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) December 30, 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 December 30, 1997, Falcon Holding Group, L.P., a Delaware limited
partnership (the "Partnership"), entered into a Contribution and Purchase
Agreement (the "Agreement") with Falcon Communications, L.P., a California
limited partnership ("NewFalcon"), TCI Falcon Holdings, LLC, a Delaware limited
liability company ("TCI"), and certain other persons. The Partnership is a
general partner and limited partner of NewFalcon and TCI is a general partner of
NewFalcon. Reference is made to the copy of the Agreement filed as an exhibit to
this report. The following disclosure is qualified in its entirety by such
reference.
The Agreement contemplates (i) the contribution to NewFalcon by the
Partnership of substantially all of the assets of its cable television systems
serving approximately 680,000 basic subscribers, subject to certain
indebtedness, (ii) and the contribution to NewFalcon by TCI of the assets of
certain cable television systems serving approximately 293,000 basic
subscribers, subject to certain indebtedness. The cable television systems owned
by TCI that are to be contributed to NewFalcon are located in Oregon,
Washington, California, Missouri and Alabama.
Immediately after the Partnership's contribution to NewFalcon and
pursuant to the Agreement, the holders of substantially all of the partnership
interests of Falcon Video Communications Investors, L.P. ("FVCI") (other than
the Partnership) and of Falcon Video Communications, L.P. ("Video") (other than
FVCI) will contribute their interests in FVCI and Video to the Partnership in
exchange for limited partnership interests in the Partnership. FVCI owns
partnership interests in Video, and Video owns cable television systems which
serve approximately 70,000 homes subscribing to cable service. The Partnership
will, in turn, contribute the interests in FVCI and Video to NewFalcon.
Pursuant to the Agreement, the Partnership will redeem a portion of the
limited partnership interests in the Partnership held by certain of its limited
partners (the "Redeemed Partners") in exchange for partnership interests in
NewFalcon, and TCI will purchase those partnership interests in NewFalcon from
the Redeemed Partners for cash. After giving effect to the contributions
provided in the Agreement and such redemption and purchase, the Partnership will
own approximately 53% of the equity in NewFalcon and TCI will own approximately
47% of the equity in NewFalcon.
In connection with the contributions by the Partnership to NewFalcon,
NewFalcon will assume the rights and obligations of the Partnership under the
Indenture for the outstanding 11% Senior Subordinated Notes.
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The consummation of the transactions described above is subject to
customary closing conditions, including, without limitation, the Partnership and
TCI obtaining required regulatory and other related consents and to obtaining
satisfactory financing arrangements on acceptable terms. Accordingly, there can
be no assurance that the transactions described above will be successfully
consummated or, if successfully completed, when they might be completed.
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 OF THE PARTNERSHIP 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.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit Number Description
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2.1 Contribution and Purchase Agreement,
dated as of December 30, 1997
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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: January 16, 1998 By: /s/ MICHAEL K. MENEREY
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Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer