<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 MARCH 31, 2002

                                       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 April 30, 2002, there were 1,000 shares of Common Stock outstanding.


<PAGE>


                               CLASSIC CABLE, INC.

                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                                        Page
                                                                                                        ----
<S>        <C>                                                                                          <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..........................................17
Item 5     Other Information............................................................................17
Item 6     Exhibits and Reports on Form 8-K.............................................................17

SIGNATURES .............................................................................................18
</Table>

                                   ----------

     This Quarterly Report on Form 10-Q is for the quarter ended March 31, 2002.
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
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;

     o   our ability to repay or refinance our outstanding indebtedness;


                                       2
<PAGE>


     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>


                                                                                MARCH 31,       DECEMBER 31,
                                                                                  2002             2001
                                                                                ---------       ------------
<S>                                                                             <C>              <C>
Assets
Current:
  Cash and cash equivalents .............................................       $   6,929        $   7,641
  Accounts receivable, net ..............................................           6,932            8,047
  Prepaid expenses ......................................................           3,781            1,971
                                                                                ---------        ---------
    Total current assets ................................................          17,642           17,659
Deferred financing costs, net ...........................................           2,770            3,182
Advances to parent ......................................................             450              498
Investment in cable television systems:
  Inventory .............................................................           7,001            7,323
  Property, plant and equipment .........................................         393,062          385,992
  Less accumulated depreciation .........................................        (157,049)        (144,692)
                                                                                ---------        ---------
    Property, plant and equipment, net ..................................         236,013          241,300
  Intangible assets:
    Customer relationships ..............................................          85,378           85,378
    Franchise marketing rights ..........................................          77,354           77,354
    Noncompete agreements ...............................................          24,900           24,900
    Goodwill ............................................................          30,490           30,490
                                                                                ---------        ---------
                                                                                  218,122          218,122
    Less accumulated amortization .......................................         (31,653)         (23,927)
                                                                                ---------        ---------
    Intangible assets, net ..............................................         186,469          194,195
                                                                                ---------        ---------
          Total investment in cable television systems ..................         429,483          442,818
                                                                                ---------        ---------
             Total assets ...............................................       $ 450,345        $ 464,157
                                                                                =========        =========
Liabilities and Stockholder's Equity (Deficit)
Liabilities:
Current:
  Accounts payable ......................................................       $   1,387        $     960
  Subscriber deposits and unearned income ...............................           6,427            6,563
  Other accrued expenses ................................................          16,365           13,103
  Accrued interest ......................................................           1,649              520
  Long-term debt ........................................................         201,870          201,871
                                                                                ---------        ---------
    Total current liabilities ...........................................         227,698          223,017
Liabilities subject to compromise .......................................         440,044          441,400
                                                                                ---------        ---------
             Total liabilities ..........................................         667,742          664,417

Stockholder's equity (deficit):
  Common stock: $.01 par value; 2002 and 2001 -- 1,000 shares authorized,
  issued and outstanding                                                               --               --
Additional paid-in capital ..............................................         281,143          281,143
Accumulated deficit .....................................................        (498,540)        (481,403)
                                                                                ---------        ---------
          Total stockholder's equity (deficit) ..........................        (217,397)        (200,260)
                                                                                ---------        ---------
             Total liabilities and stockholder's equity (deficit) .......       $ 450,345        $ 464,157
                                                                                =========        =========
</Table>

                 See notes to consolidated financial statements.


4
<PAGE>



                               Classic Cable, Inc.

                      Consolidated Statements of Operations
                                 (in thousands)
                                   (unaudited)

<Table>
<Caption>

                                                         THREE MONTHS ENDED
                                                               MARCH 31
                                                       ------------------------
                                                         2002            2001
                                                       --------        --------
<S>                                                    <C>             <C>
Revenues .......................................       $ 40,798        $ 46,032
Operating expenses:
  Programming ..................................         14,498          15,584
  Plant and operating ..........................          7,209           5,486
  General and administrative ...................          6,610           5,223
  Marketing and advertising ....................            639           1,122
  Corporate overhead ...........................            603           1,154
  Depreciation and amortization ................         20,156          24,699
  Chapter 11 related reorganization items ......          3,236              --
                                                       --------        --------
          Total operating expenses .............         52,951          53,268
                                                       --------        --------
Loss from operations ...........................        (12,153)         (7,236)
Interest expense ...............................         (4,989)        (15,017)
Other income (expense) .........................              5             187
                                                       --------        --------
Net loss .......................................       $(17,137)       $(22,066)
                                                       ========        ========
</Table>


                 See notes to consolidated financial statements.


                                       5

<PAGE>



                               Classic Cable, Inc.

