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): March 3, 1998
TV COMMUNICATIONS NETWORK, INC.
(a Colorado Corporation)
Commission file number 0-18612
I.R.S. Employer Identification Number 84-1062555
10020 E. Girard Avenue, #300
Denver, Colorado 80231
Telephone: (303) 751-2900
Investor relations contact:
Dennis J. Horner, Vice President of Finance
10020 E. Girard Avenue, #300
Denver, Colorado 80231
Telephone: (303) 751-2900
Item 5. Other Events
Frederick Case Settlement
The Company had been named as a Defendant in a class action suit by two
shareholders of TVCN filed on April 2, 1994 in the United States District
Court for the District of Colorado under Case No. 94-WM-837. MERTON
FREDERICK, as Trustee of the M&M Frederick, Inc. Profit Sharing Plan,
f/k/a M&M Frederick, Inc. Defined Benefit Pension Plan; and F.S. WORKMAN;
on Behalf of Themselves and All Others Similarly Situated, are the
Plaintiffs, and the Defendants are TV COMMUNICATIONS NETWORK, INC., TVCN OF
MICHIGAN, INC., TVCN OF WASHINGTON, D.C., INC., INTERNATIONAL INTEGRATED
SYSTEMS, TVCN INTERNATIONAL, INC., INTERNATIONAL EXPORTS, INC., OMAR DUWAIK,
JACOB A. DUWAIK, KENNETH D. ROZNOY, SCOTT L. JENSON, AND SCOTT L. JENSON,
P.C.
The Plaintiffs alleged in their suit that the Company's financial
statements from July 1990 through August 1993 were materially misstated.
On March 8, 1996 the court certified a class in the case. On October 31,
1997 the plaintiffs and defendants agreed to settle the case subject to the
Court's preliminary and final approval of the settlement. Under the terms
of the settlement the plaintiffs agreed to dismiss all of their claims
against the defendants in return for $1,500,000.
On November 4, 1997 the Court granted preliminary approval to the
settlement. On November 5, 1997 the Company placed $1,500,000 in escrow
at Colorado National Bank. A hearing on final approval of the settlement
was held on February 20, 1998. On March 3, 1998, the Court entered an
order granting final approval of the settlement agreement and approving the
disbursement of the settlement funds including attorneys' fees and costs.
On March 3, 1998, the Court also entered an order dismissing with
prejudice all claims, cross-claims, counterclaims, and third party claims
that have been or could have been asserted in the case. The Court further
ordered that the defendants shall bear only their own attorneys' fees and
cost. The members of the class, except those persons who have requested
exclusion from the class pursuant to the Notice of Class Action, are
permanently enjoined from commencing any action or asserting any claim
which could have been asserted in the case against any of the defendants,
whether such class members receive any portion of the settlement fund or
not. The Company does not anticipate that any person who requested
exclusion from the class will file any action against any of the
defendants.
The Court has thus allowed that the escrowed funds and accrued
interest be delivered to plaintiffs' counsel for distribution in accordance
with the settlement agreement. All members of the class who participate in
the settlement and who still own shares of TVCN acquired during the class
period will relinquish such shares as part of the settlement. Approximately
$705,268.82 of the settlement fund will go to pay the fees and expenses of
class counsel; the remainder will be distributed to the class members who
agree to participate in the settlement.
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, thereunto duly authorized.
TV COMMUNICATIONS NETWORK, INC.
Date: March 13, 1998
/ss/Omar A. Duwaik
Omar A. Duwaik
PRESIDENT/CEO
/ss/Dennis J. Horner
Dennis J. Horner
VICE PRESIDENT/TREASURER
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