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) April 20, 1998
FALCON HOLDING GROUP, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
33-60776 95-4408577
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(Commission File Number) (I.R.S. Employer
Identification Number)
10900 WILSHIRE BOULEVARD -15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
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(Address of principal (Zip Code)
executive offices)
(310) 824-9990
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(Registrant's 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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2
Item 5. Other Events
On April 20, 1998, the Registrant commenced a fixed spread cash tender
offer (the "Tender Offer") for all $282.2 million outstanding aggregate
principal amount of its 11% Senior Subordinated Notes due 2003 (the "Notes"). In
conjunction with the Tender Offer, the Registrant also solicited consents (the
"Consent Solicitation") from the holders of the Notes to effect certain
amendments to the indenture governing the Notes. The Registrant announced the
commencement of the Tender Offer and the Consent Solicitation in a press release
on April 20, 1998. The April 20 press release is filed herewith as Exhibit 99.1.
On May 4, 1998, the Registrant set the price per Note to be paid in the
Tender Offer. In addition, as of May 4, the Registrant had received sufficient
consents in the Consent Solicitation to approve the amendments to the indenture
governing the Notes. The press release announcing the Tender Offer price per
Note is filed herewith as Exhibit 99.2.
The Tender Offer expired on May 18, 1998, and the Registrant repurchased
$247.8 million aggregate principal amount of the Notes pursuant to the Tender
Offer on May 19, 1998. The press release announcing the closing of the Tender
Offer is filed herewith as Exhibit 99.3.
The remaining $34.4 million aggregate principal amount of Notes outstanding
will be redeemed by the Registrant prior to October 15, 1998 in accordance with
the indenture governing the Notes. Under such indenture, the Registrant has the
right to 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.
Item 7. Financial Statements and Exhibits
Exhibit 99.1 Press Release dated April 20, 1998
Exhibit 99.2 Press Release dated May 4, 1998
Exhibit 99.3 Press Release dated May 19, 1998
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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 HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.,
General Partner
Dated: June 5, 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
Exhibit No. Description
Exhibit 99.1 Press Release dated April 20, 1998
Exhibit 99.2 Press Release dated May 4, 1998
Exhibit 99.3 Press Release dated May 19, 1998
Exhibit 99.1
FALCON HOLDING GROUP, L.P. COMMENCES OFFER TO PURCHASE AND SOLICITATION
OF CONSENTS FROM HOLDERS OF ITS 11% SENIOR SUBORDINATED NOTES DUE 2003
Los Angeles, CA -- April 20, 1998--Falcon Holding Group, L.P. ("FHGLP")
announced today that it is commencing a fixed spread cash tender offer for all
$282.2 million outstanding principal amount of its 11% Senior Subordinated Notes
due 2003 (the "Notes"). The purchase price for Notes validly tendered and
accepted for purchase will be an amount based on a yield to the first redemption
date equal to a 50 basis point spread over the yield of the 6% U.S. Treasury
Note due September 30, 1998 as of 3:00 p.m., New York City time, on May 1, 1998,
less a consent payment of $ 20 per $ 1,000 principal amount. The tender offer is
scheduled to expire at Noon, New York City time, on May 18, 1998, unless
extended.
In conjunction with the tender offer, FHGLP is also soliciting consents
from the holders of the Notes to effect certain amendments to the indenture
governing the Notes. Holders who provide consents to the proposed amendments
will receive a consent payment of $ 20 per $ 1,000 principal amount of Notes
tendered and accepted for purchase pursuant to the tender offer if they provide
their consents on or prior to 5:00 p.m., New York City time, on May 1, 1998.
Holders who tender Notes in the tender offer are obligated to consent to the
proposed amendments and holders may not deliver consents without tendering their
Notes in the tender offer. Additionally, holders may not revoke consents without
withdrawing from the tender offer the previously tendered Notes to which such
consents relate.
Morgan Stanley Dean Witter is acting on behalf of FHGLP as dealer manager
and solicitation agent, and MacKenzie Partners, Inc. is the information agent
for the tender offer and consent solicitation. The Offer to Purchase and Consent
Solicitation Statement dated April 20, 1998 and related documentation can be
obtained from MacKenzie Partners, Inc. by calling toll free (800) 322-2885.
This announcement is not an offer to purchase, a solicitation of an offer
to purchase, or a solicitation of consents with respect to the Notes. The tender
offer and consent solicitation is made solely by the Offer to Purchase and
Consent Solicitation Statement dated April 20, 1998.
The tender offer and consent solicitation are conditioned upon, among other
things, the valid tender of at least a majority in aggregate principal amount of
the Notes outstanding.
This press release contains certain forward-looking statements regarding
the intents, beliefs or current expectations of FHGLP with respect to various
matters. These forward-looking statements are based on information currently
available to FHGLP as of the date of this release and FHGLP assumes no
obligation to update any such statements. It is important to note that these
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties.
FHGLP owns or manages cable television systems in 26 states. FHGLP owns
cable television systems (the "Owned Systems") in 23 states, principally in
California, Oregon, Missouri, Georgia, Texas, North Carolina and Alabama. As of
December 31, 1997, the Owned Systems passed approximately 938,000 homes and
served approximately 563,000 basic subscribers. FHGLP also holds varying equity
interests in and manages certain other cable television systems (the "Affiliated
Systems") in 16 states, including North Carolina, Kentucky, Illinois, Washington
and Tennessee. As of December 31, 1997, the Affiliated Systems passed
approximately 331,000 homes and served approximately 214,000 basic subscribers.