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

<Table>
<Caption>


                                                                           THREE MONTHS ENDED MARCH 31
                                                                           ---------------------------
                                                                               2002            2001
                                                                           ----------        ---------
<S>                                                                        <C>               <C>
OPERATING ACTIVITIES
Net loss .............................................................       $(17,137)       $(22,066)
Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
    Provision for doubtful accounts ..................................            952           1,128
    Depreciation .....................................................         12,430          11,229
    Amortization of intangibles ......................................          7,726          13,470
    Amortization of deferred financing costs .........................            412             605
    (Gain) loss on sale/disposal of property, plant and equipment ....             (5)             58
    Changes in working capital, net of acquisition amounts:
     Change in accounts receivable ...................................            163            (513)
     Change in prepaid expenses ......................................         (1,810)           (341)
     Change in liabilities subject to compromise .....................         (1,356)             --
     Change in advances to parent ....................................             48              48
     Change in other accruals and payables ...........................          3,552           1,791
     Change in accrued interest ......................................          1,130          (8,694)
                                                                             --------        --------
Net cash provided by (used in) operating activities ..................          6,105          (3,285)

INVESTING ACTIVITIES
Inventory purchases, net of returns ..................................           (301)        (13,281)
Purchases of property, plant and equipment ...........................         (6,652)        (14,346)
Proceeds from sales of property, plant and equipment .................            137             405
Payments for intangibles .............................................             --            (143)
                                                                             --------        --------
Net cash provided by (used in) investing activities ..................         (6,816)        (27,365)

FINANCING ACTIVITIES
Proceeds from long-term debt .........................................             --          19,500
Repayments of long-term debt .........................................             (1)             (4)
                                                                             --------        --------
Net cash provided by (used in) financing activities ..................             (1)         19,496
                                                                             --------        --------
Increase (decrease) in cash and cash equivalents .....................           (712)        (11,154)
Cash and cash equivalents at beginning of period .....................          7,641          19,056
                                                                             --------        --------
Cash and cash equivalents at end of period ...........................       $  6,929        $  7,902
                                                                             ========        ========
</Table>

                 See notes to consolidated financial statements.




                                       6
<PAGE>




                               Classic Cable, Inc.
                   Notes to Consolidated Financial Statements
                              As of March 31, 2002


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 month period ended March 31, 2002 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2002.

    The Company is a holding company with no assets or operations other than its
investments in its subsidiaries. The Company is a wholly owned subsidiary of
Classic Communications, Inc. ("CCI").

    For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended December 31, 2001 included in the Company's
Form 10-K.

    Certain reclassifications have been made in the 2001 financial statements to
conform to the 2002 presentation.

2. BANKRUPTCY PROCEEDINGS

    On November 13, 2001, CCI, the Company and all of its wholly owned
subsidiaries filed voluntary petitions for reorganization under chapter 11 of
title 11 of the United States Code ("Bankruptcy Code") in the United States
Bankruptcy Court for the District of Delaware (the "Court"). CCI, the Company
and each of its debtor subsidiaries continue to manage their businesses as a
debtor-in-possession. The chapter 11 cases are being jointly administered under
Case No. 01-11257. As debtors-in-possession, management is generally authorized
to operate the businesses, but may not engage in certain transactions, including
those outside the ordinary course of business, unless approved by the Court.
After the chapter 11 filings, CCI 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.

    CONSEQUENCE OF FILING. Under bankruptcy law, absent a court order, actions
by creditors to collect certain pre-petition indebtedness owed by the Company at
the filing date are stayed and certain 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 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.

    On November 28, 2001, the United States Trustee appointed an official
committee of unsecured creditors (the "Committee") to serve in the chapter 11
cases. The Company expects that the Committee will play an important role in the
chapter 11 cases and the negotiation of the terms of any plan or plans of
reorganization.

    The Company anticipates that substantially all liabilities of the Company as
of the date of the filing will be resolved under one or more chapter 11 plans of
reorganization to be proposed and voted on in the chapter 11 cases in accordance
with the provisions of the Bankruptcy Code. Although the Company intends to file
and seek confirmation of such a plan or plans, there can be no assurance as to
when the Company will file such a plan or plans, or that such plan or plans will
be confirmed by the Court and consummated.



                                       7
<PAGE>


    As provided by the Bankruptcy Code, the Company initially had the exclusive
right to propose a plan of reorganization for 120 days following the Petition
Date, until March 13, 2002. By order, the Court has extended such exclusivity
period until May 13, 2002, and similarly extended the Company's exclusive rights
to solicit acceptances of a reorganization plan from May 10, 2002 to July 9,
2002. On May 13, 2002, the Company filed a motion to extend the exclusivity
period from May 13, 2002 to July 15, 2002 and the exclusive period to solicit
acceptances from July 9, 2002 to September 16, 2002. Such periods will be
automatically extended as a result of the motion until the Court rules on the
motion. If the Company fails to file a plan of reorganization prior to the
ultimate expiration of the exclusivity period, or if such plan is not accepted
by the requisite numbers of creditors and equity holders entitled to vote on the
plan, other parties in interest in the chapter 11 cases may be permitted to
propose their own plan(s) of reorganization for the Company.

