UNIVERSAL CABLE HOLDINGS INC, S-4/A, 1999-08-31

UNIVERSAL CABLE HOLDINGS INC
S-4/A, 1999-08-31

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1999

REGISTRATION NO. 333-63643
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------

AMENDMENT NO. 10

TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

---------------------

CLASSIC CABLE, INC.
(Exact name of registrant as specified in its charter)
For a list of Co-Registrants, refer to the page immediately following this page.
---------------------

<TABLE>
<S> <C> <C>
DELAWARE 4841 74-2750981
(State or other jurisdiction of (Primary Standard Industrial I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

515 CONGRESS AVENUE
SUITE 2626
AUSTIN, TEXAS 78701
512/476-9095
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

---------------------

J. MERRITT BELISLE
CHIEF EXECUTIVE OFFICER
CLASSIC CABLE, INC.
515 CONGRESS AVENUE
SUITE 2626
AUSTIN, TEXAS 78701
512/476-9095
(Name, address including zip code, and telephone number, including area code, of
agent for service)

---------------------

<TABLE>
<S> <C>
Copies of all communications to:
TIMOTHY E. YOUNG, ESQ. BRUCE A. CHEATHAM, ESQ.
WINSTEAD SECHREST & MINICK P.C. WINSTEAD SECHREST & MINICK P.C.
100 CONGRESS AVE., SUITE 800 1201 ELM STREET, SUITE 5400
AUSTIN, TEXAS 78701 DALLAS, TEXAS 75270
512/370-2804 214/745-5213
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

TABLE OF CO-REGISTRANTS

<TABLE>
<CAPTION>
PRIMARY STANDARD
INDUSTRIAL IRS EMPLOYER
STATE OF CLASSIFICATION IDENTIFICATION
NAME ORGANIZATION CODE NUMBER NUMBER
---- ------------ ---------------- --------------
<S> <C> <C> <C>
Classic Cable Holding, Inc.................................. Delaware 4841 74-2807609
Ponca Holdings, Inc......................................... Delaware 4841 76-0337883
Classic Telephone, Inc...................................... Delaware 4841 75-2590205
Universal Cable Holdings, Inc............................... Delaware 4841 75-2077867
Universal Cable Communications, Inc. ....................... Delaware 4841 84-0913858
Universal Cable of Beaver Oklahoma, Inc. ................... Delaware 4841 75-2243788
Universal Cable Midwest, Inc. .............................. Delaware 4841 75-2205815
WT Acquisition Corporation.................................. Delaware 4841 74-2644608
W.K. Communications, Inc.................................... Kansas 4841 48-1037491
Television Enterprises, Inc................................. Texas 4841 74-1532349
Black Creek Communications, L.P............................. Delaware 4841 74-2881867
Black Creek Management, L.L.C............................... Delaware 4841 74-2881870
Buford Group, Inc........................................... Texas 4841 75-1988843
Friendship Cable of Texas, Inc.............................. Texas 4841 75-2237583
Buford Television, Inc...................................... Texas 4841 75-1020533
Correctional Cable TV, Inc.................................. Texas 4841 75-2443515
CallCom 24, Inc............................................. Texas 4841 75-2774129
Buford Television Inc. of Fort Smith........................ Arkansas 4841 71-0441918
Friendship Cable of Arkansas, Inc........................... Texas 4841 71-0634055
</TABLE>
<PAGE> 3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") grants each corporation organized thereunder, such as the Registrant,
the power to indemnify its directors and officers against liabilities for
certain of their acts. Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized thereunder, such as
the Registrant, eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for certain breaches of
fiduciary duty as a director except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit. Article Eighth of the Registrant's Certificate of
Incorporation has eliminated the personal liability of directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL.

Article 11 of the Registrant's Certificate of Incorporation provides as
follows: The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(whether or not by or in the right of the Corporation) by reason of the fact
that he is or was a director, officer, employee, or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), liability, loss,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding to the fullest extent
permitted by either (i) any applicable law in effect on the date of
incorporation of the Corporation, or (ii) any law which becomes effective during
the existence of the Corporation and which is applicable to it.

