-----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, EshHpPZuPdAxO2TAqloLoOvUYOFVUWISv8c76C+16BfnyqNeTia82BlLBS4awRCP WWZS18Ncgug80dO/XoT+yw== 0001047469-99-001098.txt : 19990115 0001047469-99-001098.hdr.sgml : 19990115 ACCESSION NUMBER: 0001047469-99-001098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990113 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERTAINMENT INC CENTRAL INDEX KEY: 0001041454 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061487156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22877 FILM NUMBER: 99505938 BUSINESS ADDRESS: STREET 1: ONE COMMERCIAL PLAZA STREET 2: 6 KONSTRUKTORSKA STREET CITY: HARTFORD STATE: CT ZIP: 06103-3585 BUSINESS PHONE: 8605491674 MAIL ADDRESS: STREET 1: ONE COMMERCIAL PLAZA CITY: HARTFORD STATE: CT ZIP: 06103-3583 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 13, 1999 Date of Report (Date of earliest event reported) @Entertainment, Inc. - ------------------------------------------------------------------------------- (Exact name of Registrant as Specified in Charter) Delaware 000-22877 06-1487156 - ------------------------- ------------- ------------------- (State or Other Juris. of (Commission (IRS Employer Incorporation) File Number) Identification No.) One Commercial Plaza Hartford, Connecticut 06103-3585 - ------------------------------ (Address of Principal Executive Offices) (860) 549-1674 ------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On January 13, 1999, @Entertainment, Inc. (the "Company") issued a press release relating to the proposed sale of preferred stock of the Company to Morgan Grenfell Private Equity Limited, with gross proceeds of approximately $50 million. This transaction is designed to occur concurrently with a debt offering that the Company intends to undertake. The Company's proposed debt offering is expected to yield gross proceeds of approximately $100 million. A copy of the press release is attached as Exhibit 99, and is incorporated herein by reference. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits.
Number Description ------ ----------- 99 Press Release of @Entertainment, Inc. dated January 13, 1999.
3 SIGNATURES 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. @Entertainment, Inc. Date: January 13, 1999 By: /s/ DONALD MILLER-JONES -------------------------------- By: Donald Miller-Jones Its: Chief Financial Officer 4 EXHIBIT INDEX NUMBER DESCRIPTION PAGE 99. Press Release of @Entertainment, Inc. dated January 13, 1999. 5 EX-99. 2 EXHIBIT 99 Exhibit 99 @ENTERTAINMENT ANNOUNCES CONCURRENT DEBT AND EQUITY OFFERINGS Hartford, CT, January 13, 1999--@Entertainment, Inc. (Nasdaq: ATEN) announced today that it intends to issue preferred shares to Morgan Grenfell Private Equity Limited, a member of the Deutsche Bank Group, generating gross proceeds of approximately $50 million. The preferred shares will accrue dividends at a rate of 12% per annum. The institutional investor holding the preferred shares will have the right to appoint directors to the Company's board, and those directors will have the right to approve certain @Entertainment transactions. This equity transaction is designed to occur concurrently with a debt offering that the Company intends to undertake, with anticipated gross proceeds of approximately $100 million. The Company expects to complete these transactions during the month of January. The two transactions, if consummated, will together result in gross proceeds to the Company of approximately $150 million. The net proceeds are intended to be used to fund capital expenditures, operating losses and working capital primarily related to the development and operation of its direct-to-home satellite business, as well as for general corporate purposes and certain other investments. Both transactions will involve the sale of warrants to purchase shares of the Company's common stock. Final terms for the two transactions have not been established, and the preferred shares transaction also remains subject to the approval of @Entertainment's board of directors. There can be no assurance that either transaction will be consummated. The preferred shares, debt securities and warrants referenced above 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. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities referenced herein. The aforementioned remarks contain forward-looking statements that involve risks and uncertainties including, without limitation, those relating to the timing, amount, terms and consummation of the equity and debt transactions described herein. ### CONTACTS: Robert E. Fowler, III Chris Plunkett/Mike Smargiassi Chief Executive Officer Brainerd Communicators, Inc. 011-44-171-478-3800 212-986-6667 Donald Miller-Jones Chief Financial Officer 011-44-171-478-3800 -----END PRIVACY-ENHANCED MESSAGE-----