    The Court may confirm a plan of reorganization only upon making certain
findings required by the Bankruptcy Code, and a plan may be confirmed over the
dissent of non-accepting stakeholders if certain requirements of the Bankruptcy
Code are met. The payment rights and other entitlements of pre-petition
creditors and CCI's shareholders may be substantially altered by any plan or
plans of reorganization confirmed in the chapter 11 cases. There is no assurance
that there will be sufficient assets to satisfy the Company's pre-petition
liabilities in whole or in part, and the pre-petition creditors of some debtors
may be treated differently than those of other debtors. Pre-petition creditors
may receive under a plan or plans less than 100% of the face value of their
claims, and the interests of the Company's equity security holders may be
substantially diluted or cancelled in whole or in part. As noted above, it is
not possible at this time to predict the outcome of the chapter 11 cases, the
terms and provisions of any plan or plans of reorganization, or the effect of
the chapter 11 reorganization process on the claims of the creditors of the
Company or the interests of CCI's equity security holders.

    FINANCIAL STATEMENT PRESENTATION. The accompanying Consolidated Financial
Statements have been prepared in accordance with AICPA Statement of Position
90-7 ("SOP 90-7"), Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code, and on a going concern basis, which contemplates continuity of
operations, realization of assets and liquidation of liabilities in the ordinary
course of business. However, as a result of the filing, such realization of
assets and liquidation of liabilities are subject to uncertainty. While
operating as debtors-in-possession under the protection of chapter 11 of the
Bankruptcy Code, and subject to the Court approval or otherwise as permitted in
the ordinary course of business, the Company may sell or otherwise dispose of
assets or liquidate or settle liabilities for amounts other than those reflected
in the Consolidated Financial Statements. Further, a plan of reorganization
could materially change the amounts and classifications reported in the
consolidated historical financial statements.

    Substantially all of the Company's pre-petition debt is now in default due
to the filing. As described below, the accompanying Consolidated Financial
Statements present the senior subordinated notes under the caption Liabilities
Subject to Compromise. As required by SOP 90-7, the Company, beginning in the
fourth quarter of 2001, recorded the Company's pre-petition debt instruments at
the allowed amount, as defined by SOP 90-7.

    As reflected in the Consolidated Financial Statements, Liabilities Subject
to Compromise refer to the Company's unsecured liabilities incurred prior to the
commencement of the chapter 11 cases. The amounts of the various liabilities
that are subject to compromise are set forth below. These amounts represent the
Company's estimate of known or potential pre-petition claims to be resolved in
connection with the chapter 11 cases. Such claims remain subject to future
adjustments. Adjustments may result from (1) negotiations; (2) actions of the
Court; (3) further developments with respect to disputed claims; (4) rejection
of executory contracts and unexpired leases; (5) the determination as to the
value of any collateral securing claims; (6) proofs of claim; or (7) other
events. Payment terms for these amounts will be established in connection with
the chapter 11 cases.

    Pursuant to the Bankruptcy Code, schedules have been filed by the Company
with the Court setting forth the assets and liabilities of the Company as of the
date of the filing. Differences between amounts recorded by the Company and
claims filed by creditors will be investigated and resolved as part of the
proceedings in the chapter 11 cases. The bar date for filing proofs of claim
against the Company was March 29, 2002 (May 13, 2002 for governmental entities).
The Company is in the process of reviewing such claims and, therefore, the
ultimate number and allowed amount of such claims are not presently known.

    From the petition date through March 31, 2002, contractual interest expense
not accrued or recorded on the senior subordinated notes totaled $14.4 million,
of which $4.9 million relates to 2001 and $9.5 million


                                       8
<PAGE>


relates to the quarter ended March 31, 2002.

    As a consequence of the filing and the impact of certain provisions of the
Company's related financing agreement, as well as a cash management order
entered by the Court, CCI, the Company and its subsidiaries are subject to
certain restrictions, including their ability to pay dividends and to transfer
cash and other assets to each other and to their affiliates.

    The Company believes, based on information presently available to it, that
cash available from operations and financing agreements will provide sufficient
liquidity to allow it to continue as a going concern for the foreseeable future.
However, the ability of the Company to continue as a going concern (including
its ability to meet post-petition obligations) and the appropriateness of using
the going concern basis for its financial statements are dependent upon, among
other things, (i) the Company's ability to comply with the terms of the
financing agreements and the cash management order entered by the Court in
connection with the chapter 11 cases, (ii) the ability of the Company to
maintain adequate cash on hand, (iii) the ability of the Company to generate
cash from operations, (iv) confirmation of a plan or plans of reorganization
under the Bankruptcy Code, and (v) the Company's ability to maintain
profitability following such confirmation.

    The liabilities subject to compromise in the Consolidated Balance Sheets
consist of the following items (in thousands):

<Table>
<Caption>


                                                         MARCH 31,    DECEMBER 31,
                                                           2002          2001
                                                         --------     ------------
<S>                                                      <C>          <C>
Accounts payable                                         $ 24,482       $ 22,633
Subscriber deposits and unearned income                       158            164
Other accrued expenses                                      8,629         11,828
Accrued interest                                           28,775         28,775
Long-term debt                                            378,000        378,000
                                                         --------       --------
                                                         $440,044       $441,400
                                                         ========       ========
</Table>

    The amounts classified as chapter 11 related reorganization items in the
Consolidated Statements of Operations consist of the following for the three
months ended March 31, 2002 (in thousands):

<Table>



<S>                                                      <C>
Professional fees                                        $3,232
U. S. Trustee fees                                            4
                                                         ------
                                                         $3,236
                                                         ======

</Table>

3. INCOME TAXES

    The effective tax rates for the three months ended March 31, 2002 and 2001
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.

4. LONG-TERM DEBT

    Balances of amounts outstanding under the Company's various debt agreements
as of March 31, 2002 are as follows (in thousands):

<Table>
<Caption>


<S>                                                     <C>
Debtor-in-possession financing .......................  $  2,000
1999 credit facility:
  Revolver ...........................................    35,382
  Term loan B ........................................    86,562
  Term loan C ........................................    77,905
Other ................................................        21
                                                        --------
                                                        $201,870
                                                        ========
</Table>

    Long-term debt subject to compromise at March 31, 2002 is as follows (in
thousands):

<Table>



<S>                                                         <C>
10.5% senior subordinated notes .....................       $225,000
9.375% senior subordinated notes ....................        150,000
9.875% senior subordinated notes ....................          3,000
                                                            --------
                                                            $378,000
                                                            ========

</Table>


                                       9
<PAGE>



    At March 31, 2002 and December 31, 2001, the senior subordinated notes have
been reclassified as long-term debt subject to compromise in the above table and
on the Consolidated Balance Sheets due to The chapter 11 bankruptcy filing.
These instruments did not become subject to compromise until the bankruptcy
filing.

    The debtor-in-possession financing ("DIP Financing") is collateralized by,
among other things, a senior lien on substantially all of the Company's assets,
including assets that had previously been subject to a lien. CCI, the Company
and its subsidiaries have guaranteed the obligations under the DIP Financing and
the Company's outstanding stock as well as that of its subsidiaries have been
pledged in connection with the DIP Financing. The 1999 credit facility is
collateralized by essentially all the assets of the Company. CCI has no
operations of its own. Consequently, it will rely on dividends and cash flow of
the Company to meet its debt service obligations. The terms of the credit
facility 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.

    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.

    In April and May 2002, the DIP Financing was amended. The amendments, in
total, waived the Company's existing defaults, reset certain financial
covenants, and revised and added certain provisions related to the Company's
reorganization efforts including eliminating the deadline to file a plan of
reorganization. The amendments reduced the total availability of the DIP
Financing from $30 million to $25 million. At March 31, 2002, there were $3.5
million of outstanding letters of credit leaving $19.5 million available for
borrowing, subject to certain conditions.

5.  NEW ACCOUNTING PRONOUNCEMENTS

    In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
("FAS 142"). Under FAS 142, goodwill and intangible assets with indefinite lives
are no longer amortized but are reviewed at least annually for impairment.

    Pursuant to FAS 142, the Company will complete its test for goodwill
impairment during the second quarter 2002 and, if impairment is indicated,
record such impairment as a cumulative effect of accounting change effective
January 1, 2002. The Company is currently evaluating the effect that the
impairment review may have on its consolidated results of operation and
financial position.

    With adoption of the statement, the Company ceased amortization of goodwill
as of January 1, 2002. The following table presents the quarterly results of the
Company on a comparable basis (in thousands of dollars, except per share
amounts):

<Table>
<Caption>

                                                          THREE MONTHS ENDED
                                                               MARCH 31
                                                       ------------------------
                                                         2002            2001
                                                       --------        --------
<S>                                                    <C>             <C>
Net loss:
   Reported net loss ...........................       $(17,137)       $(22,066)
   Goodwill amortization .......................             --           1,599
                                                       --------        --------
   Adjusted net loss ...........................       $(17,137)       $(20,467)
                                                       ========        ========
</Table>

    The following table sets forth the estimated amortization expense on
intangible assets for the fiscal years ending December 31 (in thousands of
dollars):

<Table>


<S>                                                       <C>
2002 ..............................................       $28,359
2003 ..............................................        22,092
2004 ..............................................        20,169
2005 ..............................................        19,654
2006 ..............................................        19,149
</Table>


                                       10
<PAGE>


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

    Reference is made to the "Risk Factors" included in our Form 10-K for the
year ended December 31, 2001, for a discussion of important factors that could
cause actual results to differ from expectations and any of our forward-looking
statements contained herein. In some cases, you can identify those so-called
"forward-looking statements" by words such as "may," "will," "should,"
"expects," "anticipates," "considering," "believe," "estimates," "predicts,"
"potential," or "continue" or the negative of those words and other comparable
words. In addition, the following discussion should be read in conjunction with
our audited consolidated financial statements as of and for the years ended
December 31, 2001 and 2000, included in our Form 10-K's.