Article 8 of the Registrant's By-Laws provides as follows: To the extent
permitted by law, the Corporation shall indemnify any person against any and all
judgments, fines, amounts paid in settling or otherwise disposing of actions or
threatened actions, and expenses in connection therewith, incurred by reason of
the fact that he, his testator or intestate is or was a director or officer of
the Corporation or of any other corporation of any type or kind, domestic or
foreign, which he served in any capacity at the request of the Corporation. To
the extent permitted by law, expenses so incurred by any such person in
defending a civil or criminal action or proceeding shall at his request be paid
by the Corporation in advance of the final disposition of such action or
proceeding.

The foregoing statements are subject to the detailed provisions of Section
102(b)(7) of the DGCL, Article 11 of the Certificate of Incorporation of the
Registrant and Article 8 of the By-Laws of the Registrant, as applicable.

The foregoing discussion is qualified in its entirety by reference to the
DGCL and the Registrant's Certificate of Incorporation and By-Laws.

II-1
<PAGE> 4

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
2.1 -- Securities Purchase Agreement among Classic Cable, Inc.
and Buford Group, Inc. dated as of May 11, 1999.
3.1 -- Classic Cable, Inc. Certificate of Incorporation dated
April 29, 1995.
3.2 -- Classic Cable, Inc. Bylaws.
3.3 -- Classic Cable Holding, Inc. Certificate of Incorporation
dated December 1, 1996.
3.4 -- Classic Cable Holding, Inc. Bylaws.
3.5 -- Ponca Holdings, Inc. Certificate of Incorporation dated
May 3, 1991, as amended.
3.6 -- Ponca Holdings, Inc. Bylaws.
3.7 -- Classic Telephone, Inc. Certificate of Incorporation
dated November 22, 1994.
3.8 -- Classic Telephone, Inc. Bylaws.
3.9 -- Universal Cable Holdings, Inc. Certificate of
Incorporation dated October 17, 1985, as amended.
3.10 -- Universal Cable Holdings, Inc. Bylaws.
3.11 -- Universal Cable Communications Inc. Certificate of
Incorporation dated June 7, 1983, as amended.
3.12 -- Universal Cable Communications Inc. Bylaws.
3.13 -- Universal Cable of Beaver Oklahoma, Inc. Certificate of
Incorporation dated June 4, 1987, as amended.
3.14 -- Universal Cable of Beaver Oklahoma, Inc. Bylaws.
3.15 -- Universal Cable Midwest, Inc. Certificate of
Incorporation dated February 22, 1989, as amended.
3.16 -- Universal Cable Midwest, Inc. Bylaws.
3.17 -- WT Acquisition Corporation Articles of Incorporation
dated August 14, 1992, as amended.
3.18 -- WT Acquisition Corporation Bylaws.
3.19 -- W.K. Communications, Inc. Certificate of Incorporation
dated June 11, 1987, as amended.
3.20 -- W.K. Communications, Inc. Bylaws.
3.21 -- Television Enterprises, Inc. Certificate of Incorporation
dated August 12, 1965, as amended.
3.22 -- Television Enterprises, Inc. Bylaws.
3.23 -- Black Creek Communications, L.P. Certificate of Limited
Partnership dated May 19, 1998.
3.24 -- Black Creek Communications, L.P. Limited Partnership
Agreement.
3.25 -- Black Creek Management, L.L.C. Articles of Organization
dated May 19, 1998.
3.26 -- Black Creek Management, L.L.C. Regulations.
3.27 -- Buford Group, Inc. Certificate of Incorporation dated
July 24, 1984, as amended.
3.28 -- Buford Group, Inc. Bylaws.
3.29 -- Friendship Cable of Texas, Inc. Articles of Incorporation
dated July 12, 1988, as amended.
3.30 -- Friendship Cable of Texas, Inc. Bylaws.
3.31 -- Buford Television, Inc. Articles of Incorporation dated
June 1, 1959, as amended.
3.32 -- Buford Television, Inc. Bylaws.
3.33 -- CallCom 24, Inc. Articles of Incorporation dated June 9,
1998, as amended.
</TABLE>

