<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                                       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: 333-63643


                               CLASSIC CABLE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE
  (STATE OR OTHER JURISDICTION                           74-2750981
OF INCORPORATION OR ORGANIZATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)



                           6151 PALUXY ROAD BUILDING A
                               TYLER, TEXAS 75703
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


       Registrant's telephone number, including area code: (903) 581-2121


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. [X] Yes   [ ] No

     As of October 31, 2001, there were 1,000 shares of Common Stock
outstanding.



<PAGE>



                               CLASSIC CABLE, INC.

                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                       Page
<S>                                                                                                    <C>
PART I - FINANCIAL INFORMATION

Item 1     Financial Statements
           Consolidated Balance Sheets (Unaudited).......................................................4
           Consolidated Statements of Operations (Unaudited).............................................5
           Consolidated Statements of Cash Flows (Unaudited).............................................6
           Notes to Consolidated Financial Statements (Unaudited)........................................7
Item 2     Management's Discussion and Analysis of Financial Condition and Results of Operations........11
Item 3     Quantitative and Qualitative Disclosures About Market Risk...................................15

PART II - OTHER INFORMATION

Item 1     Legal Proceedings............................................................................16
Item 2     Changes in Securities and Use of Proceeds....................................................16
Item 3     Defaults Upon Senior Securities..............................................................16
Item 4     Submission of Matters to a Vote of Security Holders..........................................16
Item 5     Other Information............................................................................16
Item 6     Exhibits and Reports on Form 8-K.............................................................16

SIGNATURES..............................................................................................17
</Table>

                                   ----------

This Quarterly Report on Form 10-Q is for the quarter ended September 30, 2001.
This Quarterly Report modifies and supersedes documents filed prior to this
Quarterly Report. The SEC allows us to "incorporate by reference" information
that we file with them, which means that we can disclose important information
to you by referring you directly to those documents. Information incorporated by
reference is considered to be part of this Quarterly Report. In addition,
information that we file with the SEC in the future will automatically update
and supersede information contained in this Quarterly Report. In this Quarterly
Report, "Classic," "we," "us" and "our" refer to Classic Cable, Inc. and its
subsidiaries.

You should carefully review the information contained in this Quarterly Report,
but should particularly consider any risk factors that we set forth in this
Quarterly Report and in other reports or documents that we file from time to
time with the SEC. The statements, other than statements of historical fact,
included in this Quarterly Report on Form 10-Q are forward-looking statements.
These statements include, but are not limited to:

     o    statements regarding our bankruptcy proceedings;

     o    statements regarding future financing transactions;

     o    statements regarding our plans to obtain waivers and amendments to our
          current financing arrangements;

     o    statements regarding our planned capital expenditures and system
          upgrades; and

     o    statements regarding the offering of video and Internet access on our
          systems.

Forward-looking statements generally can also be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "plan," "seek," or "believe." We believe that the
expectations reflected in such forward-looking statements are accurate. However,
we cannot assure you that such expectations will occur. Our actual future
performance could differ materially from such statements. Factors that could
cause such or contribute to such differences include, but are not limited to:

     o    the uncertainties and/or potential delays associated with our
          bankruptcy proceedings;

     o    the uncertainties and/or potential delays associated with integrating
          past and future acquisitions;

     o    our ability to acquire additional cable systems on terms favorable to
          us;

     o    the passage of legislation or court decisions adversely affecting the
          cable industry;



                                       2
<PAGE>



     o    our ability to repay or refinance our outstanding indebtedness;

     o    the timing, actual cost and allocation of our capital expenditures and
          system upgrades;

     o    our potential need for additional capital;

     o    competition in the cable industry; and

     o    the advent of new technology.

You should not unduly rely on these forward-looking statements, which speak only
as of the date of this Quarterly Report on Form 10-Q. Except as required by law,
we are not obligated to publicly release any revisions to these forward-looking
statements to reflect events or circumstances occurring after the date of this
Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated
events.



                                       3
<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                               Classic Cable, Inc.

                           Consolidated Balance Sheets
                        (in thousands, except share data)
                                   (unaudited)

<Table>
<Caption>
                                                                              SEPTEMBER 30,   DECEMBER 31,
                                                                                  2001           2000
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
      Assets
      Cash and cash equivalents ...........................................   $        130    $     19,056
      Accounts receivable, net ............................................         11,923          13,446
      Prepaid expenses ....................................................          1,916             283
      Deferred financing costs, net .......................................         17,967          19,772
      Advances to parent ..................................................            547             691
      Investment in cable television systems:
        Inventory .........................................................         10,532          13,929
        Property, plant and equipment .....................................        374,963         373,817
        Less accumulated depreciation .....................................       (125,538)        (98,364)
                                                                              ------------    ------------
          Property, plant and equipment, net ..............................        249,425         275,453
        Intangible assets:
          Customer relationships ..........................................         85,378         200,666
          Franchise marketing rights ......................................         77,137         204,744
          Noncompete agreements ...........................................         24,900          28,375
          Goodwill ........................................................         30,386         109,927
                                                                              ------------    ------------
                                                                                   217,801         543,712
          Less accumulated amortization ...................................        (16,008)       (141,715)
                                                                              ------------    ------------
          Intangible assets, net ..........................................        201,793         401,997
                                                                              ------------    ------------
            Total investment in cable television systems ..................        461,750         691,379
                                                                              ------------    ------------
               Total assets ...............................................   $    494,233    $    744,627
                                                                              ============    ============