    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.

    Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
that we make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to bad debts, inventories, long-lived assets, income taxes,
restructuring, and contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

BANKRUPTCY PROCEEDINGS

    On November 13, 2001 we, CCI and all of our wholly owned subsidiaries listed
below filed voluntary petitions for reorganization (the "Petitions") under
chapter 11 of title 11 of the United States 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>
<Caption>

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

    We, CCI and each of our debtor subsidiaries continue to manage our
businesses as a debtor-in-possession. The chapter 11 cases are being jointly
administered under Case No. 01-11257. The chapter 11 cases are discussed in
greater detail in the Notes to the Consolidated Financial Statements. As
debtors-in-possession, management is generally authorized to operate the
businesses, but may not engage in certain transactions, including those outside
the ordinary course of business, unless approved by the Court. After the chapter
11 filings, CCI 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.

    CONSEQUENCE OF FILING. Under bankruptcy law, absent a court order, actions
by creditors to collect certain pre-petition indebtedness owed by us at the
filing date are stayed and certain 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. The amounts of claims filed by creditors could be
significantly different from the amounts we have recorded. 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 businesses or the recovery by our creditors and
equity holders.


                                       11
<PAGE>


    On November 28, 2001, the United States Trustee appointed an official
committee of unsecured creditors (the "Committee") to serve in the chapter 11
cases. We expect that the Committee will play an important role in the chapter
11 cases and the negotiation of the terms of any plan or plans of
reorganization.

    We anticipate that substantially all of our liabilities as of the date of
the filing will be resolved under one or more chapter 11 plans of reorganization
to be proposed and voted on in the chapter 11 cases in accordance with the
provisions of the Bankruptcy Code. Although we intend to file and seek
confirmation of such a plan or plans, there can be no assurance as to when we
will file such a plan or plans, or that such plan or plans will be confirmed by
the Court and consummated.

    As provided by the Bankruptcy Code, we initially had the exclusive right to
propose a plan of reorganization for 120 days following the Petition Date, until
March 13, 2002. By order, the Court has extended such exclusivity period until
May 13, 2002, and similarly extended our exclusive rights to solicit acceptances
of a reorganization plan from May 10, 2002 to July 9, 2002. On May 13, 2002, the
Company filed a motion to extend the exclusivity period from May 13, 2002 to
July 15, 2002 and the exclusive period to solicit acceptances from July 9, 2002
to September 16, 2002. Such periods will be automatically extended as a result
of the motion until the Court rules on the motion. If we fail to file a plan of
reorganization prior to the ultimate expiration of the exclusivity period, or if
such plan is not accepted by the requisite numbers of creditors and equity
holders entitled to vote on the plan, other parties in interest in the chapter
11 cases may be permitted to propose their own plan(s) of reorganization for us.

    The Court may confirm a plan of reorganization only upon making certain
findings required by the Bankruptcy Code, and a plan may be confirmed over the
dissent of non-accepting stakeholders if certain requirements of the Bankruptcy
Code are met. The payment rights and other entitlements of pre-petition
creditors and CCI's shareholders may be substantially altered by any plan or
plans of reorganization confirmed in the chapter 11 cases. There is no assurance
that there will be sufficient assets to satisfy our pre-petition liabilities in
whole or in part, and the pre-petition creditors of some debtors may be treated
differently than those of other debtors. Pre-petition creditors may receive
under a plan or plans less than 100% of the face value of their claims, and the
interests of our equity security holders may be substantially diluted or
cancelled in whole or in part. As noted above, it is not possible at this time
to predict the outcome of the chapter 11 cases, the terms and provisions of any
plan or plans of reorganization, or the effect of the chapter 11 reorganization
process on the claims of our creditors or the interests of CCI's equity security
holders.

    FINANCIAL STATEMENT PRESENTATION. The accompanying Consolidated Financial
Statements have been prepared in accordance with AICPA Statement of Position
90-7 ("SOP 90-7"), Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code, and on a going concern basis, which contemplates continuity of
operations, realization of assets and liquidation of liabilities in the ordinary
course of business. However, as a result of the filing, such realization of
assets and liquidation of liabilities are subject to uncertainty. While
operating as debtors-in-possession under the protection of chapter 11 of the
Bankruptcy Code, and subject to the Court approval or otherwise as permitted in
the ordinary course of business, we may sell or otherwise dispose of assets or
liquidate or settle liabilities for amounts other than those reflected in the
Consolidated Financial Statements. Further, a plan of reorganization could
materially change the amounts and classifications reported in the consolidated
historical financial statements.

