UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) AUGUST 27, 2004
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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)
333-106529 DIRECTV HOLDINGS LLC - 25-1902628
DIRECTV FINANCING CO., INC. - 59-3772785
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(Commission File Number) (IRS 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Following the approval of the U.S. Bankruptcy Court in Portland,
Maine, on August 27, 2004, DIRECTV, Inc. ("DIRECTV"), an indirect wholly-owned
subsidiary of DIRECTV Holdings LLC ("DIRECTV Holdings"), completed the
acquisition of the primary direct broadcast satellite assets of Pegasus
Satellite Television, Inc. ("PST"), which includes the rights to all DIRECTV
subscribers activated through PST. The aggregate purchase price was
approximately $938 million, including a cash payment of approximately $875
million, subject to certain closing adjustments, pursuant to the Asset Purchase
Agreement, dated as of July 30, 2004, among DIRECTV, PST and certain affiliated
entities of PST (the "Asset Purchase Agreement"). The description of the
acquisition is qualified in its entirety by reference to the terms of the Asset
Purchase Agreement previously filed as an exhibit to the Current Report on Form
8-K of the registrants filed with the Commission on August 3, 2004.
On August 27, 2004, The DIRECTV Group, Inc. ("DIRECTV Group"), the
parent company of DIRECTV Holdings, issued a Press Release announcing the
completion of the transaction. A copy of the Press Release is attached hereto as
Exhibit 99.1.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On August 27, 2004, in connection with the completion of the
acquisition described in Item 2.01 of this Form 8-K, DIRECTV Holdings borrowed
$875 million from its parent corporation, DIRECTV Group. The $875 million
unsecured promissory note is payable in full on December 31, 2010. The
promissory note bears interest at the 90-day London InterBank Offered Rate,
which is payable quarterly. The note may be prepaid in whole or in part at any
time without penalty. The outstanding principal balance on the note may be
accelerated if DIRECTV Holdings fails to pay interest or principal when due or
in the event of bankruptcy or insolvency of DIRECTV Holdings. The note may be
converted to capital in whole or in part at any time, at the option of DIRECTV
Group.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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. (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K of the registrants filed with the
Commission on August 3, 2004).
99.1 Press Release dated August 27, 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 30, 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 30, 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. DESCRIPTION
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.
(incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K of the registrants filed with the
Commission on August 3, 2004).
99.1 Press Release dated August 27, 2004.
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