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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
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 15, 1996
GALAXY CABLEVISION, L.P.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9423 43-1429049
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
1220 North Main, Sikeston, Missouri 63801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(573) 472-8200
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Item 5. Other Events.
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Galaxy Cablevision, L.P. issued a press release on May 15, 1996
announcing the receipt of a $5.5 million distribution from Charter Wireless
Cable Holdings, L.L.C. in respect of its sale of 1,369,809 shares of Common
Stock of Heartland Wireless communications, Inc., a $3.00 per Unit distribution
to Unitholders, the possible tax consequences to Unitholders resulting from
such distribution, the suspension of trading on the American Stock Exchange
following such distribution, and the timing of the Partnership's final
liquidation and dissolution procedures. A copy of the press release is
attached hereto as Exhibit 99(a).
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: May 28, 1996 GALAXY CABLEVISION, L.P.
By: GALAXY CABLEVISION MANAGEMENT, L.P.
as Managing General Partner
By: GALAXY CABLEVISION MANAGEMENT, INC.
as General Partner
By: /s/ Tommy L. Gleason, Jr.
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Tommy L. Gleason, Jr.
President
Galaxy Cablevision Management, Inc.
(Principal Executive Officer)
By: /s/ J. Keith Davidson
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J. Keith Davidson
Chief Financial Officer
Galaxy Cablevision Management, Inc.
(Principal Financial Officer and
Principal Accounting Officer)
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Exhibit 99(a)
Press Release
Contact: J. Keith Davidson
Chief Financial Officer
1220 North Main
Sikeston, MO 63801
(573) 472-8200
FOR IMMEDIATE RELEASE
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SIKESTON, MISSOURI, May 15, 1996 -- Galaxy Cablevision, L.P. announced
today that Charter Wireless Cable Holdings, L.L.C. ("Charter Holdings") had
sold approximately 1,369,809 shares of common stock of Heartland Wireless
Communications, Inc. (Nasdaq Nation Market symbol "HART") for a net price of
approximately $28.00 per share. Galaxy Cablevision, L.P. holds a limited
partnership interest in Charter Holdings. Galaxy Cablevision, L.P. received a
distribution of approximately $5.5 million from Charter Holdings in respect of
such sale. In February, 1996, Charter Holdings made an initial sale of
approximately 150,000 shares of Heartland stock and distributed approximately
$538,000 to Galaxy Cablevision, L.P.
Galaxy Cablevision, L.P. plans to make a distribution of $3.00 per
Unit to its Unitholders. Galaxy has set the close of business on Friday, May
31, 1996, as the record date for determining the Unitholders eligible for such
distribution. Each Unitholder will receive $3.00 per Unit held. Distributions
will be paid on Monday, June 10, 1996.
The Charter Holdings investment constituted one of Galaxy's final
material assets. Accordingly, Galaxy also today announced the timing of its
final liquidation and dissolution pursuant to its previously-announced plan of
liquidation. Because the June 10 distribution to Unitholders will constitute a
distribution of a substantial amount of all of Galaxy's remaining assets,
Galaxy has been advised by the American Stock Exchange that Monday, June 10,
1996 will be the last day of trading of the Partnership's Units on the American
Stock Exchange. Galaxy intends to close its transfer books as of the close of
business on June 10, 1996, though its transfer agent will accommodate trades in
the Partnership Units made through June 10.
Under Galaxy's Partnership Agreement, Galaxy's taxable gain or loss
recognized in a year from the sale of assets (as well as income or loss from
operations) is allocated to a Unitholder based on the number of months during
the year that such Unitholder held such Units. In making this allocation, it
does not matter whether such Units were acquired before or after the date of
the sale of such shares of Heartland Wireless common stock. Management
estimates that the taxable gain from the sale of the Heartland Wireless common
stock recognized by Galaxy Unitholders will be approximately $1.45 per Unit.
Accordingly, Unitholders will be allocated from such transaction approximately
$.12 to $.15 per Unit for each month during 1996 that he or she holds such
Units. For purposes of determining the number of months a Unit is held by a
Unitholder, Galaxy treats all Unitholders that own a Unit on the first day of
the month as Unitholders for the entire month.
Due to the complexity and materiality of tax matters relating to the
Partnership, Unitholders and prospective investors are encouraged to consult
with their personal tax advisors prior to the sale or purchase of Units.
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As previously announced, Galaxy is now engaged in the process of
liquidation. Following the June 10, 1996 distribution, Galaxy's remaining
assets will consist of approximately $1 million in cash, a note receivable in
the face amount of $1,500,000 from Harron Cablevision of Texas, Inc., a
privately-held company, due in July 1996, plus approximately $700,000 in
accrued interest on such note (the "Harron Note"). Management does not
currently have any reason to believe that the Harron Note will not be paid in
full on its due date. Known liabilities remaining after the June 10
distribution include approximately $150,000 to $300,000 in expenses related to
administration and the liquidation and winding up of the Partnership, and the
amount, if any, which may be claimed under the indemnification provisions of an
asset sale agreement the Partnership entered into with Time Warner, discussed
below.
In connection with the sale of television system assets in Texas (the
"Austin Systems"), the Partnership agreed to indemnify Time Warner, the
purchaser of the Austin Systems, for certain claims, losses, costs and expenses
incurred by Time Warner as a result of any breach by Galaxy of any
representation, warranty, agreement or covenant of Galaxy contained in the
asset sale agreement. The Partnership's maximum liability for such breach is
$1,200,000. The representations and warranties survive until June 7, 1996, and
any claim for indemnification must be made by September 5, 1996. No claim can
be made until the total of all such claims exceeds $25,000. No claim has been
received by the Partnership and the Managing General Partner believes that the
likelihood of such a claim decreases with the passage of time.
As soon as practicable after September 5, 1996, assuming full payment
of the Harron Note and no indemnification claims by Time Warner, the
Partnership intends to make a final distribution to the Unitholders.
Subsequent to this distribution, the Partnership plans to finalize its
liquidation and dissolve prior to December 31, 1996. Within 45 to 90 days
following the final liquidation of the Partnership, final K-1 tax returns will
be prepared and delivered to the Unitholders.
GALAXY CABLEVISION, L.P. (GTV)
STATEMENT OF CHANGES IN NET ASSETS
IN PROCESS OF LIQUIDATION
For the For the
3 Months 3 Months
Ended 03/31/96 Ended 03/31/95
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Net Assets in Process of Liquidation as
of Beginning of Period $7,217,884 $8,338,425
Increase in Value of Investment in Affiliate 2,238,200 0
Revenues in Excess of Expenses from Operations 0 (53,417)
Reduction in Reserve for Estimated Costs
During Period of Liquidation 0 53,417
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Net Assets in Process of Liquidation $9,456,084 $8,338,425
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Galaxy previously was engaged in the business of acquiring, owning,
operating and selling rural cable television systems.
Galaxy's Units are traded publicly on the American Stock Exchange
under the symbol GTV.
