December 29, 2014
VIA EDGAR AND OVERNIGHT DELIVERY
Mr. Larry Spirgel
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Northland Cable Properties Eight Limited Partnership
Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 28, 2014
Form 10-Q for the Fiscal Quarter Ended September 30, 2014
Filed November 14, 2014
File No. 001-18307
Dear Mr. Spirgel:
Northland Cable Properties Eight Limited Partnership (“NCP-8”) and Northland Communications Corporation, the general partner of NCP-8 (“NCC” and together with NCP-8, the “Company”), submit this letter in response to your December 12, 2014 letter (the “Comment Letter”) setting forth comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Form 10-K for the Fiscal Year Ended December 31, 2013 Filed February 28, 2014 (Form 10-K) and Form 10-Q for the Fiscal Quarter ended September 30, 2014 (the “ Form 10-Q;” collectively referred to herein as the “Filings”), in each case, filed by the Company.
In accordance with the Comment Letter, the Company shall in future filings provide more detail as to the facts and circumstances that give rise to a conclusion of ineffective disclosure controls and procedures or a material weakness in its internal control over financial reporting. In addition, the Company shall discuss what steps have been or will be taken to remediate ineffective disclosure controls and procedures or any material weakness identified in its internal controls over financial reporting.
Further, the Company hereby acknowledges that:
(i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
(iii) the Company each may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Larry Spirgel, Assistant Director
December 29, 2014
Northland Cable Properties Eight Limited Partnership
Page 2
If you have any further comments or questions regarding this letter, please contact the undersigned at (206) 621-1351.
| Respectfully submitted, | ||
| /s/ RICHARD I. CLARK | ||
| ||
| Richard I. Clark | ||
| Executive Vice President | ||
Northland Communications Corporation, General Partner of Northland Cable Properties Eight Limited Partnership | ||
| cc | Gary S. Jones, CEO and President |
Rick McElwee, VP and Controller
Paul Milan, VP and General Counsel