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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
Date of Report (Date of earliest event reported): November 20, 2001
ABC FAMILY WORLDWIDE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-12995 95-4596247
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 South Buena Vista Street
Burbank, California 91521
(Address of Principal Executive Offices)
(818) 560-1000
(Registrant's Telephone Number)
10960 Wilshire Blvd.
Los Angeles, California 90024
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On November 20, 2001, the Registrant commenced an offer to purchase
(the "Change of Control Offer") all of its outstanding 9 1/4% Senior Notes due
2007 (the "Senior Notes") and 10 1/4% Senior Discount Notes due 2007 (the
"Senior Discount Notes" and together with the Senior Notes, the "Notes") at a
purchase price of 101% of the principal amount of the Notes at maturity, plus
any accrued and unpaid interest accumulated thereon up to the expiration date
of the Change of Control Offer.
The acquisition by The Walt Disney Company ("Disney") on October 24,
2001 of all of the outstanding common stock of the Registrant constituted a
"Change of Control" as defined
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in the indentures (the "Indentures") governing the Notes. Upon a Change of
Control, the Registrant is required under each of the Indentures to make the
Change of Control Offer. The Change of Control Offer is subject to the terms and
conditions set forth in the Registrant's Change of Control Notice, Offer to
Purchase and Solicitation of Consents dated November 20, 2001 (the "Offer and
Solicitation Documents"). The Change of Control Offer is scheduled to expire at
5:00 p.m., New York City time, on December 19, 2001, unless extended.
The Registrant is also soliciting (the "Solicitation") consents (the
"Consents") with respect to the adoption of a proposed amendment to each of the
Indentures (each a "Proposed Amendment" and together, the "Proposed
Amendments"). The Proposed Amendments would amend the Registrant's reporting
requirements pursuant to Section 10.18 of each of the Indentures, to allow the
Registrant to provide certain financial information and reports of Disney rather
than the Registrant. Upon receipt of valid Consents to the Proposed Amendments
from holders holding at least a majority in principal amount at maturity of the
Senior Notes and Senior Discount Notes outstanding, and subject to the terms and
conditions set forth in the Offer and Solicitation Documents, the Registrant is
offering to pay holders providing Consents an amount in cash equal to (i) $1.25
per $1,000 principal amount of the Senior Notes and (ii) $1.25 per $1,000
principal amount of the Senior Discount Notes originally payable at final
maturity, as to which such Consents are validly delivered on or prior to 5:00
p.m., New York City time, December 5, 2001, unless extended.
The depositary and paying agent for the Change of Control Offer and the
Solicitation is The Bank of New York.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
November 20, 2001 ABC FAMILY WORLDWIDE, INC.
By: /s/ DAVID K. THOMPSON
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Vice President and Assistant Secretary