FALCON CABLE SYSTEMS CO
8-K, 1996-07-24
CABLE & OTHER PAY TELEVISION SERVICES
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                        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):
                                   July 24, 1996                      



          Falcon Cable Systems Company, a California limited partnership  
              (Exact name of registrant as specified in its charter)



                                   California                         
                  (State or other jurisdiction of incorporation)



                1-9332                              95-4108170              
        (Commission File Number)          (IRS Employer Identification No.)



    10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA     90024  
    (Address of principal executive offices)               (Zip Code)



                                  (310) 824-9990             
                          (Registrant's Telephone Number)<PAGE>





         ITEM 5.   OTHER INFORMATION.

              Filed herewith as Exhibit 1 is a press release of Falcon
         Cable Systems Company, a California limited partnership (the
         "Partnership") announcing the per unit liquidating distribu-
         tion payable to unitholders of the Partnership, which press
         release is hereby incorporated herein by reference.  Ad-
         ditional information relating to the liquidation of the Part-
         nership is contained in the Current Reports on Form 8-K of
         the Partnership and Falcon Holding Group, L.P., dated July
         12, 1996.



         ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA
                   FINANCIAL INFORMATION AND EXHIBITS.

         (c) Exhibits.

         Exhibit No.    Description

              1         Press Release of the Partnership dated July
                        24, 1996.<PAGE>





                                   SIGNATURE

                   Pursuant to the requirements of the Securities Ex-
         change Act of 1934, the registrant has duly caused this re-
         port to be signed on its behalf by the undersigned hereunto
         duly authorized.


         Date:  July 24, 1996


                             FALCON CABLE SYSTEMS COMPANY, A
                             CALIFORNIA LIMITED PARTNERSHIP

                             By:  Falcon Cable Investors Group, a
                                  California limited partnership
                                  General Partner

                             By:  Falcon Holding Group, L.P.
                                  General Partner

                                  By:  Falcon Holding Group, Inc.
                                       General Partner


                                  By:     /s/ Michael K. Menerey      
                                       Michael K. Menerey, Secretary
                                       and Chief Financial Officer





















                                      -2-<PAGE>





                                 EXHIBIT INDEX


         Exhibit No.              Description

              1         Press Release of the Part-
                        nership dated July 24,
                        1996.











                              FOR IMMEDIATE RELEASE

                        For:  Falcon Cable Systems Company
                      Contact:  Mike Menerey (818) 792-7132
                          Stan Itskowitch (310) 209-8400

                           FALCON CABLE SYSTEMS COMPANY
                          SETS LIQUIDATING DISTRIBUTION

                   Los Angeles, California -- July 24, 1996 -- Falcon
         Cable Systems Company, L.P. (AMEX:FAL) announced today that it
         has determined the per unit liquidating distribution payable to
         holders of FAL units, as of the close of business on July 23,
         1996, as $9.02.  FAL has deposited $57,676,694 with its trans-
         fer agent, Newhall Depositary Company, which amount will be
         paid pro rata to the holders of the 6,398,913 outstanding FAL
         units.

                   FAL had previously announced the dissolution of FAL
         in accordance with the FAL Partnership Agreement.  The amount
         deposited with Newhall Depositary Company is the amount of cash
         held by FAL following the winding up of the affairs of FAL in
         accordance with the dissolution procedures contained in the FAL
         Partnership Agreement.

                   Newhall Depositary Company will shortly mail to
         unitholders a letter of transmittal with which holders of FAL
         units will be able to send in their unit certificates and ob-
         tain the liquidating distribution.

                   As a result of the liquidation of FAL, its units have
         ceased to trade on the American Stock Exchange and are being
         deregistered under the Securities Exchange Act.  FAL will no
         longer issue or file periodic or other reports under such Act
         or otherwise.


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