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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): July 30, 2004
DIRECTV HOLDINGS LLC
DIRECTV FINANCING CO., INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
DIRECTV HOLDINGS LLC - 25-1902628
333-106529 DIRECTV FINANCING CO., INC. - 59-3772785
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(Commission File Number) (I.R.S. Employer Identification No.)
2230 EAST IMPERIAL HIGHWAY
EL SEGUNDO, CALIFORNIA 90245
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(Address of Principal Executive offices) (Zip Code)
(310) 964-5000
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(Registrant's Telephone Number, Including Area Code
NOT APPLICABLE
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(Former Name or Former Address, if changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 30, 2004, DIRECTV, Inc. ("DIRECTV"), Pegasus Satellite
Television, Inc. ("PST"), Golden Sky Systems, Inc. ("Golden Sky") and other
certain affiliated entities (together with PST and Golden Sky, collectively,
"Pegasus") entered into an Asset Purchase Agreement (the "Asset Purchase
Agreement") pursuant to which DIRECTV has agreed to purchase the primary direct
broadcast satellite assets of Pegasus, including rights to all DIRECTV
subscribers activated through Pegasus. DIRECTV will pay $875 million in cash,
subject to certain adjustments. The payment reflects full satisfaction and the
dismissal of all claims between the parties, including the $63 million judgment
returned in May by the U.S. District Court for the Central District of
California in favor of DIRECTV. Taking into account this judgment, the
agggregate purchase price is approximately $938 million. The financial
obligations of DIRECTV under the Asset Purchase Agreement are guaranteed by The
DIRECTV Group, Inc. ("DIRECTV Group"). On August 2, 2004, DIRECTV Group issued a
Press Release announcing the transaction. A copy of the Press Release is
attached hereto.
DIRECTV and PST also entered into a Cooperation Agreement (the
"Cooperation Agreement), pursuant to which DIRECTV and Pegasus will work
together to ensure, upon closing of the transaction, an orderly migration of
subscribers to DIRECTV.
In addition, Pegasus Satellite Communications, Inc., Pegasus
Communications Corporation, Pegasus, DIRECTV, DIRECTV Group, National Rural
Telecommunications Cooperative, the statutory Creditors' Committee appointed in
Pegasus' Chapter 11 cases (the "Creditors' Committee") and certain other parties
entered into a Global Settlement Agreement pursuant to which such parties have
mutually agreed to release substantially all claims, including the judgment
entered in May in favor of DIRECTV against Pegasus, all as provided therein (the
"Global Settlement Agreement").
On August 3, 2004, Pegasus filed a motion with the U.S. Bankruptcy
Court in Portland, Maine, seeking approval of the transactions provided for in
the Asset Purchase Agreement, the Settlement Agreement and the Cooperation
Agreement.
The closing of the transaction is subject to the approval of the U.S.
Bankruptcy Court and to other closing conditions, including the expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The transactions are currently
expected to be completed within four to six weeks.
The foregoing discussions of the Asset Purchase Agreement, the Global
Settlement Agreement and the Cooperation Agreement are qualified in their
entirety by reference to the Asset Purchase Agreement, the Global Settlement
Agreement and the Cooperation Agreement, which are attached hereto as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and each is incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
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10.1 Asset Purchase Agreement, dated as of July 30, 2004, by and
among Pegasus Satellite Television, Inc., Golden Sky
Systems, Inc., and each other entity listed as a "Seller" on
the signature pages thereto, DIRECTV, Inc., and, solely for
purposes of Section 12.12 thereof, The DIRECTV Group, Inc.
10.2 Cooperation Agreement, dated as of July 30, 2004, by and
among Pegasus Satellite Television, Inc. (on its own behalf
and on behalf of its direct and indirect subsidiaries that
are listed as a "Seller" on the signature pages to the Asset
Purchase Agreement), and DIRECTV, Inc.
10.3 Global Settlement Agreement, dated as of July 30, 2004, by
and among Pegasus Satellite Communications, Inc., Pegasus
Communications Corporation, DIRECTV, Inc., National Rural
Telecommunications Cooperative, the creditors' committee in
Pegasus' Chapter 11 proceedings and certain other parties.
99.1 Press Release dated August 2, 2004.
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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.
DIRECTV HOLDINGS LLC
Date: August 3, 2004 By: /s/ Michael W. Palkovic
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Name: Michael W. Palkovic
Title: Executive Vice President and Chief
Financial Officer
DIRECTV FINANCING CO., INC.
Date: August 3, 2004 By: /s/ Michael W. Palkovic
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Name: Michael W. Palkovic
Title: Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 Asset Purchase Agreement, dated as of July 30, 2004, by and
among Pegasus Satellite Television, Inc., Golden Sky
Systems, Inc., and each other entity listed as a "Seller" on
the signature pages thereto, DIRECTV, Inc., and, solely for
purposes of Section 12.12 thereof, The DIRECTV Group, Inc.
10.2 Cooperation Agreement, dated as of July 30, 2004, by and
among Pegasus Satellite Television, Inc. (on its own behalf
and on behalf of its direct and indirect subsidiaries that
are listed as a "Seller" on the signature pages to the Asset
Purchase Agreement), and DIRECTV, Inc.
10.3 Global Settlement Agreement, dated as of July 30, 2004, by
and among Pegasus Satellite Communications, Inc., Pegasus
Communications Corporation, DIRECTV, Inc., National Rural
Telecommunications Cooperative, the creditors' committee in
Pegasus' Chapter 11 proceedings and certain other parties.
99.1 Press Release dated August 2, 2004.
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