II-2
<PAGE> 5

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
3.34 -- CallCom 24, Inc. Bylaws.
3.35 -- Correctional Cable TV, Inc. Articles of Incorporation
dated October 9, 1992.
3.36 -- Correctional Cable TV, Inc. Bylaws.
3.37 -- Friendship Cable of Arkansas, Inc. Articles of
Incorporation dated July 11, 1986, as amended.
3.38 -- Friendship Cable of Arkansas, Inc. Bylaws.
3.39 -- Buford Television, Inc. of Fort Smith Articles of
Incorporation dated September 7, 1972, as amended.
3.40 -- Buford Television Inc. of Fort Smith Bylaws.
4.1 -- Indenture for $125,000,000 9 7/8% Senior Subordinated
Notes due 2008, dated as of July 29, 1998 among Classic
Cable, Inc., as Issuer, and the Subsidiary Guarantors
listed on the Appendix thereto, and Chase Bank of Texas,
National Association, as Trustee.
4.2 -- Form of Global 9 7/8 Senior Subordinated Note due 2008.
4.3 -- Registration Rights Agreement dated as of July 29, 1998,
by and among Classic Cable, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Goldman, Sachs &
Co.
4.4 -- First Supplemental Indenture, dated as of July 28, 1999,
between Classic Cable, Inc., as Issuer, the Subsidiary
Guarantors named thereon, as Guarantors, and Chase Bank
of Texas, National Association, as Trustee.
5.1(a) -- Opinion of Winstead Sechrest & Minick P.C. dated
September 17, 1998 regarding enforceability and issuance
of the securities, including consent.
5.1(b) -- Opinion of Winstead Sechrest & Minick P.C. dated November
10, 1998 regarding enforceability and issuance of the
securities, including consent.
*5.1(c) -- Opinion of Winstead Sechrest & Minick P.C. dated August
30, 1999 regarding the enforceability and issuance of the
securities, including consent.
8.1(a) -- Opinion of Winstead Sechrest & Minick P.C. dated
September 17, 1998 regarding federal income tax matters,
including consent.
8.1(b) -- Opinion of Winstead Sechrest & Minick P.C. dated November
10, 1998 regarding federal income tax matters, including
consent.
*8.1(c) -- Opinion of Winstead Sechrest & Minick P.C. dated August
30, 1999 regarding federal income tax matters, including
consent.
10.1 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and J. Merritt Belisle.
10.2 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and Steven E. Seach.
10.3 -- Employment Agreement, dated as of July 28, 1999, by and
between Classic Communications, Inc., Classic Cable, Inc.
and J. Merritt Belisle.
10.4 -- Employment Agreement, dated as of July 28, 1999, by and
between Classic Communications, Inc., Classic Cable, Inc.
and Steven E. Seach.
10.5 -- Credit Agreement among Classic Cable, Inc. as Borrower,
the Lenders Parties thereto, Union Bank of California,
N.A. and Goldman Sachs Credit Partners L.P. as
Co-Arrangers, Goldman Sachs Credit partners L.P., as
Syndication Agent and Union Bank of California, N.A., as
Administrative and Documentation Agent, dated as of July
29, 1998.
10.6 -- Amended and Restated Credit Agreement, dated July 28,
1999, among Classic Cable, Inc., as Borrower, the Lenders
Parties thereto, Goldman Sachs Credit Partners L.P., as
Lead Arranger and Syndication Agent, The Chase Manhattan
Bank, as Documentation Agent and Union Bank of
California, N.A., as Administrative Agent.
</TABLE>