INVESTOR CONTACT: Michael K. Menerey
Executive Vice President and Chief Financial
Officer
(626) 844-1700
Exhibit 99.2
FALCON HOLDING GROUP, L.P. ANNOUNCES TENDER OFFER PRICE FOR
ITS 11% SENIOR SUBORDINATED NOTES DUE 2003
Los Angeles, CA -- May 4, 1998--Falcon Holding Group, L.P. ("FHGLP")
announced today the price per $1,000 principal amount (the "Price") of its 11%
Senior Subordinated Notes due 2003 (the "Notes") to be paid in its fixed spread
tender offer for all $282.2 million outstanding principal amount of the Notes.
The Price for Notes validly tendered and accepted for purchase will be
$1,070.08, which amount includes a consent payment of $ 20 per $1,000 principal
amount but excludes any accrued interest on the Notes. The tender offer is
scheduled to expire at Noon, New York City time, on May 18, 1998, unless
extended, and holders of Notes who validly tender their Notes for purchase after
May 1, 1998 will not receive the consent payment.
In conjunction with the tender offer, FHGLP is also soliciting consents
from the holders of the Notes to effect certain amendments to the indenture
governing the Notes. Holders who tender Notes in the tender offer are obligated
to consent to the proposed amendments and holders may not deliver consents
without tendering their Notes in the tender offer. As of today, FHGLP has
received sufficient consents to approve the amendments to the indenture.
Morgan Stanley Dean Witter is acting on behalf of FHGLP as dealer manager
and solicitation agent, and MacKenzie Partners, Inc. is the information agent
for the tender offer and consent solicitation. The Offer to Purchase and Consent
Solicitation Statement dated April 20, 1998 and related documentation can be
obtained from MacKenzie Partners, Inc. by calling toll free (800) 322-2885.
This announcement is not an offer to purchase, a solicitation of an offer
to purchase, or a solicitation of consents with respect to the Notes. The tender
offer and consent solicitation is made solely by the Offer to Purchase and
Consent Solicitation Statement dated April 20, 1998.
FHGLP owns or manages cable television systems in 26 states. FHGLP owns
cable television systems (the "Owned Systems") in 23 states, principally in
California, Oregon, Missouri, Georgia, Texas, North Carolina and Alabama. As of
December 31, 1997, the Owned Systems passed approximately 938,000 homes and
served approximately 563,000 basic subscribers. FHGLP also holds varying equity
interests in and manages certain other cable television systems (the "Affiliated
Systems") in 16 states, including North Carolina, Kentucky, Illinois, Washington
and Tennessee. As of December 31, 1997, the Affiliated Systems passed
approximately 331,000 homes and served approximately 214,000 basic subscribers.
INVESTOR CONTACT: Michael K. Menerey
Executive Vice President and Chief Financial
Officer
(626) 844-1700
Exhibit 99.3
FALCON HOLDING GROUP, L.P. ANNOUNCES CLOSING OF ITS OFFER TO
PURCHASE ITS 11% SENIOR SUBORDINATED NOTES DUE 2003
Los Angeles, CA -- (BUSINESS WIRE) -- May 19, 1998--Falcon Holding Group,
L.P. ("FHGLP") Tuesday announced that it had repurchased approximately $247.8
million aggregate principal amount of its 11% Senior Subordinated Notes due 2003
(the "Notes") for an aggregate purchase price of $270.3 million pursuant to a
fixed spread tender offer for all outstanding Notes.
The Notes tendered represent approximately 88 percent of the Notes
outstanding. The tender offer commenced on April 20, 1998 and expired at noon,
New York City time, on May 18, 1998.
In conjunction with the tender offer, FHGLP also solicited consents from
the holders of the Notes to effect certain amendments to the indenture governing
the Notes. Holders who tendered Notes in the tender offer were obligated to
consent to the proposed amendments, and FHGLP had received sufficient consents
to approve the amendments to the indenture as of May 4, 1998.
The amendments were effectuated by a supplemental indenture to the
indenture governing the Notes, which also became effective on May 18, 1998.
All Notes not validly tendered and repurchased in the tender offer will be
redeemed by FHGLP prior to October 15, 1998 in accordance with the indenture
governing the Notes. Under the indenture governing the Notes, FHGLP has the
right to 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.
This announcement is not a notice of redemption, an offer to purchase or a
solicitation of an offer to purchase the Notes. The redemption of the remaining
outstanding Notes will be made by a separate communication prior to October 15,
1998.
FHGLP owns or manages cable television systems in 26 states. FHGLP owns
cable television systems (the "Owned Systems") in 23 states, principally in
California, Oregon, Missouri, Georgia, Texas, North Carolina and Alabama. As of
March 31, 1998, the Owned Systems passed approximately 1,008,000 homes and
served approximately 607,000 basic subscribers.
FHGLP also holds varying equity interests in and manages certain other
cable television systems (the "Affiliated Systems") in 14 states, including
Sorth Carolina, Kentucky, Illinois, Washington and Tennessee. As of March 31,
1998, the Affiliated Systems passed approximately 262,000 homes and served
approximately 170,000 basic subscribers.
CONTACT: Falcon Holding Group L.P., Los Angeles
Dan T. Do, (626) 844-1700
