SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 14, 1999
(Date of earliest event reported)
CLASSIC CABLE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541 74-2750981
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
CLASSIC CABLE HOLDING, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-04 74-2807609
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
PONCA HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-05 76-0337883
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
CLASSIC TELEPHONE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-06 75-2590205
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
UNIVERSAL CABLE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-01 75-2077867
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
UNIVERSAL CABLE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-07 84-0913858
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
UNIVERSAL CABLE OF BEAVER OKLAHOMA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-08 75-2243788
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
UNIVERSAL CABLE MIDWEST, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-03 75-2205815
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
WT ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-09 74-2644608
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
W.K. COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Kansas 333-86541-02 48-1037491
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
TELEVISION ENTERPRISES, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 333-86541-10 74-1532349
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
BLACK CREEK COMMUNICATIONS, L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-11 74-2881867
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
BLACK CREEK MANAGEMENT, L.L.C.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-86541-12 74-2881870
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
BUFORD GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 333-86541-13 75-1988843
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
FRIENDSHIP CABLE OF TEXAS, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 333-86541-17 75-2237583
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
BUFORD TELEVISION, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 333-86541-14 75-1020533
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
CORRECTIONAL CABLE TV, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 333-86541-15 75-2443515
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
CALLCOM 24, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 333-86541-16 75-2774129
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
BUFORD TELEVISION INC. OF FORT SMITH
(Exact Name of Registrant as Specified in its Charter)
Arkansas 333-86541-18 71-0441918
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
FRIENDSHIP CABLE OF ARKANSAS, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 333-86541-19 71-0634055
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
515 Congress Avenue, Suite 2626, Austin, TX 78701
(Address of Principal Offices, including zip code)
(512) 476-9095
Registrant's telephone number, including area code)
Item 4. Change in Registrant's Certifying Accountant
Effective October 19, 1999, PricewaterhouseCoopers LLP replaced
Ernst & Young LLP as the independent public accountants to audit the
financial statements of Classic Cable, Inc. (the "Company"). In addition,
PricewaterhouseCoopers LLP replaced Ernst & Young LLP as the independent
public accountants to audit the financial statements of the subsidiaries of
the Company formerly audited by Ernst & Young LLP which have guaranteed the
Company's 9-7/8% Senior Subordinated Notes due 2008 and 9-3/8% Senior
Subordinated Notes due 2009.
The Company believes, and has been advised by Ernst & Young LLP
that it concurs with such belief, that, for the years ended December 31,
1997 and December 31, 1998, and for the six-month period ended June 30,
1999, the Company and Ernst & Young LLP did not have any disagreement on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of Ernst & Young LLP would have caused it to
make reference in connection with its report on the Company's financial
statements to the subject matter of the disagreement.
The report of Ernst & Young LLP on the Company's financial
statements for the years ended December 31, 1997 and December 31, 1998 did
not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. During that period, there were no "reportable events" within
the meaning of Item 304(a)(1)(v) of Regulation S-K promulgated under the
Securities Act of 1933.
The Company has requested that Ernst & Young LLP furnish a letter
addressed to the Securities and Exchange Commission stating whether Ernst &
Young LLP agrees with the above statements. A copy of that letter is
attached as Exhibit 16 to this Form 8-K.
Item 5. Other Events
AGREEMENT TO PURCHASE ASSETS
On October 14, 1999, a subsidiary of the Company entered into an
agreement with Star Cable Associates ("Star"), to purchase substantially
all of the assets of Star for approximately $130 million in cash and stock
of Classic Communications, Inc. (the "Parent"), the Company's parent. Star
owns 37 systems in Louisiana, Texas and Ohio and serves approximately
57,000 subscribers. The asset purchase agreement contains customary
representations, warranties, covenants, indemnities and closing conditions,
including closing conditions related to governmental approvals and the
transfer of franchise licenses by Star to the Company. The asset purchase
agreement is terminable by any party to the agreement not in breach of the
agreement on March 31, 2000 if the Star acquisition has not been
consummated prior to such date. The asset purchase agreement is terminable
on July 31, 2000 by any party to the agreement if the Star acquisition had
not been consummated prior to such date. The Parent issued a press release
with respect to the agreement on October 14, 1999, a copy of which is
attached as Exhibit 99.1 to this Form 8-K.
ANNOUNCEMENT OF INITIAL PUBLIC OFFERING
On October 19, 1999, the Parent filed for an initial public
offering of $201.25 million of Class A common shares. Proceeds will be
used to repay a portion of the Parent's debt and to finance part of the
Star acquisition. The Parent issued a press release with respect to the
filing on October 20, 1999, a copy of which is attached as Exhibit 99.2 to
this Form 8-K.
Item 7. Exhibits
16. Letter from Ernst & Young LLP.
99.1 Press Release, dated October 14, 1999.
99.2 Press Release, dated October 20, 1999.
SIGNATURE
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.