      Liabilities and Stockholder's Equity (Deficit)
      Liabilities:
        Accounts payable ..................................................   $     16,451    $     10,290
        Subscriber deposits and unearned income ...........................          8,204           7,649
        Other accrued expenses ............................................         22,817          30,377
        Accrued interest ..................................................         33,300          16,565
        Long-term debt, net ...............................................        578,526         559,036
                                                                              ------------    ------------
              Total liabilities ...........................................        659,298         623,917
      Stockholder's equity (deficit):
       Common stock: $.01 par value; 2001 and 2000 - 1,000 shares
        authorized, issued and outstanding ................................             --              --
       Additional paid-in capital .........................................        281,143         281,143
       Accumulated deficit ................................................       (446,208)       (160,433)
                                                                              ------------    ------------
              Total stockholder's equity (deficit) ........................       (165,065)        120,710
                                                                              ------------    ------------
              Total liabilities and stockholder's equity (deficit) ........   $    494,233    $    744,627
                                                                              ============    ============
</Table>


                 See notes to consolidated financial statements.



                                       4
<PAGE>



                               Classic Cable, Inc.

                      Consolidated Statements of Operations
                                 (in thousands)
                                   (unaudited)

<Table>
<Caption>
                                                         THREE MONTHS ENDED            NINE MONTHS ENDED
                                                            SEPTEMBER 30                  SEPTEMBER 30
                                                     --------------------------    --------------------------
                                                        2001            2000          2001            2000
                                                     -----------    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>            <C>
Revenues .........................................   $    44,338    $    46,081    $   136,484    $   136,501
Operating expenses:
  Programming ....................................        15,667         14,371         46,858         41,840
  Plant and operating ............................         7,322          4,930         18,735         14,683
  General and administrative .....................         9,872          6,559         21,408         20,224
  Marketing and advertising ......................           957            845          2,877          2,630
  Corporate overhead .............................         4,056          1,154          9,724          2,664
  Depreciation and amortization ..................        25,888         22,703         75,938         64,845
  Asset impairment ...............................       199,613             --        199,613             --
                                                     -----------    -----------    -----------    -----------
          Total operating expenses ...............       263,375         50,562        375,153        146,886
                                                     -----------    -----------    -----------    -----------
Loss from operations .............................      (219,037)        (4,481)      (238,669)       (10,385)
Interest expense .................................       (16,065)       (13,540)       (47,335)       (41,323)
Other income (expense) ...........................           (35)           470            229          2,109
                                                     -----------    -----------    -----------    -----------
Loss before income taxes and extraordinary item ..      (235,137)       (17,551)      (285,775)       (49,599)
Income tax benefit ...............................            --          6,084             --         17,467
                                                     -----------    -----------    -----------    -----------
Loss before extraordinary item ...................      (235,137)       (11,467)      (285,775)       (32,132)
Extraordinary loss on extinguishment of debt,
  net of taxes of $2,963 in 2000 .................            --             --             --         (5,501)
                                                     -----------    -----------    -----------    -----------
Net loss .........................................   $  (235,137)   $   (11,467)   $  (285,775)   $   (37,633)
                                                     ===========    ===========    ===========    ===========
</Table>


                 See notes to consolidated financial statements.



                                       5
<PAGE>



                               Classic Cable, Inc.

                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

<Table>
<Caption>
                                                                           NINE MONTHS ENDED SEPTEMBER 30
                                                                           ------------------------------
                                                                               2001             2000
                                                                           -------------    -------------
<S>                                                                        <C>              <C>
OPERATING ACTIVITIES
Net loss ...............................................................   $    (285,775)   $     (37,633)
Adjustments to reconcile net loss to net cash provided by (used in)
 operating activities:
    Provision for doubtful accounts ....................................           7,749            2,975
    Depreciation .......................................................          35,329           27,699
    Amortization of intangibles ........................................          40,356           37,146
    Impairment charge ..................................................         199,613               --
    Amortization of deferred financing costs ...........................           1,805            1,577
    Discount accretion on long-term debt ...............................              --                2
    Deferred tax benefit ...............................................              --          (20,430)
    Loss on sale/disposal of property, plant and equipment .............             130               --
    Extraordinary loss .................................................              --            8,464
    Changes in working capital, net of acquisition amounts:
     Change in accounts receivable .....................................          (6,226)          (6,018)
     Change in prepaid expenses ........................................          (1,633)            (602)
     Change in advances to parent ......................................             144              169
     Change in other accruals and payables .............................           9,528            5,191
     Change in accrued interest ........................................          16,735           (3,625)
                                                                           -------------    -------------
Net cash provided by (used in) operating activities ....................          17,755           14,915

INVESTING ACTIVITIES
Acquisition of cable television systems ................................              --         (112,845)
Purchases of inventory .................................................          (6,978)          (2,613)
Purchases of property, plant and equipment .............................         (49,576)         (46,575)
Proceeds from sales of property, plant and equipment ...................             526               --
Payments for other intangibles .........................................            (143)          (2,201)
                                                                           -------------    -------------
Net cash provided by (used in) investing activities ....................         (56,171)        (164,234)

