SCOTT CABLE COMMUNICATIONS INC
8-K, 1999-01-19
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): January 18, 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 January 18, 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 January 18, 1999.









                                      -2-
<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:  January 19, 1999                 By:  /s/ John M. Flanagan, Jr.
                                        ------------------------------
                                        John M. Flanagan, Jr.
                                        Senior Vice President and 
                                          Chief Financial Officer











                                      -3-
<PAGE>

Exhibit No.     Exhibits                                               Page No.
- -----------     --------                                               --------

99.1            Press release of the Company dated January 18, 1999.      5














                                       -4-

<PAGE>

                              FOR IMMEDIATE RELEASE
                              ---------------------
                                JANUARY 18, 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 January 14, 1999, the U.S. Bankruptcy Court in Bridgeport, Connecticut 
approved the sale by Scott Cable Communications, Inc. (the "Company") 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.

The Company expects to consummate the sale of its assets to InterLink on or 
about February 1, 1999.  Because that sale is being effected pursuant to 
Section 363 of the Bankruptcy Code and outside of the Company's Prepackaged 
Liquidating Chapter 11 Plan (the "Plan"), confirmation of which Plan was 
denied by the Bankruptcy Court on December 11, 1998 following objections 
thereto by the Internal Revenue Service (the "IRS"), the Bankruptcy Court's 
order provides that the sale proceeds shall not be distributed to creditors 
except pursuant to further Court orders.  The Company intends to file 
promptly for 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 pay-in-kind notes due March 18, 
2002.

The IRS has commenced an action in the Bankruptcy Court challenging the liens 
and claims of the holders of the Company's 16% junior subordinated 
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, it is 
anticipated that no distributions will be made to the holders of the 16% 
Notes. 



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