SCOTT CABLE COMMUNICATIONS INC
8-K, 1998-10-02
RADIOTELEPHONE COMMUNICATIONS
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                                    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) October 1, 1998


                          Scott Cable Communications, Inc.
         -----------------------------------------------------------------
               (Exact name of Registrant as specified in its charter)


                                       Texas
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                   (State or other jurisdiction of incorporation)


           0-22-093                              75-1766202
     ------------------------          -------------------------------
     (Commission File Number)        (I.R.S. Employer Identification No.)


          Four Landmark Square, Suite 302, Stamford, Connecticut   06901
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          (Address of principal executive offices)              (Zip Code)

           Registrant's telephone number, including area code (203)323-1100



             ------------------------------------------------------------
            (Former name or former address, if changed since last report.)


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ITEM 3.   BANKRUPTCY.


On October 1, 1998, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court in
Bridgeport, Connecticut.  Accompanying the voluntary petition, the Company filed
its Prepackaged Liquidating Chapter 11 Plan (the "Plan") and the related
Disclosure Statement.  On August 17, 1998, the Company commenced the
pre-bankruptcy solicitation of acceptances of the Plan.  Each class of creditors
of the Company entitled to vote accepted the Plan.  The Plan contemplates that
all of the Company's trade creditors will be paid in full, and also contemplates
payment in full of the Company's obligations under its senior credit facility
and its Senior Subordinated PIK Notes, but only partial payment of its Junior
Subordinated PIK Notes.  

The Company has previously entered into a definitive asset sale agreement (the
"Sale Agreement") with InterLink Communications Partners, LLLP ("InterLink"), of
Denver, Colorado, providing for the sale by the Company of substantially all of
its assets to InterLink for a purchase price of $165 million, subject to closing
adjustments.  That Sale Agreement provides for the consummation of the sale to
be effected in connection with the Plan.

The Company intends promptly to seek Bankruptcy Court confirmation of the Plan
and to consummate its asset purchase agreement with InterLink or any higher and
better bidder that may emerge.  The closing of the sale to InterLink (or to any
such higher and better bidder) is expected to be consummated in the fourth
quarter of this year subject to, among other things, the U.S. Bankruptcy Court's
approval of the proposed sale and the Court's confirmation of the Company's
Plan, the Federal Trade Commission's grant of any necessary approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Federal Communications
Commission's approval of the transfer of certain of the Company's licenses, and
the issuance of consents or waivers by various franchising authorities, real
property lessors and other third parties.




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<PAGE>

                                      SIGNATURES




     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.


                                                Scott Cable Communications, Inc.
                                               ---------------------------------
                                                          (Registrant)




Date:    October 1, 1998                   By: /s/ John M. Flanagan, Jr.
                                               --------------------------------
                                               John M. Flanagan, Jr.
                                               Chief Financial Officer










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