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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): December 30, 1998
MUZAK LIMITED PARTNERSHIP
MUZAK CAPITAL CORPORATION
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(Exact Name of Registrants as Specified in their Charters)
DELAWARE
DELAWARE
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(State or Other Jurisdiction of Incorporation)
333-03741 13-3647593
333-03741-01 91-1722302
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(Commission File Numbers) (I.R.S. Employer Identification Nos.)
2901 THIRD AVENUE, SUITE 400
SEATTLE, WASHINGTON 98121
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(Address of Principal Executive Offices) (Zip Code)
(206) 633-3000
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(Registrants' Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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NYFS08...:\63\64563\0011\1777\FRM1089T.58B
Item 2. Acquisition or Disposition of Assets.
On December 30, 1998, Muzak Limited Partnership ("Muzak") acquired
certain of the assets and liabilities of Music Technologies, Inc. ("MTI"). MTI
is a provider of background, foreground and other forms of subscription music to
commercial and industrial subscribers, including the installation and
maintenance of business music equipment at subscriber premises, and is a
franchisee of Muzak. The aggregate consideration for the acquisition was
$11,160,000, plus the amount of certain usable inventory (in the amount of
$155,861) and certain transaction expenses (together, the "Purchase Price"). A
portion of the Purchase Price in the amount of $2,550,000 is payable pursuant to
the terms of a promissory note with a maturity date of April 30, 1999, subject
to extension by Muzak in certain circumstances. In addition, a portion of the
Purchase Price in the amount of $1,290,000 is payable 285 days after the Closing
Date, and the payment of such amount is contingent upon the execution of certain
customer contracts contemplated under the Asset Purchase Agreement between Muzak
and MTI. The Purchase Price was paid through funds available under Muzak Limited
Partnership's credit facility with Foothill Capital Corporation. A copy of the
Asset Purchase Agreement (including all amendments thereto) and a copy of the
Loan and Security Agreement with Foothill Capital Corporation are filed as
exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
In accordance with Item 7(a)(d) of Form 8-K, any financial
statements of MTI required to be filed with the Commission will be
filed as an amendment to this report under cover of Form 8-K/A on or
before March 15, 1999.
(b) Pro Forma Financial Information.
In accordance with Item 7(b)(2) of Form 8-K, any pro forma financial
information required to be filed with the Commission will be filed
as an amendment to this report under cover of Form 8-K/A on or
before March 15, 1999.
(c) Exhibits
Exhibit No. Exhibit
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2.1 Asset Purchase Agreement by and between Muzak
Limited Partnership and Music Technologies, Inc.
dated as of October 28, 1998 (the "Asset Purchase
Agreement").
2.2 Amendment to Asset Purchase Agreement dated as of
November 27, 1998.
2.3 Second Amendment to Asset Purchase Agreement dated as of
December 23, 1998.
2.4 Third Amendment to Asset Purchase Agreement dated
as of December 30, 1998.
10.1 Loan and Security Agreement by and between Muzak
Limited Partnership and Foothill Capital
Corporation dated as of December 30, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
MUZAK LIMITED PARTNERSHIP
(Registrant)
By: /s/ Brad D. Bodenman
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Date: January 13, 1999 Brad D. Bodenman
Chief Financial Officer
(Principal Financial
Officer and Chief
Accounting Officer of Muzak
Limited Partnership)
MUZAK CAPITAL CORPORATION
(Registrant)
By: /s/ Brad D. Bodenman
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Date: January 13, 1999 Brad D. Bodenman
Chief Financial Officer
(Principal Financial
Officer and Chief
Accounting Officer of Muzak
Limited Partnership)
EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Asset Purchase Agreement by and between Muzak
Limited Partnership and Music Technologies, Inc.
dated as of October 28, 1998 (the "Asset Purchase
Agreement").
2.2 Amendment to Asset Purchase Agreement dated as of
November 27, 1998.
2.3 Second Amendment to Asset Purchase Agreement dated as of
December 23, 1998.
2.4 Third Amendment to Asset Purchase Agreement dated
as of December 30, 1998.
10.1 Loan and Security Agreement by and between Muzak
Limited Partnership and Foothill Capital
Corporation dated as of December 30, 1998.