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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): December 11, 1998
Scott Cable Communications, Inc.
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(Exact name of Registrant as specified in its charter)
Texas
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(State or other jurisdiction of incorporation)
0-22-093 75-1766202
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(Commission File Number) (I.R.S. Employer Identification No.)
Four Landmark Square, Suite 302, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 323-1100
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. OTHER EVENTS.
On December 11, 1998, the United States Bankruptcy Court located in
Bridgeport, Connecticut issued a decision denying confirmation of the
Prepackaged Liquidating Chapter 11 Plan (the "Plan") that the Company filed with
the Court on October 1, 1998. The Plan provides for the sale of substantially
all of the Company's assets to InterLink Communications Company, LLLP
("InterLink") for a sale price of $165,000,000, subject to closing adjustments.
In denying confirmation of the Plan, the Court sustained objections of the
Internal Review Service (the "IRS"), including the IRS' contention that the Plan
improperly fails to provide for the payment of capital gains taxes to the IRS.
Under the terms of the Company's sale agreement with InterLink,
confirmation of the Plan is a necessary precondition to the closing of the
Company's sale of its assets to InterLink. In view of the Court's denial of the
confirmation of the Plan, it appears unlikely that the Company will be able to
close on the sale of its assets to InterLink prior to December 30, 1998. Under
the terms of the sale agreement, InterLink can elect to terminate the sale
agreement at any date after December 11, 1998 on account of the nonconfirmation
of the Plan. If InterLink waits until December 30, 1998 to terminate the sale
agreement, InterLink would thereby become entitled to the future payment by the
Company of liquidated damages of $2,625,000.
InterLink is a Colorado limited liability limited partnership and maintains
its headquarters in Denver, Colorado. It is an affiliate of and is managed by
Rifkin & Associates, Inc., an established manager of cable television systems.
The Company intends to seek a rehearing before the Court, and also to seek
the Court's approval for the Company's consummation of the sale of its assets to
InterLink without Court approval of the Company's Chapter 11 plan of
reorganization.
The Company hereby incorporates by reference herein the matters announced
in the Company's press release dated December 14, 1998 (such press release is
filed as Exhibit 99.1 hereto).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following documents are being filed herewith by
the Company as exhibits to this Current Report on Form 8-K:
99.1 Press release of the Company dated December 14, 1998.
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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.
SCOTT CABLE COMMUNICATIONS, INC.
Date: December 15, 1998 By: /s/ John M. Flanagan, Jr.
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John M. Flanagan, Jr.
Senior Vice President and
Chief Financial Officer
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Exhibit No. Exhibits Page No.
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99.1 Press release of the Company dated December 14, 1998.
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FOR IMMEDIATE RELEASE
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- - DECEMBER 14, 1998 -
Contact: John M. Flanagan, Jr.,
Sr. Vice President and
Chief Financial Officer
Four Landmark Square, Suite 302
Stamford, CT 06901
Telephone: (203) 323-1100
Facsimile: (203) 325-3110
SCOTT CABLE COMMUNICATIONS, INC.
On December 11, 1998, the U.S. Bankruptcy Court in Bridgeport, Connecticut
issued a decision denying confirmation of the Prepackaged Liquidating Chapter 11
Plan (the "Plan") that Scott Cable Communications, Inc. (the "Company") filed
on October 1, 1998. That Plan provides for the sale of substantially all of
the Company's assets to InterLink Communications Company, LLLC ("InterLink")
of Denver, Colorado for a sale price of $165,000,000, subject to closing
adjustments. In denying confirmation of the Plan, the Court sustained
objections thereto filed by the Internal Revenue Service ("IRS"), including
the IRS's contention that the Plan improperly fails to provide for the
payment of capital gains taxes to the IRS.
Under the terms of the Company's sale agreement with InterLink, confirmation
of the Plan is a necessary precondition to the closing of the Company's sale
of its assets to InterLink. In view of the Court's denial of confirmation, it
appears unlikely that the Company will be able to close on that sale to
InterLink prior to December 30, 1998. Under the terms of the sale agreement,
InterLink can elect to terminate the sale agreement at any date after
December 11, 1998 on account of the nonconfirmation of the Plan. If InterLink
waits until December 30, 1998 to terminate the sale agreement, InterLink
would thereby become entitled to the future payment by the Company of
liquidated damages in the amount of $2,625,000.
The Company intends to seek a rehearing before the Court, and also to seek
the Court's approval for the Company's consummation of the sale of its assets
to InterLink without Court approval of the Company's Chapter 11 plan of
reorganization.
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