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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 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) June 26, 1997
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THE HELICON GROUP, L.P.
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(Exact name of registrant as specified in charter)
Delaware 33-72468 22-3248703
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
HELICON CAPITAL CORP.
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(Exact name of registrant as specified in charter)
Delaware 33-72468-01 22-3248702
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
630 Palisade Avenue, Englewood Cliffs, New Jersey 07632
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 568-7720
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On June 26, 1997, The Helicon Group, L.P. (the "Registrant") acquired
from Booth Communications Carolinas, Inc. ("BCC") the rights and liabilities
under four local cable television franchise agreements (the "Acquisition").
Pursuant to the Acquisition, the Registrant received 13,485 cable television
subscribers in consideration for approximately $20,000,000. The Acquisition
was evidenced by both a bill of sale and an assignment and assumption
agreement between the Registrant and BCC. The Acquisition occurred in
connection with a certain asset purchase agreement, dated November 21, 1996,
among HPI Acquisition Co., LLC ("HPI"), Booth Communications Carolinas
Assets, Inc. ("BCCA"), BCC and Booth American Company pursuant to which BCC
and BCCA agreed to sell certain specified assets to HPI. The Registrant is
an affiliate of HPI.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
See Exhibit Index.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their respective
behalf by the undersigned, thereunto duly authorized.
Date: July 10, 1997
THE HELICON GROUP
By: Baum Investments, Inc.
By: /s/ Theodore B. Baum
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Theodore B. Baum
President
HELICON CAPITAL CORP.
By: /s/ Theodore B. Baum
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Theodore B. Baum
President
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EXHIBIT INDEX
Exhibit Description Page Number
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10.1 Bill of Sale between Booth Communications Carolinas 6
("BCC") and The Helicon Group, L.P. (the "Company"),
dated June 26, 1997.
10.2 Assignment and Assumption Agreement between BCC and the 8
Company, dated June 26, 1997.
99.1 Press release dated June 26, 1997. 10
5
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BILL OF SALE
This Bill of Sale is made on June 26, 1997 between Booth Communications
Carolinas, Inc. a Michigan corporation ("BCC"), and The Helicon Group, L.P.,
a Delaware limited partnership ("The Helicon Group"). Capitalized terms not
otherwise defined in this Agreement will have the meanings given to them in
the Purchase Agreement (as defined in Recital A below).
RECITALS
A. HPI Acquisition Co. LLC, a Delaware limited liability company
("HPI"), BCC, Booth Communications Carolinas Assets, Inc., a Michigan
corporation ("BCCA"), and Booth American Company, a Michigan corporation, are
parties to an Asset Purchase Agreement dated November 21, 1996 (the "Purchase
Agreement"), pursuant to which HPI has agreed to buy, and BCC and BCCA have
agreed to sell, the Purchased Assets. In connection therewith, HPI asked that
BCC transfer the franchise agreements listed on Schedule A attached hereto
(the "Franchise Agreements") to The Helicon Group, an affiliate of HPI.
B. This Agreement is executed and delivered at the Closing pursuant to
the agreement of the parties, in good faith and in order to protect the value
of the Franchise Agreements.
Therefore, for the consideration described in the Purchase Agreement,
the receipt and sufficiency of which is hereby acknowledged, BCC hereby
sells, assigns and delivers unto The Helicon Group, its successors and
assigns forever, all of the Franchise Agreements. BCC, by execution and
delivery of this Bill of Sale, reaffirms each of its warranties,
representations and covenants with respect to the Franchise Agreements, as
contained in the Purchase Agreement.
BOOTH COMMUNICATIONS CAROLINAS,
INC., a Michigan corporation
By: /s/ Ralph H. Booth, II
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Name: Ralph H. Booth, II
Attest: Title: President and Chief Executive Officer
/s/ Laura A. Petterle
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Laura A. Petterle, Vice
President and Treasurer
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SCHEDULE A
HIGH COUNTRY
(1) Franchise granted by the Town of Blowing Rock, State of North Carolina,
for the benefit of BCC dated August 1, 1995.
(2) Franchise granted by Watauga County, State of North Carolina, for the
benefit of Booth American Company dated June 5, 1995, as assigned to BCC.
(3) Franchise granted by the Town of Boone, State of North Carolina, for the
benefit of Booth American Company dated January 28, 1993, as assigned to
BCC.
(4) Franchise granted by the Town of Beech Mountain, the State of North
Carolina, for the benefit of Alpine Cablevision, Inc. dated June 14,
1983, as assigned to Booth American Company and then BCC.
