<PAGE> 1
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) May 1, 1995
TCA Cable TV, Inc.
(Exact name of registrant as specified in its charter)
Texas 0-11478 75-1798185
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3015 S.S.E. Loop 323, Tyler, Texas 75701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (903) 595-3701
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ITEM 5. OTHER EVENTS.
On January 20, 1995, Tele-Communications of Arkansas Limited
Partnership ("TCA LP") entered into an asset purchase agreement (as amended,
the "Russellville Agreement") with Time Warner Entertainment Company, L.P.
("Time Warner"), through its division Time Warner Cable Ventures pursuant to
which TCA LP would acquire the assets of, and assume certain liabilities
related to, the operation of cable television systems (the "Russellville
System") in and around the following cities in Arkansas: Russellville,
Booneville, Paris, Clarksville, Johnson City, Pottsville, Pope County and the
unincorporated areas within Arkansas County in which the foregoing cities are
located (the "Russellville Transaction").
TCA Cable TV, Inc. (the "Company") indirectly through various
subsidiaries (i) is an 80% limited partner of TCA LP and (ii) (A) owns a 49%
limited partnership interest in the 20% general partner of TCA LP and (B) owns
49% of the 51% general partner of the 20% general partner of TCA LP.
The Russellville Transaction was consummated on May 1, 1995.
The assets acquired in the Russellville Transaction included, with
certain exceptions as set forth in the Russellville Agreement, all of the
assets and properties, real and personal, tangible and intangible, used by Time
Warner in its operation of the Russellville System. TCA LP intends to continue
to use such assets to provide cable television services to the subscribers in
the Russellville System. As part of the Russellville Transaction, Time Warner
entered into a noncompetition agreement, pursuant to which Time Warner agreed,
with certain specified exceptions, not to own or provide service to any cable
system or other entity engaged in the use of a competing technology, broadcast
television or newspaper publishing that provides services to customers within
50 miles of the location of the headend of the Russellville System.
The aggregate consideration paid in the Russellville Transaction was
approximately $26,986,000, subject to certain post closing adjustments as set
forth in the Russellville Agreement. The acquisition consideration for the
Russellville Transaction was determined by negotiations between the parties to
the agreement.
To the best knowledge of the Company, there is no material
relationship between Time Warner and the Company, or any of its affiliates, any
director or officer of the Company, or any associate of such director or
officer.
The primary sources of funds used in the Russellville Transaction were
unsecured loans extended by NationsBank of Texas, N.A. and Texas Commerce
Bank, N.A. to the Company and subsequent loans and capital contributions from
subsidiaries of the Company to TCA LP.
2
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ITEM 7. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.1 Asset Purchase Agreement, dated January 20, 1995, between Tele-
Communications of Arkansas Limited Partnership and Time Warner
Entertainment Company, L.P., through its division Time Warner Cable
Ventures.(1)
2.2 Letter Agreement, dated April 24, 1995, between Tele-Communications
of Arkansas Limited Partnership and Time Warner Entertainment Company,
L.P., through its division Time Warner Cable Ventures, amending Asset
Purchase Agreement.(2)
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(1) Previously filed as an exhibit to the Company's annual report on Form
10-K for the year ended October 31, 1994 and incorporated herein by
reference.
(2) Filed herewith.
</TABLE>
3
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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.
TCA CABLE TV, INC.
Date: May 16, 1995 By: /s/ JIMMIE F. TAYLOR
--------------------------------
Jimmie F. Taylor
Its: VP, CFO & Treasurer
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4
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.1 Asset Purchase Agreement, dated January 20, 1995, between Tele-
Communications of Arkansas Limited Partnership and Time Warner
Entertainment Company, L.P., through its division Time Warner Cable
Ventures.(1)
2.2 Letter Agreement, dated April 24, 1995, between Tele-Communications
of Arkansas Limited Partnership and Time Warner Entertainment Company,
L.P., through its division Time Warner Cable Ventures, amending Asset
Purchase Agreement.(2)
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(1) Previously filed as an exhibit to the Company's annual report on Form
10-K for the year ended October 31, 1994 and incorporated herein by
reference.
(2) Filed herewith.
</TABLE>
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EXHIBIT 2.2
Vice President -- Investments
Time Warner Cable Ventures
[TIME WARNER CABLE LOGO]
April 24, 1995
TELE-COMMUNICATIONS OF ARKANSAS
LIMITED PARTNERSHIP
3015 SSE Loop 323
P.O. Box 130489
Tyler, Texas 75713-0489
Attn: Mr. Robert McMillian
Mr. Fred Nichols
RE: ASSET PURCHASE AGREEMENT DATED JANUARY 20, 1995 (AS AMENDED
FROM TIME TO TIME, THE "AGREEMENT") BETWEEN TELE-COMMUNICATIONS OF
ARKANSAS LIMITED PARTNERSHIP ("TCA") AND TIME WARNER
ENTERTAINMENT COMPANY, L.P., THROUGH ITS DIVISION TIME WARNER
CABLE VENTURES ("TWE")
Dear Messrs. McMillian and Nichols:
TCA and TWE entered into the Agreement with the understanding that the
transactions contemplated by the Agreement (the "Russellville Transaction") and
the Fayetteville Transaction be consummated simultaneously and not
independently. Notwithstanding the foregoing, TCA desires to consummate the
Russellville Transaction prior to consummation of the Fayetteville Transaction.
To induce TWE into consummating the Russellville Transaction prior to the
Fayetteville Transaction, TCA has warranted to TWE, and Tele-Communications of
Northwest Arkansas Limited Partnership ("TCNA") has warranted to TCA and TWE, by
a letter of even date herewith, that TCNA shall consummate the Fayetteville
Transaction upon receipt by TWE of FCC approval of the transfer of Cable
Television Relay Service Station License WLY-234 to TCNA (the "CARS License
Transfer Date").
