LODGENET ENTERTAINMENT CORP
8-K, 1996-12-05
CABLE & OTHER PAY TELEVISION SERVICES
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<PAGE>

                                           
                          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:  DECEMBER 4, 1996
                                           

Commission File Number 0-22334


                          LODGENET ENTERTAINMENT CORPORATION
              ------------------------------------------------------------
                (Exact name of registrant as specified in its charter)
                                           
                                           
                DELAWARE                                46-0371161     
    -------------------------------              -------------------------
    (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                  Identification Number)


               808 WEST AVENUE NORTH, SIOUX FALLS, SOUTH DAKOTA 57104
         ----------------------------------------------------------------
         (Address of Principal Executive Offices)              (ZIP code)
                                           
                                           
                                   (605)  330-1330
                          -----------------------------------
                            (Registrant's telephone number,
                                 including area code)
                                           
                                           
                                   (not applicable)
              ------------------------------------------------------------
                           (Former name, former address and
                  former fiscal year, if changed since last report)
                                           
                                           
                                           
                                           
                                EXHIBIT INDEX - PAGE 4 

                                   Page 1 of 4 Pages
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ITEM 5.  Other Events.
         
         Registrant issued a press release on December 3, 1996 (the "Press 
         Release") pursuant to Rule 135c under the Securities Act of 1933 
         (17 CFR 230.135c).  A copy of the Press Release is attached hereto 
         as Exhibit 99.1. 


                              Page 2 of 4 Pages

<PAGE>

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits.

              99.1 Press Release Dated December 3, 1996.
 

                               Page 3 of 4 Pages
<PAGE>

                                    EXHIBIT INDEX
                                           
                              CURRENT REPORT ON FORM 8-K
                                DATED DECEMBER 4, 1996
                                           
                                           
                          LODGENET ENTERTAINMENT CORPORATION
                                           
EXHIBIT NO.    DESCRIPTION

99.1           Press Release of LodgeNet Entertainment Corporation dated  
               December 3, 1996
                                           
                                           



                                      SIGNATURES
                                           


    Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 LODGENET ENTERTAINMENT CORPORATION
                             ------------------------------------------
                                         (Registrant) 


Date:  December 4, 1996           / S /  ERIC R. JACOBSEN
                             ------------------------------------------
                             Eric R. Jacobsen
                             Vice President and General Counsel
                             (Corporate Secretary)



                              Page 4 of 4 Pages

<PAGE>

                                                                    EXHIBIT 99.1



FOR IMMEDIATE RELEASE             LODGENET ENTERTAINMENT   
                                  Ann Parker
                                  (605) 330-1330
                                           
                                           
                    LODGENET TO ISSUE $125 MILLION OF SENIOR NOTES
                   AND ENTER INTO $100 MILLION BANK CREDIT FACILITY

- --------------------------------------------------------------------------------

    SIOUX FALLS, SD (December 3, 1996) - LodgeNet Entertainment Corporation
(Nasdaq:LNET) today announced that it will offer $125 million in Senior Notes
due 2006 (the "Notes") to qualified institutional investors in a private
placement pursuant to Rule 144A under the Securities Act of 1933.  Concurrently
with the sale of the Notes the Company will enter into a new secured bank credit
facility (the "New Credit Facility") providing for up to $100 million in
revolving advances.  Proceeds from the Notes and the New Credit Facility will be
used to finance the expansion of the Company's business of providing video
on-demand, network based video games, cable television programming and other
interactive entertainment and information services to the lodging and
multi-family residential markets utilizing its proprietary broadband local-area
network ("B-LAN-TM-") system architecture. 

    The Notes will not be registered under the Securities Act of 1933, and may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.

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