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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: August 31, 1999
Date of Earliest Event Reported: August 31, 1999
INTERMEDIA CAPITAL PARTNERS IV, L.P.
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
333-11893 94-3247750
(Commission File Number) (I.R.S. Employer Identification No.)
235 MONTGOMERY STREET, SUITE 420
SAN FRANCISCO, CALIFORNIA 94104
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (415) 616-4600
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ITEM 5. OTHER EVENTS.
On August 31, 1999, the Registrant and its wholly-owned
subsidiary, InterMedia Partners IV Capital Corp. (together, the "Offerors")
commenced a tender offer and a solicitation of consents from certain holders of
their 11 1/4% Senior Notes due 2006 (the "Notes") to certain proposed amendments
to the indenture governing the Notes (the "Indenture"). The tender offer and the
consent solicitation are being made by the Offerors in connection with
agreements (the "Charter Transaction Agreements") entered into by the Registrant
on April 20, 1999, that provide for (i) the sale and exchange by the Registrant
of certain cable systems and the sale of the stock of a subsidiary of the
Registrant that owns cable systems to affiliates of Charter Communications, Inc.
and (ii) the payment of distributions to the partners of the Registrant, other
than those partners that are affiliates of AT&T Broadband & Internet Services,
in redemption of their partnership interests in the Registrant. The purpose of
the offer is to repurchase all of the Notes and facilitate the closings under
the Charter Transaction Agreements and the purpose of the consent solicitation
is to eliminate substantially all of the restrictive covenants in the Indenture
and certain events of default, thereby enhancing the operating and financial
flexibility of the Registrant, as set forth in the Offer to Purchase and Consent
Solicitation Statement, dated August 31, 1999 (the "Offer to Purchase"), sent by
the Offerors to the holders of the Notes. This Form 8-K is qualified in its
entirety by (i) the text of the Offer to Purchase and related materials relating
to the tender offer and the consent solicitation sent by the Offerors to the
holders of the Notes; (ii) the Indenture (as amended to date); and (iii) a press
release, dated August 31, 1999, issued by the Registrant. These items are filed
as exhibits hereto.
Exhibits.
Exhibit No. Description
4.1 Indenture between the Offerors, and The Bank of New York,
as trustee, dated as of July 30, 1996(1)
4.2 First Supplemental Indenture, dated as of November, 1998,
to the Indenture
99.1 Press Release, dated August 31, 1999
99.2 Offer to Purchase (and related materials relating to
the tender offer and consent solicitation) sent by
the Offerors to the holders of the Notes
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(1) Incorporated herein by reference from the Registrant's Form S-4
(Registration Number 333- 11893), filed with the Commission on September 12,
1996, as declared effective by the Commission on December 10, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August 31, 1999
INTERMEDIA CAPITAL PARTNERS IV, L.P.
By: InterMedia Capital Management, LLC, its General Partner
By: InterMedia Management, Inc., its Managing Member
By: /s/ Robert J. Lewis
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Robert J. Lewis
President
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