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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): August 12, 2004
THE DIRECTV GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-26035 52-1106564
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(Commission File Number) (I.R.S. Employer Identification No.)
2250 EAST IMPERIAL HIGHWAY
EL SEGUNDO, CALIFORNIA 90245
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(Address of Principal Executive offices) (Zip Code)
(310) 964-0808
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 12, 2004, The DIRECTV Group, Inc. ("DIRECTV Group") issued
a press release announcing that, in connection with the Transaction Agreement,
dated as of April 20, 2004, among Constellation, LLC ("Constellation"), PanAmSat
Corporation ("PanAmSat"), DIRECTV Group and PAS Merger Sub, Inc., it has reached
an agreement with affiliates of Kohlberg Kravis Roberts & Co. L.P., The Carlyle
Group and Providence Equity Partners, Inc. which resolves the effect of the
xenon ion propulsion failure of Galaxy 10R, a PanAmSat satellite, and certain
other issues. The agreement reduces the purchase price payable to DIRECTV Group
for its equity interest in PanAmSat upon completion of the transactions by $200
million to approximately $2.6 billion. The DIRECTV Group will increase its loss
for the PanAmSat transactions by $200 million, pre-tax, during the third quarter
of 2004 as a result of the reduced purchase price. A copy of the press release
relating to this announcement, dated August 12, 2004, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. A copy of the letter
agreement between DIRECTV Group and Constellation, dated August 12, 2004, is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
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99.1 Press Release, dated August 12, 2004
99.2 Letter Agreement, dated as of August 12, 2004, between The
DIRECTV Group, Inc. and Constellation, LLC, and
acknowledged by PanAmSat Corporation (incorporated by
reference to Exhibit (d)(3) to Amendment No. 4 to Schedule
13E-3 filed with the Securities and Exchange Commission on
August 12, 2004 by The DIRECTV Group, Inc. and certain
other filing persons)
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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.
THE DIRECTV GROUP, INC.
Date: August 12, 2004 By: /s/ Larry D. Hunter
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Name: Larry D. Hunter
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release, dated August 12, 2004
99.2 Letter Agreement, dated as of August 12, 2004, between The
DIRECTV Group, Inc. and Constellation, LLC, and
acknowledged by PanAmSat Corporation (incorporated by
reference to Exhibit (d)(3) to Amendment No. 4 to Schedule
13E-3 filed with the Securities and Exchange Commission on
August 12, 2004 by The DIRECTV Group, Inc. and other
filing persons)
4