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):
March 11, 1996
Falcon Cable Systems Company, a California limited partnership
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
1-9332 95-4108170
(Commission File Number) (IRS Employer Identification No.)
10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA 90024
(Address of principal executive offices) (Zip Code)
(310) 824-9990
(Registrant's Telephone Number)
ITEM 5. OTHER EVENTS.
The Partnership Agreement of Falcon Cable Systems Com-
pany, a California limited partnership (the "Partnership")
provides that Falcon Holding Group, L.P., the Partnership's
general partner (the "General Partner") shall use its best
efforts to cause the Partnership to sell all of the
Partnership's cable systems between December 31, 1991 and
December 31, 1996, the "termination date" of the Partnership.
The Partnership has stated in prior public reports and fil-
ings that, from time to time, it may enter into discussions
regarding the sale of its cable systems to affiliates or
other parties.
In addition, the Partnership Agreement provides the Gen-
eral Partner or its affiliates the right to purchase for cash
substantially all of the Partnership's cable systems at any
time after December 31, 1991 without soliciting unaffiliated
purchasers (the "Purchase Right"). Pursuant to the Part-
nership Agreement, in the event the General Partner or its
affiliates exercise such right, the purchase price will be
determined solely by reference to an "appraised value" deter-
mined pursuant to an appraisal process set forth in the Part-
nership Agreement (the "Appraisal Process"). The Partnership
Agreement provides that the "appraised value" shall be deter-
mined by the average of three appraisal evaluations of the
Partnership's cable systems and provides that one appraiser
is to be selected by the General Partner; one appraiser is to
be selected by a majority vote of the independent members of
the Partnership's advisory committee; and one appraiser is to
be selected by the two appraisers already so chosen. If any
such appraisal is expressed as a range, then in calculating
the average, the minimum amount of such appraisal shall be
used. In the event of a sale of a cable system, including a
sale to the General Partner or its affiliates, the General
Partner will be entitled to a fee equal to 2 1/2% of gross
proceeds from the sale less any amounts paid as brokerage or
similar fees to third parties (the "Sale Fee").
As previously disclosed, the General Partner, in its
exploration of the possibility of exercising the Purchase
Right, initiated the Appraisal Process. Also as previously
disclosed, in accordance with the Appraisal Process, the ap-
praiser to be selected by a majority vote of the independent
members of the Partnership's advisory committee, the ap-
praiser to be selected by the General Partner, and the ap-
praiser selected by the two appraisers so chosen, were each
selected. The three appraisers are, respectively, Malarkey-Taylor
Associates, Inc., Kane-Reece Associates, Inc., and Waller Capital
Corporation (the "Appraisers").
On March 11, 1996, each of the Appraisers delivered sum-
maries of the results of their appraisals (the "Appraisals"),
which are attached hereto as Exhibits 1, 2 and 3, respec-
tively, and are incorporated herein by reference. Based upon
the Appraisals, as of December 31, 1995, the "appraised
value" (as defined in the Partnership Agreement) of all of
the cable systems owned by the Partnership (the "Total Sys-
tems") is $247.57 million (the "Total Systems Appraised
Value"). The Total Systems Appraised Value is calculated as
the average of $283.23 million, $245.80 million, and $213.67
million, the appraised values as of December 31, 1995 of all
of the cable systems owned by the Partnership, as set forth
in the Appraisals delivered by each of Malarkey-Taylor As-
sociates, Inc., Kane-Reece Associates, Inc., and Waller Capi-
tal Corporation, respectively.
