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 27, 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. As previously reported in a Form 8-K dated March 16, 1998, the sale of Falcon Classic Cable Income Properties, L.P.'s (the "Registrant") cable assets closed with the exception of the cable system operated in the City of Somerset, Kentucky. The cable assets sold represented 92.4% of the total cable assets owned by the Registrant. The proceeds of the sale (less all applicable adjustments, allocations, bank debt, liabilities, and reductions) have been distributed to the limited partners pursuant to the terms of the Partnership Agreement. A letter to the limited partners from the Registrant, dated March 20, 1998, explaining the distribution, was included with the distribution (the "Letter"). A copy of the Letter is attached hereto as Exhibit 5.1 and incorporated herein by this reference. The completed sale and the ultimate disposition of the Registrant's remaining cable system asset are explained in greater detail in the Registrant's Form 8-K dated March 16, 1998. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 5.1 Letter to Limited Partners dated March 20, 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 27, 1998 -2-