UNITEL VIDEO INC/DE
8-K, 1999-05-12
ALLIED TO MOTION PICTURE PRODUCTION
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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 11, 1999
                                  ------------

                               UNITEL VIDEO, INC.
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                    1-8654                   23-1713238
       --------------              -----------              -------------------
(State or other jurisdiction       (Commission              (I.R.S. Employer
    of incorporation)              File Number)             Identification No.)


555 West 57th Street, New York, New York                         10019
- ----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)

                                  212-265-3600
                  ---------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
                           ---------------------------
                         (Former name or former address,
                         if changed since last report.)
<PAGE>

FORM 8-K                                                      UNITEL VIDEO, INC.
(File no. 1-8654)                                                    Page 2 of 2
================================================================================

Item 5. Other Events

On May 11, 1999, the Company issued a press release reporting, among other
things, that the Company had reached an agreement in principle to sell the
Company's mobile television production assets to National Mobile Television
("NMT"), that the Company and NMT will proceed to negotiate a definitive
purchase and sale agreement and, contingent on the successful conclusion of
those negotiations and the satisfaction of all conditions, the parties expect
the transaction to close in June 1999. A copy of the press release is attached
to this Form 8-K as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)   Financial statements of business acquired:

      Not applicable

(b)   Pro forma financial information:

      Not applicable

(c)   Exhibits:

      99.1: Unitel Video, Inc. Press Release dated May 11, 1999.

                                   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.

                                          UNITEL VIDEO, INC.


Dated: May 12, 1999                       By: /s/ Barry Knepper
                                              ----------------------------------
                                              Barry Knepper
                                              Chief Executive Officer
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number       Description
- --------------       -----------

     99.1            Unitel Video, Inc. Press Release dated May 11, 1999



PRESS RELEASE

CONTACT:
Barry Knepper
Chief Executive Officer
PHONE 212-265-3600
FAX   212-581-7748

FOR IMMEDIATE RELEASE

                      NATIONAL MOBILE TELEVISION TO ACQUIRE
                       UNITEL VIDEO, INC'S MOBILE DIVISION

NEW YORK May 11, 1999 - National Mobile Television ("NMT") and Unitel Video,
Inc. ("Unitel") (ASE:UNV) today announced that they had reached an agreement in
principle for NMT to acquire the mobile television production assets of Unitel
Mobile Video, a division of Unitel. NMT and Unitel will proceed to negotiate a
definitive purchase and sale agreement. Contingent on the successful conclusion
of these negotiations and the satisfaction of all conditions, the parties expect
the transaction to close in June 1999.

It is expected that after closing, Unitel Mobile Video will continue to operate
as a separately managed entity under the Unitel Mobile name. Richard Clouser,
the President of Unitel Mobile Video, stated that he "expects that I, my
management team and Unitel Mobile Video employees will continue to operate as
they have in the past."

Steven Clifford, CEO of NMT, noted that the Unitel Mobile Video clients should
benefit greatly from this transaction. "They will continue to receive the superb
service and excellent engineering for which Unitel Mobile Video is widely known.
At the same time, Unitel Mobile Video would gain much greater financial
flexibility and access to new technology."

Barry Knepper, CEO of Unitel, commented that "the proceeds generated from the
sale will allow Unitel to repay a majority of its outstanding debt and focus on
investing in its studio and post-production divisions."

Seattle-based NMT is the nation's leading provider of mobile television
production studios used primarily for live broadcasts of sporting events. The
company televises over 7,000 events a year for the NBA, NFL, NHL, PGA, Major
League Baseball and NCAA.
<PAGE>

A private equity fund managed by Oaktree Capital Management, LLC, is NMT's
largest shareholder and financial partner. Oaktree is a $12 billion private
investment firm, located in Los Angeles.

Unitel is a leading provider of studio and mobile production facilities, and
post-production and special effects services to virtually every major
entertainment company in the United States. Unitel's New York City Studios are
home to KingWorld Production's "Inside Edition", Paramount Picture's the "Montel
Williams Show", and Eyemark Entertainment's the "Dr. Joy Brown Show". Unitel
Mobile Video, based in Pittsburgh and Burbank, is the pre-eminent supplier of
mobile facilities to the entertainment industry.



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