FINANCING ACTIVITIES
Proceeds from long-term debt ...........................................          19,500          225,000
Repayments of long-term debt ...........................................             (10)        (136,471)
Financing costs ........................................................              --           (8,081)
Payment of premium on redeemed notes ...................................              --             (660)
                                                                           -------------    -------------
Net cash provided by (used in) financing activities ....................          19,490           79,788
                                                                           -------------    -------------
Increase (decrease) in cash and cash equivalents .......................         (18,926)         (69,531)
Cash and cash equivalents at beginning of period .......................          19,056           85,855
                                                                           -------------    -------------
Cash and cash equivalents at end of period .............................   $         130    $      16,324
                                                                           =============    =============

Non-cash financing activities:
Stock issued as partial payment for cable television purchase ..........   $          --    $      13,889
</Table>


                 See notes to consolidated financial statements.



                                       6
<PAGE>



                               Classic Cable, Inc.
                   Notes to Consolidated Financial Statements
                            As of September 30, 2001


1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements of Classic
Cable, Inc. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In management's
opinion, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine month periods ended September 30, 2001 are not necessarily
indicative of the results that may be expected for the year ended December 31,
2001.

     For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended December 31, 2000 included in the Company's
Form 10-K.

     Certain reclassifications have been made in the 2000 financial statements
to conform to the 2001 presentation.

2. BANKRUPTCY PROCEEDINGS

     On November 13, 2001, the Company, its parent, Classic Communications, Inc.
("CCI"), and all of its wholly owned subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware (the "Court"). The
Company and each of its debtor subsidiaries continue to manage their businesses
as a debtor-in-possession. As debtors-in-possession, management is authorized to
operate the businesses, but may not engage in transactions outside the ordinary
course of business unless approved by the Court. After the Chapter 11 filings,
the Company obtained several Court orders authorizing the payment of certain
pre-petition liabilities (such as employee wages and benefits and programming
fees) and taking certain actions designed to preserve the going concern value of
the business and thereby enhance the reorganization prospects.

     These financial statements have been prepared on a going concern basis,
which contemplates continuity of operations, realization of assets, and payment
of post-petition liabilities in the ordinary course of business. As a result of
the Chapter 11 filings, there is no assurance that the carrying amounts of
assets will be realized or that liabilities will be settled for amounts
recorded. After negotiations with various parties in interest, the Company
expects to present a plan of reorganization to restructure its obligations. The
proposed plan of reorganization could change the amounts reported in the
financial statements and cause a material change in the carrying amount of
assets and liabilities. Future financial statements will be prepared in
accordance with the AICPA's Statement of Position 90-7 Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code (SOP 90-7). SOP 90-7
requires segregating pre-petition liabilities that are subject to compromise and
identifying all transactions and events that are directly associated with the
reorganization of the Company. A significant portion of the liabilities recorded
at September 30, 2001 are expected to be subject to compromise. Also in
accordance with SOP 90-7, after the filing date, interest will no longer be
accrued on any unsecured and undersecured debt.

     Under bankruptcy law, actions by creditors to collect pre-petition
indebtedness owed by the Company at the filing date are stayed and other
pre-petition contractual obligations may not be enforced against the Company. In
addition, the Company has the right, subject to Court approval and other
conditions, to assume or reject any pre-petition executory contracts and
unexpired leases. Parties affected by these rejections may file claims with the
Court. The Company is in the process of preparing and submitting the schedules
setting forth the Company's assets and liabilities as of the filing date as
reflected in the accounting records. The amounts of claims filed by creditors
could be significantly different from the amounts recorded by the Company. Due
to material uncertainties, it is not possible to predict the length of time the
Company will operate under Chapter 11 protection, the outcome of the proceedings
in general, whether the Company will continue to operate under its current
organizational structure, the effect of the proceedings on the Company's
businesses or the recovery by creditors and equity holders of the Company.




                                       7
<PAGE>



     An interim order of the Court approved a $30 million secured super-priority
debtor-in-possession revolving credit agreement ("Credit Agreement") with
Goldman Sachs Credit Partners L.P. ("Goldman Sachs") as administrative agent,
lead arranger and syndication agent ("DIP Financing"). The DIP Financing is
collateralized by, among other things, a senior lien on substantially all
Company assets, including assets that had previously been subject to a lien.
Each of the Company's subsidiaries and CCI has guaranteed the Company's
obligations under the DIP Financing and CCI has pledged the Company's
outstanding stock as well as that of its subsidiaries in connection with the DIP
Financing. The DIP Financing expires on the one-year anniversary of the first
loan under the Credit Agreement, unless it is extended to fifteen months
following the closing of the first loan. The Credit Agreement can be terminated
if an event of default occurs and the Company can terminate portions of the
revolving credit commitment in certain circumstances. If a loan under the Credit
Agreement is a base rate loan, the Company will pay interest equal to the
greater of (a) 7.00% per annum, and (b) the base rate plus 2.50%. The base rate
for any period is a fluctuating rate equal to the greater of (i) the rate
announced by Goldman Sachs in New York from time to time as its base rate, and
(ii) the sum of 0.5% and the federal funds rate. If a loan is a Eurodollar rate
loan, the Company will pay interest equal to the greater of (a) 7.00% per annum
and (b) the Eurodollar rate plus 4.50%. The Eurodollar rate is determined by
Goldman Sachs to be the offered rate for deposits in dollars for the applicable
period which appears on the Dow Jones Markets Telerate Page 3750. Interest
accrued on a base rate loan is generally payable in arrears on the first day of
each calendar month after the making of each base rate loan. Interest accrued on
a Eurodollar rate loan is generally payable in arrears on the first day of each
month during an interest period applicable to such loan. The interest period may
be one, two, three or six months as selected by the Company in its borrowing
notice.