II-3
<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
10.7 -- Facilities Commitment Letter, dated June 24, 1999,
between Classic Cable, Inc. and Goldman Sachs Credit
Partners L.P.
10.8 -- Asset Purchase Agreement dated May 14, 1998 by and
between Cable One, Inc. and Black Creek Communications,
Inc., as assigned to Black Creek Communications, L.P., as
Purchaser pursuant to that certain Assignment of Asset
Purchase Agreement dated as of June 19, 1998 and as
amended by that certain Amendment No. 1 to Asset Purchase
Agreement dated July 15, 1998.
10.9 -- Investment Agreement dated as of May 24, 1999 between
Brera Classic, LLC and Classic Communications, Inc.
10.10 -- Management and Advisory Fee Agreement dated May 24, 1999.
10.11 -- Stockholder Voting Agreements dated effective May 24,
1999, among Brera Classic, L.L.C. and Austin Ventures,
L.P., BT Capital Partners, Inc., The Texas Growth Fund,
BA SBIC Management, L.L.C., as the successor in interest
to NationsBanc Capital Corp., J. Merritt Belisle, Steven
E. Seach, and Bryan Noteboom.
10.12 -- Stockholders' Agreement, dated as of July 28, 1999, by
and among Classic Communications, Inc., Brera Classic,
LLC and the additional parties named therein.
10.13 -- Registration Rights Agreement, dated as of July 28, 1999,
among Classic Communications, Inc., Brera Classic, LLC,
and the additional parties named therein.
10.14 -- Purchase Agreement, dated July 21, 1999, by and among
Classic Cable, Inc. and Goldman, Sachs & Co., Donaldson,
Lufkin & Jenrette Securities Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
10.15 -- Exchange and Registration Rights Agreement, dated July
28, 1999, by and between Classic Cable, Inc. and Goldman,
Sachs & Co., Donaldson, Lufkin & Jenrette Securities
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
10.16 -- Indenture for $150,000,000 9 3/8% Senior Subordinated
Notes due 2009, dated as of July 28, 1999 between Classic
Cable, Inc., as Issuer, the Guarantors listed on Schedule
1 thereto, and Chase Bank of Texas, National Association,
as Trustee.
10.17 -- Form of Global 9 3/8% Senior Subordinated Note due 2009.
12.1 -- Statement of Earnings to Fixed Charges.
21.1 -- Subsidiaries of Classic Cable, Inc.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Winstead Sechrest & Minick P.C. (included
within Exhibits 5.1 and 8.1 of this Registration
Statement).
23.3 -- Consent of KPMG LLP.
24.1 -- Powers of Attorney (included as part of signature page of
this Registration Statement).
25.1 -- Statement of Eligibility on Form T-1 of Chase Bank of
Texas, National Association, as Trustee, including
consent.
27.1 -- Financial Data Schedule.
99.1 -- Form of Transmittal Letter with respect to the Exchange
Offer.
99.2 -- Form of Notice of Guaranteed Delivery with respect to the
Exchange Offer.
</TABLE>

All other schedules are omitted because the required information is
included in the Consolidated Financial Statements or the Notes thereto or is
otherwise inapplicable.

II-4
<PAGE> 7

ITEM 22. UNDERTAKINGS

(a) The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to this request.

(c) The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement.

(d) The undersigned Registrants hereby undertake as follows: That prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this Registration Statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c), the issues
undertake that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other Items of the applicable form.

(e) The Registrants undertake that every prospectus (i) that is filed
pursuant to paragraph
immediately preceding, or (ii) that purports to meet the requirements of section
10(a)(3) of the Act is used in connection with an offering of securities subject
to Rule 415 (sec. 230.415 of this chapter), will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-5
<PAGE> 8

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(f) The undersigned Registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time was it declared effective.

(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-6
<PAGE> 9

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 10 TO REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF AUSTIN,
STATE OF TEXAS, ON THE 31ST DAY OF AUGUST, 1999.

CLASSIC CABLE, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

/s/ STEVEN E. SEACH President and Chief Financial August 31, 1999
- ----------------------------------------------------- Officer (Principal Financial
Steven E. Seach Officer and Principal
Accounting Officer)
</TABLE>

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-7
<PAGE> 10

SIGNATURES

CLASSIC CABLE HOLDING, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-8
<PAGE> 11

SIGNATURES

PONCA HOLDINGS, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-9
<PAGE> 12

SIGNATURES

CLASSIC TELEPHONE, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-10
<PAGE> 13

SIGNATURES

UNIVERSAL CABLE HOLDINGS, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-11
<PAGE> 14

SIGNATURES

UNIVERSAL CABLE COMMUNICATIONS, INC.

By: /s/ STEVEN E. SEACH
-------------------------------------
Steven E. Seach
President and
Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-12
<PAGE> 15

SIGNATURES

UNIVERSAL CABLE
OF BEAVER OKLAHOMA, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-13
<PAGE> 16

SIGNATURES

UNIVERSAL CABLE MIDWEST, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-14
<PAGE> 17

SIGNATURES

WT ACQUISITION CORPORATION

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-15
<PAGE> 18

SIGNATURES

W.K. COMMUNICATIONS, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal
J. Merritt Belisle Executive Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-16
<PAGE> 19

SIGNATURES

TELEVISION ENTERPRISES, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-17
<PAGE> 20

SIGNATURES

BLACK CREEK COMMUNICATIONS, L.P.
BY: BLACK CREEK MANAGEMENT, L.L.C.
Its General Partner

By: /s/ STEVEN E. SEACH
------------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

*By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-18
<PAGE> 21

SIGNATURES

BLACK CREEK MANAGEMENT, L.L.C.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

* Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

Steven E. Seach, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly executed
by such persons and previously filed.

