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): June 4, 2008
DISCOVERY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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000-51205
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20-2471174 |
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(Commission
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(I.R.S. Employer |
| incorporation or organization)
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File Number)
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Identification No.) |
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (720) 875-4000
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On June 4, 2008, Discovery Holding Company (the “Company”) entered into the following agreements:
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• Transaction Agreement with Discovery Communications, Inc. a wholly-owned subsidiary
of the Company (“New DHC”), DHC Merger Sub, Inc., a wholly-owned subsidiary of New DHC
(“Merger Sub”), Advance/Newhouse Programming Partnership (“Advance/Newhouse”), and with
respect to Section 5.14 thereof only Advance Publications, Inc., and Newhouse Broadcasting
Corporation; |
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• Merger Agreement with New DHC and Merger Sub; and |
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• Reorganization Agreement with New DHC, Ascent Media Corporation (“Spinco”), Ascent
Media Group, LLC (“AMG”), and Ascent Media Creative Sound Services, Inc. |
Pursuant to the terms and provisions of the Reorganization Agreement and the Transaction Agreement,
the Company will spin-off to its shareholders in a pro-rata distribution Spinco, which will own the
networks and creative services business of AMG. Immediately following the spin-off of Spinco,
pursuant to the Transaction Agreement, Advance/Newhouse will contribute its interests in Discovery
Communications Holding, LLC and Animal Planet L.P. to New DHC in exchange for preferred stock of
New DHC that will be convertible into common shares of New DHC representing approximately 33-1/3%
of the shares of common stock of New DHC issued in the merger described below. Pursuant to the
Transaction Agreement and Merger Agreement, immediately following the contribution by
Advance/Newhouse, Merger Sub will merge with the Company, with the Company as the surviving
corporation, and each share of common stock of the Company outstanding at the effective time of the
merger will be converted as follows:
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• each share of Series A common stock of the Company will be converted into 0.50
shares of New DHC Series A common stock and 0.50 shares of New DHC Series C common stock;
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• each share of Series B common stock of the Company will be converted into 0.50
shares of New DHC Series B common stock and 0.50 shares of New DHC Series C common stock. |
Consummation of the transactions described in this report is subject to various conditions,
including, receipt of opinions of tax counsel, approval by DHC stockholders and regulatory
clearances and approvals.
A copy of the press release announcing the transaction is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit |
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Description |
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99.1
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Press Release, dated June 4, 2008 |
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: June 5, 2008
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DISCOVERY HOLDING COMPANY |
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By:
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/s/ Charles Y. Tanabe |
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Name: Charles Y. Tanabe
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Title: Senior Vice President, General Counsel and Secretary |
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