-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aa6WDChLHdECZSqeLolA1K7LP+B333xbdmjRNTXAiFhX1Ky8t85p5Jatfht6LHPc wPE8WybsAz/uU4skqCCRPw== 0000950149-99-001732.txt : 20000211 0000950149-99-001732.hdr.sgml : 20000211 ACCESSION NUMBER: 0000950149-99-001732 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990929 ITEM INFORMATION: FILED AS OF DATE: 19990929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA CAPITAL PARTNERS IV L P CENTRAL INDEX KEY: 0001020817 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 943247750 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-11893 FILM NUMBER: 99719617 BUSINESS ADDRESS: STREET 1: 235 MONTGOMERY STREET STREET 2: SUITE 420 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156164600 MAIL ADDRESS: STREET 1: 235 MONTGOMERY STREET STREET 2: SUITE 420 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 8-K 1 CURRENT REPORT DATED 9/29/1999 1 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 134 Date of Report: September 29, 1999 Date of Earliest Event Reported: September 28, 1999 INTERMEDIA CAPITAL PARTNERS IV, L.P. (Exact Name of Registrant as Specified in its Charter) CALIFORNIA (State or Other Jurisdiction of Incorporation) 333-11893 94-3247750 (Commission File Number) (I.R.S. Employer Identification No.) 235 MONTGOMERY STREET, SUITE 420 SAN FRANCISCO, CALIFORNIA 94104 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (415) 616-4600 2 ITEM 5. OTHER EVENTS On September 28, 1999, the Registrant and its wholly-owned subsidiary, InterMedia Partners IV Capital Corp. (together, the "Offerors"), in connection with their tender offer (the "Tender Offer") for their 11 1/4% Senior Notes due 2006 (the "Notes"), announced the pricing for each $1,000 principal amount of such Notes, assuming a payment date of October 1, 1999. This Form 8-K is qualified in its entirety by (i) the text of the press release, dated September 28, 1999, announcing the pricing of the Notes; (ii) the text of the press release, dated September 24, 1999, informing the holders of the new expiration time and the new price determination date; (iii) the text the press release, dated September 15, 1999, informing the holders that the requisite consents had been received from holders of the Notes (pursuant to the consent solicitation which relates to the Tender Offer) approving the proposed amendments to the Indenture governing the Notes and informing the holders of the first extension of the Tender Offer; and (iv) the Offer to Purchase, dated August 31, 1999, and related materials relating to the Tender Offer and consent solicitation, which were filed as an exhibit to the Registrant's Form 8-K filed on August 31, 1999. EXHIBITS.
Exhibit No. Description - ----------- ----------- 4.1 Indenture between the Offerors and The Bank of New York, as trustee, dated as of July 30, 1996(1) 4.2 First Supplemental Indenture, dated as of November 11, 1998, to the Indenture(2) 99.1 Press Release, dated September 15, 1999(3) 99.2 Offer to Purchase (and related materials relating to the Tender Offer and consent solicitation), dated August 31, 1999(2) 99.3 Press Release, dated September 24, 1999(4) 99.4 Press Release, dated September 28, 1999
- ----------------- (1) Incorporated herein by reference from the Registrant's Form S-4 (Registration Number 333-11893), filed with the Commission on September 12, 1996, as declared effective by the Commission on December 10, 1996. (2) Incorporated herein by reference from the Registrant's Form 8-K, filed with the Commission on August 31, 1999. (3) Incorporated herein by reference from the Registrant's Form 8-K, filed with the Commission on September 15, 1999. (4) Incorporated herein by reference from the Registrant's Form 8-K, filed with the Commission on September 28, 1999. 3 SIGNATURE 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 hereunto duly authorized. Date: September 28, 1999 INTERMEDIA CAPITAL PARTNERS IV, L.P. By: InterMedia Capital Management, LLC, its General Partner By: InterMedia Management, Inc., its Managing Member By: /s/ Robert J. Lewis ---------------------------------------- Robert J. Lewis President 4 EXHIBITS INDEX
Exhibit No. Description - ----------- ----------- 4.1 Indenture between the Offerors and The Bank of New York, as trustee, dated as of July 30, 1996(1) 4.2 First Supplemental Indenture, dated as of November 11, 1998, to the Indenture(2) 99.1 Press Release, dated September 15, 1999(3) 99.2 Offer to Purchase (and related materials relating to the Tender Offer and consent solicitation), dated August 31, 1999(2) 99.3 Press Release, dated September 24, 1999(4) 99.4 Press Release, dated September 28, 1999
- ----------------- (1) Incorporated herein by reference from the Registrant's Form S-4 (Registration Number 333-11893), filed with the Commission on September 12, 1996, as declared effective by the Commission on December 10, 1996. (2) Incorporated herein by reference from the Registrant's Form 8-K, filed with the Commission on August 31, 1999. (3) Incorporated herein by reference from the Registrant's Form 8-K, filed with the Commission on September 15, 1999. (4) Incorporated herein by reference from the Registrant's Form 8-K, filed with the Commission on September 28, 1999. EX-99.4 2 PRESS RELEASE DATED 9/29/1999 1 EXHIBIT 99.4 PRESS RELEASE RE: ANNOUNCEMENT OF PRICE FOR IMMEDIATE RELEASE CONTACT: EDON SMITH September 28, 1999 InterMedia Partners (415) 616-4600 SAN FRANCISCO, California, September 28, 1999 - InterMedia Capital Partners IV, L.P. ("InterMedia") and InterMedia Partners IV Capital Corp. (together with InterMedia, the "Offerors") today announced that as of 2:00 p.m., New York City time, on September 28, 1999 (the "Price Determination Date"), in connection with the tender offer (the "Offer") and consent solicitation (the "Solicitation") relating to their 11 1/4% Senior Notes due 2006 (the "Notes"), the pricing for each $1,000 principal amount of such Notes, assuming a payment date of October 1, 1999, is as follows: CUSIP NO. 458800AB5 CONSENT TIME 12:00 Midnight, September 14, 1999 OFFER EXPIRATION TIME 12:00 Midnight, September 30, 1999 REFERENCE TREASURY SECURITY 5 1/2% US Treasury Notes due 7/31/01 REFERENCE TREASURY YIELD 5.61% TOTAL CONSIDERATION $1,138.07 CONSENT PAYMENT $30.00 TENDER OFFER CONSIDERATION $1,108.07
The Offer is currently scheduled to expire at 12:00 midnight, New York City time, on September 30, 1999 (such date and time, as the same may be extended, the "Offer Expiration Time"), and the Offerors anticipate making payments relating to the Offer and the Solicitation promptly after the Offer Expiration Time, but in any event within two business days after the Offer Expiration Time. TD Securities (USA) Inc. and Banc of America Securities LLC are acting as the Dealer Managers and Solicitation Agents for the Offer. The Depositary for the Offer is The Bank of New York. Additional information concerning the terms of the Offer may be obtained from TD Securities (USA) Inc. at 212-827-7669 (Attention: Ervil G. Spencer) and Banc of America Securities LLC at 888-292-0070 (Attention: Liability Management Group). Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained by contacting Beacon Hill Partners, Inc., the Information Agent, at 800-755-5001. -----END PRIVACY-ENHANCED MESSAGE-----