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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 12, 1999
CC VII HOLDINGS, LLC
FALCON FUNDING CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 033-60776 43-1854210
California 333-55755 95-4681480
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12444 Powerscourt Drive, Suite 400, St. Louis, MO 63131
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 965-0555
10900 Wilshire Boulevard-15th Floor, Los Angeles, CA 90024
(Former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 12, 1999, Charter Communications Holding Company, LLC
("Charter Holdco") acquired all of the partnership interests of Falcon
Communications, L.P. ("FCLP") and certain other assets and equity interests held
by affiliates of FCLP. The terms of the acquisition are governed by a Purchase
and Contribution Agreement, dated as of May 26, 1999, by and among Charter
Communications, Inc., FCLP, Falcon Holding Group, L.P., TCI Falcon Holdings,
LLC, Falcon Cable Trust, Falcon Holding Group, Inc. and DHN Inc., as amended by
the First, Second and Third Amendments (the "Purchase Agreement").
The aggregate consideration paid to acquire FCLP and the other assets
was $3.5 billion, consisting of approximately $1.3 billion in cash, $550 million
in equity of Charter Holdco and $1.7 million of assumed debt. The sources of the
cash consideration were (1) an equity contribution made by Vulcan Cable III Inc.
to Charter Holdco, and (2) the proceeds from the initial public offering of
Charter Communications, Inc. Vulcan Cable III Inc. obtained the contributed
funds from Paul G. Allen, the controlling shareholder of Vulcan Cable III Inc.,
as well as of Charter Communications, Inc. and Charter Investment, Inc.
Immediately after the consummation of the transactions contemplated by
the Purchase Agreement, on November 12, 1999, FCLP merged (the "Merger") with
and into CC VII Holdings, LLC, a Delaware limited liability company ("CC VII").
CC VII was the surviving entity of the Merger and succeeded to the rights and
obligations of FCLP. As a result of the Merger, Falcon Funding Corp. became a
wholly-owned subsidiary of CC VII. CC VII is a manager-managed limited liability
company, the manager of which is Charter Communications, Inc. The sole member of
CC VII is Charter Holdco.
ITEM 5. OTHER EVENTS.
(a) Immediately after the consummation of the transactions contemplated
by the Purchase Agreement, the Merger occurred.
As a result of the Merger and the consummation of the transactions
contemplated by the Purchase Agreement, the following occurred:
(1) As required by that certain Indenture, dated as of April
3, 1998, as amended by the First Supplemental Indenture dated as of September
30, 1998, by and among the Partnership, Falcon Funding Corporation and United
States Trust Company of New York, as trustee (the "Indenture"), relating to the
8.375% Senior Debentures due 2010 and the 9.285% Senior Discount Debentures due
2010 (the "Notes"), as of November 12, 1999, CC VII and Falcon Funding Corp. as
Issuers, FCLP, as predecessor of CC VII, and United States Trust Company of New
York, as trustee, entered into that certain Second Supplemental Indenture to the
Indenture.
(2) On or before December 12, 1999, as required by the
Indenture, CC VII and Falcon Funding Corp. intend to make an offer to repurchase
the Notes in a change of control repurchase offer required by the Indenture.
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(c) In connection with the sale of FCLP, the address of the
corporate offices of each of CC VII and Falcon Funding Corp. is 12444
Powerscourt Drive, Suite 400, St. Louis, Missouri 63131.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) The following are furnished as exhibits to this report:
2.1 Purchase and Contribution Agreement, dated as of May
26, 1999, by and among Charter Communications, Inc.,
Falcon Communications L.P, Falcon Holding Group,
L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc. (incorporated
by reference to Exhibit 2.9 to Amendment No. 2 to the
Registration Statement on Form S-1 filed by Charter
Communications, Inc. on September 28, 1999 (File No.
333-83887)).
2.2 First Amendment to Purchase and Contribution
Agreement, dated as of June 22, 1999, by and among
Charter Communications, Inc., Falcon Communications
L.P, Falcon Holding Group, L.P., TCI Falcon Holdings,
LLC, Falcon Cable Trust, Falcon Holding Group, Inc.
and DHN Inc. (incorporated by reference to the
quarterly report on Form 10-Q filed by Falcon
Communications, L.P. and Falcon Funding Corporation
on August 13, 1999 (File Nos. 333-60776 and
333-55755)).
2.3 Form of Second Amendment to Purchase and Contribution
Agreement, by and among Charter Communications, Inc.,
Falcon Communications L.P, Falcon Holding Group,
L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc. (incorporated
by reference to Exhibit 2.9(b) to Amendment No. 5 to
the Registration Statement on Form S-1 filed by
Charter Communications, Inc. on November 4, 1999
(File No. 333-83887)).
2.4 Third Amendment to Purchase and Contribution
Agreement, dated as of November 12, 1999, by and
among Charter Communications, Inc., Falcon
Communications L.P, Falcon Holding Group, L.P., TCI
Falcon Holdings, LLC, Falcon Cable Trust, Falcon
Holding Group, Inc. and DHN Inc.*
2.5 Indenture, dated as of April 3, 1998, as amended by
the First Supplemental Indenture dated as of
September 30, 1998, by and among the Partnership,
Falcon Funding Corporation and United States Trust
Company of New York, as trustee (incorporated by
reference to the registration statement on Form S-4
of Falcon Holding Group, L.P.
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(now Falcon Communications, L.P.) filed on April 18,
1993 (File No. 333-55755)).
2.6 Supplemental Indenture, dated as of September 30,
1998, by and among Falcon Holding Group, L.P., Falcon
Funding Corporation, Falcon Communications, L.P. and
United States Trust Company of New York, as trustee
(incorporated by reference to the report on Form 8-K
of Falcon Communications, L.P. and Falcon Funding
Corporation filed on October 9, 1998 (File No.
33-60776)).
2.7 Second Supplemental Indenture, dated as of
November 12, 1999, by and among CC VII Holdings, LLC,
Falcon Funding Corp., Falcon Communications, L.P.
and United States Trust Company of New York, as
trustee.*
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* - filed herewith
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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.
CC VII HOLDINGS, LLC
By: Charter Communications, Inc., its Manager
Date: November 23, 1999 By: /s/ Curtis S. Shaw
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Curtis S. Shaw
Senior Vice President
FALCON FUNDING CORPORATION
Date: November 23, 1999 By: /s/ Curtis S. Shaw
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Curtis S. Shaw
Senior Vice President
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Exhibit Index
Exhibit Description
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2.1 Purchase and Contribution Agreement, dated as of May
26, 1999, by and among Charter Communications, Inc.,
Falcon Communications L.P, Falcon Holding Group,
L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc. (incorporated
by reference to Exhibit 2.9 to Amendment No. 2 to the
Registration Statement on Form S-1 filed by Charter
Communications, Inc. on September 28, 1999 (File No.
333-83887)).
2.2 First Amendment to Purchase and Contribution
Agreement, dated as of June 22, 1999, by and among
Charter Communications, Inc., Falcon Communications
L.P, Falcon Holding Group, L.P., TCI Falcon Holdings,
LLC, Falcon Cable Trust, Falcon Holding Group, Inc.
and DHN Inc. (incorporated by reference to the
quarterly report on Form 10-Q filed by Falcon
Communications, L.P. and Falcon Funding Corporation
on August 13, 1999 (File Nos. 333-60776 and
333-55755)).
2.3 Form of Second Amendment to Purchase and Contribution
Agreement, by and among Charter Communications, Inc.,
Falcon Communications L.P, Falcon Holding Group,
L.P., TCI Falcon Holdings, LLC, Falcon Cable Trust,
Falcon Holding Group, Inc. and DHN Inc. (incorporated
by reference to Exhibit 2.9(b) to Amendment No. 5 to
the Registration Statement on Form S-1 filed by
Charter Communications, Inc. on November 4, 1999
(File No. 333-83887)).
2.4 Third Amendment to Purchase and Contribution
Agreement, dated as of November 12, 1999, by and
among Charter Communications, Inc., Falcon
Communications L.P, Falcon Holding Group, L.P., TCI
Falcon Holdings, LLC, Falcon Cable Trust, Falcon
Holding Group, Inc. and DHN Inc.*
2.5 Indenture, dated as of April 3, 1998, as amended by
the First Supplemental Indenture dated as of
September 30, 1998, by and among the Partnership,
Falcon Funding Corporation and United States Trust
Company of New York, as trustee (incorporated by
reference to the registration statement on Form S-4
of Falcon Holding Group, L.P. (now Falcon
Communications, L.P.) filed on April 18, 1993 (File
No. 333-55755)).
2.6 Supplemental Indenture, dated as of September 30,
1998, by and among Falcon Holding Group, L.P., Falcon
Funding Corporation, Falcon Communications, L.P. and
United States Trust Company of New York, as trustee
(incorporated by reference to the report on Form 8-K
of Falcon Communications, L.P. and Falcon Funding
Corporation filed on October 9, 1998 (File No.
33-60776)).
2.7 Second Supplemental Indenture, dated as of
November 12, 1999, by and among CC VII Holdings, LLC,
Falcon Funding Corp., Falcon Communications, L.P.
and United States Trust Company of New York, as
trustee.*
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* - filed herewith