    Pursuant to the Bankruptcy Code, we have filed schedules with the Court
setting forth our assets and liabilities as of the date of the filing.
Differences between amounts recorded by us and claims filed by creditors will be
investigated and resolved as part of the proceedings in the chapter 11 cases.
The bar date for filing proofs of claim against us was March 29, 2002 (May 13,
2002 for governmental entities). We are in the process of reviewing such claims
and, therefore, the ultimate number and allowed amount of such claims are not
presently known.

    As a consequence of the filing and the impact of certain provisions of our
related financing agreement as well as a cash management order entered by the
Court, CCI, we and our subsidiaries are subject to certain restrictions,
including the ability to pay dividends and to transfer cash and other assets to
each other and to our affiliates.

    We believe, based on information presently available to us, that cash
available from operations and financing agreements will provide sufficient
liquidity to allow us to continue as a going concern for the foreseeable future.
However, our ability to continue as a going concern (including our ability to
meet post-petition obligations) and the appropriateness of using the going
concern basis for our financial statements


                                       12
<PAGE>


are dependent upon, among other things, (i) our ability to comply with the terms
of the financing agreements and the cash management order entered by the Court
in connection with the chapter 11 cases, (ii) our ability to maintain adequate
cash on hand, (iii) our ability to generate cash from operations, (iv)
confirmation of a plan or plans of reorganization under the Bankruptcy Code, and
(v) our ability to maintain profitability following such confirmation.

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    data services;

                  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 March 31, 2002, our collective systems served approximately 335,000 basic
subscribers, 180,000 premium subscribers, 32,000 digital subscribers and 2,000
data customers. We have a basic penetration rate of approximately 46%, a premium
penetration rate of approximately 54% and a digital penetration rate of
approximately 10%. The table below sets forth the percentage of our total
revenues attributable to the various sources for the three months ended March
31, 2002:

<Table>

<S>                                             <C>
Basic                                           82%
Premium                                          8%
Digital                                          3%
Data                                            --%
Other                                            7%
                                               ---
Total revenues                                 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. Our net losses have
been further increased by costs associated with our chapter 11 bankruptcy
filing.

    The following discussion pertains to our results of operations and financial
condition for the three months ended March 31, 2002 and 2001.

THREE MONTHS ENDED MARCH 31, 2002 VS. MARCH 31, 2001

    Revenues decreased $5.2 million from quarter to quarter. Basic subscriber
declines of approximately 40,000 from period to period, mitigated by a rate
increase in February 2001, resulted in a basic revenue decline of $3.9 million.
Basic revenue per subscriber increased from $32.70 to $33.25. Premium revenue


                                       13
<PAGE>


decreased $0.8 million as a result of premium subscriber declines of
approximately 39,000 from period to period. Revenue per subscriber increased
from $40.30 to $40.59.

    Operating expenses decreased $0.3 million, or 0.6%, in the three months
ended March 31, 2002. Programming expenses decreased $1.1 million primarily due
to a decrease in subscribers, but were offset by increased rates charged by
programming vendors. In 2002, plant and operating and general and administrative
costs increased $3.1 million, or 29%. This increase is primarily due to
increased labor costs and reduced capitalization of internal labor and overhead.
Depreciation and amortization expense in 2002 was $20.2 million, a decrease of
$4.5 million over the same period in 2001. The decrease is primarily due to a
reduction in the carrying values of fixed assets and intangible balances due to
the impairment charge taken in the third quarter of 2001 of $199.6 million. The
gross balance of fixed assets and intangibles decreased from $931.4 million at
March 31, 2001 to $611.2 million at March 31, 2002. In addition, we ceased
amortization of goodwill in 2002. Amortization of goodwill in 2001 was $1.6
million.

    During the three months ended March 31, 2002, we incurred $3.2 million of
chapter 11 related professional fees.

    Interest expense decreased $10.0 million, or 67%, in 2002. The decrease is
primarily due to the fact that since the filing date we are not accruing or
recording interest expense on our $378.0 million senior subordinated notes.
Interest on the notes in 2001 was $9.5 million. The remainder of the change is
due to higher effective interest rates in the first quarter of 2002 as a result
of penalty interest accruing on the 1999 credit facility.

    Other income decreased $0.2 million in 2002. This decrease is primarily the
result of decreased interest income on cash reserves.

    No income tax benefit was recognized in 2002 or 2001. The effective tax
rates for 2002 and 2001 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 $17.1 million in 2002 decreased by $4.9 million, as
compared to the net loss of $22.1 million in 2001.