II-19
<PAGE> 22

SIGNATURES

BUFORD GROUP, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

II-20
<PAGE> 23

SIGNATURES

FRIENDSHIP CABLE OF TEXAS, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

II-21
<PAGE> 24

SIGNATURES

BUFORD TELEVISION, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

II-22
<PAGE> 25

SIGNATURES

CALLCOM 24, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

II-23
<PAGE> 26

SIGNATURES

CORRECTIONAL CABLE TV, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

II-24
<PAGE> 27

SIGNATURES

FRIENDSHIP CABLE OF ARKANSAS, INC.

By: /s/ STEVEN E. SEACH
----------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

II-25
<PAGE> 28

SIGNATURES

BUFORD TELEVISION INC. OF FORT SMITH

By: /s/ STEVEN E. SEACH
------------------------------------
Steven E. Seach,
President and Chief Financial
Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 10 TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ J. MERRITT BELISLE Chief Executive Officer and August 31, 1999
- ----------------------------------------------------- Director (Principal Executive
J. Merritt Belisle Officer)

II-26
<PAGE> 29

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
3.33 -- CallCom 24, Inc. Articles of Incorporation dated June 9,
1998, as amended.
3.34 -- CallCom 24, Inc. Bylaws.
3.35 -- Correctional Cable TV, Inc. Articles of Incorporation
dated October 9, 1992, as amended.
3.36 -- Correctional Cable TV, Inc. Bylaws.
3.37 -- Friendship Cable of Arkansas, Inc. Articles of
Incorporation dated July 11, 1986, as amended.
3.38 -- Friendship Cable of Arkansas, Inc. Bylaws.
3.39 -- Buford Television, Inc. of Fort Smith Articles of
Incorporation dated September 7, 1972, as amended.
3.40 -- Buford Television Inc. of Fort Smith Bylaws.
4.1 -- Indenture for $125,000,000 9 7/8% Senior Subordinated
Notes due 2008, dated as of July 29, 1998 among Classic
Cable, Inc., as Issuer, and the Subsidiary Guarantors
listed on the Appendix thereto, and Chase Bank of Texas,
National Association, as Trustee.
4.2 -- Form of Global 9 7/8 Senior Subordinated Note due 2008.
4.3 -- Registration Rights Agreement dated as of July 29, 1998,
by and among Classic Cable, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Goldman, Sachs &
Co.
4.4 -- First Supplemental Indenture, dated as of July 28, 1999,
between Classic Cable, Inc., as Issuer, the Subsidiary
Guarantors named therein, as Guarantors, and Chase Bank
of Texas, National Association, as Trustee.
5.1(a) -- Opinion of Winstead Sechrest & Minick P.C. dated
September 17, 1998 regarding enforceability and issuance
of the securities, including consent.
*5.1(c) -- Opinion of Winstead Sechrest & Minick P.C. dated August
30, 1999 regarding the enforceability and issuance of the
securities, including consent.
5.1(b) -- Opinion of Winstead Sechrest & Minick P.C. dated November
10, 1998 regarding enforceability and issuance of the
securities, including consent.
8.1(a) -- Opinion of Winstead Sechrest & Minick P.C. dated
September 17, 1998 regarding federal income tax matters,
including consent.
8.1(b) -- Opinion of Winstead Sechrest & Minick P.C. dated November
10, 1998 regarding federal income tax matters, including
consent.
*8.1(c) -- Opinion of Winstead Sechrest & Minick P.C. dated August
30, 1999 regarding federal income tax matters, including
consent.
10.1 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and J. Merritt Belisle.
10.2 -- Employment Agreement dated as of January 31, 1998 by and
between Classic Communications, Inc., Classic Cable, Inc.
and Steven E. Seach.
10.3 -- Employment Agreement, dated as of July 28, 1999, by and
between Classic Communications, Inc., Classic Cable, Inc.
and J. Merritt Belisle.
10.4 -- Employment Agreement, dated as of July 28, 1999, by and
between Classic Communications, Inc., Classic Cable, Inc.
and Steven E. Seach.
10.5 -- Credit Agreement among Classic Cable, Inc. as Borrower,
the Lenders Parties thereto, Union Bank of California,
N.A. and Goldman Sachs Credit Partners L.P. as
Co-Arrangers, Goldman Sachs Credit partners L.P., as
Syndication Agent and Union Bank of California, N.A., as
Administrative and Documentation Agent, dated as of July
29, 1998.
</TABLE>

