Filed pursuant to Rule 424(b)(3)
Registration Nos. 33-81088,
33-81088-01 and 33-81088-02
MARCUS CABLE COMPANY, L.P.
MARCUS CABLE OPERATING COMPANY, L.P.
MARCUS CABLE CAPITAL CORPORATION II
Supplement to Prospectus
Dated April 29, 1997, as supplemented by
Prospectus Supplements Dated May 15, 1997, August 14, 1997,
November 14, 1997,
March 9, 1998, March 10, 1998, March 30, 1998, April 1, 1998 and
April 2, 1998
The date of this Supplement is April 7, 1998
On April 7, 1998, Marcus Cable Company, L.P. filed the attached
Form 8-K announcing that investor Paul G. Allen has entered into an
agreement to acquire all of the limited partnership interests in
the Company.
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 7, 1998
MARCUS CABLE COMPANY, L.P.
MARCUS CABLE OPERATING COMPANY, L.P.
MARCUS CABLE CAPITAL CORPORATION
MARCUS CABLE CAPITAL CORPORATION II
MARCUS CABLE CAPITAL CORPORATION III
(Exact name of registrants as specified in their charters)
DELAWARE 33-81088 & 33-67390 & 33-93808 75-2337471
DELAWARE 33-81088-01 75-2495706
DELAWARE 33-67390-01 75-2546077
DELAWARE 33-81088-02 75-2546713
DELAWARE 33-93808-01 75-2599586
(State or (Commission File Number) (I.R.S. Employer
other jurisdiction Identification No.)
of incorporation
or organization)
2911 TURTLE CREEK BOULEVARD, SUITE 1300
DALLAS, TEXAS 75219-6257
(Address of principal executive offices) (Zip Code)
(214) 521-7898
(Registrants' telephone number, including area code)
Page 1 of 10
Index to Exhibits on Page 7
ITEM 5. OTHER EVENTS.
On April 6, 1998, Marcus Cable Company, L.P. (the "Company")
announced that investor Paul G. Allen has entered into an agreement
to acquire all of the limited partnership interests in the Company.
For information regarding this transaction, reference is made to the
press release attached hereto as Exhibit 20.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
20.1 Press Release dated April 6, 1998.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants have duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
MARCUS CABLE COMPANY, L.P.
(Registrant)
By: Marcus Cable Properties, L.P., its general
partner,
By: Marcus Cable Properties, Inc., its
general partner,
April 7, 1998 By: /s/ Jeffrey A. Marcus
Jeffrey A. Marcus
Its: President, Chief Executive Officer
and Sole Director of Marcus Cable
Properties, Inc.(Principal Executive
Officer)
By: /s/ Thomas P. McMillin
Thomas P. McMillin
Its: Executive Vice President and Chief
Financial Officer of Marcus Cable
Properties, Inc. (Principal
Financial Officer)
By: /s/ John P. Klingstedt, Jr.
John P. Klingstedt, Jr.
Its: Senior Vice President and Controller
of Marcus Cable Properties, Inc.
(Principal Accounting Officer)
3
MARCUS CABLE OPERATING COMPANY, L.P.
(Registrant)
By: Marcus Cable Company, L.P., its general
partner,
By: Marcus Cable Properties, L.P., its
general partner,
By: Marcus Cable Properties, Inc., its
general partner,
April 7, 1998 By: /s/ Jeffrey A. Marcus
Jeffrey A. Marcus
Its: President, Chief Executive Officer
and Sole Director of Marcus Cable
Properties, Inc. (Principal
Executive Officer)
By: /s/ Thomas P. McMillin
Thomas P. McMillin
Its: Executive Vice President and Chief
Financial Officer of Marcus Cable
Properties, Inc. (Principal
Financial Officer)
By: /s/ John P. Klingstedt, Jr.
John P. Klingstedt, Jr.
Its: Senior Vice President and Controller
of Marcus Cable Properties, Inc.
(Principal Accounting Officer)
4
MARCUS CABLE CAPITAL CORPORATION
(Registrant)
April 7, 1998 By: /s/ Jeffrey A. Marcus
Jeffrey A. Marcus
Its: President, Chief Executive Officer
and Sole Director of Marcus Cable
Capital Corporation (Principal
Executive Officer)
By: /s/ Thomas P. McMillin
Thomas P. McMillin
Its: Executive Vice President and Chief
Financial Officer of Marcus Cable
Capital Corporation (Principal
Financial Officer)
By: /s/ John P. Klingstedt, Jr.
John P. Klingstedt, Jr.
Its: Senior Vice President and Controller
of Marcus Cable Capital Corporation
(Principal Accounting Officer)
MARCUS CABLE CAPITAL CORPORATION II
(Registrant)
April 7, 1998 By: /s/ Jeffrey A. Marcus
Jeffrey A. Marcus
Its: President, Chief Executive Officer
and Sole Director of Marcus Cable
Capital Corporation II (Principal
Executive Officer)
By: /s/ Thomas P. McMillin
Thomas P. McMillin
Its: Executive Vice President and Chief
Financial Officer of Marcus Cable
Capital Corporation II (Principal
Financial Officer)
By: /s/ John P. Klingstedt, Jr.
John P. Klingstedt, Jr.
