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): May 26, 1999
Falcon Communications, 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)
033-60776 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 5. Other Events.
On May 26, 1999, Falcon Communications, L.P. issued the following
press release:
CHARTER COMMUNICATIONS TO ACQUIRE FALCON COMMUNICATIONS, L.P.
Los Angeles, CA - May 26, 1999 - Charter Communications and Falcon
Communications, LP ("Falcon") today announced a definitive agreement
in which Charter will acquire Falcon in a cash and stock transaction
valued at approximately $3.6 billion. Falcon's cable television
operations pass approximately 1.6 million homes and serve
approximately 1 million subscribers. Falcon is the eighth largest
cable Multiple Systems Operator in the nation with its largest
concentrations of customers in California and the Pacific Northwest,
Missouri, North Carolina, Alabama and Georgia.
Falcon's founder and CEO, Marc B. Nathanson, will become Vice Chairman
of Charter and is expected to join Charter's board following the close
of the transaction. Upon closing, Charter will serve 5.5 million
customers making it the fourth largest cable operator in the United
States.
In making the announcement, Jerald L. Kent, President and CEO of
Charter, commented, "This acquisition will allow Charter to reach its
stated goal of serving more than 5 million customers, an achievement
of critical mass. Our management team has been the industry leader in
generating superior operating results while providing excellent
customer service, and we look forward to applying our expertise to the
Falcon systems. We believe that cable pioneer Marc Nathanson, by
agreeing to take stock in Charter as part of the transaction, affirms
the quality of Charter and its operations."
Kent added, "These properties, when combined with our other
properties, are an excellent fit with Paul Allen's Wired World
strategy. We look forward to serving these customers and incorporating
them into Charter's vision."
Marc Nathanson said, "I have known and respected Jerry Kent, Barry
Babcock and Howard Wood for over 10 years. I am convinced that Falcon
customers will grow and benefit with the Charter merger. Paul Allen's
vision of a Wired World interconnected global network is particularly
exciting for all of us at Falcon. Our communities will benefit from
rapid system upgrades under the strong financial base of Charter."
Frank Intiso, Falcon's President and COO commented, "Falcon customers
will benefit from Charter's extensive experience in advanced data
services and commitment to customer satisfaction. They will also
inherit an experienced and dedicated group of employees that I have
had the pleasure of working with over the years."
Fifty-four percent of Falcon is controlled by Nathanson, his family
and the company's management. Forty-six percent of Falcon is owned by
AT&T Broadband & Internet Services, which has approved the
transaction.
"Marc Nathanson and his team at Falcon have distinguished and honored
themselves with their contributions to the cable industry," said Leo
J. Hindery, Jr., President and CEO of AT&T Broadband & Internet
Services. "Marc defines the virtues of a true leader and a cherished
friend with his generosity of spirit, his loyalty to his employees and
his passion for our industry. His expertise will be a tremendous asset
to Charter's growing business."
"I love the cable business. It has been a wonderful ride. I look
forward to helping Charter continue its rapid growth and devoting more
time to my government duties," reflected Nathanson, who was appointed
by President Clinton and
confirmed by the United States Senate as Chairman of U.S.
International Broadcasting. (In October 1999, the Broadcasting Board
of Governors will become an independent agency with 2,800 employees,
responsible for all U.S. non-military broadcasting including Voice of
America, Radio Free Europe/Radio Liberty, Radio/TVMarti and Radio Free
Asia.)
Falcon was represented in the transaction by Dow, Lohnes & Albertson
and longtime investment advisors Morgan Stanley Dean Witter and Lazard
Freres. Charter was represented by Irell & Manella. The transaction is
expected to close immediately following receipt of all necessary
government approvals.
Charter will also become the corporate general partner of 15 Enstar
partnerships, which have approximately 100,000 subscribers and have
been operated by Falcon management for many years.
Charter, a Wired World company, is among the country's leading
broadband communications companies. Following the close of all pending
transactions, Charter will serve approximately 5.5 million customers.
Charter was ranked as the eighth fastest growing company in the United
States by Inc. magazine on its 1998 Inc. 500 list. J.D. Power &
Associates survey of cable customers ranked Charter among the top
three companies based on quality of service in 1998.
Charter offers an array of services including cable television under
the Charter brand; high speed Internet access via Charter
Pipeline(TM); advanced digital video programming services under the
Charter Digital Cable(TM) brand and Charter Paging(TM). Headquartered
in St. Louis, MO, Charter was acquired by Paul G. Allen in 1998. More
information about Charter can be accessed on the Internet at
www.chartercom.com.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
FALCON COMMUNICATIONS, L. P.
By: Falcon Holding Group, Inc.,
its general partner
Dated: June 7, 1999 By: /s/ Michael K. Menerey
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Michael K. Menerey
Chief Financial Officer
FALCON FUNDING CORPORATION
Dated: June 7, 1999 By: /s/ Michael K. Menerey
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Michael K. Menerey
Chief Financial Officer