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) September 14, 1998
FALCON HOLDING GROUP, L.P.
FALCON FUNDING CORPORATION
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(Exact Name of Registrants as Specified in Their Charters)
DELAWARE
CALIFORNIA
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(State or Other Jurisdiction of Incorporation or Organization)
333-55755 95-4408577
333-55755-01 95-4681480
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(Commission File Numbers) (I.R.S. Employer Identification Numbers)
10900 WILSHIRE BOULEVARD -15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
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(Address of Principal Executive Offices) (Zip Code)
(310) 824-9990
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(Registrants' telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
In a press release dated September 14, 1998, Falcon Holding Group, L.P.
("FHGLP") and Falcon Funding Corporation ("FFC", and together with FHGLP, the
"Issuers") announced consummation of their registered offer to exchange Series B
8.375% Senior Debentures due 2010 of the Issuers and Series B 9.285% Senior
Discount Debentures due 2010 of the Issuers for all outstanding Series A 8.375%
Senior Debentures due 2010 of the Issuers and all outstanding Series A 9.285%
Senior Discount Debentures due 2010 of the Issuers, respectively. A copy of the
September 14 press release is being filed as exhibit 99.1 to this report.
In a press release dated September 15, 1998, FHGLP announced that is
was redeeming all remaining outstanding 11% Senior Subordinated Notes due 2003
(the "Notes") of FHGLP in accordance with the indenture governing the Notes. A
copy of the September 15 press release is being filed as exhibit 99.2 to this
report.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Press Release dated September 14, 1998
99.2 Press Release dated September 15, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FALCON HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.,
General Partner
Dated: September 15, 1998 By: /s/ MICHAEL K. MENEREY
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Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer
FALCON FUNDING CORPORATION
Dated: September 15, 1998 By: /s/ MICHAEL K. MENEREY
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Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer
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EXHIBIT INDEX
99.1 Press Release dated September 14, 1998.
99.2 Press Release dated September 15, 1998.
EXHIBIT 99.1
CONTACT: Dan T. Do
Director of Investor Relations
(626) 844-1700
FALCON HOLDING GROUP, L.P. AND FALCON FUNDING CORPORATION
CONSUMMATE EXCHANGE OFFER
Los Angeles, CA - September 14, 1998 - Falcon Holding Group, L.P. and
Falcon Funding Corporation (the "Issuers") today announced that the Issuers'
registered exchange offer of (i) $375,000,000 aggregate original principal
amount of the Issuers' 8.375% Series B Senior Debentures due 2010 (CUSIP No.
30606P AC3) (the "Exchange Senior Debentures") for $375,000,000 aggregate
original principal amount of the Issuers' 8.375% Series A Senior Debentures due
2010 (CUSIP Nos. 30606P AA7, 30606P AB5 and U30589 AA0) (the "Old Senior
Debentures"), and (ii) $435,250,000 aggregate original principal amount at
maturity of the Issuers' 9.285% Series B Senior Discount Debentures due 2010
(CUSIP No. 30606P AF6) (the " Exchange Senior Discount Debentures") for
$435,250,000 aggregate original principal amount at maturity of the Issuers'
9.285% Series A Senior Discount Debentures due 2010 (CUSIP Nos. 30606P AD1 and
U30589 AB8) (the "Old Senior Discount Debentures") expired at 5:00 p.m., New
York City time, on Thursday, September 10, 1998 in accordance with its terms.
The Issuers have accepted the tender of all $375,000,000 aggregate
original principal amount of the Old Senior Debentures and all $435,250,000
aggregate original principal amount at maturity of the Old Senior Discount
Debentures which were tendered. In addition, the Issuers have instructed the
trustee, United States Trust Company of New York, with respect to the 8.375%
Series B Senior Debentures due 2010 and the 9.285% Series B Senior Discount
Debentures due 2010, to prepare and authenticate $375,000,000 in aggregate
principal amount of the Exchange Senior Debentures and $435,250,000 in aggregate
principal amount at maturity of the Exchange Senior Discount Debentures.
Falcon Holding Group, L.P. (the "Partnership") owned and managed cable
television systems in 26 states. The Partnership owns cable television systems
(the "Owned Systems") in 23 states, principally in California, Oregon, Missouri,
Georgia, Texas, North Carolina and Alabama. As of June 30, 1998, the Owned
Systems passed approximately 1,020,000 homes and served approximately 636,000
basic subscribers and 164,000 premium service units. The Partnership also holds
varying equity interests in and manages certain other cable television systems
(the "Affiliated Systems") in 14 states, including South Carolina, Kentucky,
Illinois, Washington and Tennessee. As of June 30, 1998, the Affiliated Systems
passed approximately 257,000 homes and served approximately 171,000 basic
subscribers and 49,000 premium service units.
EXHIBIT 99.2
CONTACT: Dan T. Do
Director of Investor Relations
(626) 844-1700
FALCON HOLDING GROUP, L.P. TO REDEEM ALL REMAINING OUTSTANDING
11% SENIOR SUBORDINATED NOTES DUE 2003
Los Angeles, CA - September 15, 1998 - Falcon Holding Group, L.P. (the
"Partnership") today announced that it will redeem all of its remaining
outstanding 11% Senior Subordinated Notes due 2003 (CUSIP Nos. 306064 AB2 and
306064 AA4)(the "Notes"). The aggregate outstanding principal amount of the
Notes is approximately $34.4 million. The indenture governing the Notes provides
that the Partnership may redeem all or a portion of the Notes on or after
September 15, 1998 at 105.5% of the outstanding principal amount, plus accrued
interest to the redemption date (the "Redemption Price").
The Partnership has set September 15, 1998 as the redemption date and
deposited money sufficient to pay the aggregate Redemption Price with United
States Trust Company of New York as paying agent (the "Paying Agent"). Interest
on the Notes will cease to accrue on and after the redemption date. Payment of
the Redemption Price will be made upon surrender of the Notes, duly endorsed to
the Partnership, accompanied by a properly completed letter of transmittal to
the Paying Agent. The letter of transmittal and the accompanying notice of
redemption (together, the "Redemption Notice") were sent to holders of the Notes
on or about August 11, 1998. Copies of the Redemption Notice can be obtained
from the Paying Agent by calling 1-800-548-6565.
The Partnership owns and manages cable television systems in 26 states.
The Partnership owns cable television systems (the "Owned Systems") in 23
states, principally in California, Oregon, Missouri, Georgia, Texas, North
Carolina and Alabama. As of June 30, 1998, the Owned Systems passed
approximately 1,020,000 homes and served approximately 636,000 basic subscribers
and 164,000 premium service units. The Partnership also holds varying equity
interests in and manages certain other cable television systems (the "Affiliated
Systems") in 14 states, including South Carolina, Kentucky, Illinois, Washington
and Tennessee. As of June 30, 1998, the Affiliated Systems passed approximately
257,000 homes and served approximately 171,000 basic subscribers and 49,000
premium service units.