CLASSIC CABLE, INC.
Dated: October 25, 1999 By: /s/ Mark Rowe
_____________________________
Name: Mark Rowe
Title: Corporate Controller
CLASSIC CABLE HOLDING, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
_____________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
PONCA HOLDINGS, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
______________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
CLASSIC TELEPHONE, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
______________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
UNIVERSAL CABLE HOLDINGS, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
UNIVERSAL CABLE COMMUNICATIONS, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
__________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
UNIVERSAL CABLE OF BEAVER OKLAHOMA, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
__________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
UNIVERSAL CABLE MIDWEST, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
_________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
WT ACQUISITION CORPORATION
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
__________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
W.K. COMMUNICATIONS, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
_________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
TELEVISION ENTERPRISES, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
_________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
BLACK CREEK COMMUNICATIONS, L.P.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
_________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
BLACK CREEK MANAGEMENT, L.L.C.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
__________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
BUFORD GROUP, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
__________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
FRIENDSHIP CABLE OF TEXAS, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
_________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
BUFORD TELEVISION, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
CORRECTIONAL CABLE TV, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
CALLCOM 24, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
_________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
BUFORD TELEVISION INC. OF FORT SMITH
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
__________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
FRIENDSHIP CABLE OF ARKANSAS, INC.
Dated: October 25, 1999 By: /s/ J. Merritt Belisle
__________________________________
Name: J. Merritt Belisle
Title: Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
16. Letter from Ernst & Young LLP.
99.1 Press Release, dated October 14, 1999.
99.2 Press Release, dated October 20, 1999.
EXHIBIT 16.
October 25, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated October 25, 1999, of
Classic Cable, Inc. and are in agreement with the statements contained in
the first three paragraphs on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
EXHIBIT 99.1
CLASSIC COMMUNICATIONS, INC. TO ACQUIRE
STAR CABLE SYSTEMS
Austin Texas, October 14, 1999 - Classic Communications, Inc.,
today announced it has reached an agreement with Star Cable Associates to
purchase all of the systems currently owned by Star Cable for approximately
$130 million in cash and stock. Star Cable owns 37 systems in Louisiana,
Texas and Ohio and serves approximately 57,000 subscribers. The Company
believes that Star Cable represents a good strategic fit with its current
operations.
Classic Communications, Inc., based in Austin, Texas, has
approximately 360,000 subscribers in non-metropolitan markets in Texas,
Kansas, Oklahoma, Louisiana, Nebraska, Missouri, Arkansas, Colorado and New
Mexico.
Brera Capital Partners Limited Partnership owns, through a
subsidiary, 64.4% of Classic Communications, Inc. Brera Capital Partners
Limited Partnership, a $650 million private equity investment fund based in
New York City, invests in a very limited number of companies in a few
selected industries including telecommunications, financial services and
outsourcing. Brera Capital Partners Limited Partnership seeks to build
value by bringing to each investment proven experience in building
successful companies, a spirit of true partnership with management in
ownership and governance and an unconditional commitment to always do what
is right for the company.
# # #
CONTACT:
Steven E. Seach
President and CFO
Classic Communications, Inc.
512-476-9095
EXHIBIT 99.2
CLASSIC COMMUNICATIONS, INC. FILES REGISTRATION STATEMENT
WITH THE SEC FOR A PUBLIC OFFERING OF
SHARES OF CLASS A COMMON STOCK
Austin, Texas, October 20, 1999 Classic Communications, Inc.
announced today that it filed a registration statement with the Securities
and Exchange Commission on October 19, 1999 for an initial public offering
of $175 million of its Class A common stock.
Application will be made to approve the common stock for
quotation on the Nasdaq National Market under the proposed symbol "CLSC."
The net offering proceeds would be used to reduce existing
borrowings and partially fund the previously announced acquisition of all
of the systems owned by Star Cable.
Goldman, Sachs & Co., Merrill Lynch & Co. and Donaldson, Lufkin &
Jenrette will act as managers of the offering.
As previously announced, Classic Communications, Inc. has entered
into an agreement to purchase 37 systems, serving approximately 57,000
subscribers, from Star Cable Associates. The systems are located in Texas,
Louisiana and Ohio.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy nor will there be any sale of these securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Classic Communications, Inc., based in Austin, Texas, has
approximately 360,000 subscribers in non-metropolitan markets in Texas,
Kansas, Oklahoma, Nebraska, Missouri, Arkansas, Louisiana, Colorado and New
Mexico. Brera Capital Partners Limited Partnership owns, through a
subsidiary, 64.4% of Classic Communications, Inc. Brera Capital Partners
Limited Partnership, a $650 million private equity investment fund based in
New York City, invests in a very limited number of companies in a few
selected industries including telecommunications, financial services and
outsourcing.
CONTACT:
Steven E. Seach
President and CFO
Classic Communications, Inc.
512-476-9095
