existing
customers, Newco's ability to negotiate a satisfactory resolution of issues
related to the amendment or assumption of contracts with SpectraVision's current
suppliers and service providers, market conditions and technological
developments).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMSAT Corporation
------------------
By: /s/ Allen E. Flower
----------------------------------
Allen E. Flower
Vice President and Chief Financial
Officer
Date: April 26, 1996
4
<PAGE>