3. ASSET IMPAIRMENT

     During the three months ended September 30, 2001, the Company incurred a
net basic subscriber decline of approximately 24,000 subscribers. This
represented a 6% decline in the basic subscriber base. Overall for the nine
months ended September 30, 2001, the Company has incurred a net basic subscriber
decline of approximately 40,000 subscribers. As a result of these declines, the
Company determined that various long-lived assets associated with the subscriber
base were impaired. Based upon recent third-party cable systems sales of
comparable systems, the Company recognized in the third quarter of 2001 an
impairment charge of $200 million.

4. INCOME TAXES

     The effective tax rates for the three and nine months ended September 30,
2001 and 2000 differ from the statutory rates primarily due to the impact of
permanent differences and increases in the valuation allowance on deferred tax
assets. The Company believes it is more likely than not that such deferred tax
assets will not be utilized in the near term.

5. STAR ACQUISITION

     In February 2000, a wholly owned subsidiary purchased substantially all of
the assets of Star Cable Associates ("Star"), which operates cable television
systems in Texas, Louisiana and Ohio, for an aggregate purchase price of
approximately $111 million in cash and 555,555 shares of CCI's Class A Voting
Common Stock. The purchase was financed from proceeds of the $225 million
private debt offering of 10.5% Senior Subordinated Notes due 2010 and available
cash. The acquisition was accounted for using the purchase method and,
accordingly, the operating results of the systems acquired have been included in
the Company's consolidated financial statements since the date of acquisition.

     The following summarized unaudited pro forma financial information for the
nine months ended September 30, 2000 assumes the Star acquisition, the related
financing, and other changes to the Company's debt structure had occurred on
January 1, 2000. The following pro forma information is not necessarily
indicative of the results that would have occurred had the transactions been
completed at the beginning of the period indicated, nor is it indicative of
future operating results (in thousands, except per share data):

<Table>
<Caption>
                                           NINE MONTHS
                                              ENDED
                                           SEPTEMBER 30,
                                              2000
                                         -----------------
<S>                                      <C>
Revenues...............................  $   139,656
Loss before extraordinary item.........      (32,715)
Net loss...............................      (38,216)
</Table>



                                       8
<PAGE>



6. LONG-TERM DEBT

     The Company's long-term debt consists of the following as of September 30,
2001 (in thousands):

<Table>
<S>                                         <C>
1999 credit facility:
  Revolver..............................    $   35,500
  Term loan B...........................        86,842
  Term loan C...........................        78,158
10.5% Senior Subordinated Notes.........       225,000
9.375% Senior Subordinated Notes........       150,000
9.875% Senior Subordinated Notes........         3,000
Other...................................            26
                                            ----------
                                            $  578,526
                                            ==========
</Table>

     In February 2001, the Company borrowed an additional $19.5 million on its
revolver.

     The 1999 credit facility is collateralized by essentially all the assets of
the Company. The terms of the credit facility and the DIP Financing restrict
certain activities of the Company, including the incurrence of additional
indebtedness and the payment of certain dividends. Accordingly, substantially
all the assets and operations of the Company are restricted as to transfer to
CCI and may not be available for dividends and/or debt service of CCI.

     As of September 30, 2001, the Company was not in compliance with certain
financial covenants specified in its credit facility.

     The Company failed to make an aggregate $7.2 million of interest payments
due on its 9.375% Senior Subordinated Notes and its 9.875% Senior Subordinated
Notes that were due on August 1, 2001. In addition, the Company failed to make
the $11.8 million interest payment on its 10.5% Senior Subordinated Notes that
was due on September 4, 2001. The failure of the Company to make the interest
payments is an event of default under the Indentures under which the Notes were
issued.

     The Company is a holding company with no assets or operations other than
its investments in its subsidiaries. The subsidiary guarantors are wholly owned
subsidiaries of the Company and have fully and unconditionally guaranteed the
notes (the 10.5% Senior Subordinated Notes, the 9.375% Senior Subordinated
Notes, and the 9.875% Senior Subordinated Notes) on a joint and several basis.
The subsidiary guarantors comprise all of the direct and indirect subsidiaries
of the Company. The Company has not presented separate financial statements and
other disclosures concerning each subsidiary guarantor because management has
determined that such information is not material to investors.

     See further discussion in footnote 2.

7. SEVERANCE COSTS

     During the first nine months of 2001, the Company paid severance benefits
of $974,000, all of which were accrued during 2000, to 154 employees. There were
no other adjustments to the accrued benefits.

8. CORPORATE OVERHEAD

     The Company has been engaged in various negotiations related to potential
financing and restructuring transactions. The Company has incurred substantial
fees related to the due diligence efforts and commitments related to these
potential transactions. During the first, second and third quarters of 2001, the
Company incurred $123,000, $2,686,000 and $3,018,000, respectively, related to
such activities.

