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
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 12, 1996, Falcon Cable Systems Company, a
California limited partnership (the "Partnership") sold
substantially all of its assets to Falcon Cable Systems
Company II, L.P. ("FCSC II") for an aggregate purchase price
of $247,396,814 in cash pursuant to the Asset Purchase
Agreement by and between the Partnership 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 release
of the Partnership, Falcon Holding Group, L.P., and FCSC II
announcing the consummation of the sale, which press release
is hereby incorporated herein by reference. Additional in-
formation relating to the transaction is contained in the
joint press release of the Partnership and FCSC II dated June
13, 1996, announcing the execution of the Purchase Agreement,
which is filed as Exhibit 3 hereto, and is hereby incorpo-
rated herein by reference, as well as in the respective Cur-
rent Reports on Form 8-K of each of the Partnership and Fal-
con Holding Group, L.P., dated June 13, 1996.
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
1 Purchase Agreement (filed as Exhibit 4 to the
Current Report on Form 8-K of Falcon Holding
Group, L.P., dated June 13, 1996).
2 Press Release of the Partnership, Falcon Cable
Systems Company II, L.P. and Falcon Holding
Group, L.P. dated July 12, 1996.
3 Press Release of the Partnership and Falcon
Holding Group dated June 13, 1996.
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 CABLE SYSTEMS COMPANY, A
CALIFORNIA LIMITED PARTNERSHIP
By: Falcon Cable Investors Group, a
California limited partnership
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
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EXHIBIT INDEX
Exhibit No. Description Page No.
1 Purchase Agreement (filed
as Exhibit 4 to the Cur-
rent Report on Form 8-K of
Falcon Holding Group,
L.P., dated June 13,
1996).
2 Press Release of the Part-
nership, Falcon Cable Sys-
tems Company II, L.P. and
Falcon Holding Group, L.P.
dated July 12, 1996.
3 Press Release of the Part-
nership and Falcon Holding
Group, L.P. dated June 13,
1996.