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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): January 29, 1999
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\FRM1279U.03D
Item 5. Other Events.
On January 29, 1999, Muzak Limited Partnership ("Muzak"), MLP
Acquisition, L.P., Muzak's managing general partner ("MLP Acquisition"), and
Music Holdings Corp., MLP Acquisition's general partner ("MHC"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 29,
1999, with ACN Holdings, LLC ("ACN Holdings") and Audio Communications Network,
LLC, a wholly-owned subsidiary of ACN Holdings ("ACN"), pursuant to which Muzak
will be merged with and into ACN (the "Merger") and ACN shall continue as the
surviving entity of the Merger. Under the terms of the Merger Agreement, the
equity holders of Muzak shall receive consideration in the Merger comprised of
cash and a continuing ownership interest in ACN. The total value of the cash
consideration plus the debt to be assumed by ACN under the terms of the Merger
Agreement is approximately $250 million, subject to adjustment pursuant to
certain conditions set forth in the Merger Agreement. The current owners of
Muzak will retain equity interests in two unrelated Internet businesses. The
consummation of the Merger is subject to certain conditions, including clearance
or expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
The foregoing description of the Merger does not purport to be
complete and is qualified in its entirety by reference to the copy of the Merger
Agreement attached hereto as Exhibit 2.1.
Additionally, Muzak issued a press release on February 1, 1999,
announcing the execution of the Merger Agreement. A copy of the press release is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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2.1 Agreement and Plan of Merger, dated as of January 29, 1999,
among ACN Holdings, LLC, Audio Communications Network, LLC,
Muzak Limited Partnership, MLP Acquisition, L.P. and Music
Holdings Corp.
99.1 Press Release dated February 1, 1999.
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: February 4, 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: February 4, 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 Agreement and Plan of Merger, dated as of January 29, 1999,
among ACN Holdings, LLC, Audio Communications Network, LLC,
Muzak Limited Partnership, MLP Acquisition, L.P. and Music
Holdings Corp.
99.1 Press Release dated February 1, 1999.