     The Company initiated a reorganization plan in the fourth quarter of 2000.
See note 7. Other costs related to the Company's reorganization efforts incurred
during the first, second and third quarters of 2001 were $11,000, $309,000 and
$19,000, respectively.

     In June 2001, the Company forgave certain indebtedness of an officer of the
Company. The amount forgiven was $443,000. Other costs incurred related to the
forgiveness totaled $325,000.



                                       9
<PAGE>



9. RECENT ACCOUNTING PRONOUNCEMENTS

     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("FAS 144"), which addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, and the accounting and reporting provisions
of APB Opinion No. 30, Reporting the Results of Operations for a disposal of a
segment of a business. FAS 144 is effective for fiscal years beginning after
December 15, 2001, with earlier application encouraged. The Company expects to
adopt FAS 144 as of January 1, 2002 and does not expect that the adoption of the
Statement will have a significant impact on its financial position and results
of operations.

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets ("FAS 142"), effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with FAS 142. Other intangible
assets will continue to be amortized over their useful lives.

     The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. During 2002, the
Company will perform the first of the required impairment tests of goodwill and
indefinite lived intangible assets as of January 1, 2002 and has not yet
determined what the effect of these tests will be on the earnings and financial
position of the Company.

10. SUBSEQUENT EVENTS

     In October 2001, the Company, through its subsidiaries, sold assets
associated with the Breckenridge, Colorado cable system to TCI Cable Partners of
St. Louis, L.P. for approximately $13.7 million plus approximately $2.5 million
to be paid in the future if certain conditions are met. On October 24, 2001, the
Company's 1999 credit facility was amended to permit the Breckenridge
disposition.



                                       10
<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

     We do not believe the discussion and analysis of our historical financial
condition and results of operations set forth below are indicative nor should
they be relied upon as an indicator of our future performance.

     On November 13, 2001 we, our parent, Classic Communications, Inc. ("CCI"),
and our subsidiaries listed below filed voluntary petitions for reorganization
(the "Petitions") under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
Delaware (the "Court"). The following subsidiaries filed Chapter 11 petitions:

<Table>
<S>                                      <C>                               <C>
   Callcom 24, Inc.                      Classic Cable of Oklahoma, Inc.   Classic Cable Holding, Inc.
   Classic Telephone, Inc.               Friendship Cable of Texas, Inc.   Correctional Cable TV, Inc.
   Friendship Cable of Arkansas, Inc.    Universal Cable Holdings, Inc.    Television Enterprises, Inc.
   Universal Cable Communications, Inc.  W.K. Communications, Inc.         Universal Cable of Beaver,
                                                                           Oklahoma, Inc.
   Universal Cable Midwest, Inc.                                           WT Acquisition Corporation
</Table>


     We will continue to manage our business as a debtor-in possession. As
debtors-in-possession, management is authorized to operate the businesses, but
may not engage in transactions outside the ordinary course of business unless
approved by the Court. After the Chapter 11 filings, we obtained several Court
orders authorizing the payment of certain pre-petition liabilities (such as
employee wages and benefits and programming fees) and taking certain actions
designed to preserve the going concern value of the business and thereby enhance
the reorganization prospects.

     Under bankruptcy law, actions by creditors to collect pre-petition
indebtedness owed by us at the filing date are stayed and other pre-petition
contractual obligations may not be enforced against us. In addition, we have the
right, subject to Court approval and other conditions, to assume or reject any
pre-petition executory contracts and unexpired leases. Parties affected by these
rejections may file claims with the Court. We are in the process of preparing
and submitting the schedules setting forth all assets and liabilities as of the
filing date as reflected in our accounting records. The amounts of claims filed
by creditors could be significantly different from the amounts recorded by us.
Due to material uncertainties, it is not possible to predict the length of time
we will operate under Chapter 11 protection, the outcome of the proceedings in
general, whether we will continue to operate under our current organizational
structure, the effect of the proceedings on our business or the recovery by our
creditors and equity holders.

     An interim order of the Bankruptcy Court approved a $30 million secured
super-priority debtor-in-possession revolving credit agreement ("Credit
Agreement") with Goldman Sachs Credit Partners L.P. ("Goldman Sachs") as
administrative agent, lead arranger and syndication agent ("DIP Financing"). The
DIP Financing is collateralized by, among other things, a senior lien on
substantially all of CCI and our assets, including assets that had previously
been subject to a lien. Each of our subsidiaries and CCI has guaranteed the
obligations under the DIP Financing and our outstanding stock as well as that of
our subsidiaries has been pledged in connection with the DIP Financing. The DIP
Financing expires on the one-year anniversary of the first loan under the Credit
Agreement, unless it is extended to fifteen months following the closing of the
first loan. The Credit Agreement can be terminated if an event of default occurs
and we can terminate portions of the revolving credit commitment in certain
circumstances. If a loan under the Credit Agreement is a base rate loan, we will
pay interest equal to the greater of (a) 7.00% per annum, and (b) the base rate
plus 2.50%. The base rate for any period is a fluctuating rate equal to the
greater of (i) the rate announced by Goldman Sachs in New York from time to time
as its base rate, and (ii) the sum of 0.5% and the federal funds rate. If a loan
is a Eurodollar rate loan, we will pay interest equal to the greater of (a)
7.00% per annum and (b) the Eurodollar rate plus 4.50%. The Eurodollar rate is
determined by Goldman Sachs to be the offered rate for deposits in dollars for
the applicable period which appears on the Dow Jones Markets Telerate Page 3750.
Interest accrued on a base rate loan is generally payable in arrears on the
first day of each calendar month after the making of each base rate loan.
Interest accrued on a Eurodollar rate loan is generally payable in arrears on
the first day of each month during an interest period applicable to such loan.
The interest period may be one, two, three or six months as selected by us in
our borrowing notice.



                                       11
<PAGE>



GENERAL

     REVENUES. Revenues are primarily attributable to monthly subscription fees
charged to subscribers for our basic, premium and digital cable television
product offerings. Basic revenues consist of monthly subscription fees for all
services, other than digital services and premium programming, as well as
monthly charges for customer equipment rental. Premium revenues consist of
monthly subscription fees for programming provided on a per channel basis.
Digital revenues consist of the incremental revenues over and above our full
basic revenues for digital based programming. In addition, other revenues are
derived from:

     o    installation and reconnection fees charged to basic subscribers to
          commence or reinstate service;

     o    pay-per-view charges;

     o    late payment fees;

     o    advertising revenues; and

     o    commissions related to the sale of merchandise by home shopping
          services.

     At September 30, 2001, our collective systems served approximately 353,000
basic subscribers, 203,000 premium subscribers and 38,000 digital subscribers.
We have a basic penetration rate of approximately 49%, a premium penetration
rate of approximately 58% and a digital penetration rate of approximately 12%.
The table below sets forth the percentage of our total revenues attributable to
the various sources for the nine months ended September 30, 2001 and 2000:

<Table>
<Caption>
                                             2001         2000
<S>                                        <C>         <C>
          Basic                                  81%         82%
          Premium                                 9%         10%
          Digital                                 3%          1%
          Data                                   - %         - %
          Other                                   7%          7%
                                           --------    --------
          Total revenues                        100%        100%
                                           ========    ========
</Table>

     OPERATING EXPENSES. Our operating expenses consist primarily of (a)
programming fees, (b) plant and operating costs, (c) general and administrative
expenses, (d) marketing costs, (e) corporate overhead, and (f) amortization and
depreciation of intangible assets and property, plant and equipment. Programming
fees have historically increased at rates in excess of inflation due to system
acquisitions and internal growth, as well as increases in the number, quality
and cost of programming services offered by us. Plant and operating costs
include expenses related to wages and employee benefits of technical personnel,
electricity, systems supplies, vehicles and other operating costs. General and
administrative expenses include wages and employee benefits for customer
service, accounting and administrative personnel, franchise fees and expenses
related to billing, payment processing, and office administration. Corporate
overhead consists primarily of expenses incurred by our executive management,
which are not directly attributable to any one system.

     NET LOSSES. The high level of depreciation and amortization associated with
our acquisitions and capital expenditures related to continued construction and
upgrading of the current systems, together with interest costs related to our
financing activities, have contributed to our net losses.

     The following discussion pertains to our results of operations and
financial condition for the three and nine months ended September 30, 2001 and
2000.

THREE MONTHS ENDED SEPTEMBER 30, 2001 VS. SEPTEMBER 30, 2000

     Revenues decreased $1.7 million, or 4%, in the three months ending
September 30, 2001. Basic subscriber declines of 40,000 were partially mitigated
by rate increases implemented in the first quarter of 2001, all of which
resulted in basic revenue decline of $2.3 million. Basic revenue per subscriber
increased from $32.20 to $32.62. Digital subscribers increased by 27,000 which
led to increased revenue of $0.9 million. Premium and other revenue sources
declined $0.3 million. Revenue per subscriber increased from $39.08 to $40.55.

     Operating expenses increased $212.8 million, or 421%, in the three months
ending September 30, 2001. Programming expenses increased $1.3 million primarily
due to increased rates charged by



                                       12
<PAGE>



programming vendors. In 2001, plant and operating and general and administrative
costs increased $5.7 million, or 50%, primarily due to increased labor costs,
contract labor and bad debt expense. Corporate overhead increased $2.9 million
primarily due to $3.0 million of professional fees incurred in 2001 related to
our various financing and restructuring activities. Depreciation and
amortization expense in 2001 was $25.9 million, an increase of $3.2 million over
the same period in 2000. The increase is due to continuing capital spending on
digital services and the utilization of inventory balances. During the three
months ended September 30, 2001, we incurred a net basic subscriber decline of
approximately 24,000 subscribers. This represented a 6% decline in the basic
subscriber base. Overall for the nine months ended September 30, 2001, we have
incurred a net basic subscriber decline of approximately 40,000 subscribers. As
a result of these declines, we determined that various long-lived assets
associated with the subscriber base were impaired. Based upon recent third-party
cable systems sales of comparable systems, we recognized in the third quarter of
2001 an impairment charge of $200 million.

     Interest expense increased $2.5 million, or 19%, in 2001. The increase is
primarily due to higher average debt balances and interest rates in 2001.

     Other income decreased $0.5 million in 2001. This decrease is primarily the
result of decreased interest income on cash reserves.

     No income tax benefit was recognized in 2001. The income tax benefit was
$6.1 million in 2000. The effective tax rates for 2001 and 2000 differ from the
statutory rates primarily due to increases in the valuation allowance on
deferred tax assets.

