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
September 11, 1996
Date of Report (Date of earliest event reported)
Savoy Pictures Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21234 13-3649014
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Carnegie Hall Tower
152 West 57th Street
New York, NY 10019
(Address of principal executive offices)
(212) 247-5810
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
On September 11, 1996, a subsidiary of Fox Television Stations, Inc.
("Fox Television Stations") acquired from Savoy Stations, Inc. ("Savoy
Stations"), a wholly-owned subsidiary of Savoy Pictures Entertainment, Inc.
(the "Registrant"), an additional 25% common equity (non-voting) interest in
SF Multistations, Inc. ("SF Multistations") through the exercise of a
previously-existing option (the "Multistations Option"). In addition, in
June 1996, Fox Television Stations acquired from Savoy Stations an additional
25% common equity (non-voting) interest in SF Broadcasting of Wisconsin, Inc.
("SF Wisconsin") through the exercise of a previously-existing option (the
"Wisconsin Option"). In consideration for its exercise of the Multistations
Option and the Wisconsin Option, Fox Television Stations paid Savoy Stations
approximately $23.8 million and $3.2 million, respectively. Savoy Stations
now owns 50% of the common equity and all of the voting stock of SF
Multistations and SF Wisconsin; Fox Television Stations now owns 50% of the
common equity (non-voting) and $39 million of preferred stock in SF
Multistations and SF Wisconsin.
SF Multistations owns WVUE-TV, New Orleans ("WVUE"), WALA-TV, Mobile
("WALA") and KHON-TV, Honolulu ("KHON") and SF Wisconsin owns WLUK-TV, Green
Bay ("WLUK", and together with WVUE, WALA and KHON, the "SF Stations"). The
SF Stations are VHF television stations located in the 41st through 71st
largest markets in the United States. SF Multistations and SF Wisconsin,
together with their respective subsidiaries, are referred to herein as the "SF
Broadcasting Companies".
Savoy Stations currently has the right to elect all of the directors of
the SF Broadcasting Companies; FTS has no representatives on the board of
directors of the SF Broadcasting Companies and will not participate in the
operation of the SF Broadcasting Companies or of the SF Stations. However, the
agreement between Fox Television Stations and Savoy Stations provides that Fox
Television Stations' consent is required for certain major corporate
decisions. Fox Television Stations continues to have the option (subject to
all necessary regulatory approvals) to exchange all, but not less than all, of
its non-voting common stock for common stock with voting rights (the
"Conversion Options"). The Conversion Options are exercisable after
September 20, 1997, in the case of SF Wisconsin, and October 28, 1997, in the
case of SF Multistations. Fox Television Stations has agreed not to exercise
the Conversion Options if any regulatory approval would have a material
adverse effect on SF Wisconsin or SF Multistations, as the case may be. If
Fox Television Stations exercises the Conversion Options, each of Fox
Television Stations and Savoy Stations will be able to designate two of the
four directors of SF Wisconsin or SF Multistations, as the case may be.
The Registrant will continue to consolidate the results of the SF
Broadcasting Companies in the Registrant's financial statements and Fox
Television Stations' interest in the SF Broadcasting Companies will continue
to be reflected as a minority interest.
The foregoing description of the Multistations Option, the Wisconsin
Option and the Conversion Option is not intended to be complete and is
qualified in its entirety by reference to the Subscription and Stockholders
Agreements among Savoy Stations, Fox Television Stations and SF Multistations
or SF Wisconsin, as the case may be. The Subscription and Stockholders
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Agreements were filed as exhibits to the Registrant's Form 8-K dated
August 22, 1995 and are incorporated by reference herein.
Item 7. Financial Statement and Exhibits
(C) Exhibits
2.1 Subscription and Stockholders Agreement, dated as of October 28, 1994 by
and among SF Multistations, Inc., FTS Investments, Inc. and Savoy
Stations, Inc. (Incorporated by reference to exhibit 10.1 in the
Company's Current Report on Form 8-K, dated August 22, 1995).
2.2 Subscription and Stockholders Agreement, dated as of October 12, 1994 by
and among SF Broadcasting of Wisconsin, Inc., FTS Investments, Inc. and
Savoy Stations, Inc., as amended (Incorporated by reference to exhibit
10.2 in the Company's Current Report on Form 8-K, dated August 22, 1995).
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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.
SAVOY PICTURES ENTERTAINMENT, INC.
Date: September 16, 1996 By: /s/ Howard K. Bass
Howard K. Bass
Senior Vice President and
Chief Financial Officer