Its: Senior Vice President and Controller
of Marcus Cable Capital Corporation
II (Principal Accounting Officer)
5
MARCUS CABLE CAPITAL CORPORATION III
(Registrant)
April 7, 1998 By: /s/ Jeffrey A. Marcus
Jeffrey A. Marcus
Its: President, Chief Executive Officer
and Sole Director of Marcus Cable
Capital Corporation III (Principal
Executive Officer)
By: /s/ Thomas P. McMillin
Thomas P. McMillin
Its: Executive Vice President and Chief
Financial Officer of Marcus Cable
Capital Corporation III (Principal
Financial Officer)
By: /s/ John P. Klingstedt, Jr.
John P. Klingstedt, Jr.
Its: Senior Vice President and Controller
of Marcus Cable Capital Corporation
III (Principal Accounting Officer)
6
INDEX TO EXHIBITS
<CAPTION
Exhibit Page
Number Description Number
20.1 Press Release dated April 6, 1998 7
7
Exhibit 20.1
For Release 1 p.m. CDT
April 6, 1998
PAUL G. ALLEN ACQUIRES ALL LIMITED PARTNERSHIP INTERESTS IN
MARCUS CABLE IN MULTIBILLION DOLLAR TRANSACTION
Nation's Tenth-Largest Cable Operator Joins Allen's "Wired World"
DALLAS - APRIL 6, 1998 - Investor Paul G. Allen today announced
he has entered into an agreement to acquire all of the limited
partnership interests in the nation's tenth-largest cable
operator, Marcus Cable in a $2.775 billion transaction. The
company joins Allen's "Wired World" portfolio of investments in
new media, entertainment and technology companies. Through the
purchase of the company's limited partnership interests, Allen
becomes a full partner in Marcus Cable and will take an active
role in the strategic direction of the company. Company founder
Jeffrey Marcus remains the general partner and chairman. This
transaction represents Allen's largest personal investment to
date. The price represents approximately 11 times the company's
annualized cash flow at closing.
"For over 20 years I have been talking about and investing in the
`wired world,' a connected future marked by the merger of
high-bandwidth data channels, the power of the personal computer
and the availability of compelling content," Allen said. "Cable
companies are uniquely positioned to deliver the next generation
of advanced data services, and are therefore a perfect fit for
this investment strategy. This, combined with the company's
strong management team, made Marcus Cable a compelling
investment. I look forward to working with them on delivering
the next generation of digital products and services to our
customers, and I look forward to continuing to invest in the
cable industry."
"We are thrilled with the prospect of working with Paul to help
bring to fruition his vision of the future of cable television,"
said Jeffrey Marcus, chairman, CEO and president of Marcus Cable.
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"With his investment in our company and in our industry, he
brings a unique perspective; simply put, he envisions the future
in a way most of us are incapable of doing. Earlier this year
when we engaged Goldman, Sachs & Co. to evaluate alternatives for
us, one of our options was to find a strategic partner who would
want to build upon the base that we have created. In Paul Allen,
we have an individual who not only believes strongly in the
future of the cable television business, but who would also like
to see Marcus Cable continue to grow. Truly this is the ideal
outcome, not only for us but for the cable television industry."
The agreement was signed on April 3, 1998, and is effective
immediately. The terms of the financing were not disclosed.
Allen and Marcus have announced that, to commemorate their new
association, they will make a $2 million joint contribution to
the National Cable Television Center and Museum to be located at
the University of Denver.
ABOUT MARCUS CABLE
Marcus Cable is the nation's tenth-largest cable television
company, serving over 1.2 million customers. Last fall, the
company announced that it was seeking buyers for certain
nonstrategic systems serving 193,000 customers in eight states.
To date, three separate transactions have been announced,
encompassing 161,000 customers. Marcus Cable also announced on
April 1, 1998 that it completed the purchase of a system in
suburban Birmingham, Ala., serving 23,000 customers. Pro forma
for all divestitures and the Alabama acquisition, Marcus Cable
will serve approximately 1.1 million customers in six distinct
clusters. These clusters are located in Wisconsin (approximately
400,000 customers), the Dallas/Fort Worth Metroplex
(approximately 200,000 customers) Birmingham and environs
(approximately 140,000 customers), the Los Angeles basin and
north-central California (approximately 135,000 customers),
Indiana (approximately 114,000 customers) and eastern
Tennessee/western North Carolina (approximately 100,000
customers).
ABOUT PAUL G. ALLEN
Paul G. Allen owns and invests in a suite of companies exploring
the potential of multimedia digital communications. Allen's
business strategy includes encouraging communications and synergy
between his companies for mutual benefit. His primary companies
include Asymetrix Corp., Vulcan Ventures Inc. and Vulcan
Northwest Inc., all of Bellevue, Wash., and Interval Research
Corp. of Palo Alto, Calif. He is the founder and largest
shareholder of Starwave Corp. of Bellevue. Allen is owner of the
Portland Trail Blazers NBA team and the NFL's Seattle Seahawks
franchise, is a partner in the entertainment studio DreamWorks
SKG and holds investments in more than 35 new-media companies.
Allen has been pioneering new trails in the microcomputer
industry since he co-founded Microsoft Corp. with Bill Gates in
1975.
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He served as Microsoft's executive vice president of research and
new product development, the company's senior technology post,
until 1983. Allen gives back to the community through the six
Allen Charitable Foundations, which support arts, medical, forest
protection and other charitable needs in the Pacific Northwest,
and is the founder of Experience Music Project in Seattle.
# # #
FOR MORE INFORMATION, PRESS ONLY:
For Paul G. Allen
Susan Pierson, 1.800.226.1827 or 425.453.1940 Susanp@vnw.com
www.paulallen.com
For Marcus Cable
Ross Heupel, Marcus Cable
214.523.8431
www.marcuscable.com
Kyle Crews, Halycon Associates
214.754.6070
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