     As a result of the above described fluctuations in our results of
operations, the net loss of $235.1 million in 2001 increased by $223.7 million,
as compared to the net loss of $11.5 million in 2000.

NINE MONTHS ENDED SEPTEMBER 30, 2001 VS. SEPTEMBER 30, 2000

     Revenues remained flat at $136.5 million from period to period. The Star
acquisition added approximately 57,000 subscribers in February 2000. Basic
subscriber declines in 2001 were partially mitigated by rate increases
implemented in the first quarter of 2001, all of which resulted in basic revenue
decline of $1.4 million. Revenue per subscriber increased from $38.58 to $40.73.
Digital revenue increased $2.9 million. Premium and other revenue sources
declined $1.5 million.

     Operating expenses increased $228.3 million, or 155%, in 2001. Programming
expenses increased $5.0 million primarily due to increased rates charged by
programming vendors. Plant and operating and general and administrative costs
increased $5.2 million, or 15%. Capitalization of internal labor and overhead
increased as we completed significantly larger numbers of digital service
installations as compared to the previous year. This positive impact on the
expenses was offset by increased labor costs, contract labor and bad debt
expense. Corporate overhead increased $7.1 million primarily due to $5.8 million
of professional fees incurred in 2001 related to our various financing and
restructuring activities. Depreciation and amortization expense in 2001 was
$75.9 million, an increase of $11.1 million over the same period in 2000. The
increase is due to continuing capital spending on digital services and the
utilization of inventory balances. During the three months ended September 30,
2001, we incurred a net basic subscriber decline of approximately 24,000
subscribers. This represented a 6% decline in the basic subscriber base. Overall
for the nine months ended September 30, 2001, we have incurred a net basic
subscriber decline of approximately 40,000 subscribers. As a result of these
declines, we determined that various long-lived assets associated with the
subscriber base were impaired. Based upon recent third-party cable systems sales
of comparable systems, we recognized in the third quarter of 2001 an impairment
charge of $200 million.

     Interest expense increased $6.0 million, or 15%, in 2001. The increase is
primarily due to higher average debt balances and interest rates in 2001.

     Other income decreased $1.9 million in 2001. This decrease is primarily the
result of decreased interest income on cash reserves.

     No income tax benefit was recognized in 2001. The income tax benefit was
$17.5 million in 2000. The effective tax rates for 2001 and 2000 differ from the
statutory rates primarily due to increases in the valuation allowance on
deferred tax assets.



                                       13
<PAGE>




     In February 2000, the 1999 credit facility was amended resulting in an
extraordinary loss of $8.5 million ($5.5 million, net of taxes).

     As a result of the above described fluctuations in our results of
operations, the net loss of $285.8 million in 2001 increased by $248.1 million,
as compared to the net loss of $37.6 million in 2000.

LIQUIDITY AND CAPITAL RESOURCES

     The cable television industry is a capital intensive business that
generally requires financing for the upgrade, expansion and maintenance of the
technical infrastructure. Historically, we have funded our working capital
requirements, capital expenditures and acquisitions through a combination of
internally generated funds, long- and short-term borrowings and equity
contributions. Our ability to generate cash to meet our future needs will depend
generally on our results of operations and the continued availability of
external financing.

     For the nine months ended September 30, 2001 and 2000, cash provided by
operating activities totaled $17.8 million and $14.9 million, respectively. Cash
used for investing activities totaled $56.2 million and $164.2 million
(including $111 million related to the Star acquisition) for the nine months
ended September 30, 2001 and 2000, respectively. Cash provided by financing
activities was $19.5 million and $79.8 million for the nine months ending
September 30, 2001 and 2000, respectively. Our aggregate outstanding borrowings
as of September 30, 2001 were $578.5 million.

     EBITDA for the three months ended September 30, 2001 and 2000, before
non-cash charges and restructuring and financing related professional fees, was
$9.5 million and $18.2 million, respectively. EBITDA represents earnings before
interest, taxes, depreciation and amortization. EBITDA is not intended to be a
performance measure that should be regarded as an alternative to, or more
meaningful than, either operating income or net income as an indicator of
operating performance or to the statement of cash flows as a measure of
liquidity; is not intended to represent funds available for debt service,
dividends, reinvestment or other discretionary uses; and should not be
considered in isolation or as a substitute for measures of performance prepared
in accordance with generally accepted accounting principles. EBITDA is included
because our management believes that EBITDA is a meaningful measure of
performance as it is commonly used by the cable television industry and by the
investment community to analyze and compare cable television companies. Our
definition of EBITDA may not be identical to similarly titled measures reported
by other companies.

     Capital expenditures (excluding the Star acquisition) for the nine months
ended September 30, 2001 and 2000 were approximately $48.8 million and $46.6
million, respectively.

     In February 2001, we borrowed an additional $19.5 million on our revolver.

     All of our debt is fully and unconditionally guaranteed by our wholly owned
direct and indirect subsidiaries on a joint and several basis. There are
presently no restrictions on the ability of these subsidiaries to make
distributions to us.

     An interim order of the Bankruptcy Court approved a $30 million secured
super-priority debtor-in-possession revolving credit agreement with Goldman
Sachs Credit Partners L.P. as administrative agent, lead arranger and
syndication agent.

