Exhibit 99.5
TEVECAP S.A.
Offer for all Outstanding
12 5/8% Senior Notes due 2004 and Subsidiary Guarantees
in Exchange for Registered
12 5/8% Senior Notes due 2004 and Subsidiary Guarantees
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THE REGISTERED EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
THE EARLIER OF ________ __, 1997 (UNLESS EXTENDED) OR THE DATE ON WHICH 100% OF
THE OLD NOTES AND SUBSIDIARY GUARANTEES (TOGETHER, THE "OLD SECURITIES") ARE
VALIDLY TENDERED AND NOT WITHDRAWN (THE "EXPIRATION DATE"). TENDERED OLD
SECURITIES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE OF
THE REGISTERED EXCHANGE OFFER.
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To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Tevecap S.A. ("Tevecap") is offering, upon and subject to the terms and
conditions set forth in the Prospectus, dated _________ __, 1997 (as the same
may be amended or supplemented from time to time, the "Prospectus"), and the
enclosed Letter of Transmittal (the "Letter of Transmittal"), to exchange (the
"Registered Exchange Offer") an aggregate principal amount of up to $250,000,000
of its 12 5/8% Senior Notes Due 2004 (the "Exchange Notes") together with the
Subsidiary Guarantees of the Exchange Notes (as defined in the Prospectus and
together with the Exchange Notes, the "Exchange Securities") for a like
principal amount of its outstanding 12 5/8% Senior Notes Due 2004 (the "Old
Notes") together with the Subsidiary Guarantees of the Old Notes (such
Subsidiary Guarantees together with the Old Notes, the "Old Securities"). The
Exchange Securities are being offered to satisfy certain obligations of Tevecap
under the Purchase Agreement, dated as of November 21, 1996, between Tevecap,
the Guarantors (as defined in the Prospectus) and the initial purchasers of the
Old Notes (the "Initial Purchasers") and the Exchange and Registration Rights
Agreement, dated November 26, 1996, among Tevecap, the Guarantors and the
initial purchasers of the Old Securities.
We are requesting that you contact your clients for whom you hold Old
Securities registered in your name or in the name of your nominee regarding the
Registered Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Securities registered in your name or in the name
of your nominee, or who hold Old Securities registered in their own names, we
are enclosing the following documents:
1. Prospectus dated ________ __, 1997;
2. The Letter of Transmittal for your use and for the information of your
clients, including Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9;
3. A Notice of Guaranteed Delivery to be used to accept the Registered
Exchange Offer if time will not permit all required documents to reach the
Exchange Agent (as defined below) prior to the Expiration Date (as defined
below) or if the procedures for book-entry transfer cannot be completed on a
timely basis;
4. A form of letter which may be sent to your clients for whose account
you hold Old Securities registered in your name or the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Registered Exchange Offer;
5. Return envelopes addressed to The Chase Manhattan Bank, the Exchange
Agent (the "Exchange Agent") for the Old Securities.
Your prompt action is requested. The Registered Exchange Offer will expire
at 5:00 p.m., New York City time, on _________ __, 1997 (unless extended by the
Company) or the date on which 100% of the Old Securities are validly tendered
and not withdrawn (the "Expiration Date"). Old Securities tendered pursuant to
the Exchange Offer may be withdrawn, subject to the procedures described in the
Prospectus, at any time prior to 5:00 p.m., New York City time, on the
Expiration Date.
To participate in the Registered Exchange Offer, a duly executed and
properly completed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees and any other required documents, should be sent
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.
If holders of Old Securities wish to tender but time will not permit all
required documents to reach the Exchange Agent prior to the Expiration Date or
to comply with the book-entry transfer procedures on a timely basis, a tender
may be effected by following the guaranteed delivery procedures described in the
Prospectus under "The Registered Exchange Offer-- Guaranteed Delivery
Procedures."
Tevecap will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Old Securities held by them as nominee or in a fiduciary capacity.
Tevecap will pay or cause to be paid all stock transfer taxes applicable to the
exchange of Old Securities pursuant to the Registered Exchange Offer, except as
set forth in Instruction 9 of the Letter of Transmittal.
Any inquiries you may have with respect to the Registered Exchange Offer,
or requests for additional copies of the enclosed materials, should be directed
to The Chase Manhattan Bank, as the Exchange Agent for the Old Securities, at
its address set forth on the front of the Letter of Transmittal.
Very truly yours,
TEVECAP S.A.
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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