UNITED STATES
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):
April 15, 1997
Pathe Communications Corporation
Delaware 0-12252 13-2624802
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
c/o The Law Offices of Fredric S. Newman
10 East 40th Street, New York, NY 10016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 689-8808
Item 5. Other Events.
On April 15, 1997, Pathe Communications Corporation (the "Company")
failed to pay the installments of interest and make certain required
sinking fund payments (the "Required Payments") due and payable on April
15, 1997, on (i) the 8 7/8% Convertible Senior Subordinated Debentures due
April 15, 2001 issued pursuant to the Indenture dated as of April 15, 1986
between The Cannon Group, Inc. and Manufacturers Hanover Trust Company of
California as Trustee (the "Trustee"), (ii) the 12 7/8% Senior Subordinated
Debentures due April 15, 2001 issued pursuant to the Indenture dated as of
April 15, 1986 between The Cannon Group, Inc. and the Trustee and (iii) the
12 7/8% Senior Subordinated Debentures due April 15, 2001 issued pursuant
to the Indenture dated as of April 15, 1986 between Pathe Communications
and the Trustee (each an "Indenture" and collectively the "Indentures").
As of April 15, 1997, $254,393 was due and payable pursuant to the
Indentures to debenture holders other than CLBN (as defined below) and not
paid. As of such date, the Company had less than $5,000 in cash. On April
18, the Company received a default notice from the Trustee, a copy of which
is attached as Exhibit 99 and is incorporated herein by reference.
The Company has no operating assets or sources of income and
insufficient cash on hand to meet operating expenses or make the Required
Payments. The Company is party to a credit facility with Generale Bank
Nederland N.V. ("GBNL"), f/k/a Credit Lyonnais Bank Nederland N.V.
("CLBN"), under which the Company has in the past borrowed funds from CLBN
to meet operating expenses and previous Required Payments. The last such
borrowing was in November of 1994. All of the Company's bank indebtedness
is currently due and payable. As of March 31, 1997, approximately $37.2
million in principal and interest was outstanding under such credit
facility. In addition to the above referenced indebtedness, the Company's
other indebtedness to CBLN includes matured subordinated debt and deferred
interest in the amount of approximately $29 million. The aggregate
indebtedness of the Company to CLBN is approximately $66 million.
The Company has sought funding to pay the Required Payments. It has
not received any response, but the Company has no reason to believe funding
will be forthcoming.
Additionally, the Company is currently in default on a loan of
$150,000,000 borrowed from Sealion Corporation N.V. ("Sealion"), a company
affiliated with SASEA Holding S.A. ("SASEA") and with prior management of
the Company, the proceeds of which were lent to Melia International N.V.
("Melia"), the major stockholder of the Company at the time. Sealion has
assigned, as collateral security, its receivable from the Company to Credit
Lyonnais S.A., which has transferred the same to Consortium de Realisation.
The Company's obligations under the Sealion loan are guaranteed by Melia,
which guarantee is collateralized by approximately 51% of the Company's
outstanding stock. The Sealion loan obligation, which has been due and
payable as to principal since 1992, bears interest at two percentage points
above LIBOR.
Item 7. Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits.
99 Text of Notice of Default dated April 18, 1997, issued by
the Trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PATHE COMMUNICATIONS CORPORATION
Date: May 1, 1997 By: /s/ Fredric S. Newman
EXHIBIT INDEX
Exhibit 99 Text of Notice of Default dated April 18, 1997, issued by
the Trustee.