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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) June 30, 1995
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TCA Cable TV, Inc.
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 24, 1995, Teleservice Corporation of America ("Teleservice"),
a wholly-owned subsidiary of TCA Cable TV, Inc. (the "Company"), entered into
an asset purchase agreement (as amended, the "San Angelo Agreement") with
Marcus Cable of San Angelo, L.P. ("Marcus Cable"), pursuant to which
Teleservice would acquire the assets of, and assume certain liabilities related
to, the operation of cable television systems (the "San Angelo System") in and
around the following cities, counties, and areas in Texas: City of San Angelo,
Goodfellow Air Force Training Center, Andrews County, Ballinger County, Miles
County, and Winters County.
The San Angelo Transaction was consummated on June 30, 1995.
The assets acquired in the San Angelo Transaction included, with
certain exceptions as set forth in the San Angelo Agreement, all of the assets
and properties, real and personal, tangible and intangible, used by Marcus
Cable in its operation of the San Angelo System. Teleservice intends to
continue to use such assets to provide cable television services to the
subscribers in the San Angelo System.
The aggregate consideration paid in the San Angelo Transaction was
approximately $65,500,000, subject to certain post closing adjustments as set
forth in the San Angelo Agreement. The acquisition consideration for the San
Angelo Transaction were determined by negotiations between the parties to the
San Angelo Agreement.
To the best knowledge of the Company, there is no material
relationship between Marcus Cable 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 San Angelo Transaction were
funds received under term notes issued to Prudential Insurance Company of
America, Prudential Life Insurance Company, The Variable Annuity Life Insurance
Company, and the Franklin Life Insurance Company as well as unsecured loans
extended by NationsBank of Texas, N.A.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit No. Description
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(a) Financial Statements of business acquired in the San Angelo
Transaction.(1)
(i) Consolidated Balance Sheet.
(ii) Interim Consolidated Balance Sheet.
(iii) Consolidated Statement of Income.
(iv) Interim Consolidated Statement of Income.
(v) Consolidated Statement of Cash Flows.
(vi) Interim Consolidated Statement of Cash Flows.
(b) Pro forma Financial Information for San Angelo
Transaction.(1)
(i) Pro forma Condensed Balance Sheet.
(ii) Pro forma Condensed Consolidated Statement of
Income.
(iii) Pro forma Condensed Consolidated Statement of Cash
Flows.
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<TABLE>
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(c) Exhibits.
2.1 Asset Purchase Agreement dated March 24, 1995, between Teleservice Corporation of America and
Marcus Cable of San Angelo, L.P.(2)
2.2 Letter Agreement, dated June 16, 1995, between Marcus Cable of San Angelo, L.P. and Teleservice
Corporation of America. (3)
24.1 Consent of Coopers & Lybrand.(4)
27.1 Financial Data Schedule.(1)
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__________________________
(1) It is impractical for the registrant to file such financial
statements and related financial data schedule at this time.
Such financial statements and related financial data schedule
will be filed under cover of Form 8-K/A as soon as
practicable, but no later than 60 days after the date by which
this report on Form 8-K was required to be filed.
(2) Previously filed as an exhibit to the Company's quarterly
report on Form 10-Q for the quarter ended April 30, 1995 and
incorporated herein by reference.
(3) Filed herewith.
(4) To be filed by amendment.
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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: July 14, 1995
By: /s/Jimmie F. Taylor
Jimmie F. Taylor
Its: VP, CFO & Treasurer
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated March 24, 1995, between Teleservice Corporation of
America and Marcus Cable of San Angelo, L.P.(2)
2.2 Letter Agreement, dated June 16, 1995, between Marcus Cable of San Angelo, L.P. and
Teleservice Corporation of America. (3)
24.1 Consent of Coopers & Lybrand.(4)
27.1 Financial Data Schedule.(1)
</TABLE>
__________________
(1) It is impractical for the registrant to file such financial statements
and related financial data schedule at this time. Such financial
statements and related financial data schedule will be filed under
cover of Form 8-K/A as soon as practicable, but no later than 60 days
after the date by which this report on Form 8-K was required to be
filed.