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ASSIGNMENT AND ASSUMPTION AGREEMENT
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This Agreement ("Agreement") is made on June 26, 1997 among Booth
Communications Carolinas, Inc., a Michigan corporation ("BCC"), and The
Helicon Group, L.P., a Delaware limited partnership ("The Helicon Group").
Capitalized terms not otherwise defined in this Agreement will have the
meanings given to them in the Purchase Agreement (as defined in Recital A
below).
RECITALS
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A. HPI Acquisition Co. LLC., a Delaware limited liability company,
BCC, Booth Communications Carolinas Assets, Inc., a Michigan corporation, and
Booth American Company, a Michigan corporation, are parties to an Asset
Purchase Agreement dated November 21, 1996 (the "Purchase Agreement"),
pursuant to which HPI has agreed to buy, and BCC and BCCA have agreed to
sell, the Purchased Assets. In connection therewith, HPI asked that BCC
transfer the franchise agreements listed on Schedule A attached hereto (the
"Franchise Agreements") to The Helican Group, an affiliate of HPI.
B. This Agreement is executed and delivered at the Closing pursuant
to the agreement of the parties, in good faith and in order to protect the
value of the Franchise Agreements.
Therefore, the parties agree as follows:
1. BCC assigns and The Helicon Group assumes all of BCC's rights and
liabilities under the Franchise Agreements. The Helicon Group assumes no
liabilities or obligations of BCC, other than those set forth in the
Franchise Agreements arising after the date hereof.
2. This Agreement will inure to the benefit of and be binding upon
The Helicon Group and BCC and their respective successors and assigns.
BOOTH COMMUNICATIONS CAROLINAS, INC.,
a Michigan corporation
By: /s/ Ralph H. Booth, II
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Name: Ralph H. Booth, II
Title: President and Chief Executive Officer
THE HELICON GROUP, L.P.,
By: Baum Investments, Inc.
Its: General partner
By: /s/ Gregory A. Kriser
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Name: Gregory A. Kriser
Title: Executive Vice President
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SCHEDULE A
HIGH COUNTRY
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(1) Franchise granted by the Town of Blowing Rock, State of North
Carolina, for the benefit of BCC dated August 1, 1995.
(2) Franchise granted by Watauga County, State of North Carolina, for the
benefit of Booth American Company dated June 5, 1995, as assigned to
BCC.
(3) Franchise granted by the Town of Boone, State of North Carolina, for
the benefit of Booth American Company dated January 28, 1993, as
assigned to BCC.
(4) Franchise granted by the town of Beech Mountain, the State of North
Carolina, for the benefit of Alpine Cablevision, Inc. dated June 14,
1983, as assigned to Booth American Company and then BCC.
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[Letterhead]
Press Release
Helicon Partners I
Acquires 2 Cable Systems
With 35,000 Customers and
Now Serves 153,500 Customers in 10 States
Englewood Cliffs, NJ, June 26, 1997:
On June 26, 1997, Helicon acquired two cable systems with approximately
35,000 customers in the City of Anderson, South Carolina and the High
Country System in Boone, North Carolina from Booth Communications Carolinas
Assets, Inc and Booth Communications Carolinas, Inc. Helicon now provides
service to 153,500 customers in 10 states.
In early 1996, Helicon formed its acquisition partnership, Helicon Partners
I, L. P., which was capitalized with $119,000,000. SunAmerica Inc., Sandler
Capital Management, Union Bank and The Helicon Group, L. P. formed Helicon
Partners I, L. P. to purchase cable systems in ex-urban markets.
"We are extremely pleased that we acquired the Booth systems and that we have
effectively doubled the size of our Company within a year after we formed
Helicon Partners I. L. P.," stated Mr. Theodore Baum, Chairman of Helicon.
"We now look forward to being an aggressive bidder for additional systems so
that we can double the size of our Company again."
Gregory A. Kriser, Chief Operating Officer & Executive Vice President of
Helicon, further stated, "The Booth properties fit very well within our
ex-urban market strategy. Both systems employ advanced 550 MHz Fiber Hybrid
Coaxial plant; are each served by one headend and have excellent technical
and customer service reputations. We believe we can take both these systems
to the next level by marketing new products and advanced services in a
relatively short period of time."
Herbert J. Roberts, Chief Financial Officer, Senior Vice President and
Treasurer of Helicon also commented that, "we have now proved that Helicon
can execute its acquisition strategy successfully. Helicon's relationships
with the investment and banking community are excellent and we look forward
to continuing our acquisition efforts by raising additional funds in 1997."
- - For Release 3 p.m. EDT, June 26, 1997
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