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 (Date of earliest event reported): March 13, 1998 Falcon Classic Cable Income Properties, L.P. (Exact Name of Registrant as Specified in its Charter) California 000-18266 95-4200409 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 10900 Wilshire Blvd., 15th Floor, Los Angeles, California 90024 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (310) 824-9990 2 Item 5. Other Events. Madison Partnership Liquidity Investors 36, LLC has disseminated a letter stating its interest in acquiring up to 4.9% of the outstanding units of Falcon Classic Cable Income Properties, L.P. (the "Registrant") for a price of $440.00 per unit. In addition, Sierra Fund 3, LLC has disseminated a letter stating its interest in acquiring up to approximately 2.7% of the outstanding units of the Registrant for a price of $700.00 per unit. These offers were made without the consent or involvement of the Registrant's General Partner. The General Partner has considered these offers, concluded that they are inadequate and, accordingly, recommended that Limited Partners not accept either offer. This recommendation and the General Partner's grounds therefor were conveyed to the Limited Partners in a letter dated March 13, 1998 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 March 13, 1998. 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. By: Falcon Classic Cable Investors, L.P. 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 Chief Financial Officer Date: March 16, 1997 -2-