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):
DECEMBER 8, 1999
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UNITEL VIDEO, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-8654 23-1713238
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
555 WEST 57TH STREET, NEW YORK, NEW YORK 10019
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(Address of principal executive offices) (Zip Code)
212-265-3600
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address,
if changed since last report)
FORM 8-K UNITEL VIDEO, INC.
(File no. 1-8654) Page 2 of 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On or about May 21, 1999 Unitel Video, Inc. (the "Company") closed its
Editel Los Angeles post-production division located in Los Angeles, California.
Subsequent to that date, the Company disposed of certain assets used in
connection with that business. Specifically, as of July 21, 1999, the Company
subleased to At The Post, Inc., a Santa Monica, California, based
post-production facility, one Quantel Henry machine (the "Henry Equipment") for
a monthly rental of $16,261.88 (the "Monthly Rental Payment") for the balance of
the term of the Company's lease for such equipment. Upon receipt of the Monthly
Rental Payment, the Company pays the entire amount to the lessor under the
Company's lease for the Henry Equipment. On July 22, 1999 the Company sold,
pursuant to a publicly advertised auction, various items of post-production
equipment owned by the Company that had been used in the Editel Los Angeles
post-production business and received $756,759.65 in proceeds from such auction
net of auctioneer fees and expenses. The auction was conducted by Joseph Finn
Co., Inc., an independent auction company, pursuant to a letter agreement dated
June 18, 1999 (the "Joseph Finn Letter Agreement"). The proceeds from the
auction were used by the Company to repay outstanding indebtedness of the
Company. Finally, on December 17, 1999, the Company transferred to SSI Advanced
Post Services two complete URSA Gold telecine rooms and received net sale
proceeds of $933,000. The proceeds from the sale of the two telecine rooms were
used by the Company to pay amounts owed to the lessor of certain of the
equipment sold, to repay outstanding indebtedness and for working capital
purposes.
On September 2, 1999, the Company closed its Unitel Post 38
post-production division located in New York City. Subsequent to that date, the
Company disposed of certain assets used in connection with that business.
Specifically, on December 8, 1999, the Company sold pursuant to a publicly
advertised auction, together with pre-sales related to the auction, various
items of post-production equipment and office equipment owned by the Company and
by lessors of equipment leased to the Company that had been used in the Unitel
Post 38 business. The auction was conducted by Michael Fox International, Inc.
and Rabin Brothers, independent auction companies, pursuant to a Guaranteed Sale
Agreement dated as of October 13, 1999 (the "Michael Fox/Rabin Agreement")
between the Company and Michael Fox International, Inc. and Rabin Brothers, as
amended, and generated $1,560,500 in gross sale proceeds. Upon receipt of the
sale proceeds from the auction the Company will use such proceeds, after payment
of fees and expenses of the auction, to repay outstanding indebtedness of the
Company or to pay lessors of the leased equipment sold at the auction, as
applicable. All of the assets sold by the Company and described in this Item 2
are hereinafter referred to, collectively, as the "Assets".
FORM 8-K UNITEL VIDEO, INC.
(File no. 1-8654) Page 3 of 4
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The consideration received by the Company in connection with the
private sale transactions described above was determined by arms-length
negotiations between the Company and the purchasers. The consideration received
by the Company in connection with the auction sales described above was
determined by an open bidding process conducted by independent auction firms.
The foregoing summary is qualified in its entirety by reference to the
Joseph Finn Letter Agreement and the Michael Fox/Rabin Agreement, a copy of each
of which is filed as an exhibit to this Report.
To the Company's knowledge, there are no material relationships between
the purchasers of the Assets and the Company or any of their affiliates,
officers or directors, or any associates of any of their officers or directors.
ITEM 5. OTHER EVENTS
On September 28, 1999, the Company issued a press release announcing
that the Company has engaged Houlihan Lokey Howard & Zukin Capital, L.P.
("Houlihan Lokey"), subject to the approval of the Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") which is presiding over the
chapter 11 cases of the Company and its three domestic affiliates (collectively,
the "Debtors"). Under the proposed engagement, Houlihan Lokey will explore the
Debtors' strategic alternatives, including a sale of the Debtors in whole or in
part. The Bankruptcy Court has approved the engagement of Houlihan Lokey by the
Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired:
Not applicable
(b) Pro forma financial information:
It is impractical for the Company to provide the required pro forma
financial information at this time; the Company expects to file such
information on or before February 21, 2000.
(c) Exhibits:
2.1(A) Letter agreement dated June 18, 1999 between Joseph Finn Co.,
Inc. and Unitel Video, Inc.
FORM 8-K UNITEL VIDEO, INC.
(File no. 1-8654) Page 4 of 4
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2.1(B) Guaranteed Sale Agreement dated as of October 13, 1999 between
Unitel Video, Inc. and Michael Fox International, Inc. and Rabin
Brothers, as amended by letter agreement dated October 15, 1999
between Michael Fox International, Inc. and Unitel Video, Inc.
99.1: Unitel Video, Inc. Press Release dated September 28, 1999.
Upon the request of the Securities and Exchange Commission, the Company
agrees to furnish to the Commission a copy of any schedule or exhibit
to the Joseph Finn Letter Agreement or the Michael Fox/Rabin Agreement
omitted from the copy of such agreement filed herewith as Exhibit Nos.
2.1(A) and 2.1(B), respectively.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITEL VIDEO, INC.
Date: December 22, 1999 By: /s/ Ira Glazer
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Ira Glazer
Getzler & Co., Inc., consultant
for Unitel Video, Inc.
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1(A) Letter Agreement dated June 18, 1999 between Joseph
Finn Co., Inc. and Unitel Video, Inc.
2.1(B) Guaranteed Sale Agreement dated as of October 13,
1999 (the "Michael Fox/Rabin Agreement") between
Unitel Video, Inc. and Michael Fox International,
Inc. and Rabin Brothers, as amended by letter
agreement dated October 15, 1999 between Michael Fox
International, Inc. and Unitel Video, Inc.
99.1 Unitel Video, Inc. Press Release dated September 28,
1999