(2) Previously filed as an exhibit to the Company's quarterly report on
Form 10-Q for the quarter ended April 30, 1995 and incorporated herein
by reference.
(3) Filed herewith.
(4) To be filed by amendment.
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MARCUS CABLE OF SAN ANGELO, L.P.
2911 TURTLE CREEK BLVD., SUITE 1300
DALLAS, TEXAS 75219
June 16, 1995
Teleservice Corporation of America
3015 SSE Loop 323
Tyler, Texas 75701
Attention: Robert M. Rogers
Re: City of Andrews, Texas Franchise
Gentlemen:
In connection with the acquisition by Teleservice Corporation of
America ("Buyer") of certain cable television systems in the San Angelo, Texas
area, including the cable television system franchise for Andrews, Texas (the
"Andrews Franchise"), pursuant to that certain Asset Purchase Agreement dated
as of March 24, 1995, as amended, between Buyer and Marcus Cable of San Angelo,
L.P. ("Seller"), Seller has agreed, on the terms and subject to the conditions
herein, to indemnify Buyer for certain losses which may be incurred by Buyer if
the Andrews Franchise is not extended or renewed beyond its original expiration
date of June 6, 1996 (the "Expiration Date").
Buyer hereby agrees to use its best efforts and to work diligently and
in good faith to obtain an extension or renewal of the Andrews Franchise beyond
the Expiration Date. In seeking such extension or renewal, Buyer inter alia
agrees to: (a) be responsive to the community needs assessment, (b) comply with
the terms of the Andrews Cable Television Ordinance presently in effect, (c)
pay when due all applicable franchise fees (whether currently in place or
implemented in the future) and (d) rebuild the Andrews Franchise to be a 550
megahertz, addressable system should the City of Andrews request the same as a
condition to such extension or renewal.
If Buyer performs its agreements in the preceding paragraph and does
not obtain, on or prior to the 30th day after the Expiration Date, any extension
or renewal of the Andrews Franchise beyond the Expiration Date, Seller agrees to
indemnify Buyer for an amount (the "Indemnified Amount") equal to (a)
$2,000,000, less (b) 50% of the total of: (i) any proceeds (non-cash proceeds at
their fair market value, as reasonably agreed to by Buyer and Seller) from the
sale of all assets related to the Andrews Franchise (the "Andrews Assets"), net
of reasonable expenses of sale, (ii) any reimbursements from the City of Andrews
in respect of the expiration of the Andrews Franchise ("Andrews
Reimbursements"), and (iii) any other payments received from any other party in
respect of the expiration of the Andrews Franchise. Notwithstanding anything to
the contrary herein, Seller shall be obligated under this letter agreement to
pay Buyer the Indemnified Amount only if, on or prior to the 30th day after the
Expiration Date: (x) a claim by
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Buyer is received by Seller, (y) Buyer has ceased to operate the Andrews
cable television system and (z) both (1) the Andrews Assets have been sold to
a party not affiliated with Buyer and (2) all Andrews Reimbursements to which
Buyer is entitled have been obtained. In connection with its sale of any and
all of the Andrews Assets, Buyer hereby agrees to use its best efforts and to
act in good faith in maximizing the sales price of such of the Andrews Assets.
Finally, Buyer waives any rights that it may have to terminate the
Purchase Agreement pursuant to Section 10.2(f) thereof.
MARCUS CABLE OF SAN ANGELO, L.P.
By: MARCUS CABLE OPERATING COMPANY,
L.P., General Partner
By: MARCUS CABLE COMPANY, L.P., General
Partner
By: MARCUS CABLE PROPERTIES, L.P.,
General Partner
By: MARCUS CABLE PROPERTIES, INC.,
General Partner
By: /s/ JEFFERY A. MARCUS
Name:
Title: Pres
ACKNOWLEDGED AND AGREED TO
the 16th day of June, 1995
TELESERVICE CORPORATION OF
AMERICA
By: /s/ FRED R. NICHOLS
Name: Fred R. Nichols
Title: President
cc:
Fred R. Nichols
Jim S. Ryan, III
Andrew J. Armstrong, Jr.