Based upon the Total Systems Appraised Value of $247.57
million, and assuming a hypothetical liquidation of the Part-
nership on December 31, 1995 involving the sale of the Total
Systems on that date for an amount equal to the Total Systems
Appraised Value, the estimated cash distribution to unithold-
ers would have been $9.11 per unit (the "Hypothetical Esti-
mated Per Unit Distribution") (based upon 6,398,913 units
outstanding). The Hypothetical Estimated Per Unit Distribu-
tion was calculated assuming (i) net liabilities on the bal-
ance sheet of the Partnership, excluding property, plant and
equipment and intangible assets ("Net Liabilities") of ap-
proximately $183.09 million (as of December 31, 1995) and
(ii) a Sale Fee equal to approximately $6.19 million (2 1/2%
of the Total Systems Appraised Value), each of which the
Partnership Agreement would require be paid prior to the dis-
tribution of any remaining cash to unitholders. The Hypo-
thetical Estimated Per Unit Distribution assumes, which as-
sumption may or may not be correct, that the Net Liabilities
as of December 31, 1995 and the Sale Fee represent the only
payments that would have been required to be made by the
Partnership prior to the distribution of cash to the
unitholders; the Hypothetical Estimated Per Unit Distribution
is presented for illustrative purposes only and does not nec-
essarily represent amounts the Partnership could have dis-
tributed to unitholders on December 31, 1995 or any date
thereafter.
The Appraisals each set forth certain matters considered
by the respective Appraisers. In connection with rendering
their Appraisals, the Appraisers performed a variety of fi-
nancial analyses which are summarized in the respective Ap-
praisals. No limitations were imposed by the Partnership
with respect to the investigations made or the procedures
followed by the Appraisers in rendering their Appraisals.
The General Partner is under no obligation to exercise the
Purchase Right, nor can there be any assurance that the Part-
nership would otherwise be able to sell all or any portion of
its assets at prices consistent with the Total Systems Ap-
praised Value. The Total Systems Appraised Value should ac-
cordingly not be assumed to be a guarantee as to the value of
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limited partnership interests in the Partnership, nor as to
the proceeds that might be realized by the Partnership in
connection with a sale or other disposition of all or any
portion of the assets of the Partnership, whether to the Gen-
eral Partner or otherwise.
As described in the Appraisals, the Appraisals are based
upon numerous sources of information including data supplied
by Falcon, which included certain projections. The Company
does not as a matter of course make public any forecasts as
to its future financial performance. THE PROJECTIONS WERE
PREPARED SOLELY FOR INTERNAL USE AND NOT WITH A VIEW TO PUB-
LIC DISCLOSURE OR COMPLIANCE WITH THE PUBLISHED GUIDELINES OF
THE COMMISSION OR THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS REGARDING PROJECTIONS AND WERE NOT PREPARED WITH
THE ASSISTANCE OF, OR REVIEWED BY, INDEPENDENT ACCOUNTANTS.
SUCH PROJECTIONS WERE PROVIDED TO THE APPRAISERS SOLELY FOR
THE PURPOSES OF THEIR APPRAISALS. NONE OF THE PARTNERSHIP OR
ANY PARTY TO WHOM THE PROJECTIONS WERE PROVIDED ASSUMES ANY
RESPONSIBILITY FOR THE VALIDITY, REASONABLENESS, ACCURACY OR
COMPLETENESS OF THE PROJECTIONS. WHILE PRESENTED WITH NU-
MERICAL SPECIFICITY, THE PROJECTIONS ARE BASED ON A VARIETY
OF ASSUMPTIONS RELATING TO THE BUSINESSES OF THE PARTNERSHIP,
INDUSTRY PERFORMANCE, GENERAL BUSINESS AND ECONOMIC CONDI-
TIONS AND OTHER MATTERS WHICH ARE SUBJECT TO SIGNIFICANT UN-
CERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE
PARTNERSHIP'S CONTROL, AND, THEREFORE, SUCH PROJECTIONS ARE
INHERENTLY IMPRECISE AND THERE CAN BE NO ASSURANCE THAT THEY
WILL BE REALIZED. ALSO, ACTUAL FUTURE RESULTS MAY VARY MATE-
RIALLY FROM THOSE SHOWN IN THE PROJECTIONS. THE PARTNERSHIP
IS NOT UNDER ANY OBLIGATION TO UPDATE THE PROJECTIONS AT ANY
FUTURE TIME.
Each of the Appraisers is a nationally recognized cable
system appraisal firm and is continually engaged in the valu-
ation of cable systems. Each of the appraisers has from time
to time provided valuation services to the Partnership and
its affiliates for which they have received customary compen-
sation.