<PAGE> 31

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<C> <S>
10.6 -- Amended and Restated Credit Agreement, dated July 28,
1999, among Classic Cable, Inc., as Borrower, the Lenders
Parties thereto, Goldman Sachs Credit Partners L.P., as
Lead Arranger and Syndication Agent, The Chase Manhattan
Bank, as Documentation Agent and Union Bank of
California, N.A., as Administrative Agent.
10.7 -- Facilities Commitment Letter, dated June 24, 1999,
between Classic Cable, Inc. and Goldman Sachs Credit
Partners L.P.
10.8 -- Asset Purchase Agreement dated May 14, 1998 by and
between Cable One, Inc. and Black Creek Communications,
Inc., as assigned to Black Creek Communications, L.P., as
Purchaser pursuant to that certain Assignment of Asset
Purchase Agreement dated as of June 19, 1998 and as
amended by that certain Amendment No. 1 to Asset Purchase
Agreement dated July 15, 1998.
10.9 -- Investment Agreement dated as of May 24, 1999 between
Brera Classic, LLC and Classic Communications, Inc.
10.10 -- Management and Advisory Fee Agreement dated May 24, 1999.
10.11 -- Stockholder Voting Agreements dated effective May 24,
1999, among Brera Classic, L.L.C. and Austin Ventures,
L.P., BT Capital Partners, Inc., The Texas Growth Fund,
BA SBIC Management, L.L.C., as the successor in interest
to NationsBanc Capital Corp., J. Merritt Belisle, Steven
E. Seach, and Bryan Noteboom.
10.12 -- Stockholders' Agreement, dated as of July 28, 1999, by
and among Classic Communications, Inc., Brera Classic,
LLC and the additional parties named therein.
10.13 -- Registration Rights Agreement, dated as of July 28, 1999,
among Classic Communications, Inc., Brera Classic, LLC,
and the additional parties named therein.
10.14 -- Purchase Agreement, dated July 21, 1999, by and among
Classic Cable, Inc. and Goldman, Sachs & Co., Donaldson,
Lufkin & Jenrette Securities Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
10.15 -- Exchange and Registration Rights Agreement, dated July
28, 1999, by and between Classic Cable, Inc. and Goldman,
Sachs & Co., Donaldson, Lufkin & Jenrette Securities
Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
10.16 -- Indenture for $150,000,000 9 3/8% Senior Subordinated
Notes due 2009, dated as of July 28, 1999 between Classic
Cable, Inc., as Issuer, the Guarantors listed on Schedule
1 thereto, and Chase Bank of Texas, National Association,
as Trustee.
10.17 -- Form of Global 9 3/8% Senior Subordinated Note due 2009.
12.1 -- Statement of Earnings to Fixed Charges.
21.1 -- Subsidiaries of Classic Cable, Inc.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Winstead Sechrest & Minick P.C. (included
within Exhibits 5.1 and 8.1 of this Registration
Statement).
23.3 -- Consent of KPMG LLP.
24.1 -- Powers of Attorney (included as part of signature page of
this Registration Statement).
25.1 -- Statement of Eligibility on Form T-1 of Chase Bank of
Texas, National Association, as Trustee, including
consent.
27.1 -- Financial Data Schedule.
99.1 -- Form of Transmittal Letter with respect to the Exchange
Offer.
99.2 -- Form of Notice of Guaranteed Delivery with respect to the
Exchange Offer.
</TABLE>

<PAGE> 1
EXHIBIT 5.1(c)

[WINSTEAD, SECHREST & MINICK LETTERHEAD]

August 30, 1998

Classic Cable, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701

Gentlemen:

We have acted as counsel to Classic Cable, Inc. (the "Company") in
connection with the Registration Statement on Form S-4 and the amendments
thereto (as amended, the "Registration Statement") filed with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of $125 million aggregate principal amount
of 9 7/8% Senior Subordinated Notes due 2008 of the Company (the "New Notes")
to be offered and issued by the Company under an Indenture dated as of July 29,
1998 by and among the Company and Chase Bank of Texas, N.A., as Trustee.

We have examined the Indenture, the global notes issued under the
Indenture and such statutes, corporate records and documents, certificates of
corporate and public officials and such other instruments and documents as we
have deemed necessary or appropriate for the purposes of the opinions expressed
herein.

Upon the basis of the foregoing, we are of the opinion that, upon
issuance thereof in the manner described in the Registration Statement the New
Notes will be valid and binding obligations of the Company, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights generally
and by general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-4 and to the reference to this firm
under the heading "Legal Matters" in the Prospectus which is part of the
Registration Statement.

Very truly yours,

WINSTEAD SECHREST & MINICK P.C.

By: /s/ Timothy E. Young
--------------------------------
Timothy E. Young, Shareholder

<PAGE> 1
EXHIBIT 8.1(c)

[WINSTEAD SECHREST & MINICK P.C. LETTERHEAD]

August 30, 1999

Classic Cable, Inc.
515 Congress Avenue, Suite 2626
Austin, Texas 78701

Gentlemen:

We have acted as counsel in connection with the transactions described
in the Registration Statement on Form S-4 and the amendments thereto (as
amended, the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), by Classic Cable, Inc., a Delaware corporation
(the "Company"), and described in the Company's Offer to Exchange 9 7/8% Senior
Subordinated Notes due 2008 (the "New Notes") for all outstanding 9 7/8% Senior
Subordinated Notes due 2008 (the "Old Notes") set forth in the Prospectus (the
"Prospectus") contained within the Registration Statement. Capitalized terms
used but not otherwise defined herein shall have the meaning ascribed thereto
in the Registration Statement.

Our opinion is based on an examination of the Registration Statement,
the Prospectus, and such other documents, corporate records and materials as we
have deemed necessary or appropriate for the purposes of this opinion. We
assume that all transactions relating to the exchange pursuant to the Exchange
Offer will be carried out in accordance with the terms of the governing
documents without any amendments thereto or waiver of any terms thereof, and
that such documents represent the entire agreement of the parties thereto. We
understand the relevant facts to be as follows:

The Old Notes were originally issued and sold on July 29, 1998 in a
transaction not registered under the Securities Act, in reliance upon the
exemptions provided in Rule 144A and Regulation S under the Securities Act.
Accordingly, the Old Notes are generally subject to substantial transfer
restrictions unless such notes are registered pursuant to the Securities Act or
unless an applicable exemption from the registration requirements of the
Securities Act is available. Pursuant to an Exchange and Registration Rights
Agreement dated as of July 29, 1998 (the "Registration Rights Agreement")
between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Goldman Sachs & Co., as initial purchasers (the "Initial Purchasers"), with
respect to the Old Notes, the Company agreed to file within 60 days of the
original issuance of the Old Notes to the Initial Purchasers (the "Issuance
Date") the registered Exchange Offer pursuant to which holders of the Old Notes
would receive, in exchange, the New Notes, which would be issued without
legends restricting the transfer thereof and use its best efforts to cause such
filing to become effective within 150 days after the Issuance Date. Failure of
the Company to comply with the requirements of the Registration Rights
Agreement results in an increase

<PAGE> 2
WINSTEAD SECHREST & MINICK P.C.

Classic Cable, Inc.
August 30, 1999
Page 2

of one-quarter of one percent per annum in the interest rate borne by the Old
Notes. The New Notes will not be subject to such provisions. In general, the
New Notes will be freely transferable after the Exchange Offer without further
registration under the Securities Act. Except as noted above, the terms of the
New Notes are identical to those of the Old Notes.

Based on the foregoing and subject to the assumptions, qualifications
and limitations contained herein, we hereby confirm that the discussion set
forth in the Prospectus under the heading "United States Federal Income Tax
Considerations" constitutes our opinion with respect to the material United
States Federal income tax consequences of the exchange pursuant to the Exchange
Offer, and the ownership and disposition of the Old Notes or the New Notes by
holders who hold such notes as capital assets. The possibility exists that
contrary positions may be taken by the Internal Revenue Service and that a
court may agree with such contrary position.

The foregoing opinion is specific to the transactions and the
documents referred to herein, and is based upon the facts known to us as of the
date hereof.

The foregoing opinion is predicated upon the Internal Revenue Code,
the regulations thereunder, the administrative and judicial interpretations of
the Internal Revenue Code and regulations, in each case as in effect on the
date hereof. Any change in applicable law or in any of the facts or other
assumptions upon which we have relied, may adversely affect such opinion.

We hereby consent to the filing with the Securities and Exchange
Commission of this opinion as an exhibit to the Company's Registration Statement
on Form S-4 relating to the exchange of the Old Notes for the New Notes and to
the reference to our firm under the heading "Legal Matters" in the Prospectus.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

WINSTEAD SECHREST & MINICK P.C.

By: /s/ Timothy E. Young
--------------------------------

Timothy E. Young, Shareholder