SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
K-tel International, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
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K-tel International, Inc.
2605 Fernbrook Lane North
Minneapolis, Minnesota 55447
NOTICE OF POSTPONEMENT OF SPECIAL MEETING OF SHAREHOLDERS
TO BE POSTPONED TO
AUGUST 19, 1997
To the Shareholders of K-tel International, Inc.:
By Notice of Special Meeting of Shareholders dated July 15, 1997, a
Special Meeting of Shareholders of K-tel International, Inc. (the "Company") was
scheduled to be held on July 31, 1997, 10:00 a.m., local time, in the Company's
executive offices located at 2605 Fernbrook Lane North in Minneapolis, Minnesota
for the following purposes:
(1) To consider and vote upon a proposal to approve the Purchase
and Sale Agreement, dated as of March 3, 1997 ("the Purchase
Agreement") between the Company and Platinum Entertainment,
Inc. ("the Purchaser") and the transactions contemplated by
the Purchase Agreement (the "Transactions"). The Transactions
include the sale to the Purchaser of the Company's worldwide
music business, other than its music business in Europe,
through the sale of the stock of two domestic subsidiaries of
the Company.
(2) To transact such other business as may properly come before
the Special Meeting of Shareholders and any adjournment
thereof.
Notice is hereby given that the Special Meeting of the Shareholders has been
postponed to and will be held on August 19, 1997, at 10:00 a.m., local time, in
the Company's executive offices located at 2605 Fernbrook Lane North in
Minneapolis, Minnesota.
Only shareholders of record of shares of Common Stock of the Company at
the close of business on July 7, 1997, the record date for the Special Meeting
of Shareholders, are entitled to notice of and entitled to vote at the Special
Meeting of Shareholders and any adjournment thereof. Shareholders of record were
mailed a Proxy Statement describing the Transactions on or about July 21, 1997.
Copies of this Proxy Statement and Proxy Card to vote the shares held of record
on July 7, 1997, may be obtained by contacting Mark Dixon, Chief Financial
Officer of the Company, at (612) 559-6800.
The purchase price payable to the Company under the Purchase Agreement
is $35,000,000 subject to an increase for the positive net tangible book value
(as defined) at the time of closing of the two domestic subsidiaries of the
Company (the "Music Subsidiaries") to be sold or a decrease for the negative net
tangible book value of the Music Subsidiaries after all intercompany
accounts are eliminated. At the time the Purchase Agreement was executed, the
parties agreed that there was a negative adjustment of $4,874,000 based on the
balance sheets as of January 31, 1997 for the Music Subsidiaries. Based on the
balance sheets of the Music Subsidiaries as of March 31, 1997, the negative
adjustment to the purchase price is estimated at approximately $3,268,000 which
would result in a purchase price of $31,732,000 for the Music Subsidiaries. The
book value adjustment will be made based on the book value of the Music
Subsidiaries as of the date of closing and will be calculated after closing.
Pursuant to Minnesota law, each shareholder has the right to exercise
dissenters' rights. An explanation of dissenters' rights is included in the
Proxy Statement, together with a copy of Sections 302A.471 and 302A.473 of the
Minnesota Business Corporation Act ("MBCA").
The affirmative vote of at least a majority of the outstanding shares
of Common Stock of the Company is required to approve the Transactions. Approval
of the Transactions is assured because Philip Kives, Chairman of the Board of
the Company, is the beneficial owner of more than a majority of the outstanding
shares of Common Stock of the Company and has agreed with the Purchaser to vote
all of his shares in favor of approval of the Transactions. Nevertheless, the
Company is holding the Special Meeting of Shareholders because shareholder
approval of the Transactions is required under Section 302A.661 of the MBCA.
By Order of the Board of Directors
K-TEL INTERNATIONAL, INC.
/s/ Philip Kives
Philip Kives, Chairman of the Board
Minneapolis, Minnesota
July 30, 1997