As previously disclosed, certain affiliates (the "Af-
filiates") of the Partnership and its General Partner, in-
cluding Marc B. Nathanson (the Chairman of the Board, Chief
Executive Officer, President and a director of Falcon Holding
Group, Inc., the General Partner's sole general partner) have
made a preliminary proposal (the "Proposal") to the indepen-
dent members of the Partnership's advisory committee with
respect to an exchange transaction (the "Exchange"). Under
the Proposal, the Exchange would take place immediately prior
to the exercise by the General Partner or its affiliates of
their right to purchase for cash substantially all of the
Partnership's cable systems remaining after giving effect to
the Exchange (the "Sale Systems"). In the Exchange, substan-
tially all of the Falcon Units owned by the Affiliates would
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be exchanged for a portion (by value) of the Partnership's
cable systems (the "Exchange Systems") equal to the propor-
tion of total outstanding Units exchanged by the Affiliates
(the Affiliates would also relieve Falcon of an equal propor-
tion of its total debt).
The Proposal was designed such that unaffiliated unit-
holders would receive the same per unit distribution upon the
sale of the Partnership's assets to the General Partner in
accordance with Section 3.14 and the subsequent dissolution
and liquidation of the Partnership, whether or not the Ex-
change takes place as part of such sale and liquidation.
Thus, if the General Partner and the Affiliates proceed with
the Proposal, unaffiliated unitholders will receive the same
per unit distribution that they would receive if the General
Partner were to simply to exercise the Purchase Right with
respect to the Total Systems at the Total Systems Appraised
Value.
In furtherance of this process, on March 11, 1996, the
General Partner designated to the Appraisers those cable sys-
tems of the Partnership that would constitute the Exchange
Systems in the event the Proposal is pursued. The Appraisers
will determine the "appraised value" (as defined in the Part-
nership Agreement) of (i) the Exchange Systems and (ii) the
Sale Systems. Based upon this information, in the event the
Proposal is pursued, the actual number of Units to be ex-
changed by the Affiliates in the Exchange (and the actual
amount of the Partnership's indebtedness that the Affiliates
would relieve Partnership of) would be adjusted to result in
the unaffiliated unitholders receiving exactly the same per
unit distribution whether or not the Exchange occurs in ad-
vance of the exercise of the Purchase Right with respect to
the Sale Systems.
Any decision of the General Partner or the Partnership
to pursue the Proposal, the Exchange, or the sale of the
cable systems of the Partnership in accordance with the Pur-
chase Right (as described above) or otherwise, ultimately
will be dependent upon numerous factors including, without
limitation, (i) the receipt by the General Partner of an
opinion of a qualified appraiser or other financial advisor
selected by the independent members of the Partnership's ad-
visory committee as to, among other things, the fairness of
the Proposal as compared to a sale of all of the Partner-
ship's cable systems (without giving effect to the Exchange)
to the General Partner or its affiliates in accordance with
their rights under the Partnership Agreement (as described
above), or the conclusion on another basis that such fairness
was otherwise established; (ii) the availability of necessary
equity and debt financing on favorable terms; (iii) the rela-
tive attractiveness of available alternative business and
investment opportunities; (iv) the regulatory environment for
cable properties; and (v) future developments relating to the
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Partnership and the cable industry, general economic condi-
tions and other future developments. As previously dis-
closed, if the Proposal is pursued and the Exchange is con-
summated, the Affiliates expect that they would defer their
potential tax liability as compared to a liquidation of the
Partnership without effecting the Exchange.
Although the foregoing reflects activities which the
General Partner is currently exploring with the Partnership
and the Affiliates with respect to the Partnership, the fore-
going is subject to change at any time. Accordingly, there
can be no assurance that the Proposal, the Exchange, or the
sale of the cable systems of the Partnership in accordance
with the rights of the General Partner and its affiliates
under the terms of the Partnership Agreement (as described
above) or otherwise will be pursued or, if pursued, when and
if any of them will be successfully consummated. For ad-
ditional information on the terms of the Partnership Agree-
ment, see "Item 1 -- Business -- Introduction" and Item 13
-- "Certain Relationships and Related Transactions -- Con-
flicts of Interest" in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1994.
