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 12, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 12, 1996, Falcon Cable Systems Company, a
California limited partnership (the "Partnership") sold
substantially all of its assets to Falcon Cable Systems
Company II, L.P. ("FCSC II") for an aggregate purchase price
of $247,396,814 in cash pursuant to the Asset Purchase
Agreement by and between the Partnership and FCSC II, dated
June 13, 1996 (the "Purchase Agreement"), which is filed as
Exhibit 1 hereto, and is hereby incorporated herein by
reference.
Filed herewith as Exhibit 2 is the joint press release
of the Partnership, Falcon Holding Group, L.P., and FCSC II
announcing the consummation of the sale, which press release
is hereby incorporated herein by reference. Additional in-
formation relating to the transaction is contained in the
joint press release of the Partnership and FCSC II dated June
13, 1996, announcing the execution of the Purchase Agreement,
which is filed as Exhibit 3 hereto, and is hereby incorpo-
rated herein by reference, as well as in the respective Cur-
rent Reports on Form 8-K of each of the Partnership and Fal-
con Holding Group, L.P., dated June 13, 1996.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
It is impracticable for the Partnership to file the
financial statements and information required by Items 7(a)
and (b) at this time. The Company will file such financial
statements and information as soon as practicable and in any
event no later than the date on which the Company is required
to file such statements and information pursuant to Items
7(a)(4) and 7(b)(2) of the Current Report on Form 8-K.
(c) Exhibits.
Exhibit No. Description
1 Purchase Agreement (filed as Exhibit 4 to the
Current Report on Form 8-K of Falcon Holding
Group, L.P., dated June 13, 1996).
2 Press Release of the Partnership, Falcon Cable
Systems Company II, L.P. and Falcon Holding
Group, L.P. dated July 12, 1996.
3 Press Release of the Partnership and Falcon
Holding Group dated June 13, 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 12, 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 Page No.
1 Purchase Agreement (filed
as Exhibit 4 to the Cur-
rent Report on Form 8-K of
Falcon Holding Group,
L.P., dated June 13,
1996).
2 Press Release of the Part-
nership, Falcon Cable Sys-
tems Company II, L.P. and
Falcon Holding Group, L.P.
dated July 12, 1996.
3 Press Release of the Part-
nership and Falcon Holding
Group, L.P. dated June 13,
1996.
FOR IMMEDIATE RELEASE
For: Falcon Holding Group and Falcon Cable Systems Company
Contact: Mike Menerey (818) 792-7132
Stan Itskowitch (310) 209-8400
FALCON HOLDING GROUP ACQUIRES
ASSETS OF FALCON CABLE SYSTEMS COMPANY
Los Angeles, California -- July 12, 1996 -- Falcon
Holding Group, L.P. ("FHGLP") announced today that it has ac-
quired all of the cable systems of Falcon Cable Systems Com-
pany, L.P. (AMEX:FAL) for approximately $247.40 million in cash
(the "Acquisition") through an affiliate, in accordance with
the previously announced Asset Purchase Agreement.
FHGLP financed the Acquisition primarily through bor-
rowings under a new $775 million Bank Credit Agreement (the
"Facility"), which FHGLP and certain of its affiliates entered
into today with a syndicate of banks, including The First Na-
tional Bank of Boston, as Managing Agent, Toronto-Dominion
(Texas) Inc., as Administrative Agent, and NationsBank of
Texas, N.A., as Syndication Agent.
The dissolution of FAL has now begun, in accordance
with the FAL Partnership Agreement which provides that FAL
shall be dissolved upon the occurrence of the sale or distri-
bution of all or substantially all of its assets. The general
partner of FAL intends to wind-up the affairs of FAL in ac-
cordance with the terms of the FAL Partnership Agreement, in-
cluding the discharge of all of the liabilities of FAL, and the
distribution of the remaining assets of FAL to its partners as
appropriate.
Trading of the FAL Units on the American Stock Ex-
change is expected to cease at the close of business on July
23, 1996 and the FAL Units will thereafter be delisted from the
American Stock Exchange. FAL expects to commence the process
of making the liquidating distribution of its assets on July
24, 1996 or as soon as practicable thereafter. Following
payment of the liquidating distribution to the paying agent,
FAL will be formally terminated.
While no definitive estimate of the per unit liqui-
dating distribution can be made now, based upon the Acquisition
price of $247.40 million, and assuming a hypothetical liquida-
tion of FAL on March 31, 1996, the estimated cash distribution
to unitholders of FAL would have been $9.17 per unit (the "Hy-
pothetical Estimated Per Unit Distribution") (based upon
6,398,913 units outstanding). The Hypothetical Estimated Per
Unit Distribution was calculated assuming (i) net liabilities<PAGE>
on the balance sheet of the Partnership, excluding property,
plant and equipment and intangible assets ("Net Liabilities")
of approximately $181.51 million (as of March 31, 1996), (ii) a
sale fee equal to approximately $6.19 million (2 1/2% of the
$247.40 million Acquisition price), and (iii) satisfaction of
all other liabilities of FAL required to be satisfied in con-
nection with the liquidation of FAL, each of which the FAL
Partnership Agreement requires be paid prior to the distribu-
tion of any remaining cash to unitholders of FAL. The Hypo-
thetical Estimated Per Unit Distribution is presented for il-
lustrative purposes only and does not necessarily represent
amounts FAL will distribute to unitholders.
