Marcus To Field Offers


Marcus Cable's owners are exploring options for
selling their stakes in the top-10 MSO, sources close to the situation said last week.

Dallas-based Marcus opened the door to sale offers in
October,when it put on the block some nonstrategic systems containing about
200,000 of the company's 1.3 million subscribers.

Some prospects who called on Marcus made it clear that
they'd rather buy into the whole company. So the owners, which include Goldman Sachs
& Co. (36 percent), have decided to test the waters formally. Goldman is preparing a
"book" on Marcus to offer to prospective buyers soon, sources said.

Marcus general partner Jeffrey Marcus said last week that
he could not "comment on rumors and speculation."

Analysts said last week that Marcus executives have openly
bemoaned the fact that public valuations of cable companies have not yet risen to the
levels that operators can capture through private sales. If the market were stronger,
Marcus might be a leading candidate among MSOs for an initial public offering.

Possible scenarios now include existing financial investors
selling out to new investors; new investors joining with an MSO to buy out existing
investors; or an MSO buying control of Marcus and consolidating it into the buying
company's operations. Or, there could be no deal struck at all.

In addition to Goldman Sachs, Marcus' investors
include leveraged-buyout firm Hicks, Muse, Tate & Furst, with 19 percent, and
investment firm Freeman Spogli, with about 16 percent. Marcus and other insiders own
around 14 percent.

Marcus leaped into the top ranks of MSOs in 1995, when it
bought systems with about 665,000 subscribers from Sammons Communications for close to $1
billion and systems with some 193,000 subscribers from Crown Systems for about $330
million. Cable brokers said Marcus bought at the right time, when values were low, so that
its return on investment would be high.

After completing pending and planned sales of the 200,000
subscribers, Marcus will have about 1.1 million subscribers in six regional clusters. It
has operations in a number of states, including Wisconsin, Alabama, Texas and Connecticut.

Marcus has around 2,000 employees and some $1.4 billion in
debt, and the MSO took in $348.4 million in revenue the first nine months of 1997.

In December, Marcus agreed to sell systems in Maryland and
Delaware for $65.5 million, or about $2,450 per subscriber -- a figure well above average
sales. Sources said a sale of the remaining systems on the block will be announced soon.

An outright sale of the company would be the biggest such
deal since November 1996, when U S West Media Group bought Continental Cablevision Inc.,
with 4.2 million subscribers, for $10.8 billion, and Comcast Corp. bought Scripps Cable,
with 800,000 subscribers, for $1.5 billion.