In reliance upon such warranties of TCA and TCNA, and in consideration of
the mutual covenants stated in this letter, TWE has agreed to execute this
letter and consummate the Russellville Transaction prior to consummation of the
Fayetteville Transaction. Accordingly, this letter shall amend the terms and
conditions of the Agreement to the extent set forth below. Unless otherwise
defined herein, capitalized terms shall have the meanings assigned to them in
the Agreement.
<PAGE> 2
Mr. Robert McMillian
Mr. Fred Nichols
April 24, 1995
Page 2
Notwithstanding any term or condition to the contrary contained in the
Agreement, TCA and TWE agree as follows:
(1) The letter agreement dated March 20, 1995 between TWE and TCA is hereby
terminated effective as of March 20, 1995, and neither party shall have
any rights or obligations thereunder.
(2) Section 2.1(a) of the Agreement shall be amended by deleting the
phrases "antennae," and "earth satellite receive stations and related
equipment,".
(3) Section 2.1(d) of the Agreement shall be amended by deleting the phrase
"domestic satellite receive only (TVRO),".
(4) Section 2.2 of the Agreement shall be amended by deleting the phrase
"and (vi)" and by inserting "(vi) antennae, earth satellite receive
stations and related equipment and domestic satellite receive only
(TVRO) licenses (collectively, the "TWCS Assets"); and (vii)"
immediately following the phrase "similar proprietary rights;".
(5) The Purchase Price shall be increased by $600,000, from $25,440,000 to
$26,040,000.
(6) The first sentence of Section 5.4(a) of the Agreement shall be deleted
in its entirety and replaced with the following:
"Except for the TWCS Assets and the 1993 Chevrolet Lumina used by the
System manager, Exhibit 2.1(a) contains descriptions of all material
items of tangible personal property included in the Assets and Exhibit
2.1(b) contains descriptions of all Owned and Leased Real Property
(including the location of all improvements thereon) included in the
Assets, which comprise all material items of tangible personal property
and real property used by Seller to operate the System as currently
operated."
(7) Section 7.1(j) of the Agreement is hereby deleted in its entirety and
replaced with the following:
"(j) Subscribers. As of April 21, 1995, the System and the Fayetteville
System collectively shall serve at least 33,400 Individual Subscribers
and Subscriber Equivalents."
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Mr. Robert McMillian
Mr. Fred Nichols
April 24, 1995
Page 3
(8) TCA hereby waives Section 7.1(n) of the Agreement as a condition to its
obligation to consummate the transactions contemplated by the Agreement.
(9) TWE hereby waives Section 7.2(h) and Section 7.2(i) of the Agreement as
a condition to its obligation to consummate the transactions
contemplated by the Agreement, and TCA shall not be required to deliver
to TWE the Tax Certificate at Closing.
(10) Section 8.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"Section 8.1 Closing; Time and Place. The closing of the transactions
contemplated by this Agreement ("Closing") shall occur on May 1, 1995
but in no event later than the later of (a) one business day following
the CARS License Transfer Date, or (b) May 9, 1995."
(11) TWE shall cause TW Cable Service Co. to transfer to TCA, via a TWCS
Bill of Sale and Assignment and Assumption Agreement (the "TWCS
Agreement") substantially in the form attached hereto, the TWCS Assets
set forth on Exhibit A to the TWCS Agreement. From and after Closing,
TWE shall indemnify and hold harmless TCA from and against any and all
Losses incurred by TCA arising out of or resulting from any material
breaches by TWCS of its representations or covenants under the TWCS
Agreement as if such breach by TWCS were a breach by TWE under the
Agreement; provided, however, that such indemnification shall be limited
to and governed by the indemnification provisions contained in Sections
11.3, 11.4, 11.5 and 11.6 of the Agreement. From and after Closing, TCA
shall indemnify and hold harmless TWE and TWCS from and against any and
all Losses incurred by TWE and/or TWCS arising out of or resulting from
any material breaches by TCA of its representations or covenants under
the TWCS Agreement as if such breach by TCA were a breach by TCA under
the Agreement; provided, however, that such indemnification shall be
limited to and governed by the indemnification provisions contained in
Sections 11.3, 11.4, 11.5 and 11.6 of the Agreement.
(12) Each of TWE and TCNA shall execute and deliver to the other a
notification agreement substantially in the form attached hereto.
<PAGE> 4
Mr. Robert McMillian
Mr. Fred Nichols
April 24, 1995
Page 4
The Agreement shall continue in full force and effect as written except as
amended herein. To the extent that any terms of provisions of the Agreement are
inconsistent with the amendments set forth herein, such terms and provisions
shall be deemed superseded hereby.
This letter may be executed in counterparts that together shall be deemed
one and the same instrument.
Please indicate your agreement to the foregoing by executing below and by
returning a signed copy to the undersigned.
Sincerely yours,
TIME WARNER ENTERTAINMENT COMPANY,
L.P., a Delaware limited
partnership, through its division
Time Warner Cable Ventures
By:
Jeffrey D. Elberson,
Vice President
The foregoing is hereby agreed to and accepted as of April 24, 1995:
TELE-COMMUNICATIONS OF ARKANSAS
LIMITED PARTNERSHIP
By: MCMILLIAN PARTNERS, L.P.,
its general partner
By: MCMILLIAN HOLDINGS, INC.,
its general partner
By: Robert W. McMillian
Name: Robert W. McMillian
Title: President
