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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 15, 2005 (Date of earliest event reported: July 12, 2005)
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MUZAK HOLDINGS LLC
(Exact Name of Registrants as Specified in their charter)
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DELAWARE 333-78571-02 04-3433730
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3318 LAKEMONT BLVD.
FORT MILL, SC 29708
(Address of Principal Executive Offices, including Zip Code)
(803) 396-3000
(Telephone Number including Area Code)
N/A
(Former Name or Former address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Effective July 12, 2005, Greg Rayburn has been named Chief Executive
Officer, replacing Lon Otremba who has resigned to pursue other business
interests. Mr. Rayburn, 46 years of age, is the Senior Managing Director and
Practice Leader of FTI Palladium Partners, a division of FTI Consulting, Inc
("FTI"). He joins Muzak through an agreement between the Company and FTI. The
agreement provides for a $120,000 monthly fee payable to FTI for the services of
Greg Rayburn and Bill Nolan. In addition, the agreement provides for the payment
of success fees, which are capped at $3.5 million. Prior to joining FTI in
December 2003, Mr. Rayburn spent three years as a Principal with AlixPartners, a
strategic consulting organization.
Item 5.02 Departure of Directors or Principal Officers: Election of
Directors; Appointment of Principal Officers
Effective July 12, 2005, Greg Rayburn has been named Chief Executive
Officer, replacing Lon Otremba who has resigned to pursue other business
interests. Mr. Rayburn, 46 years of age, is the Senior Managing Director and
Practice Leader of FTI Palladium Partners, a division of FTI Consulting, Inc
("FTI"). He joins Muzak through an agreement between the Company and FTI. The
agreement provides for a $120,000 monthly fee payable to FTI for the services of
Greg Rayburn and Bill Nolan. In addition, the agreement provides for the payment
of success fees, which are capped at $3.5 million. Prior to joining FTI in
December 2003, Mr. Rayburn spent three years as a Principal with AlixPartners, a
strategic consulting organization.
Exhibit No. Description of Exhibit
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10.1 Agreement dated as of July 8, 2005 among Muzak Holdings LLC,
and FTI Palladium Partners, a division of FTI Consulting,
Inc. and its wholly owned subsidiaries
99.1 Press Release issued by Muzak Holdings LLC dated July 12, 2005
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: July 15, 2005
Muzak Holdings LLC
By: /S/ Stephen P. Villa
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Name: Stephen P. Villa
Title: Chief Financial Officer,
Chief Operating Officer
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