- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A (AMENDMENT NO. 1) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO _________________ COMMISSION FILE NUMBER: 33-60776 FALCON HOLDING GROUP, L.P. (Exact name of Registrant as specified in its charter) DELAWARE 95-4408577 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 10900 WILSHIRE BOULEVARD--15TH FLOOR LOS ANGELES, CALIFORNIA 90024 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 824-9990 Securities registered pursuant to Section 12 (b) of the Act: NONE Securities registered pursuant to Section 12 (g) of the Act: NONE Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of equity securities held by non-affiliates of the Registrant: There is no public trading market for the equity securities of the Registrant and, accordingly, the Registrant is not presently able to determine the market value of the equity securities held by non-affiliates. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized this 7th day of August, 1998. FALCON HOLDING GROUP, L.P. by its general partner, Falcon Holding Group, Inc. By: /s/ MICHAEL K. MENEREY ----------------------------------------- Michael K. Menerey CHIEF FINANCIAL OFFICER Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 7th day of August, 1998. SIGNATURE TITLE - ------------------------------ -------------------------- Director of Falcon Holding Group, Inc. /s/ MARC B. NATHANSON and Chief Executive - ------------------------------ Officer of the Marc B. Nathanson Registrant (Principal Executive Officer) Executive Vice President, Chief Financial Officer /s/ MICHAEL K. MENEREY and Secretary of the - ------------------------------ Registrant Michael K. Menerey (Principal Financial and Accounting Officer) Director of Falcon Holding Group, Inc. /s/ STANLEY S. ITSKOWITCH and Executive Vice - ------------------------------ President and General Stanley S. Itskowitch Counsel of the Registrant S-1