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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) May 9, 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.
Also on January 20, 1995, Tele-Communications of Northwest Arkansas
Limited Partnership ("TCNA LP") entered into an asset purchase agreement (as
amended, the "Fayetteville Agreement") with Time Warner Entertainment Company,
L.P. ("Time Warner"), through its division Time Warner Cable Ventures pursuant
to which TCNA LP would acquire the assets of, and assume certain liabilities
related to, the operation of cable television systems (the "Fayetteville
System") in and around the following cities in Arkansas: Fayetteville, Elkins,
Farmington, Greenland, and unincorporated areas of Washington County (the
"Fayetteville Transaction").
TCA Cable TV, Inc. (the "Company") indirectly through various
subsidiaries (i) is an 80% limited partner of TCNA LP and (ii) (A) owns a 49%
limited partnership interest in the 20% general partner of TCNA LP and (B) owns
49% of the 51% general partner of the 20% general partner of TCNA LP.
The Fayetteville Transaction was consummated on May 9, 1995.
The assets acquired in the Fayetteville Transaction included, with
certain exceptions as set forth in the Fayetteville Agreement, all of the
assets and properties, real and personal, tangible and intangible, used by Time
Warner in its operation of the Fayetteville System. TCNA LP intends to
continue to use such assets to provide cable television services to the
subscribers in the Fayetteville System. As part of the Fayetteville
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 Fayetteville System.
The aggregate consideration paid in the Fayetteville Transaction was
approximately $39,225,000, subject to certain post closing adjustments as set
forth in the Fayetteville Agreement. The acquisition consideration for the
Fayetteville Transaction were 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 Fayetteville 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 TCNA LP.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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(a) Financial Statements of business acquired in Fayetteville
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 Fayetteville
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.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated January 20, 1995, between
Tele-Communications of Northwest Arkansas Limited Partnership
and Time Warner Entertainment Company, L.P., through its
division Time Warner Cable Ventures.(2)
2.2 Letter Agreement, dated April 24, 1995, between
Tele-Communications of Northwest Arkansas Limited Partnership
and Time Warner Entertainment Company, L.P., through its
division
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Time Warner Cable Ventures, amending Asset Purchase
Agreement.(3)
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 not 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 annual report
on Form 10-K for the year ended October 31, 1994 and
incorporated herein by reference.
(3) Filed herewith.
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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 24, 1995 By: /s/ JIMMIE F. TAYLOR
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Jimmie F. Taylor
Its: VP, CFO & Treasurer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Asset Purchase Agreement, dated January 20, 1995, between
Tele-Communications of Northwest Arkansas Limited Partnership
and Time Warner Entertainment Company, L.P., through its
division Time Warner Cable Ventures.(2)
2.2 Letter Agreement, dated April 24, 1995, between
Tele-Communications of Northwest Arkansas Limited Partnership
and Time Warner Entertainment Company, L.P., through its
division Time Warner Cable Ventures, amending Asset Purchase
Agreement.(3)
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 not 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 annual report
on Form 10-K for the year ended October 31, 1994 and
incorporated herein by reference.
(3) Filed herewith.
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EXHIBIT 2.2
[LOGO] T I M E W A R N E R
C A B L E
April 24, 1995
TELE-COMMUNICATIONS OF NORTHWEST 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 NORTHWEST ARKANSAS LIMITED
PARTNERSHIP ("TCNA") AND TIME WARNER ENTERTAINMENT
COMPANY, L.P., THROUGH ITS DIVISION TIME WARNER CABLE
VENTURES ("TWE")
Dear Messrs. McMillian and Nichols:
TCNA and TWE entered into the Agreement with the understanding that
the transactions contemplated by the Agreement (the "Fayetteville Transaction")
and the Russellville Transaction be consummated simultaneously and not
independently. Notwithstanding the foregoing, TCNA desires to consummate the
Fayetteville Transaction subsequent to consummation of the Russellville
Transaction.
