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):
July 12, 1996
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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)
33-60776 95-4408577
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(Commission File Number) (IRS Employer Identification No.)
10900 Wilshire Boulevard, 15th Floor, Los Angeles, CA 90024
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(Address of principal executive offices) (Zip Code)
(310) 824-9990
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(Registrant's Telephone Number)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 12, 1996, Falcon Holding Group, L.P. (the
"Partnership") acquired, through its subsidiary Falcon Cable
Systems Company II, L.P. ("FCSC II"), substantially all of
the assets of Falcon Cable Systems Company, a California
limited partnership ("FCSC") for an aggregate purchase price
of $247,396,814 in cash pursuant to the Asset Purchase
Agreement by and between the FCSC and FCSC II, dated June 13,
1996 (the "Purchase Agreement"), which is filed as Exhibit 1
hereto, and is hereby incorporated herein by reference.
Filed herewith as Exhibit 2 is the joint press re-
lease of the Partnership, FCSC, and FCSC II announcing the
consummation of the sale, which press release is hereby in-
corporated herein by reference. Additional information re-
lating to the transaction is contained in the joint press
release of the Partnership and FCSC dated June 13, 1996, an-
nouncing the execution of the Purchase Agreement, which is
filed as Exhibit 3 hereto, and is hereby incorporated herein
by reference, as well as in the respective Current Reports on
Form 8-K of each of the Partnership and FCSC, dated June 13,
1996.
The acquisition described above was financed
through borrowings under the Amended and Restated Credit
Agreement, dated as of July 12, 1996, originally dated as of
December 28, 1995 (the "Financing Facility"). The Financing
Facility is filed as Exhibit 4 hereto and is hereby
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
It is impracticable for the Partnership to file the
financial statements and information required by Items 7(a)
and (b) at this time. The Company will file such financial
statements and information as soon as practicable and in any
event no later than the date on which the Company is required
to file such statements and information pursuant to Items
7(a)(4) and 7(b)(2) of the Current Report on Form 8-K.
(c) Exhibits.
Exhibit No. Description
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1 Purchase Agreement (filed as Exhibit 4 to the
Current Report on Form 8-K of the Partnership,
dated June 13, 1996).
2 Press Release of the Partnership, FCSC and
FCSC II dated July 12, 1996 (filed as Exhibit
2 to the Current Report on Form 8-K of FCSC
dated July 12, 1996).
3 Press Release of the Partnership and FCSC
dated June 13, 1996 (filed as Exhibit 3 to the
Current Report on Form 8-K of FCSC dated July
12, 1996).
4 Financing Facility.
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: July 12, 1996
FALCON HOLDING GROUP, L.P.
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 Purchase Agreement (filed
as Exhibit 4 to the Cur-
rent Report on Form 8-K of
the Partnership, dated
June 13, 1996).
2 Press Release of the Part-
nership, FCSC and FCSC II
dated July 12, 1996 (filed
as Exhibit 2 to the Cur-
rent Report on Form 8-K of
FCSC dated July 12, 1996).
3 Press Release of the Part-
nership and FCSC dated
June 13, 1996 (filed as
Exhibit 3 to the Current
Report on Form 8-K of FCSC
dated July 12, 1996).
4 Financing Facility.