MPTV INC
8-K, 1997-01-09
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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<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): December 24, 1996

                                    MPTV, INC.
             (Exact Name of Registrant as Specified in its Charter)


                                     Nevada
                 (State or Other Jurisdiction of Incorporation)


        0-16545                                        88-0222781
(Commission File Number)                (I.R.S. Employer Identification No.)


                                 3 Civic Plaza
                                   Suite 210
                        Newport Beach, California  92660
          (Address of Principal Executive Offices, Including Zip Code)


                                 (714) 760-6747
              (Registrant's Telephone Number, Including Area Code)





                                      -1-
<PAGE>   2
Item 5.  Other Events.
- ----------------------

Closing and Funding of Loan.
- ----------------------------

MPTV, Inc., a Nevada corporation (the "Registrant"), has announced the closing
and funding of the $7,600,000.00 loan funded by Kennedy Funding, Inc.  Proceeds
will be used for the re-structuring of the previously existing debt and for
completing Phase I renovation of the Lake Tropicana Timeshare Resort in Las
Vegas, Nevada.

As permitted by General Instruction F to Form 8-K, the Registrant hereby
incorporates by reference the information contained in the press release dated
December 31, 1996, which is filed as an Exhibit to this Report on Form 8-K.


Item 7.
- -------

Financial Statements and Exhibits.
- ----------------------------------

         (a)     Financial statements of businesses acquired:  N/A

         (b)     Pro forma financial information:  N/A

         (c)     Exhibits:

                 Exhibit No.     Description
                 -----------     -----------
                    99.5         Press Release, dated December 31, 1996, 
                                 regarding closing of Kennedy loan.





                                      -2-
<PAGE>   3
                               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.



                                    MPTV, INC.




Date:  January 8, 1997              By: /s/ James C. Vellema
                                       --------------------------------
                                       Name:  James C. Vellema
                                       Title: Chairman/Chief Executive Officer





                                      -3-

<PAGE>   1
                                  [LETTERHEAD]



                            IMMEDIATE PRESS RELEASE

MPTV, INC.
December 31, 1996

                  MPTV Inc.  ANNOUNCES CLOSING OF KENNEDY LOAN

         MPTV, Inc., a Nevada corporation, announces the closing and funding on
December 24, 1996 of a $7,600,000.00 loan to re-structure the previously
existing debt and provide funds for the completion of Phase I for the Lake
Tropicana Timeshare Resort in Las Vegas, Nevada.  The lender, Kennedy Funding,
Inc. of Hackensack, New Jersey, has provided $7,600,000.00 in funds to MPTV,
Inc.  The new loan will permit MPTV, Inc., to sell, close and deed timeshare
intervals and generate revenues at the Lake Tropicana Timeshare Resort.  The
Company anticipates it will be fully mobilized to begin recording sales and
earnings in the first quarter of 1997.*

         The Lake Tropicana Timeshare Resort is located in Las Vegas, Nevada on
7.5 acres between the MGM Grand Hotel and Casino and the Hard Rock Cafe and
Hotel Casino.  The Lake Tropicana Timeshare Resort consists of 22 buildings,
tennis court, spa, swimming pools and recreation facilities.  The Company will
offer 9,152 timeshare intervals at an average price of $11,800 per interval.
When completed the Lake Tropicana Timeshare Resort will be a gated community
conveniently located near the famous Las Vegas "Strip" and will cater primarily
to the growing family market in Las Vegas

         MPTV is engaged in Timeshare Resort Development, Resort Management and
Vacation Oriented Television Entertainment and Advertising.

For more information contact:

James C. Vellema, Chairman
MPTV, Inc.
714-760-6747

Henry Haskell, Vice President
KENNEDY FUNDING, Inc.
201-342-8500

*        This sentence constitutes a forward looking statement, and is subject
         to various factors that could cause actual results to differ
         materially from the result anticipated in such forward looking
         statement, as more fully discussed in Item 1 of MPTV's Annual Report
         on Form 10-KSB for the year ended December 31, 1995 under "Forward
         Looking Statement".







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