SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (the "Act")
Classic Communications, Inc.
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(Name of Issuer)
Class A Voting Common Stock, $0.01 par value per share
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(Title of Class and Securities)
182728-20-4
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
( ) Rule 13d-1(b)
( X ) Rule 13d-1(c)
( ) Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Merritt Belisle
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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(5) SOLE VOTING POWER
NUMBER OF 438,247
SHARES --------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON 438,247
WITH --------------------------------------------------
(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
438,247
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* ( )
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1% (See response to Item 4).
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(12) TYPE OF REPORTING PERSON*
IN
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Item 1(a). Name of Issuer:
Classic Communications, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
515 Congress Avenue, Suite 2626
Austin, Texas 78701
Item 2(a). Name of Person Filing: J. Merritt Belisle
Item 2(b). Address of Principal Business Office or, if None,
Residence:
c/o Classic Communications, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701
Item 2(c). Citizenship:U.S.
Item 2(d). Title of Class of Securities:
Class A Voting Common Stock, $0.01 par value per share
("Common Stock")
Item 2(e). CUSIP Number:
182728-20-4
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act;
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act;
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act;
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers Act of
1940;
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance
with Rule 13d-1(b)(1)(ii)(G); see Item 7,
(h) [ ] A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(i) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
Item 4. Ownership.
(a) Amount beneficially owned: 438,247
The Reporting Person beneficially owns 438,247
shares of Class B common stock, which is
convertible to shares of Class A common stock, as
follows: 244,862 shares currently held, and 193,385
shares issuable upon exercise of options which will
have become vested within 60 days of this filing.
The Reporting Person has been granted two options.
The first option, in the amount of 279,874 shares,
began to vest at the rate of 1/36 per month on
August 28, 1999. Further, upon the closing of the
Issuer's initial public offering on December 13,
1999, 139,937 additional shares vested. The
remaining shares will vest in equal monthly
installments over the remaining 32 months beginning
December 28, 1999. The second option, in the amount
of 279,874 shares, began to vest at the rate of
1/36 per month upon the closing of the Issuer's
initial public offering on December 13, 1999.
Class B common stock is entitled to ten votes per
share, whereas Class A common stock is entitled to
one vote per share.
(b) Percent of class: 5.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
438,247
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of: 438,247
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held
in connection with or as a participant in any
transaction having that purpose or effect."
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
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December 22, 1999
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/s/ J. Merritt Belisle
Signature
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Name: J. Merritt Belisle
Title: Chief Executive Officer of
Classic Communications, Inc.
