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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 4, 2000
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CC VII HOLDINGS, LLC
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FALCON FUNDING CORPORATION
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(Exact name of registrants as specified in their charters)
Delaware
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California
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(State or Other Jurisdiction of Incorporation or Organization)
033-60776 43-1854210
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333-55755 95-4681480
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(Commission File Numbers) (Federal Employer
Identification Numbers)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrants' telephone number, including area code) (314) 965-0555
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ITEM 5. OTHER ITEMS.
8.375% Senior Debentures
Pursuant to a change of control offer, 317,375 of the Registrants'
8.375% Senior Debentures due 2010 (the "Debentures") (each with a $1,000 face
amount) were validly tendered.
The Debentures were repurchased at 101% of their principal amount, plus
accrued and unpaid interest thereon through February 4, 2000. The aggregate
repurchase price was $328.6 million and was funded with equity contributions
from Charter Communications Holdings, LLC (Charter Holdings), a wholly owned
subsidiary of Charter Communications Holding Company, LLC, which made the cash
available from the proceeds of its sale of $1.5 billion of high yield notes in
January 2000 (the "January 2000 Notes").
In addition to the above change of control repurchase, the Registrants
have repurchased 57,595 Debentures in the "open market" for $59.3 million, also
using cash received from equity contributions ultimately from Charter Holdings
from a portion of the proceeds from its sale of the January 2000 Notes. 30
Debentures with a face value of $30,000 at February 18, 2000 remain outstanding.
9.285% Senior Discount Debentures
Pursuant to another change of control offer, 230,012 of the
Registrants' 9.285% Senior Discount Debentures due 2010 (the "Discount
Debentures") (each with a $1,000 face amount at maturity) were validly tendered.
The Debentures were repurchased at 101% of their accreted value as of
February 4, 2000. The aggregate repurchase price was $173.8 million and was
funded with equity contributions from Charter Holdings, which made the cash
available from the proceeds of its sale of the January 2000 Notes.
In addition to the change of control repurchase, the Registrants have
repurchased 204,835 Discount Debentures in the "open market" for $154.0 million,
also using cash received from equity contributions ultimately from Charter
Holdings from a portion of the proceeds from its sale of the January 2000 Notes.
403 Discount Debentures with an accreted value of $303,000 at February 18, 2000
remain outstanding.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
CC VII HOLDINGS, LLC
FALCON FUNDING CORPORATION
Dated February 18, 2000 By: /s/ KENT D. KALKWARF
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Name: Kent D. Kalkwarf
Title: Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