The Partnership previously reported that it has entered
into a letter agreement (the "Letter Agreement"), a copy of
which was filed as an exhibit to the Current Report on Form
8-K of the Partnership dated January 29, 1996, with a group
of holders of limited partnership interests in the Partner-
ship (the "Unofficial Unitholder Committee"). Pursuant to
the Letter Agreement, the Partnership has supplied the Unof-
ficial Unitholder Committee with all materials it has sup-
plied to the Appraisers.
FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE MADE PUR-
SUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. INVESTORS ARE CAUTIONED THAT
SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAIN-
TIES, INCLUDING, WITHOUT LIMITATION, THE EFFECTS OF LEGISLA-
TIVE AND REGULATORY CHANGES; THE POTENTIAL OF INCREASED LEV-
ELS OF COMPETITION FOR THE PARTNERSHIP; TECHNOLOGICAL
CHANGES; THE PARTNERSHIP'S DEPENDANCE UPON THIRD-PARTY PRO-
GRAMMING; THE APPROACHING TERMINATION OF THE PARTNERSHIP (IN-
CLUDING, WITHOUT LIMITATION, THE POTENTIAL EXERCISE OF THE
PURCHASE RIGHT, AS DESCRIBED ABOVE); THE ABSENCE OF UNITHOLD-
ERS PARTICIPATION IN THE GOVERNANCE AND MANAGEMENT OF THE
PARTNERSHIP; LIMITATIONS ON BORROWINGS BY THE PARTNERSHIP
CONTAINED IN THE PARTNERSHIP AGREEMENT; THE MANAGEMENT AND
SALES FEES PAYABLE TO THE GENERAL PARTNER; THE EXONERATION
AND INDEMNIFICATION PROVISIONS CONTAINED IN THE PARTNERSHIP
AGREEMENT RELATING TO THE GENERAL PARTNER AND OTHERS; POTEN-
TIAL CONFLICTS OF INTEREST INVOLVING THE GENERAL PARTNER AND
ITS AFFILIATES; THE POTENTIAL LIABILITY OF UNITHOLDERS TO
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CREDITORS OF THE PARTNERSHIP TO THE EXTENT OF ANY DISTRIBU-
TION MADE TO SUCH UNITHOLDER IF, IMMEDIATELY AFTER SUCH DIS-
TRIBUTION (WHETHER OR NOT THE PARTNERSHIP CONTINUES TO EX-
IST), THE REMAINING ASSETS OF THE PARTNERSHIP ARE NOT SUF-
FICIENT TO PAY ITS THEN OUTSTANDING LIABILITIES OF THE PART-
NERSHIP; THE RISK THAT THE PARTNERSHIP MIGHT NO LONGER BE
TAXED AS A PARTNERSHIP UNDER CERTAIN CIRCUMSTANCES; AND OTHER
RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S PERIODIC
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
1 System Appraisal of Falcon Cable Systems Com-
pany, as of December 31, 1995, by Malarkey-
Taylor Associates, Inc., dated March 8, 1996.
2 System Appraisal of Falcon Cable Systems Com-
pany, as of December 31, 1995, by Kane-Reece
Associates, Inc., dated March 11, 1996.
3 System Appraisal of Falcon Cable Systems Com-
pany, as of December 31, 1995, by Waller Capi-
tal Corporation, dated March 11, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the registrant has duly caused this re-
port to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March 12, 1996
FALCON CABLE SYSTEMS COMPANY
By: Falcon Cable Investors Group
Managing General Partner
By: Falcon Holding Group, L.P.
General Partner
By: Falcon Holding Group, Inc.
General Partner
By: /s/ Michael K. Menerey
Michael K. Menerey, Secretary
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description Page No.
1 System Appraisal of Falcon
Cable Systems Company, as
of December 31, 1995, by
Malarkey-Taylor Associ-
ates, Inc., dated March 8,
1996.
2 System Appraisal of Falcon
Cable Systems Company, as
of December 31, 1995, by
Kane-Reece Associates,
Inc., dated March 11,
1996.
3 System Appraisal of Falcon
Cable Systems Company, as
of December 31, 1995, by
Waller Capital Corpora-
tion, dated March 11,
1996.