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): March 1, 1996;
(February 27, 1996)
CONTINENTAL CABLEVISION, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-57471 04-2370836
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
The Pilot House
Lewis Wharf
Boston, Massachusetts 02110
(Address of Principal Executive Office, including zip code)
(617) 742-9500
(Registrant's telephone number, including area code)
<PAGE>
Item 2:
On February 27, 1996, Continental Cablevision, Inc. (the "Registrant") entered
into an Agreement and Plan of Merger dated as of February 27, 1996 (the
"Agreement") by and between the Registrant and U S WEST, Inc. The Registrant's
press release (dated as of February 27, 1996) regarding the Agreement is
attached herewith as Exhibit A and is hereby incorporated by reference.
<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.
CONTINENTAL CABLEVISION, INC.
(Registrant)
By:/s/ P. Eric Krauss
P. Eric Krauss
Vice President and Treasurer
Date: March 1, 1996
<PAGE>
EXHIBIT A
NEWS RELEASE
Release Date: February 27, 1996
Contact: U S West: Steve Lang: 303-754-5441
Lois Leach: 303-793-6355
Continental: Rob Stoddard: 617-854-3138
Dave Wood: 617-854-3174
NOTE: FEBRUARY 27 ONLY. CALL LANG, LEACH AND STODDARD AT: 212-872-
7020
U S WEST MEDIA GROUP ANNOUNCES CONTINENTAL CABLEVISION HAS AGREED
TO A MERGER, CREATING A WORLD LEADER IN CABLE COMMUNICATIONS
-Addition of Continental brings the number of domestic customers
managed by U S WEST and Time Warner to 16.2 million-
-With Continental's international properties,
U S WEST will have access to 13.9 million homes abroad-
NEW YORK -- The U S WEST Media Group (NYSE: UMG) said it has reached a
definitive agreement under which Continental Cablevision will be merged into the
Media Group. Continental, the nation's third-largest cable operator, serves 4.2
million U.S. customers, passes more than seven million U.S. households and owns
significant other domestic and international assets.
The merger strengthens the Media Group's position as a worldwide leader
in the cable industry and significantly advances its strategy to provide
entertainment, data and telephone services in key markets around the globe. Once
the deal is closed, the U S WEST Media Group will have 4.7 million owned cable
subscribers and will share in the management of an additional 11.5 million
domestically. Internationally, the Media Group will have access to 13.9 million
homes.
"The Continental properties are widely recognized as some of the
best-run and best-clustered cable systems in the world. They make an excellent
addition to our MediaOne subsidiary in Atlanta and our Time Warner Entertainment
Partnership with Time Warner," said Chuck Lillis, president and CEO of the U S
WEST Media Group.
"We are convinced that highly clustered hybrid fiber-coax broadband
networks are the best, most economical platforms for delivery of video, data,
telephony and multimedia services now and into the future," Lillis said. "And
they're the fastest way to gain access to customers."
<PAGE>
Lillis added, "With the addition of Continental, the Media Group now is
uniquely positioned to take advantage of these new networks, and will create
significant value for our shareholders."
"With rapid advances in technology and with the fundamental realignment
taking place in the telecommunications world, this merger comes at a critical
time for our company," said Amos B. Hostetter, Jr., chairman and CEO of
Continental. "I look forward to working with U S WEST to lead the next wave of
growth and expansion in the cable industry."
In the merger transaction, U S WEST will purchase all of Continental's
stock for $5.3 billion, and will assume Continental's debt and other
obligations, which today amount to $5.5 billion.
Consideration for the $5.3 billion in equity will consist of $1 billion
in U S WEST preferred stock, convertible to Media Group common stock; and, at U
S WEST's option, between $1 billion and $1.5 billion in cash, and $2.8 billion
to $3.3 billion in shares of U S WEST Media Group common stock. The number of
shares to be delivered when the deal closes will be adjusted, subject to a
"collar" 15 percent above and 15 percent below $24.50, the share price upon
which the transaction was based.
Continental's 4.2 million domestic broadband customers are highly
clustered in five large markets -- New England, California, Chicago,
Michigan/Ohio and Florida. Once the deal closes, the Media Group will own or
share management of cable systems in 60 of the top 100 American markets and
serve nearly one of every three cable-TV households.
Continental has been aggressive in deploying hybrid fiber-coaxial
networks and is among the industry leaders in the amount of fiber in its
systems. Continental has a management team and customer-service reputation that
are the envy of the American cable industry. Research conducted by U S WEST
placed Continental well above other cable companies in customer satisfaction.
And during the past five years, the company has won more awards for its
marketing programs than any other cable company.
In addition to its exceptional domestic broadband assets, Continental
has interests in cable properties in Australia, Argentina and Singapore; a 10
percent interest in PRIMESTAR; advertising insertion businesses; telephone
access businesses in Florida and Virginia; and interests in programming that
include Turner Broadcasting System, E! Entertainment Television, the Golf
Channel and the Food Channel.
U S WEST's extensive experience with cable-telephony (in the U.K., with
Time Warner and in Atlanta) will be supplemented by the expertise already
developed by Continental, bringing one-stop shopping for voice, video and data
services to Continental customers in 16 states. Such opportunities for cable
companies recently were accelerated when barriers to local phone competition
were removed by the enactment of the telecommunications bill.
Lillis oversees the operations of the Media Group, including the
division headed by Hostetter, which will be responsible for management of all of
U S WEST's wholly owned domestic cable properties. U S WEST will enhance the
telephony and network architecture expertise needed to convert the cable systems
to full service networks.
<PAGE>
The transaction, which is expected to close in the fourth quarter, is
subject to a number of conditions, including regulatory and other approvals such
as that of Continental's shareholders.
The U S WEST Media Group is a leading global media company. It is one
of two major groups that comprise U S WEST. U S WEST is in the connections
business, helping customers share information, entertainment and communications
services in local markets worldwide. The company's other major group, U S WEST
Communications, provides telecommunications services to more than 25 million
customers in 14 western and midwestern states.
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