1 ================================================================================ 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: February 13, 1997 (Date of earliest event reported) FALCON CLASSIC CABLE INCOME PROPERTIES, L.P., A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) CALIFORNIA COMMISSION FILE: 95-4200409 (State or other jurisdiction 0-18266 (I.R.S. Employer of incorporation or identification No.) organization) 10900 WILSHIRE BOULEVARD, 15TH FLOOR LOS ANGELES, CALIFORNIA 90024 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (310) 824-9990 (Registrant's phone number, including area code) ================================================================================ 2 ITEM 5. OTHER EVENTS On or about February 6, 1997, Everest Cable Investors, LLC disseminated a letter stating its interest in acquiring up to 3,522 units of limited partnership interests in Falcon Classic Cable Income Properties, L.P. (the "Registrant") for a price of $300 per unit, less certain transaction costs. This offer was made without the consent or involvement of the Registrant's General Partner. The General Partner has considered this offer, concluded that it is inadequate and, accordingly, recommended that limited partners not accept the offer. Pursuant to Rule 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, this recommendation and the General Partner's bases therefor were conveyed to limited partners in a letter dated February 13, 1997 which is filed as an exhibit hereto and incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 5.1 Letter to Limited Partners dated February 13, 1997. * * * * 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FALCON CLASSIC CABLE INCOME PROPERTIES, L.P. a California limited partnership By: Falcon Classic Cable Investors, L.P. General Partner By: Falcon Holding Group, L.P. General Partner By: Falcon Holding Group, Inc. General Partner Date: February 13, 1997. By: /s/ Michael K. Menerey -------------------------------------- Michael K. Menerey Chief Financial Officer 4 Sequentially Numbered Exhibit Description Page ------- ----------------- ------------ 5.1 Letter to Limited 5 Partners dated February 13, 1997 4