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 30, 1998
FALCON COMMUNICATIONS, L.P.
(formerly Falcon Holding Group, L.P.)
FALCON FUNDING CORPORATION
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(Exact Name of Registrants as Specified in Their Charters)
CALIFORNIA
CALIFORNIA
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(State or Other Jurisdiction of Incorporation or Organization)
333-55755 95-4654565
333-55755-01 95-4681480
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(Commission File Numbers) (I.R.S. Employer Identification Numbers)
10900 WILSHIRE BOULEVARD - 15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
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(Address of Principal Executive Offices) (Zip Code)
(310) 824-9990
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(Registrants' Telephone Number, Including Area Code)
Item 2. Acquisition or Disposition of Assets.
On September 30, 1998, pursuant to a Contribution and Purchase Agreement,
dated as of December 30, 1997, as amended, Falcon Holding Group, L.P. ("FHGLP")
contributed substantially all of the existing cable television system operations
owned by FHGLP and its subsidiaries to Falcon Communications, L.P. (the
"Partnership") and TCI Falcon Holdings, LLC, an affiliate of
Tele-Communications, Inc. ("TCI"), contributed certain cable television systems
owned and operated by affiliates of TCI (the "TCI Systems") to the Partnership
(the "TCI Transaction"). As a result, the Partnership, through its subsidiaries,
now owns cable television systems serving more than one million customers, with
TCI holding approximately 46% of the equity interests of the Partnership and
FHGLP holding the remaining 54% and managing the Partnership. A detailed
description of the principal steps of the TCI Transaction and certain
relationships among the parties involved can be found in the Registration
Statement on Form S-4 (SEC file no. 333-55755) (the "Form S-4") under the
captions "The TCI Transaction" and "Certain Relationships and Related
Transactions," respectively, and such descriptions are incorporated herein by
this reference. In a joint press release dated September 30, 1998, the
Partnership and TCI announced the consummation of the TCI Transaction. A copy of
this press release is being filed as Exhibit 99.1 to this report.
Prior to consummation of the TCI Transaction, FHGLP and its wholly owned
subsidiary, Falcon Funding Corporation ("FFC"), were co-obligors under an
Indenture, dated as of April 3, 1998 (the "Indenture"), relating to $375,000,000
aggregate principal amount of 8.375% Senior Debentures due 2010 (the "Senior
Debentures") and $435,250,000 aggregate principal amount at maturity of 9.285%
Senior Discount Debentures due 2010 (the "Senior Discount Debentures" and,
collectively with the Senior Debentures, the "Debentures"). Pursuant to Section
5.01 of the Indenture, in connection with consummation of the TCI Transaction,
the Partnership was substituted for FHGLP as an obligor under the Debentures and
the Indenture and thereupon FHGLP was released and discharged from any further
obligation with respect to the Debentures and the Indenture. On September 30,
1998, FHGLP, FFC, the Partnership and United States Trust Company of New York,
as trustee under the Indenture, executed a supplemental indenture (the "First
Supplemental Indenture") to the Indenture which effected the foregoing
substitution and release. A copy of the First Supplemental Indenture is being
filed as Exhibit 4.1 to this report. FFC remains as an obligor under the
Debentures and the Indenture and is now a wholly owned subsidiary of the
Partnership.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements of the TCI Systems for the three years
ended December 31, 1997 were previously filed in the Form S-4. Interim financial
information for the nine months ended September 30, 1998 will be filed on or
before December 14, 1998.
(b) Pro Forma Financial Information.
Pro forma financial statements for the year ended December 31, 1997 were
previously filed in the Form S-4. Pro forma financial statements for the nine
months ended September 30, 1998 will be filed on or before December 14, 1998.
(c) Exhibits.
2.1 Amendment, dated as of September 29, 1998, to Contribution and
Purchase Agreement
2.2 Amendment, dated as September 30, 1998, to Contribution and
Purchase Agreement
4.1 First 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
10.1 Form of Amendment No. 1, dated as September 25, 1998, to the
Credit Agreement dated as of June 30, 1998
99.1 Press Release dated September 30, 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 COMMUNICATIONS, L.P.
By: Falcon Holding Group, L.P.,
as General Partner
By: Falcon Holding Group, Inc.,
its General Partner
Dated: October 9, 1998 By: /s/ MICHAEL K. MENEREY
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Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer
FALCON FUNDING CORPORATION
Dated: October 9, 1998 By: /s/ MICHAEL K. MENEREY
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Name: Michael K. Menerey
Title: Secretary and Chief
Financial Officer
EXHIBIT INDEX
2.1 Amendment, dated as of September 29, 1998, to Contribution and Purchase
Agreement
2.2 Amendment, dated as of September 30, 1998, to Contribution and Purchase
Agreement
4.1 First 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
10.1 Form of Amendment No. 1, dated as September 25, 1998, to the Credit
Agreement dated as of June 30, 1998
99.1 Press Release dated September 30, 1998.