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: July 22, 1997
(Date of earliest event reported)
FALCON CLASSIC CABLE INCOME PROPERTIES, L.P.,
a California limited partnership
(Exact name of registrant as specified in its charter)
California Commission File: 95-4200409
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(State or other jurisdiction 0-18266 (I.R.S. Employer
of incorporation or identification No.)
organization)
10900 Wilshire Boulevard, 15th Floor
Los Angeles, California 90024
(Address of principal executive offices, including zip code)
(310) 824-9990
(Registrant's phone number, including area code)
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Item 5. Other Events
On July 7, 1997, July 11, 1997 and on or about July 18, 1997, JJJ Group,
L.L.C., Madison Partnership Liquidity Investors 36, L.L.C. and Peachtree
Partners, respectively and separately, each disseminated a letter stating its
interest in acquiring units of limited partnership interests in Falcon Classic
Cable Income Properties, L.P. (the "Registrant") for a price of $550, $440 and
$605 per unit, respectively. These offers were made without the consent or
involvement of the Registrant's General Partner. The General Partner has
considered each offer, concluded that each is inadequate and, accordingly,
recommended that limited partners not accept any of the offers. Pursuant to Rule
14e-2 promulgated under the Securities Exchange Act of 1934, as amended, this
recommendation and the General Partner's bases therefor were conveyed to limited
partners in a letter dated July 22, 1997 which is filed as an exhibit hereto and
incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(c) Exhibits
5.1 Letter to Limited Partners dated July 22, 1997.
* * * *
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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.
FALCON CLASSIC CABLE INCOME PROPERTIES,L.P.
a California limited partnership
By: Falcon Classic Cable Investors,L.P.
General Partner
By: Falcon Holding Group, L.P.
General Partner
By: Falcon Holding Group, Inc.
General Partner
Date: July 22, 1997. By: /s/ Michael K. Menerey
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Michael K. Menerey
Chief Financial Officer
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Sequentially
Numbered
Exhibit Description Page
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5.1 Letter to Limited 5
Partners dated
July 22, 1997
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(Falcon Classic Letterhead)
July 22, 1997
Dear Limited Partner:
Falcon Classic Cable Income Properties, L.P. (the "Partnership") has become
aware that three separate unsolicited offers were commenced by:
1. JJJ Group, L.L.C. ("JJJ Group") for up to 1,500 units (representing
approximately 2.0% of the outstanding units in the Partnership), at a price
of $550 per Unit, in a letter dated July 7, 1997;
2. Madison Partnership Liquidity Investors 36, L.L.C. ("Madison") for
up to approximately 3,500 units (representing approximately 4.9% of the
outstanding units in the Partnership), at a price of $440 per Unit, in a
letter dated July 11, 1997; and
3. Peachtree Partners ("Peachtree") for up to approximately 3,200
units (representing approximately 4.5% of the outstanding units in the
Partnership), at a price of $605 per Unit.
These offers were made without the consent or the involvement of the
General Partner. We have considered each offer, and believe that each is
inadequate and not in your best interest to accept.
Accordingly, the General Partner's recommendation is that you reject the
above offers. In evaluating the offers, the General Partner believes that its
limited partners should consider the following information:
* As previously reported to you in a letter dated June 24, 1997, we
advised you of the decision of the general partner and its affiliates to
exercise their purchase rights to acquire the Partnership's cable systems
pursuant to the terms of the partnership agreement. Consistent with the
appraisal process, the purchase price for the assets of the Partnership
will be $82,000,000 in cash. Accordingly, on June 24, 1997, the Partnership
and the acquiring entities entered into an Asset Purchase Agreement and
have commenced the process of obtaining the necessary regulatory and other
related approvals to complete the transaction. Closing of the transaction
is subject to the receipt of required consents and approvals, satisfactory
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financing arrangements and similar matters and, accordingly, there can be
no assurance that the sale will take place unless and until those
conditions are satisfied.
* Based on the appraised value of $82,000,000, and assuming a
hypothetical liquidation of the Partnership had taken place on March 31,
1997, the estimated cash distribution to unitholders would have been
approximately $867 per unit (the "Hypothetical Estimated Per Unit
Distribution") (based upon 71,879 Units outstanding). The Hypothetical
Estimated Per Unit Distribution was calculated assuming net liabilities on
the balance sheet of the Partnership, excluding property, plant and
equipment and intangible assets ("Net Liabilities") of approximately
$19,000,000 (as of March 31, 1997), represented the only payments, other
than certain reserved expenses, that would have been required to be made by
the Partnership prior to the distribution of cash to unitholders. The
Hypothetical Estimated Per Unit Distribution is presented for illustrative
purposes only and does not necessarily represent amounts the Partnership
could have distributed to unitholders on March 31, 1997 or any date
thereafter. The actual distribution will vary depending on, among other
things, the date of the actual dissolution of the Partnership and related
distribution to the unitholders.
Based on this recent development, the General Partner recommends that you
NOT transfer, agree to transfer, or tender any units in response to either the
JJJ , Madison or Peachtree offer.
If you have any questions regarding these matters or your investment,
please call our Investor Services Department at (800) 433-4287. We will, of
course, keep you informed of significant events as they develop. We appreciate
the continued support and interest of our Unitholders.
Sincerely,
Falcon Classic Cable Income Properties, L.P.
A California Limited Partnership
cc: Account Representative
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