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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): February 8, 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\2119\FRM2239R.550
Item 5. Other Events.
ACN Cash Tender Offer and Consent Solicitation. On February 8, 1999,
Audio Communications Network, LLC ("ACN") announced that it had commenced a cash
offer for all of the outstanding 10% Senior Notes due 2003 (the "Notes") of
Muzak Limited Partnership ("Muzak") and Muzak Capital Corporation, issued
pursuant to an Indenture, dated October 2, 1996 (the "Indenture"). The
Expiration Date of the offer is 5:00 p.m., New York City time, on March 9, 1999
or such later date and time to which the offer is extended. In conjunction with
the offer, ACN also solicited consents of the registered holders of Notes to
certain proposed amendments to the Indenture. On February 22, 1999, ACN
announced that, as of 5:00 p.m., New York City time on such date, holders of
more than a majority of the Notes had tendered Notes and delivered consents in
connection with the offer and solicitation of consents.
Muzak Financial Statements. Muzak today released its financial
statements for the year ended December 31, 1997, amended to show the changes in
Subsequent Events (Note 11 of the Notes to Consolidated Financial Statements)
occurring between March 5, 1998 and February 1, 1999. The financial statements
were released in connection with the sale of Muzak pursuant to the Agreement and
Plan of Merger between Muzak, MLP Acquisition, L.P., Music Holdings Corp., ACN
Holdings, LLC and ACN, dated as of January 29, 1999.
Muzak today also released its financial statements and Management's
Discussion and Analysis for the year ended December 31, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
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99.1 Financial Statements for the years ended December 31, 1997,
1996 and 1995 of Muzak Limited Partnership, and Independent
Auditors' Report, as amended.
99.2 Financial Statements for the years ended December 31, 1998,
1997 and 1996 of Muzak Limited Partnership, and Independent
Auditors' Report.
99.3 Management's Discussion and Analysis for the year ended
December 31, 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: February 25, 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 25, 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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99.1 Financial Statements for the years ended December 31, 1997,
1996 and 1995 of Muzak Limited Partnership, and Independent
Auditors' Report, as amended.
99.2 Financial Statements for the years ended December 31, 1998,
1997 and 1996 of Muzak Limited Partnership, and Independent
Auditors' Report.
99.3 Management's Discussion and Analysis for the year ended
December 31, 1998.