-----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, OJNKaquY/SLT9atIOdUGpkHx8PbBmlxrDDuTsZdgXFE7cpy9gtOLoRzbte0ud+Mo 6fycCx64NZBIqEcL8YP3EA== 0000912057-97-023972.txt : 19970714 0000912057-97-023972.hdr.sgml : 19970714 ACCESSION NUMBER: 0000912057-97-023972 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970626 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970711 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELICON CAPITAL CORP CENTRAL INDEX KEY: 0000915772 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 223248702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-72468-01 FILM NUMBER: 97639445 BUSINESS ADDRESS: STREET 1: 630 PALISADE AVE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 2015687720 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- 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 ------------------------------ THE HELICON GROUP, L.P. --------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 33-72468 22-3248703 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission) (IRS Employer of Incorporation) File Number) Identification No.) HELICON CAPITAL CORP. --------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 33-72468-01 22-3248702 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission) (IRS Employer of Incorporation) File Number) Identification No.) 630 Palisade Avenue, Englewood Cliffs, New Jersey 07632 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 568-7720 ---------------------------- N/A - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) 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. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits See Exhibit Index. 3 SIGNATURE --------- 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 ----------------------------------- Theodore B. Baum President HELICON CAPITAL CORP. By: /s/ Theodore B. Baum ------------------------------------ Theodore B. Baum President 4 EXHIBIT INDEX Exhibit Description Page Number - ------- ----------- ----------- 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 EX-10.1 2 EXH 10.1 BILL OF SALE 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 ------------------------------ Name: Ralph H. Booth, II Attest: Title: President and Chief Executive Officer /s/ Laura A. Petterle - ---------------------------- Laura A. Petterle, Vice President and Treasurer 6 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. 7 EX-10.2 3 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- 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 -------- 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 ---------------------------------- 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 ---------------------------------- Name: Gregory A. Kriser Title: Executive Vice President 8 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. 9 EX-99.1 4 EXHIBIT 99.1 PRESS RELEASE [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 10 -----END PRIVACY-ENHANCED MESSAGE-----