-----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, EurX7T5r1miTf6EuAMYJX64C1eNzaIeFf2qtyO/D4PK+Msk2K+JS5qw/g26yNF0N GAqBG+V/s67OqW6qkYU5lA== 0000950142-96-000457.txt : 19960911 0000950142-96-000457.hdr.sgml : 19960911 ACCESSION NUMBER: 0000950142-96-000457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960903 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960910 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSBORN COMMUNICATIONS CORP /DE/ CENTRAL INDEX KEY: 0000811714 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 061142367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16841 FILM NUMBER: 96628139 BUSINESS ADDRESS: STREET 1: 130 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036290905 MAIL ADDRESS: STREET 2: 130 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 FORM 8-K 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 (Date of earliest event reported): Septemer 3, 1996 OSBORN COMMUNICATIONS CORPORATION (Exact name of registrant as specified in charter) State of Delaware 1-8309 06-1142367 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 130 Mason Street, Greenwich, CT 06830 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 629-0905 Not Applicable (Former name or former address, if changed since last report) 2 Item 5. Other Events. Pursuant to the terms of an Agreement and Plan of Merger dated July 23, 1996, among Osborn Communications Corporation, a Delaware corporation (the "Company"), OCC Holding Corporation, a Delaware corporation, and OCC Acquisition Company, Inc., a Delaware Corporation ("Mergeco")(the "Merger Agreement"), on September 3, 1996, the Company received a copy of a binding equity financing commitment letter (the "Commitment Letter") addressed to Mergeco from Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). The terms of the commitment letter require Fund III to provide equity financing in the amount of $27.2 million to provide Mergeco a portion of the funds required to consummate the transactions contemplated by the Merger Agreement subject to the conditions set forth therein. The Commitment Letter is attached as Exhibit 99 hereto and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: Exhibit Number (Referenced to Item 601 of Regulation S-K) Description of Exhibit 99 Commitment Letter dated September 3, 1996 from Hicks, Muse, Tate & Furst Equity Fund III, L.P. to OCC Acquisition Company, Inc. 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 thereunto duly authorized. Date: September 9, 1996 OSBORN COMMUNICATIONS CORPORATION By: /s/Thomas S. Douglas Name: Thomas S. Douglas Title: Senior Vice President 4 EXHIBIT INDEX Exhibit number (Referenced to Page Number in Rule 0-3(b) Item 601 of sequential numbering system Regulation S-K) Description of Exhibit where Exhibit can be found 99 Commitment Letter dated September 3, 1996 from Hicks, Muse, Tat e& Furst Equity Fund III, L.P. to OCC Acquisition Company, Inc. EX-99 2 EXHIBIT 99 HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. 200 Crescent Court, Suite 1600 Dallas, Texas 75201 September 3, 1996 OCC Acquisition Company, Inc. 100 Crescent Court, Suite 1600 Dallas, TX 75201 Attention: Eric C. Neuman Gentlemen: This is to confirm that, subject to the terms and conditions set forth below, the undersigned hereby commits to provide up to an aggregate of $27.2 million in financing to fund the merger (the "Merger") of OCC Acquisition Company, Inc. ("Mergeco"), a wholly-owned subsidiary of OCC Holding Corporation ("Holding Corp"), into Osborn Communications Corporation Inc. ("Osborn"), as more fully described in that Agreement and Plan of Merger dated as of July 23, 1996, among Mergeco, Osborn, and Holding Corp (the "Merger Agreement"). The foregoing commitment is subject to satisfaction of the following conditions: 1. Consummation of the Merger on the terms and conditions set forth in the Merger Agreement, provided that no term or condition thereof may be waived or modified by Mergeco or Holding Corp without the prior written consent of the undersigned. 2. Execution and delivery of customary documentation in respect of the financing provided hereby. In consideration of the time and resources devoted by the undersigned to this transaction, Mergeco and Holding Corp agree that neither of them will, without the written consent of the undersigned, solicit, negotiate, or accept any proposal or agreement for any alternative debt or equity financing to the financing contemplated herein as long as the undersigned is negotiating in good faith toward the closing of such financing. In consideration of the undersigned's commitment herein to provide financing for the Merger, Mergeco agrees to pay all legal and other out-of-pocket expenses of the undersigned relating to the transaction contemplated hereby, whether or not the closing of the Merger occurs. Very truly yours, HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. By: HM3/GP Partners, L.P., its General Partner By: Hicks, Muse GP Partners, L.P. its General Partner By: Hicks, Muse Fund III Incorporated, its General Partner By: /s/Michael D. Salim Name: Michael D. Salim Title: Chief Financial and Administrative Officer Acknowledged and agreed to: OCC ACQUISITION COMPANY, INC. By: /s/Eric C. Neuman Name: Eric C. Neuman Title: President OCC HOLDING CORPORATION By: /s/Eric C. Neuman Name: Eric C. Neuman Title: President 2 -----END PRIVACY-ENHANCED MESSAGE-----