INTANGIBLES

     At September 30, 2001, we have recorded net intangible assets of $201.8
million, 41% of total assets. These assets arose during the acquisition of cable
systems throughout our history. These intangible assets are amortized over their
estimated useful lives. We review the valuation and amortization periods of
these intangibles on a periodic basis, taking into consideration any events or
circumstances that might result in diminished fair value or revised useful life.
In September 2001, we recognized an impairment charge on intangibles of $160
million.

RECENT ACCOUNTING PRONOUNCEMENTS

     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets ("FAS 144"), which addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and



                                       14
<PAGE>



supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of, and the accounting and reporting
provisions of APB Opinion No. 30, Reporting the Results of Operations for a
disposal of a segment of a business. FAS 144 is effective for fiscal years
beginning after December 15, 2001, with earlier application encouraged. We
expect to adopt FAS 144 as of January 1, 2002 and do not expect that the
adoption of the Statement will have a significant impact on our financial
position and results of operations.

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets ("FAS 142"), effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with FAS 142. Other intangible
assets will continue to be amortized over their useful lives.

     We will apply the new rules on accounting for goodwill and other intangible
assets beginning in the first quarter of 2002. During 2002, we will perform the
first of the required impairment tests of goodwill and indefinite lived
intangible assets as of January 1, 2002 and have not yet determined what the
effect of these tests will be on our earnings and financial position.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to market risk including changes in interest rates. To
manage the volatility relating to these exposures, we enter into various
derivative transactions pursuant to our policies in areas such as counterparty
exposure and hedging practices. Positions are monitored using techniques
including market value and sensitivity analyses. We do not hold or issue any
derivative financial instruments for trading purposes and are not a party to
leveraged instruments. The credit risks associated with our derivative financial
instruments are controlled through the evaluation and monitoring of the
creditworthiness of the counterparties. Although we may be exposed to losses in
the event of nonperformance by the counterparties, we do not expect such losses,
if any, to be significant.



                                       15
<PAGE>



PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     On November 13, 2001, the Company, its parent, Classic Communications,
Inc., and all of its wholly owned subsidiaries filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware. The Company and its subsidiaries remain in
possession of their assets and properties, and continue to operate their
businesses and manage their properties as debtors-in-possession pursuant to the
provisions of the Bankruptcy Code.

     The Company, in the ordinary course of its business, is the subject of
various pending or threatened legal actions. Prosecution of certain of these
actions may be stayed by the Company's Chapter 11 filing. The Company believes
any ultimate liability arising from these actions should not have a material
adverse effect on its consolidated financial position at September 30, 2001.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

     As of September 30, 2001, we were in default under the senior credit
agreement and our Senior Subordinated Notes.

     See notes 2 and 6 to the consolidated financial statements in Part 1 of
this Form 10-Q and "Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations" for additional information regarding these
defaults. Such information is incorporated herein by reference.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None

ITEM 5 - OTHER INFORMATION

     None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         Exhibit Number             Exhibit
         --------------             -------
             10.1                   Secured Super-Priority Debtor in Possession
                                    Revolving Credit Agreement, dated as of
                                    November 13, 2001, among Classic Cable,
                                    Inc., as debtor and debtor in possession, as
                                    Borrower; Classic Communications, Inc., as
                                    debtor and debtor in possession, as Parent
                                    Guarantor; the subsidiaries of the borrower
                                    party thereto, as debtors and debtors in
                                    possession, as Subsidiary Guarantors; the
                                    lenders and issuers from time to time party
                                    thereto; and Goldman Sachs Credit Partners
                                    L.P., as Administrative Agent, Lead Arranger
                                    and Syndication Agent.

     (b) Reports on Form 8-K

          (1)  On August 1, 2001, we filed a Form 8-K announcing that we filed a
               press release on August 1, 2001, announcing material financial
               developments and second quarter guidance.

          (2)  On August 31, 2001, we filed a Form 8-K announcing that we failed
               to make interest payments due on August 1, 2001, on our 9 3/8%
               and 9 7/8% Senior Subordinated Notes, which constitutes an event
               of default under the indentures.

          (3)  On November 13, 2001, we filed a Form 8-K announcing that we, our
               parent and our subsidiaries filed voluntary petitions for
               reorganization under Chapter 11 of the United States Bankruptcy
               Code.



                                       16
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements 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.


                                        CLASSIC CABLE, INC.


Date: November 21, 2001                 /s/ JIMMIE TAYLOR
                                        ----------------------------------------
                                        Jimmie Taylor
                                        Chief Financial Officer



                                       17
<PAGE>



                                INDEX TO EXHIBITS

<Table>
<Caption>
        EXHIBIT
        NUMBER             DESCRIPTION
        ------             -----------
<S>                        <C>
         10.1              Secured Super-Priority Debtor in Possession Revolving
                           Credit Agreement, dated as of November 13, 2001,
                           among Classic Cable, Inc., as debtor and debtor in
                           possession, as Borrower; Classic Communications,
                           Inc., as debtor and debtor in possession, as Parent
                           Guarantor; the subsidiaries of the borrower party
                           thereto, as debtors and debtors in possession, as
                           Subsidiary Guarantors; the lenders and issuers from
                           time to time party thereto; and Goldman Sachs Credit
                           Partners L.P., as Administrative Agent, Lead Arranger
                           and Syndication Agent.
</Table>





                                       18