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 three months ended March 31, 2002, cash provided by operating
activities totaled $6.1 million. For the three months ended March 31, 2001, cash
used for operating activities totaled $3.3 million. Cash used for investing
activities totaled $6.8 million and $27.4 million for three months ended March
31, 2002 and 2001, respectively. Cash used for financing activities was
negligible for the three months ended March 31, 2002. Cash provided by financing
activities was $19.5 million for the three months ended March 31, 2001. Our
aggregate outstanding borrowings as of March 31, 2002 were $579.9 million, of
which $201.9 million was collateralized by our assets.

    EBITDA for the three months ended March 31, 2002 and 2001, before non-cash
charges and restructuring and financing related professional fees, was $11.3
million and $17.6 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.


                                       14
<PAGE>


    We have not been able to generate sufficient cash flow from operations to
service our debt obligations. We have also been unsuccessful in our efforts to
obtain additional financing and/or restructure our debt. As a result, it became
necessary for us to seek protection under chapter 11 of title 11 of the United
States Code.

    A final order of the Court approved a secured super-priority
debtor-in-possession revolving credit agreement ("the DIP Financing") for us
with Goldman Sachs as administrative agent, lead arranger and syndication agent.
The DIP Financing is collateralized by, among other things, a senior lien on
substantially all of our assets, including assets that had previously been
subject to a lien. We and our subsidiaries, as well as CCI, have guaranteed the
obligations under the DIP Financing and CCI has pledged our outstanding stock as
well as that of our subsidiaries in connection with the DIP Financing. The DIP
Financing expires in November 2002 unless it is extended following the closing
of the first loan. The DIP Financing can be terminated if an event of default
occurs and we can terminate portions of the revolving credit commitment in
certain circumstances.

    As of March 31, 2002, we have borrowed $2.0 million against the DIP
Financing. In April and May 2002, the DIP Financing was amended. The amendments,
in total, waived our existing defaults, reset certain financial covenants, and
revised and added certain provisions related to our reorganization efforts
including eliminating the deadline to file a plan of reorganization. The
amendments reduced the total availability of the DIP Financing from $30 million
to $25 million. At March 31, 2002, there were $3.5 million of outstanding
letters of credit leaving $19.5 million available for borrowing, subject to
certain conditions.

    The DIP Financing and the senior credit facility are collateralized by a
substantial portion of our assets. All of our debt is fully and unconditionally
guaranteed by our wholly owned direct and indirect subsidiaries on a joint and
several basis. The terms of the DIP Financing and the senior credit facility
restrict certain of our activities, including the incurrence of additional
indebtedness, limits on asset sales, investments, affiliate transactions and the
payment of certain dividends.

    We believe, based on information presently available to us, that cash
available from operations and the DIP Financing will provide sufficient
liquidity to allow us to continue as a going concern for the foreseeable future.
However, our ability to continue as a going concern (including our ability to
meet post-petition obligations) and the appropriateness of using the going
concern basis for our financial statements are dependent upon, among other
things, (i) our ability to comply with the terms of the DIP Financing and any
cash management order entered by the Court in connection with the chapter 11
cases, (ii) our ability to maintain adequate cash on hand, (iii) our ability to
generate cash from operations, (iv) confirmation of a plan or plans of
reorganization under the Bankruptcy Code, and (v) our ability to achieve
profitability following such confirmation.

    Capital expenditures for the three months ended March 31, 2002 and 2001 were
approximately $7.0 million and $27.6 million, respectively. Our ability to
invest in our cable systems is dependent on the availability of capital to fund
such investments. We expect to spend approximately $38 million in 2002 on
various capital projects.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The use of interest rate risk management instruments, such as interest rate
exchange agreements ("Swaps"), interest rate cap agreements ("Caps") and
interest rate collar agreements ("Collars"), may be required under the terms of
certain of our outstanding debt agreements. Our policy is to manage interest
costs using a mix of fixed and variable rate debt. Using Swaps, we agree to
exchange, at specified intervals, the difference between fixed and variable
interest amounts calculated by reference to an agreed-upon notional principal
amount. Caps are used to lock in a maximum interest rate should variable rates
rise, but enable us to otherwise pay lower market rates. Collars limit our
exposure to and benefits from interest rate fluctuations on variable rate debt
to within a certain range of rates.

    As of March 31, 2002, no such instruments were outstanding.

    Virtually any potential loss associated with interest rate risk is
attributable to fixed-rate long-term debt instruments. As of March 31, 2002, all
fixed-rate long-term debt is subject to compromise.

    While Swaps, Caps and Collars may represent an integral part of our interest
rate risk management program; their incremental effect on interest expense for
the three months ended March 31, 2002 and 2001 was not significant.


                                       15
<PAGE>


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

    On November 13, 2001, we, CCI and our subsidiaries filed voluntary petitions
under chapter 11 of title 11 of the United States Code in the United States
Bankruptcy Court for the District of Delaware (the "Court"). We and our
subsidiaries remain in possession of our assets and properties, and continue to
operate our businesses and manage our properties as debtors-in-possession
pursuant to the provisions of the Bankruptcy Code.

