CLASSIC COMMUNICATIONS INC
8-K, 2000-02-09
CABLE & OTHER PAY TELEVISION SERVICES
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549


                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                              February 2, 2000
                     (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 5.   Other Events

 THE COMPANY'S WHOLLY-OWNED SUBSIDIARY, CLASSIC CABLE, INC., TO OFFER $175
 MILLION IN SENIOR SUBORDINATED NOTES

           On February 2, 2000, Classic Communications, Inc. (the "Company")
 issued a press release announcing that its wholly-owned subsidiary, Classic
 Cable, Inc., commenced a private offering to qualified institutional buyers
 of $175 million in Senior Subordinated Notes due 2010.  The terms of the
 offering have not been finalized.  The securities being offered in the
 private offering will not be and have not been registered under the
 Securities Act of 1933 and may not be offered or sold in the United States
 without registration or an applicable exemption from registration
 requirements.  Classic Cable, Inc. intends to use the proceeds of the
 offering to fund a portion of the acquisition of Star Cable Associates,
 currently expected to close before the end of February 2000, and to repay a
 portion of indebtedness under its senior credit facility.

 A copy of the press release is attached as Exhibit 99 to this Form 8-K.


 Item 7.   Exhibits

           99.  Press Release, dated February 2, 2000.




                                 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: February 8, 2000            By: /s/ Mark Rowe
                                        ___________________________
                                        Name:  Mark Rowe
                                        Title: Corporate Controller




                              EXHIBIT INDEX


 Exhibit
 Number                        Description
 -------                       -----------
 99.                           Press Release, dated February 2, 2000.






 EXHIBIT 99.


 CLASSIC CABLE, INC. TO OFFER $175 MILLION IN SENIOR SUBORDINATED NOTES

 AUSTIN, Texas, Feb. 2 /PRNewswire/ -- Classic Communications, Inc.
 (Nasdaq:CLSC), announced today that its wholly-owned subsidiary, Classic
 Cable, Inc., has commenced a private offering to qualified institutional
 buyers of $175 million in Senior Subordinated Notes due 2010. The terms of
 the offering have not been finalized. The securities being offered in the
 private offering will not be and have not been registered under the
 Securities Act of 1933 and may not be offered or sold in the United States
 without registration or an applicable exemption from registration
 requirements. Classic intends to use the proceeds of the offering to fund a
 portion of the acquisition of Star Cable Associates (Star), currently
 expected to close before the end of February 2000, and to repay a portion
 of indebtedness under its senior credit facility.

 Classic Communications, Inc., based in Austin, Texas, has approximately
 414,000 subscribers, proforma for the Star acquisition, in non-metropolitan
 markets in Texas, Kansas, Oklahoma, Nebraska, Missouri, Arkansas,
 Louisiana, Colorado, and New Mexico. Classic trades on the Nasdaq under the
 trading symbol "CLSC."

 This release contains statements that constitute forward-looking statements
 within the meaning of section 27A of the Securities Act of 1933 and Section
 21 of the Securities Exchange Act of 1934 and are subject to the safe
 harbor provisions of those sections and the Private Securities Litigation
 Reform Act of 1995. Investors are cautioned that any such forward-looking
 statements are not guarantees of future performance and involve risk
 uncertainties including those described in our filings with the SEC, and
 that the actual results or developments may differ materially from those in
 the forward-looking statements as a result of various factors. The Company
 has based these forward-looking statements on information currently
 available and disclaim any intention or obligation to update or revise any
 forward-looking statement.

 SOURCE Classic Communications, Inc.

 CONTACT: Bryan D. Noteboom of Classic Communications, Inc., 512-476-9095,
 [email protected]; or Ryan Barr, [email protected] , or Ann
 Travers, 212-986-6667, [email protected], both of Brainerd
 Communicators, Inc., for Classic Communications, Inc.





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