SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 14, 1999
(Date of earliest event reported)
CLASSIC COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-15427 74-2630019
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
(Registrant's telephone number, including area code)
Item 4. Change in Registrant's Certifying Accountant
Effective October 19, 1999, Classic Communications, Inc. (the
"Company") decided to replace Ernst & Young LLP with PricewaterhouseCoopers
LLP as its independent public accountants to audit its financial
statements. The decision to change independent public accountants from
Ernst & Young LLP to PricewaterhouseCoopers LLP was approved by the
Company's board of directors.
The Company believes, and has been advised by Ernst & Young LLP
that it concurs with such belief, that, for the years ended December 31,
1997 and December 31, 1998, and for the six-month period ended June 30,
1999, the Company and Ernst & Young LLP did not have any disagreement on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Ernst & Young LLP would have caused it to
make reference in connection with its report on the Company's financial
statements to the subject matter of the disagreement.
The report of Ernst & Young LLP on the Company's financial
statements for the years ended December 31, 1997 and December 31, 1998 did
not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. During that period, there were no "reportable events" within
the meaning of Item 304(a)(1)(v) of Regulation S-K promulgated under the
Securities Act of 1933.
The Company has requested that Ernst & Young LLP furnish a letter
addressed to the Securities and Exchange Commission stating whether Ernst &
Young LLP agrees with the above statements. A copy of that letter is
attached as Exhibit 16 to this Form 8-K/A.
Item 5. Other Events
AGREEMENT TO PURCHASE ASSETS
On October 14, 1999, an indirect subsidiary of the Company
entered into an agreement with Star Cable Associates ("Star"), to purchase
substantially all of the assets of Star for approximately $130 million in
cash and stock of the Company. Star owns 37 systems in Louisiana, Texas
and Ohio and serves approximately 57,000 subscribers. The asset purchase
agreement contains customary representations, warranties, covenants,
indemnities and closing conditions, including closing conditions related to
governmental approvals and the transfer of franchise licenses by Star to
Classic Cable, Inc., a subsidiary of the Company. The asset purchase
agreement is terminable by any party to the agreement not in breach of the
agreement on March 31, 2000 if the Star acquisition has not been
consummated prior to such date. The asset purchase agreement is terminable
on July 31, 2000 by any party to the agreement if the Star acquisition had
not been consummated prior to such date. The Company issued a press
release with respect to the agreement on October 14, 1999, a copy of which
is attached as Exhibit 99.1 to this Form 8-K/A.
ANNOUNCEMENT OF INITIAL PUBLIC OFFERING
On October 19, 1999, the Company filed for an initial public
offering of $201.25 million of Class A common shares. Proceeds will be
used to repay a portion of the Company's debt and to finance part of the
Star acquisition. The Company issued a press release with respect to the
filing on October 20, 1999, a copy of which is attached as Exhibit 99.2 to
this Form 8-K/A.
Item 7. Exhibits
16. Letter from Ernst & Young LLP.
99.1 Press Release, dated October 14, 1999.
99.2 Press Release, dated October 20, 1999.
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.
CLASSIC COMMUNICATIONS, INC.
Dated: October 25, 1999 By: /s/ Mark Rowe
____________________________
Name: Mark Rowe
Title: Corporate Controller
EXHIBIT INDEX
Exhibit
Number Description
16. Letter from Ernst & Young LLP.
99.1 Press Release, dated October 14, 1999.
99.2 Press Release, dated October 20, 1999.
EXHIBIT 16
October 25, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated October 25, 1999, of
Classic Communications, Inc. and are in agreement with the statements
contained in the first three paragraphs on page 2 therein. We have no
basis to agree or disagree with the other statements of the registrant
contained therein.
Very truly yours,
/s/ Ernst & Young LLP
EXHIBIT 99.1
CLASSIC COMMUNICATIONS, INC. TO ACQUIRE
STAR CABLE SYSTEMS
Austin Texas, October 14, 1999 - Classic Communications, Inc.,
today announced it has reached an agreement with Star Cable Associates to
purchase all of the systems currently owned by Star Cable for approximately
$130 million in cash and stock. Star Cable owns 37 systems in Louisiana,
Texas and Ohio and serves approximately 57,000 subscribers. The Company
believes that Star Cable represents a good strategic fit with its current
operations.
Classic Communications, Inc., based in Austin, Texas, has
approximately 360,000 subscribers in non-metropolitan markets in Texas,
Kansas, Oklahoma, Louisiana, Nebraska, Missouri, Arkansas, Colorado and New
Mexico.
Brera Capital Partners Limited Partnership owns, through a
subsidiary, 64.4% of Classic Communications, Inc. Brera Capital Partners
Limited Partnership, a $650 million private equity investment fund based in
New York City, invests in a very limited number of companies in a few
selected industries including telecommunications, financial services and
outsourcing. Brera Capital Partners Limited Partnership seeks to build
value by bringing to each investment proven experience in building
successful companies, a spirit of true partnership with management in
ownership and governance and an unconditional commitment to always do what
is right for the company.
# # #
CONTACT:
Steven E. Seach
President and CFO
Classic Communications, Inc.
512-476-9095
EXHIBIT 99.2
CLASSIC COMMUNICATIONS, INC. FILES REGISTRATION STATEMENT
WITH THE SEC FOR A PUBLIC OFFERING OF
SHARES OF CLASS A COMMON STOCK
Austin, Texas, October 20, 1999 Classic Communications, Inc.
announced today that it filed a registration statement with the Securities
and Exchange Commission on October 19, 1999 for an initial public offering
of $175 million of its Class A common stock.
Application will be made to approve the common stock for
quotation on the Nasdaq National Market under the proposed symbol "CLSC."
The net offering proceeds would be used to reduce existing
borrowings and partially fund the previously announced acquisition of all
of the systems owned by Star Cable.
Goldman, Sachs & Co., Merrill Lynch & Co. and Donaldson, Lufkin &
Jenrette will act as managers of the offering.
As previously announced, Classic Communications, Inc. has entered
into an agreement to purchase 37 systems, serving approximately 57,000
subscribers, from Star Cable Associates. The systems are located in Texas,
Louisiana and Ohio.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy nor will there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Classic Communications, Inc., based in Austin, Texas, has
approximately 360,000 subscribers in non-metropolitan markets in Texas,
Kansas, Oklahoma, Nebraska, Missouri, Arkansas, Louisiana, Colorado and New
Mexico. Brera Capital Partners Limited Partnership owns, through a
subsidiary, 64.4% of Classic Communications, Inc. Brera Capital Partners
Limited Partnership, a $650 million private equity investment fund based in
New York City, invests in a very limited number of companies in a few
selected industries including telecommunications, financial services and
outsourcing.
CONTACT:
Steven E. Seach
President and CFO
Classic Communications, Inc.
512-476-9095
