================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 6, 2004 MUZAK HOLDINGS LLC (Exact Name of Registrants as Specified in their charter) DELAWARE 333-78571-02 04-3433730 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or Organization) File Number) Identification No.) 3318 LAKEMONT BLVD. FORT MILL, SC 29708 (803) 396-3000 (Address, Including Zip Code and Telephone Number including Area Code of Registrants' Principal Executive Offices) Item 7. Financial Statements and Exhibits (c) Exhibits: Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press Release issued by Muzak Holdings LLC dated August 6, 2004. Item 12. Disclosure of Results of Operations and Financial Conditions On August 6, 2004, Muzak Holdings LLC announced its consolidated financial results for the quarter ended June 30, 2004. A copy of the press release is furnished with this report as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. SIGNATURE 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. Date: August 6, 2004 Muzak Holdings LLC By: /S/ Stephen P. Villa -------------------- Name: Stephen P. Villa Title: Chief Financial Officer, Chief Operating Officer