    In the ordinary course of business, we are the subject of various pending or
threatened legal actions. Prosecution of certain of these actions may be stayed
by our chapter 11 filing. We believe any ultimate liability arising from these
actions should not have a material adverse effect on our consolidated financial
position at March 31, 2002.

    The chapter 11 cases are being jointly administered under Case No. 01-11257.
We anticipate that substantially all of our liabilities as of the date of the
filing will be resolved under one or more chapter 11 plans of reorganization to
be proposed and voted on in the chapter 11 cases in accordance with the
provisions of the Bankruptcy Code. As a consequence of the bankruptcy filing,
essentially all pending litigation against us is stayed automatically by section
362 of the Bankruptcy Code and, absent further order of the Court, no party may
take any action to recover on pre-petition claims against us. Please see Note 2.

    On December 13, 2001, the Court entered a final order approving our
post-petition DIP Financing with certain of our pre-petition senior lenders. The
DIP Financing was arranged by Goldman Sachs Credit Partners LP as administrative
agent under Section 364 of the Bankruptcy Code.

    In addition to the post-petition financing motion, we obtained Court
authority to (1) pay certain "critical vendors and service providers" in an
amount up to approximately $8 million, (2) continue use of our existing cash
management system, (3) pay certain pre-petition compensation and benefits to our
employees, (4) address adequate assurance demands made by utilities, and (5)
continue certain customer practices designed to maintain and attract customers.

    On March 13, 2002, we filed a motion asking the Court to extend the time in
which we have an exclusive right to file a plan of reorganization to May 13,
2002. Pursuant to local rules, our exclusive periods are extended until the
Court rules on the motion. The motion also sought Court authorization to extend
the exclusive period within which we may solicit acceptances of any such plan of
reorganization through July 9, 2002. This motion was approved by the Court on
April 15, 2002. In addition, on April 15, 2002, the Court entered an order
approving the amendment to our DIP Financing.

    On January 14, 2002, we filed a complaint against EchoStar Communications
Corporation (d/b/a Dish Network) with the Court. In the complaint, we asserted
EchoStar violated the automatic stay provisions of the Bankruptcy Code,
tortiously interfered with our contractual and business relationships with our
subscribers, published injurious falsehoods and defamed us by slander, and
competed unfairly. The complaint alleges EchoStar made false and intentionally
misleading statements regarding our business to our subscribers to induce our
subscribers to do business with EchoStar. On January 16, 2002, the Court issued
a temporary restraining order restraining and enjoining EchoStar from making
knowingly false or intentionally misleading statements to any existing or
potential subscribers of our cable service. A preliminary injunction hearing is
scheduled for July 2, 2002.

    In addition to the chapter 11 cases, we are involved in various claims and
lawsuits incidental to our business. The outcome of such suits, however, is not
expected to have a material adverse effect on our financial position or results
of operations.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

    None

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

    As of March 31, 2002, we were in default under the senior credit agreement
and our Senior Subordinated Notes. We were also in default of the DIP Financing
but those covenants were either subsequently amended or waived.


                                       16
<PAGE>


    See notes 2 and 4 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+                   Amendment and Waiver No. Three dated as of April
                                30, 2002, to the Company's Secured Super
                                Priority Debtor In Possession Revolving Credit
                                Agreement.

        10.2                    Amendment No. Four dated as of May 10, 2002, to
                                the Company's Secured Super Priority Debtor In
                                Possession Revolving Credit Agreement.

----------

        +  Portions of this exhibit have been omitted pursuant to a request for
           confidential treatment, and the omitted portions have been filed
           separately with the Securities and Exchange Commission.


    (b) Reports on Form 8-K

         (1)  On March 19, 2002, we filed a Form 8-K announcing we issued a
              press release stating we are in negotiations to amend our
              Debtor-in-Possession Revolving Credit Facility because we are in
              default of certain covenants in the credit facility.

         (2)  On May 1, 2002, we filed a Form 8-K announcing we issued a press
              release stating we entered into an Amendment and Waiver No. Three
              to our Secured Super Priority Debtor In Possession Revolving
              Credit Agreement.



                                       17
<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: May 14, 2002              /s/ JIMMIE TAYLOR
                                ------------------------
                                Jimmie Taylor
                                Chief Financial Officer






                                       18
<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>

EXHIBIT
NUMBER                  EXHIBIT
-------                 -------
<S>                     <C>

 10.1+                  Amendment and Waiver No. Three dated as of April 30,
                        2002, to the Company's Secured Super Priority Debtor In
                        Possession Revolving Credit Agreement.

 10.2                   Amendment No. Four dated as of May 10, 2002, to the
                        Company's Secured Super Priority Debtor In Possession
                        Revolving Credit Agreement.
</Table>

----------

+   Portions of this exhibit have been omitted pursuant to a request for
    confidential treatment, and the omitted portions have been filed separately
    with the Securities and Exchange Commission.