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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 27, 1998
Falcon Classic Cable Income Properties, L.P.
(Exact Name of Registrant as Specified in its Charter)
California 000-18266 95-4200409
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10900 Wilshire Blvd., 15th Floor, Los Angeles, California 90024
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 824-9990
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Item 5. Other Events.
As previously reported in a Form 8-K dated March 16, 1998, the sale of
Falcon Classic Cable Income Properties, L.P.'s (the "Registrant") cable assets
closed with the exception of the cable system operated in the City of Somerset,
Kentucky. The cable assets sold represented 92.4% of the total cable assets
owned by the Registrant. The proceeds of the sale (less all applicable
adjustments, allocations, bank debt, liabilities, and reductions) have been
distributed to the limited partners pursuant to the terms of the Partnership
Agreement. A letter to the limited partners from the Registrant, dated March 20,
1998, explaining the distribution, was included with the distribution (the
"Letter"). A copy of the Letter is attached hereto as Exhibit 5.1 and
incorporated herein by this reference.
The completed sale and the ultimate disposition of the Registrant's
remaining cable system asset are explained in greater detail in the Registrant's
Form 8-K dated March 16, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
5.1 Letter to Limited Partners dated March 20, 1998.
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.
By: Falcon Classic Cable Investors, L.P.
General Partner
By: Falcon Holding Group, L.P.
General Partner
By: Falcon Holding Group, Inc.
General Partner
By: /s/ Michael K. Menerey
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Michael K. Menerey
Chief Financial Officer
Date: March 27, 1998
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March 20, 1998
Dear Falcon Classic Cable Income Properties, L.P. Unitholder:
The enclosed check is your share of Falcon's recent sale of all of its
cable television system assets except for the system serving the City of
Somerset, Kentucky, including interest from January 1, 1998, as required by the
Settlement Agreement. The enclosed amount was calculated as follows:
Purchase Price for All Systems Other than the City of Somerset, Kentucky
(92.4% of the Total Transaction)
Less Applicable Reductions, Adjustments, Bank Debt, Liabilities, and Allocations
Pursuant to the Partnership Agreement and the Settlement Agreement
Plus Interest on 92.4% of the Net Purchase Price, at the Rate of 10% per Annum,
from January 1, 1998, as Required by the Settlement Agreement
Less The Portion of the Settlement Notice Costs, Class Counsel's Attorneys' Fees
and Costs and the Portion of the Representative Plaintiff's Incentive
Award Attributable to the Interest on the Net Purchase Price Portion of
the Settlement Agreement
Less The General Partner's Share of the Asset Sale Proceeds (1%)
Less Any Applicable Individual Tax Withholding Requirements
In addition to the enclosed amount, we understand that the attorneys
representing the class ("Class Counsel") in the settled class action litigation
(the "Settlement Class") are holding approximately $900,000 in escrow for the
Settlement Class (the "Settlement Fund"). With exceptions and conditions listed
in the Settlement Agreement, the Settlement Class consists of all Falcon Classic
Cable Income Properties, L.P. Unitholders as of June 30, 1997. We understand
that the Settlement Fund, currently invested in United States Treasury Bills,
will be distributed when the Judgment becomes Final. The Settlement Class and
the term "Final" are defined in the Stipulation of Settlement, dated as of
December 31, 1997, and filed as an exhibit to the Form 8-K dated January 12,
1998. We understand that Class Counsel currently intends to distribute the
Settlement Fund in late May or early June 1998.
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Falcon Classic Cable Income Properties, L.P. Unitholder
March 20, 1998
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As of March 9, 1998, Falcon's sole remaining cable system asset is the
cable system serving the City of Somerset, Kentucky (the "City"). This asset
represents 7.6% of the total transaction. To date, the requisite regulatory
approvals have not been obtained from the City. These approvals are required to
complete the sale of the City's cable system. Falcon will continue to negotiate
with the City in hopes of procuring the necessary approvals. At this time, we
are unable to predict if or when these approvals will be obtained. If these
approvals are received on or before September 30, 1998, Falcon will complete the
sale and the Limited Partners of record at the time of sale will receive a
further distribution, subject to individual tax withholding and certain
settlement cost deductions, of approximately $6,260,000. This amount includes
asset sale proceeds as well as the remainder of the interest required by the
Settlement Agreement. This amount is only an estimate and may vary depending on
transaction costs and expenses and liabilities incurred prior to distribution.
Pursuant to the Settlement Agreement, if Falcon is able to close the sale within
the time allotted, additional funds will be transferred to the Settlement Fund
held by Class Counsel for distribution to the Settlement Class. If Falcon is
unable to secure the necessary approvals in the time allotted, it may explore
alternative liquidation options, including, among other things, sale to a third
party. Falcon is unable to estimate, at this time, the likely eventual
distribution to the Limited Partners if Falcon is forced to utilize alternative
liquidation options.
Sincerely,
Falcon Classic Cable Income Properties, L.P.