To induce TWE into consummating the Fayetteville Transaction
subsequent to the Russellville Transaction, TCNA hereby warrants to TWE and to
Tele-Communications of Arkansas Limited Partnership 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 TCNA, and in consideration of the
mutual covenants stated in this letter, TWE has agreed to execute this letter
and consummate the Fayetteville Transaction subsequent to consummation of the
Russellville 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.
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Mr. Robert McMillian
Mr. Fred Nichols
April 24, 1995
Page 2
Notwithstanding any term or condition to the contrary contained in the
Agreement, TCNA and TWE agree as follows:
(1) The letter agreement dated March 20, 1995 between TWE and TCNA
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 $900,000, from
$38,160,000 to $39,060,000.
(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
Russellville 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
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(8) Except for FCC approval of the transfer of Cable Television
Relay Service Station License WLY-234 to TCNA, TCNA hereby
waives Sections 7.1(h), (i), (k), (m) and (n) of the Agreement
as conditions to its obligation to consummate the transactions
contemplated by the Agreement. TWE and TCNA acknowledge that
the conditions to Closing contained in Sections 7.1(e), (h),
(j), (m) and (n) have been fully satisfied and further
acknowledge that the conditions to Closing contained in
Sections 7.1(i) and (k) have been fully satisfied, except for
notification to the FCC, or receipt of FCC approval, of the
transfer of FCC related Licenses.
(9) Except for FCC approval of the transfer of Cable Television
Relay Service Station License WLY-234 to TCNA, TWE hereby
waives Sections 7.2(g), (h) and (i) of the Agreement as
conditions to its obligation to consummate the transactions
contemplated by the Agreement, and TCNA 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 the later of (i) one business day following receipt
by Seller of FCC approval of the transfer of Cable Television
Relay Service Station License WLY-234 to Buyer or (ii) May 9,
1995, at a location mutually determined by Seller and Buyer.
(11) TWE shall cause TW Cable Service Co. to transfer to TCNA, 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 TCNA from and against any and all Losses
incurred by TCNA 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, TCNA
shall indemnify and hold harmless TWE and TWCS from and
against
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Mr. Robert McMillian
Mr. Fred Nichols
April 24, 1995
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any and all Losses incurred by TWE and/or TWCS arising out of
or resulting from any material breaches by TCNA of its
representations or covenants under the TWCS Agreement as if
such breach by TCNA were a breach by TCNA 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.
(13) Notwithstanding TWE's transfer of Ordinance No. 3413 dated
March 7, 1989 (granting a franchise to Warner Cable
Communications, Inc.), as amended by Ordinance No. 3589 dated
January 21, 1992 and Amendment to Franchise Agreement dated
February 21, 1992 (the "Fayetteville Franchise"), to TCNA in
accordance with Ordinance No. 3882 dated March 21, 1995 and
the Agreement, TWE is not waiving, and shall not be construed
to have waived, its right to indemnification from TCNA for the
Assumed Obligations and Liabilities relating to the
Fayetteville Franchise.
(14) Immediately after Closing, TCNA shall file with each System
franchising authority ("Authority") a written acceptance and
assumption of such Authority's franchise agreement that is
acceptable to each such Authority in form and substance.
The Agreement shall continue in full force and effect as written
except as amended herein. To the extent that any terms or 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 two or more counterparts that together
shall be deemed one and the same instrument.
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Mr. Robert McMillian
Mr. Fred Nichols
April 24, 1995
Page 5
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: /s/ JEFFREY D. ELBERSON
Jeffrey D. Elberson, Vice President
The foregoing is hereby agreed to and accepted as of April 24, 1995:
TELE-COMMUNICATIONS OF NORTHWEST ARKANSAS
LIMITED PARTNERSHIP
By: MCMILLIAN PARTNERS, L.P., its general
partner
By: MCMILLIAN HOLDINGS, INC., its
general partner
By: /s/ ROBERT W. MCMILLIAN
Name: Robert W. McMillian
Title: President
