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): Septemer 3, 1996
OSBORN COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in charter)
State of Delaware 1-8309 06-1142367
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
130 Mason Street, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 629-0905
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Pursuant to the terms of an Agreement and Plan of Merger dated
July 23, 1996, among Osborn Communications Corporation, a
Delaware corporation (the "Company"), OCC Holding
Corporation, a Delaware corporation, and OCC Acquisition
Company, Inc., a Delaware Corporation ("Mergeco")(the
"Merger Agreement"), on September 3, 1996, the Company
received a copy of a binding equity financing commitment letter
(the "Commitment Letter") addressed to Mergeco from Hicks,
Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited
partnership ("Fund III"). The terms of the commitment letter
require Fund III to provide equity financing in the amount of
$27.2 million to provide Mergeco a portion of the funds
required to consummate the transactions contemplated by the
Merger Agreement subject to the conditions set forth therein.
The Commitment Letter is attached as Exhibit 99 hereto and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits:
Exhibit Number
(Referenced to Item 601
of Regulation S-K) Description of Exhibit
99 Commitment Letter dated September 3, 1996
from Hicks, Muse, Tate & Furst Equity Fund
III, L.P. to OCC Acquisition Company, Inc.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Date: September 9, 1996
OSBORN COMMUNICATIONS CORPORATION
By: /s/Thomas S. Douglas
Name: Thomas S. Douglas
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit number
(Referenced to Page Number in Rule 0-3(b)
Item 601 of sequential numbering system
Regulation S-K) Description of Exhibit where Exhibit can be found
99 Commitment Letter dated September 3,
1996 from Hicks, Muse, Tat e& Furst
Equity Fund III, L.P. to OCC
Acquisition Company, Inc.
HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.
200 Crescent Court, Suite 1600
Dallas, Texas 75201
September 3, 1996
OCC Acquisition Company, Inc.
100 Crescent Court, Suite 1600
Dallas, TX 75201
Attention: Eric C. Neuman
Gentlemen:
This is to confirm that, subject to the terms and conditions
set forth below, the undersigned hereby commits to provide up to an aggregate
of $27.2 million in financing to fund the merger (the "Merger") of OCC
Acquisition Company, Inc. ("Mergeco"), a wholly-owned subsidiary of
OCC Holding Corporation ("Holding Corp"), into Osborn Communications
Corporation Inc. ("Osborn"), as more fully described in that Agreement and
Plan of Merger dated as of July 23, 1996, among Mergeco, Osborn, and Holding
Corp (the "Merger Agreement"). The foregoing commitment is subject to
satisfaction of the following conditions:
1. Consummation of the Merger on the terms and
conditions set forth in the Merger Agreement, provided that no term or
condition thereof may be waived or modified by Mergeco or Holding
Corp without the prior written consent of the undersigned.
2. Execution and delivery of customary documentation
in respect of the financing provided hereby.
In consideration of the time and resources devoted by
the undersigned to this transaction, Mergeco and Holding Corp agree that
neither of them will, without the written consent of the undersigned,
solicit, negotiate, or accept any proposal or agreement for any alternative
debt or equity financing to the financing contemplated herein as long as the
undersigned is negotiating in good faith toward the closing of such
financing.
<PAGE>
In consideration of the undersigned's commitment herein to
provide financing for the Merger, Mergeco agrees to pay all legal and other
out-of-pocket expenses of the undersigned relating to the transaction
contemplated hereby, whether or not the closing of the Merger occurs.
Very truly yours,
HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.
By: HM3/GP Partners, L.P.,
its General Partner
By: Hicks, Muse GP Partners, L.P.
its General Partner
By: Hicks, Muse Fund III Incorporated,
its General Partner
By: /s/Michael D. Salim
Name: Michael D. Salim
Title: Chief Financial and
Administrative Officer
Acknowledged and agreed to:
OCC ACQUISITION COMPANY, INC.
By: /s/Eric C. Neuman
Name: Eric C. Neuman
Title: President
OCC HOLDING CORPORATION
By: /s/Eric C. Neuman
Name: Eric C. Neuman
Title: President
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