FHGLP is one of the largest cable television opera-
tors in the United States. FHGLP owns television systems serv-
ing customers in 23 states and also controls and holds varying
interests in, certain affiliated cable systems which it man-
ages.
Prior to the Acquisition, FAL owned and operated
cable television systems in more than 100 communities in Cali-
fornia and western Oregon. As of March 31, 1996, FAL had ap-
proximately 135,553 homes subscribing to cable service and
50,337 premium service units.
# # #
FOR IMMEDIATE RELEASE
For: Falcon Holding Group and Falcon Cable Systems Company
Contact: Mike Menerey (818) 792-7132
Stan Itskowitch (310) 209-8400
FALCON HOLDING GROUP AGREES TO ACQUIRE
ASSETS OF FALCON CABLE SYSTEMS COMPANY
Los Angeles, California -- June 13, 1996 -- Falcon
Holding Group, L.P. ("FHGLP") announced today that its Board of
Representatives unanimously approved the acquisition of all of
the cable systems of Falcon Cable Systems Company, L.P.
(AMEX:FAL) for approximately $247.40 million in cash (the "Ac-
quisition") through an affiliate, in accordance with the ap-
praisal procedure set forth in FAL's Partnership Agreement.
FHGLP and FAL have entered into a definitive asset purchase
agreement (the "Acquisition Agreement") with respect to the
Acquisition.
FHGLP's affiliate intends to consummate the Acquisi-
tion as soon as possible following the receipt of regulatory
aprovals and financing with which to make the Acquisition. FH-
GLP intends to finance the Acquisition primarily through bor-
rowings under a new $750 million Bank Credit Agreement (the
"Facility") expected to be entered into by FHGLP. The parties
to the Acquisition Agreement have begun the process of obtain-
ing regulatory approvals.
The FAL Partnership Agreement provides that FAL shall
be dissolved upon the occurrence of the sale or distribution of
all or substantially all of the assets of FAL. The general
partner of FAL intends to wind-up the affairs of FAL in ac-
cordance with the terms of the FAL Partnership Agreement, in-
cluding the discharge of all of the liabilities of FAL, and the
distribution of the remaining assets of FAL to its partners as
appropriate.
While no definitive estimate of the per unit distri-
bution can be made now, based upon the Acquisition price of
$247.40 million, and assuming a hypothetical liquidation of FAL
on March 31, 1996, the estimated cash distribution to unithold-
ers of FAL would have been $9.17 per unit (the "Hypothetical
Estimated Per Unit Distribution") (based upon 6,398,913 units
outstanding). The Hypothetical Estimated Per Unit Distribution
was calculated assuming (i) net liabilities on the balance
sheet of the Partnership, excluding property, plant and equip-
ment and intangible assets ("Net Liabilities") of approximately
$181.51 million (as of March 31, 1996), (ii) a sale fee equal
-more-<PAGE>
to approximately $6.19 million (2 1/2% of the $247.40 million
Acquisition price), and (iii) satisfaction of all other li-
abilities of FAL required to be satisfied in connection with
the liquidation of FAL, each of which the FAL Partnership
Agreement requires be paid prior to the distribution of any
remaining cash to unitholders of FAL. The Hypothetical Esti-
mated Per Unit Distribution is presented for illustrative pur-
poses only and does not necessarily represent amounts FAL could
have distributed to unitholders on March 31, 1996 or any date
thereafter.
The Acquisition price of approximately $247.40 mil-
lion was determined by the appraisal process set forth in the
FAL Partnership Agreement. The FAL Partnership Agreement pro-
vides that the general partner of FAL may cause FAL to sell to
the general partner or one of its affiliates for cash all of
FAL's cable systems at any time after December 31, 1991 without
soliciting unaffiliated purchasers (the "Purchase Right").
Pursuant to the FAL Partnership Agreement, the price at which
the Purchase Right may be exercised is determined by reference
to an "appraised value" determined pursuant to an appraisal
process set forth in the FAL Partnership Agreement (the "Ap-
praisal Process"). The FAL Partnership Agreement provides that
the "appraised value" is determined by the average of three
appraisal evaluations of FAL's cable systems and provides that
one appraiser is selected by the general partner of FAL; one
appraiser is selected by a majority vote of the independent
members of FAL's advisory committee; and one appraiser is se-
lected by the two appraisers already so chosen.
The matters announced in this press release have been
more fully described in the Current Reports on Form 8-K filed
by each of FHGLP and FAL with the Securities Exchange Commis-
sion today. Interested persons are urged to carefully review
the Forms 8-K.
FHGLP is one of the largest cable television opera-
tors in the United States. FHGLP owns television systems serv-
ing customers in 23 states and also controls and holds varying
interests in, certain affiliated cable systems which it man-
ages.
FAL owns and operates cable television systems in
more than 100 communities in California and western Oregon. As
of March 31, 1996, FAL had approximately 135,553 homes sub-
scribing to cable service and 50,337 premium service units.
# # #
