SCOTT CABLE COMMUNICATIONS INC
8-K, 1999-02-03
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>


                       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): February 1, 1999


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


                                      Texas
                  ---------------------------------------------
                 (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
 -------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)




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


                                 Not Applicable
  -----------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>


Item 5.           OTHER EVENTS.

                  The Registrant hereby incorporates by reference the
description of the matters set forth in its press release dated February 3, 1999
(such press release being Exhibit 99.1 attached hereto).

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c) Exhibits. The following documents are being filed herewith
by the Company as exhibits to this Current Report on Form 8-K:

                  99.1     Press release of the Company dated February 3, 1999.


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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.


 Date:  Febuary 3, 1999                       By: /s/ John M. Flanagan, Jr.
                                                 -----------------------------
                                              John M. Flanagan, Jr.
                                              Senior Vice President and
                                              Chief Financial Officer


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<PAGE>


<TABLE>
<CAPTION>


Exhibit No.     Exhibits                                               Page No.
- -----------     --------                                               -------
<S>             <C>                                                    <C>
99.1            Press release of the Company dated February 3, 1999.      5


</TABLE>



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<PAGE>

                                                                   Exhibit 99.1


                              FOR IMMEDIATE RELEASE
                              ---------------------
                                FEBRUARY 3, 1999


Contact:      John M. Flanagan, Jr.,
              Sr. Vice President and
              Chief Financial Officer
Four Landmark Square, Suite 302
Stamford, CT 06901
Telephone:      (203) 323-1100
Facsimile:      (203) 325-3110


                        SCOTT CABLE COMMUNICATIONS, INC.
                        --------------------------------

On February 1, 1999, Scott Cable Communications, Inc. (the "Company") 
consummated the previously announced sale of substantially all of its assets 
to InterLink Communications Company, LLLC ("InterLink") of Denver, Colorado 
pursuant to Section 363 of the Bankruptcy Code for a sale price of 
$165,000,000, subject to closing adjustments.

Under the Bankruptcy Court's order of January 14, 1999 authorizing the 
Company's foregoing sale, the Company cannot distribute the sale proceeds to 
creditors except pursuant to further order of the Court. The Company has 
therefore filed a motion seeking Court authorization to permit the payment in 
full of the Company's indebtedness to Finova Capital Corporation, the 
Company's senior secured lender, and the payment in full of the Company's 
secured creditors holding the Company's 15% senior subordinated secured 
pay-in-kind notes due March 18, 2002 (the "15% Notes"). In response to the 
Company's foregoing motion, the Internal Revenue Service (the "IRS") has 
filed a partial objection thereto, which objection seeks to limit the 
Company's payment of the 15% Notes insofar as necessary to maintain Company 
funds sufficient to pay all federal and state tax claims. The Bankruptcy 
Court has scheduled a February 9, 1999 hearing on the Company's payment 
motion and the IRS's objection thereto.

The IRS has previously commenced an action in the Bankruptcy Court 
challenging the liens and claims of the holders of the Company's 16% junior 
subordinated secured pay-in-kind notes due July 18, 2002 (the "16% Notes"). 
The amount, if any, ultimately to be distributed to the holders of the 16% 
Notes will depend upon the outcome of that action. Pending the resolution of 
that action, no distributions will be made to the holders of the 16% Notes.


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