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) September 14, 1998 FALCON HOLDING GROUP, L.P. FALCON FUNDING CORPORATION -------------------------------------------------------------- (Exact Name of Registrants as Specified in Their Charters) DELAWARE CALIFORNIA -------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 333-55755 95-4408577 333-55755-01 95-4681480 -------- ---------- (Commission File Numbers) (I.R.S. Employer Identification Numbers) 10900 WILSHIRE BOULEVARD -15TH FLOOR LOS ANGELES, CALIFORNIA 90024 - --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (310) 824-9990 -------------------------------------------------------------- (Registrants' telephone number, including area code) Not Applicable -------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. In a press release dated September 14, 1998, Falcon Holding Group, L.P. ("FHGLP") and Falcon Funding Corporation ("FFC", and together with FHGLP, the "Issuers") announced consummation of their registered offer to exchange Series B 8.375% Senior Debentures due 2010 of the Issuers and Series B 9.285% Senior Discount Debentures due 2010 of the Issuers for all outstanding Series A 8.375% Senior Debentures due 2010 of the Issuers and all outstanding Series A 9.285% Senior Discount Debentures due 2010 of the Issuers, respectively. A copy of the September 14 press release is being filed as exhibit 99.1 to this report. In a press release dated September 15, 1998, FHGLP announced that is was redeeming all remaining outstanding 11% Senior Subordinated Notes due 2003 (the "Notes") of FHGLP in accordance with the indenture governing the Notes. A copy of the September 15 press release is being filed as exhibit 99.2 to this report. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press Release dated September 14, 1998 99.2 Press Release dated September 15, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have 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: September 15, 1998 By: /s/ MICHAEL K. MENEREY ------------------------------- Name: Michael K. Menerey Title: Secretary and Chief Financial Officer FALCON FUNDING CORPORATION Dated: September 15, 1998 By: /s/ MICHAEL K. MENEREY ------------------------------- Name: Michael K. Menerey Title: Secretary and Chief Financial Officer EXHIBIT INDEX 99.1 Press Release dated September 14, 1998. 99.2 Press Release dated September 15, 1998.