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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) June 3, 1997
FALCON HOLDING GROUP, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
33-60776 95-4408577
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(Commission File Number) (I.R.S. Employer
Identification Number)
10900 WILSHIRE BOULEVARD -15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
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(Address of principal (Zip Code)
executive offices)
(310) 824-9990
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 3, 1997, Falcon Holding Group, L.P., a Delaware
limited partnership (the "Partnership"), entered into a non-binding memorandum
of understanding (the "MOU") with TCI Communications, Inc. ("TCI"). The MOU was
approved by the requisite vote of the Partnership's Board of Representatives and
Partners on June 23, 1997. The MOU contemplates the contribution by TCI of the
assets of certain cable television systems serving approximately 300,000 homes
subscribing to cable service, subject to certain indebtedness, to the
Partnership. As consideration for the contribution of these assets, TCI will
receive limited partnership interests representing approximately 43% of the
equity of the Partnership, although this amount is subject to change based on
the final form of the contribution and the related concurrent transactions. The
cable television systems owned by TCI that are intended to be contributed to the
Partnership are located in Oregon, Washington, California, Missouri and Alabama.
Assuming the consummation of the transaction, TCI would have the ability to
designate two members of the Board of Representatives of the Partnership;
present management of the Partnership would designate three members, and one
member would be mutually agreed upon.
In addition, subject to the consummation of the transaction
with TCI described above, the Partnership intends (i) to redeem all of its
outstanding Class C limited partnership units for $51.3 million in cash
(representing the liquidation preference of those units); and (ii) to redeem
certain of the Class A and B limited partnership units of other partners in the
Partnership (other than those interests held by Falcon Holding Group, Inc., the
general partner, members of management of the Partnership and entities
controlled by or affiliated with Marc B. Nathanson or members of the Nathanson
family, the foregoing, collectively, "Falcon Management") for (a) approximately
$105 million in cash and (b) limited partnership interests in the Partnership
equal to 36.3% of the ownership interest in the Partnership that Falcon
Management receives as a percentage of the Partnership after giving effect to
the transactions contemplated by the MOU with TCI described above.
As part of the foregoing transactions with TCI, the
Partnership also intends to acquire the cable television systems owned by Falcon
Video Communications, L.P. ("Video") in exchange for limited partnership
interests in the Partnership and to effect the discharge of the notes, warrants
and equity participation units held by certain parties in Video. Video owns
cable television systems which serve approximately 70,000 homes subscribing to
cable service.
In addition to the foregoing transactions, the Partnership
intends to acquire the assets of Falcon Classic Cable Income Properties, L.P.
("Classic") for cash at the appraised price of approximately $82 million, as
previously disclosed and as permitted by the Classic partnership agreement.
Classic owns cable television systems
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which serve approximately 48,000 homes subscribing to cable service. The
Partnership intends to acquire the Classic assets irrespective of the TCI
transaction.
The consummation of the transactions described above is
subject to TCI, the Partnership and certain other parties entering into
definitive agreements; to the Partnership entering into a definitive agreement
with Video; to the Partnership and TCI obtaining numerous required regulatory
and other related consents and to obtaining satisfactory financing arrangements
on acceptable terms. Further, the ultimate terms of certain of the transactions
described above, including the contribution of assets by TCI and the acquisition
of Video, are subject to changes that may be necessary to accommodate the tax,
accounting, regulatory and other similar constraints applicable to the parties
involved.
Although the foregoing reflects activities which the
Partnership and certain of its affiliates are currently pursuing with respect to
the Partnership, the foregoing is subject to change at any time. Accordingly,
there can be no assurance that the transactions described above will be
successfully consummated or, if successfully completed, when they might be
completed or the ultimate term thereof.
FORWARD-LOOKING STATEMENTS IN THIS REPORT ARE MADE PURSUANT TO
THE SAFE HARBOR PROVISIONS OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED. INVESTORS ARE CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, THE EFFECTS OF
LEGISLATIVE AND REGULATORY CHANGES; THE NEED FOR REGULATORY APPROVALS; THE
POTENTIAL OF INCREASED LEVELS OF COMPETITION FOR THE PARTNERSHIP; TECHNOLOGICAL
CHANGES; THE NEED TO ARRANGE ADEQUATE FINANCING; POTENTIAL CONFLICTS OF INTEREST
INVOLVING THE GENERAL PARTNER AND ITS AFFILIATES; AND OTHER RISKS DETAILED FROM
TIME TO TIME IN THE PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K AND PERIODIC
REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Partnership has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FALCON HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.,
General Partner
Dated: June 30, 1997 By: /s/ MICHAEL K. MENEREY
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Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer