FORM 10-K/A NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
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: 0-15378
CABLE TV FUND 14-A, LTD.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1024657
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(State of Organization) (IRS Employer Identification No.)
c/o Comcast Corporation, 1500 Market Street,
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Philadelphia, Pennsylvania 19102-2148 (215) 665-1700
- -------------------------------------- ---------------
(Address of principal executive office and Zip Code) (Registrant's telephone
no. including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests
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
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes X No ___
---
Aggregate market value of the voting stock held by non-affiliates of the
registrant: [Not applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. X
-----
DOCUMENTS INCORPORATED BY REFERENCE: None
This Annual Report on Form 10-K is for the year ending December 31, 2000.
This Annual Report modifies and supersedes documents filed by the Partnership
prior to the filing of this Annual Report. The Securities and Exchange
Commission (the "SEC") allows the Partnership to "incorporate by reference" into
this Annual Report information that it files with the SEC, which means that the
Partnership can disclose important information to limited partners by referring
them directly to those documents. Information incorporated by reference is
considered to be part of this Annual Report. In addition, information that the
Partnership files with the SEC in the future will automatically update and
supersede information contained in this Annual Report. Certain information
contained in this Annual Report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, included in this Annual
Report that address activities, events or developments that the Partnership or
the General Partner expects, believes or anticipates will or may occur in the
future are forward-looking statements. These forward-looking statements are
based upon certain assumptions and are subject to risks and uncertainties.
Actual events or results may differ from those discussed in the forward-looking
statements as a result of various factors.
PART I.
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ITEM 1. BUSINESS
-----------------
The Partnership. Cable TV Fund 14-A, Ltd. (the "Partnership") is a
Colorado limited partnership. Comcast JOIN Holdings, Inc., a Delaware
corporation, is the general partner of the Partnership (the "General Partner").
The Partnership was formed for the purpose of acquiring and operating cable
television systems. The Partnership has sold all of its cable television
systems.
New General Partner. On April 7, 1999, Comcast Corporation ("Comcast")
completed the acquisition of a controlling interest in Jones Intercable, Inc.
("Jones Intercable"), the Partnership's general partner until March 2, 2000. In
December 1999, Comcast and Jones Intercable entered into a definitive merger
agreement pursuant to which Comcast agreed to acquire all of the outstanding
shares of Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones
Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned
subsidiary of Comcast. As a result of this transaction, Jones Intercable no
longer exists and Comcast JOIN Holdings, Inc. continued as the surviving
corporation of the merger. On August 1, 2000, Comcast JOIN Holdings, Inc. was
merged with and into Comcast Cable Communications, Inc. ("Comcast Cable"), an
indirect wholly owned subsidiary of Comcast. Comcast Cable is now the general
partner of the Partnership. References in this Annual Report to "the General
Partner" refer to Comcast Cable. The General Partner shares corporate offices
with Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148.
ITEM 2. PROPERTIES
-------------------
As of December 31, 2000, the Partnership did not own any cable television
systems.
ITEM 3. LEGAL PROCEEDINGS
--------------------------
Litigation Challenging Jones Intercable's Acquisition of the Calvert County
System
In August 1999, Jones Intercable was named a defendant in a case captioned
Gramercy Park Investments, LP, Cobble Hill Investments, LP and Madison/AG
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Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and Glenn R.
- --------------------------------------------------------------------------------
Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable
- --------------------------------------------------------------------------------
TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd.,
- --------------------------------------------------------------------------
nominal defendants (U.S. District Court, District of Colorado, Civil Action No.
- ------------------
99-B-1508) ("Gramercy Park") brought as a class and derivative action by limited
partners of the named partnerships. The plaintiffs' complaint alleges that the
defendants made false and misleading statements to the limited partners of the
named partnerships in connection with the solicitation of
2
proxies and the votes of the limited partners on the sales of the Albuquerque,
Palmdale, Littlerock and Calvert County cable communication systems by the named
partnerships to Jones Intercable or one of its subsidiaries in violation of
Sections 14 and 20 of the Securities Exchange Act of 1934, as amended. The
plaintiffs specifically allege that the proxy statements delivered to the
limited partners in connection with the limited partners' votes on these sales
were false, misleading and failed to disclose material facts necessary to make
the statements made not misleading. The plaintiffs' complaint also alleges that
the defendants breached their fiduciary duties to the plaintiffs and to the
other limited partners of the named partnerships and to the named partnerships
in connection with the various sales of the Albuquerque, Palmdale, Littlerock
and Calvert County cable communications systems to subsidiaries of Jones
Intercable. The complaint alleges that Jones Intercable acquired these cable
communications systems at unfairly low prices that did not accurately reflect
the market values of the systems. The plaintiffs seek on their own behalf and on
behalf of all other limited partners compensatory and nominal damages, the costs
and expenses of the litigation, including reasonable attorneys' and experts'
fees, and punitive and exemplary damages.
In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
--------------------------------------------------------------------
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
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Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
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Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
- -----------------------------------------------------
District of Colorado, Civil Action No. 99-WM-1702) ("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the plaintiffs' complaint is similar to the allegations raised
in the Gramercy Park case.
-------------
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
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Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
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Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
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Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
- --------------------------------------------
Colorado, Civil Action No. 99-B-1778) ("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the plaintiffs' complaint is similar to the allegations raised in
the Gramercy Park case.
-------------
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County systems because these cases involve common questions of law and fact.
During 2000, the District Court denied Jones Intercable's pending motions to
dismiss these cases, and, in February 2001, a scheduling conference was held
among the parties to this litigation at which the District Court set deadlines
for the various activities in these cases. No discovery has yet occurred, but
discovery is expected to begin in 2001 and continue into 2002.
The General Partner believes that the procedures followed by Jones
Intercable in conducting the votes of the limited partners of the various
partnerships on the sales of the Albuquerque, Palmdale, Littlerock and Calvert
County systems and the disclosures in the proxy statements delivered to the
limited partners in connection with the limited partners' votes on these sales
were proper and complete, and the General Partner believes that the various sale
transactions were fair because they were at prices determined by averaging three
separate, independent appraisals of the various cable communications systems
sold in accordance with the express provisions of the partnerships' limited
partnership agreements. The General Partner intends to defend these lawsuits
vigorously.
Litigation Relating to Limited Partnership List Requests
In July 1999, Jones Intercable, each of its subsidiaries that served as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632). In March 2000, Jones Intercable was merged
with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast
Corporation. In August 2000, Comcast JOIN Holdings, Inc. was merged with and
into Comcast Cable Communications, Inc., an
3
indirect wholly owned subsidiary of Comcast Corporation. As a result of these
transactions, Jones Intercable no longer exists and Comcast Cable
Communications, Inc. is now the general partner or the parent of the managing
general partner of each of the defendant partnerships.
Plaintiffs allege that certain of them formed a plan to acquire up to 4.9%
of the limited partnership interests in each of the managed partnerships named
as defendants, and that plaintiffs were frustrated in this purpose by Jones
Intercable's alleged refusal to provide plaintiffs with lists of the names and
addresses of the limited partners of these partnerships. The complaint alleges
that Jones Intercable's actions constituted a breach of contract, a breach of
Jones Intercable's implied covenant of good faith and fair dealing owed to the
plaintiffs as limited partners, a breach of Jones Intercable's fiduciary duty
owed to the plaintiffs as limited partners and tortious interference with
prospective economic advantage. Plaintiffs allege that Jones Intercable's
failure to provide them with the partnership lists prevented them from making
their tender offers and that they have been injured by such action in an amount
to be proved at trial, but not less than $17 million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs leave to amend their complaint to attempt to cure the deficiencies in
the pleadings. The plaintiffs filed their first amended complaint in January
2000. Defendants demurred to the amended complaint in March 2000. In May 2000,
the Court sustained the defendants' demurrers without leave to amend as to all
plaintiffs except KM Investments, the sole plaintiff that was a limited partner
in any of the partnerships, thereby dismissing all claims on the merits except
those of KM Investments. By a stipulation of the parties entered by the Court
in July 2000, the claims of KM Investments were stayed and a final judgment as
to claims of the other plaintiffs were entered, thereby facilitating an appeal
in the action without the need for pretrial, and potentially trial, proceedings
as to KM Investments alone. In August 2000, all plaintiffs except KM
Investments filed a notice of appeal of the judgment of the Court. Briefing in
that appeal, which is to the California State Court of Appeal for the Second
Appellate District, is now underway. The appellants' brief was filed in January
2001 and respondents' responsive brief was filed in March 2001. Appellants now
have the opportunity to file a reply brief and the Court of Appeal will schedule
an oral argument on the matter.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend this lawsuit vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
None.
PART II.
--------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
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AND RELATED SECURITY HOLDER MATTERS
-----------------------------------
While the Partnership is publicly held, there is no public market for the
limited partnership interests, and it is not expected that a market will develop
in the future. As of December 31, 2000, the number of equity security holders
in the Partnership was 11,234.
4
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
For the Year Ended December 31,
--------------------------------------------------------------------------------
Cable TV Fund 14-A, Ltd. 2000 1999 1998 1997 1996
- ----------------------------------------- ---------- ----------- ----------- ----------- -----------
Revenues $ - $ 9,552,731 $23,458,429 $26,642,247 $47,808,719
Depreciation and Amortization - 3,386,239 8,662,922 10,111,635 14,627,726
Operating Loss - (1,821,096) (3,048,163) (2,713,383) (397,890)
Equity in Net Income (Loss) of
Cable Television Joint Venture - - 22,599,271 (626,089) (815,252)
Net Income (Loss) 433,536 49,772,176/(a)/ 18,214,158/(b)/ 62,735,041/(c)/ (7,371,183)
Net Income (Loss) per Limited
Partnership Unit 2.03 276.97/(a)/ 113.54/(b)/ 387.70/(c)/ (45.61)
Weighted Average Number of
Limited Partnership Units Outstanding 160,000 160,000 160,000 160,000 160,000
General Partner's Capital (Deficit) 2,314,204 2,205,820 (24,635) (72,389) (776,152)
Limited Partners' Capital (Deficit) 6,942,612 6,617,460 11,949,739 19,267,904 (8,215,874)
Total Assets 9,955,311 19,839,463 38,472,721 44,982,801 79,343,054
Debt - - 23,432,210 22,773,095 85,424,507
Advances from Affiliates 40,656 6,205,737 365,829 489,313 352,232
(a) Net income resulted primarily from the sales of the cable television system
serving Buffalo, Minnesota (the "Buffalo System") in March 1999, the cable
television system serving Naperville, Illinois (the "Naperville System") in
May 1999 and the cable television system serving Calvert County, Maryland
(the "Calvert County System") in July 1999 by Cable TV Fund 14-A, Ltd.
(b) Net income resulted primarily from the sale of the cable television system
serving Broward County, Florida (the "Broward System") in March 1998 by
Cable TV Fund 14-A/B Venture.
(c) Net income resulted primarily from the sales of the cable television system
serving Turnersville, New Jersey (the "Turnersville System") in January
1997 and the cable television system serving areas in central Illinois (the
"Central Illinois System") in June 1997 by Cable TV Fund 14-A, Ltd.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
-------------
The following discussion contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties.
FINANCIAL CONDITION
- -------------------
The Partnership sold its Buffalo System in March 1999, its Naperville
System in May 1999 and its Calvert County System in July 1999, which represented
its remaining operating assets. The only assets of the Partnership at December
31, 2000 was its cash on hand of approximately $9,904,000 and interest
receivable of approximately $51,000. A portion of the Partnership's cash
balance is being held in reserve to pay the administrative expenses of the
Partnership until the Partnership is dissolved. The Partnership distributed
$7,500,000 of its cash on hand to its partners on March 15, 2001. The limited
partners received $5,625,000 and the General Partner received a general partner
distribution of $1,875,000.
Taking into account all distributions that had been made at December 31,
2000, the Partnership's limited partners have received approximately $686 for
each $500 limited partnership interest, or $1,372 for each $1,000 invested in
the Partnership.
RESULTS OF OPERATIONS
- ---------------------
The Partnership has sold all of its cable television systems and therefore,
a full discussion of the results of operations would not be meaningful.
Interest income incurred in 2000 totaling $699,961 was earned on the cash
balance on hand. Other expense of $266,425 incurred in 2000 related to various
costs associated with the administration of the Partnership.
ITEM 8. FINANCIAL STATEMENTS
- -----------------------------
The audited financial statements of the Partnership for the years ended
December 31, 2000 and 1999 follow.
5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Cable TV Fund 14-A, Ltd.:
We have audited the accompanying balance sheets of CABLE TV FUND 14-A, LTD.
(a Colorado limited partnership) as of December 31, 2000 and 1999, and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the general partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cable TV Fund 14-A, Ltd. as
of December 31, 2000 and 1999, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
February 23, 2001.
6
CABLE TV FUND 14-A, LTD.
-----------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
December 31,
---------------------------------------
ASSETS 2000 1999
------
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Cash $ 9,904,418 $ 19,674,576
Interest receivable 50,893 164,887
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Total assets $ 9,955,311 $ 19,839,463
================== =================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates $ 40,656 $ 6,205,737
Accrued distribution to Jones Intercable - 3,226,517
Accounts payable and accrued liabilities 657,839 1,583,929
------------------ -----------------
Total liabilities 698,495 11,016,183
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COMMITMENTS AND CONTINGENCIES (NOTE 5)
PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distribution (3,226,517) (3,226,517)
Accumulated earnings 5,539,721 5,431,337
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2,314,204 2,205,820
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Limited Partners-
Net contributed capital (160,000 units outstanding
at December 31, 2000 and 1999) 68,722,000 68,722,000
Distributions (109,679,552) (109,679,552)
Accumulated earnings 47,900,164 47,575,012
------------------ -----------------
6,942,612 6,617,460
------------------ -----------------
Total liabilities and partners' capital $ 9,955,311 $ 19,839,463
================== =================
The accompanying notes to financial statements
are an integral part of these balance sheets.
7
CABLE TV FUND 14-A, LTD.
-----------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
Year Ended December 31,
--------------------------------------------------
2000 1999 1998
--------------- --------------- ---------------
REVENUES $ - $ 9,552,731 $ 23,458,429
COSTS AND EXPENSES:
Operating expenses - 7,007,117 15,199,086
Management fees and allocated overhead
from Jones Intercable - 980,471 2,644,584
Depreciation and amortization - 3,386,239 8,662,922
--------------- --------------- ---------------
OPERATING LOSS - (1,821,096) (3,048,163)
--------------- --------------- ---------------
OTHER INCOME (EXPENSE):
Interest expense - (466,398) (1,641,112)
Interest income 699,961 899,480 5,178
Gain on sales of cable television systems - 52,198,917 -
Other, net (266,425) (1,038,727) 298,984
--------------- --------------- ---------------
Total other income (expense), net 433,536 51,593,272 (1,336,950)
--------------- --------------- ---------------
INCOME (LOSS) BEFORE EQUITY IN NET INCOME
OF CABLE TELEVISION JOINT VENTURE 433,536 49,772,176 (4,385,113)
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE - - 22,599,271
--------------- --------------- ---------------
NET INCOME $ 433,536 $ 49,772,176 $ 18,214,158
=============== =============== ===============
ALLOCATION OF NET INCOME:
General Partner $ 108,384 $ 5,456,972 $ 47,754
=============== =============== ===============
Limited Partners $ 325,152 $ 44,315,204 $ 18,166,404
=============== =============== ===============
NET INCOME PER LIMITED PARTNERSHIP UNIT $ 2.03 $ 276.97 $ 113.54
=============== =============== ===============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 160,000 160,000 160,000
=============== =============== ===============
The accompanying notes to financial statements
are an integral part of these statements.
8
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------
Year Ended December 31,
--------------------------------------------------
2000 1999 1998
--------------- --------------- ---------------
GENERAL PARTNER:
Balance, beginning of year $ 2,205,820 $ (24,635) $ (72,389)
Net income for year 108,384 5,456,972 47,754
Distribution - (3,226,517) -
--------------- --------------- ---------------
Balance, end of year $ 2,314,204 $ 2,205,820 $ (24,635)
=============== =============== ===============
LIMITED PARTNERS:
Balance, beginning of year $ 6,617,460 $ 11,949,739 $ 19,267,904
Net income for year 325,152 44,315,204 18,166,404
Distributions - (49,647,483) (25,484,569)
--------------- --------------- ---------------
Balance, end of year $ 6,942,612 $ 6,617,460 $ 11,949,739
=============== =============== ===============
The accompanying notes to financial statements
are an integral part of these statements.
9
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
Year Ended December 31,
--------------------------------------------------
2000 1999 1998
--------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 433,536 $ 49,772,176 $ 18,214,158
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization - 3,386,239 8,662,922
Equity in net income of cable television joint venture - - (22,599,271)
Gain on sales of cable television systems - (52,198,917) -
Decrease in trade receivables, net - 454,788 476,584
Decrease in interest receivable, deposits,
prepaid expenses and other assets 113,994 2,399,227 627,811
Increase (decrease) in accounts payable and
accrued liabilities and subscriber prepayments (926,090) (1,330,536) 224,700
Increase (decrease) in advances from affiliates (6,165,081) 5,839,908 (123,484)
--------------- --------------- ---------------
Net cash (used in) provided by operating activities (6,543,641) 8,322,885 5,483,420
--------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net - (1,340,531) (6,600,855)
Proceeds from sales of cable television systems, net of
brokerage fees and escrow proceeds - 85,414,770 -
Distributions from Joint Venture - - 25,937,002
--------------- --------------- ---------------
Net cash provided by investing activities - 84,074,239 19,336,147
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 800,000 1,694,890
Repayment of debt - (24,232,210) (1,035,775)
Distributions to limited partners - (49,647,483) (25,484,569)
Distribution to Jones Intercable (3,226,517) - -
--------------- --------------- ---------------
Net cash used in financing activities (3,226,517) (73,079,693) (24,825,454)
--------------- --------------- ---------------
Increase (decrease) in cash (9,770,158) 19,317,431 (5,887)
Cash, beginning of year 19,674,576 357,145 363,032
--------------- --------------- ---------------
Cash, end of year $ 9,904,418 $ 19,674,576 $ 357,145
=============== =============== ===============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 23,502 $ 678,639 $ 1,642,848
=============== =============== ===============
NON-CASH TRANSACTION:
Accrued distribution to Jones Intercable $ - $ 3,226,517 $ -
=============== =============== ===============
The accompanying notes to financial statements
are an integral part of these statements.
10
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------
Formation and Business
----------------------
Cable TV Fund 14-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 6, 1987, under a public program sponsored by
Jones Intercable, Inc. ("Jones Intercable"). The Partnership was formed to
acquire, construct, develop and operate cable television systems.
Formation of Joint Venture
--------------------------
On January 8, 1988, the Partnership and Cable TV Fund 14-B, Ltd. ("Fund 14-
B") formed Cable TV Fund 14-A/B Venture (the "Venture"), to acquire the cable
television system serving areas in and around Broward County, Florida (the
"Broward System"). The Partnership contributed $18,975,000 to the capital of the
Venture for a 27 percent ownership interest and Fund 14-B contributed
$51,025,000 to the capital of the Venture for a 73 percent ownership interest.
As discussed below, the Venture sold the Broward System on March 31, 1998. The
Venture was liquidated and dissolved in October 1998.
New General Partner
-------------------
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
of a controlling interest in Jones Intercable, the Partnership's general partner
until March 2, 2000. In December 1999, Comcast and Jones Intercable entered into
a definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged with and into Comcast JOIN Holdings, Inc., a
wholly owned subsidiary of Comcast. As a result of this transaction, Jones
Intercable no longer exists and Comcast JOIN Holdings, Inc. continued as the
surviving corporation of the merger. On August 1, 2000, Comcast JOIN Holdings,
Inc. was merged with and into Comcast Cable Communications, Inc. ("Comcast
Cable"), an indirect wholly owned subsidiary of Comcast. Comcast Cable is now
the general partner of the Partnership. References in these Notes to "the
General Partner" refer to Comcast Cable. The General Partner shares corporate
offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102-
2148.
Cable Television System Acquisitions
------------------------------------
The Partnership acquired the cable television systems serving certain areas
in and around the communities of Turnersville, New Jersey (the "Turnersville
System"); Buffalo, Minnesota (the "Buffalo System"); Naperville, Illinois (the
"Naperville System"); and Calvert County, Maryland (the "Calvert County System")
in 1987. In 1991, the Partnership purchased additional cable television systems
serving certain communities in rural central Illinois (the "Central Illinois
System"). All of these cable television systems have been sold.
Cable Television System Sales by the Partnership and the Venture
----------------------------------------------------------------
Buffalo System
--------------
On March 29, 1999, the Partnership sold the Buffalo System to an
unaffiliated party for a sales price of $26,605,000. From the sale proceeds, the
Partnership paid $13,500,000 outstanding on its revolving credit facility, paid
a brokerage fee to The Intercable Group, Ltd. ("The Intercable Group"), a
subsidiary of Jones Intercable, totaling $665,125, representing 2.5 percent of
the sales price, for acting as a broker in this transaction, settled working
capital adjustments and deposited $1,200,000 into an interest-bearing indemnity
escrow account. The remaining net sale proceeds of $10,874,000 were distributed
in April 1999 to the Partnership's limited partners of record as of the closing
date of the sale of the Buffalo System. This distribution from the sale of the
Buffalo System represented $68 for each $500 limited partnership interest, or
$136 for each $1,000 invested in the Partnership. Because the distribution to
the limited partners from the sale of the Buffalo System, together with all
prior distributions, did not return to the limited partners 125 percent of the
capital initially contributed to the Partnership by the limited partners, all of
the net proceeds from the sale of the Buffalo System were distributed to the
limited partners and Jones Intercable did not receive a general partner
distribution from the sale of the Buffalo System.
11
Until August 1999, $1,200,000 of sale proceeds remained in an interest-
bearing indemnity escrow account as security for the Partnership's agreement to
indemnify the buyer under the asset purchase agreement. The escrow period
expired and claims of $30,539 were made on the escrowed funds by the buyer. The
Partnership paid the buyer's claims and then distributed the escrowed funds plus
interest, which totaled $1,186,476, to the Partnership's limited partners in
December 1999.
Naperville System
-----------------
On May 7, 1999, the Partnership sold the Naperville System to an
unaffiliated party for a sales price of $22,545,875. From the sale proceeds, the
Partnership paid the $10,350,000 balance outstanding on its revolving credit
facility, paid a brokerage fee to The Intercable Group totaling $563,647,
representing 2.5 percent of the sales price, for acting as a broker in this
transaction, settled working capital adjustments, and then deposited $696,000
into an interest-bearing indemnity escrow account. The remaining net sale
proceeds of $10,000,000 were distributed in May 1999 to the Partnership's
limited partners of record as of the closing date of the sale of the Naperville
System. This distribution gave the Partnership's limited partners an approximate
return of $62.50 for each $500 limited partnership interest, or $125 for each
$1,000 invested in the Partnership. Because the distribution to the limited
partners from the sale of the Naperville System, together with all prior
distributions, did not return to the limited partners 125 percent of the capital
initially contributed to the Partnership by the limited partners, all of the net
proceeds from the sale of the Naperville System were distributed to the limited
partners and Jones Intercable did not receive a general partner distribution
from the sale of the Naperville System.
The $696,000 of sale proceeds placed in an interest-bearing indemnity
escrow account remained in escrow until December 14, 1999, as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. No claims were made on the escrowed funds by the buyer. The escrowed
funds plus interest, which totaled $714,647, were returned to the Partnership in
December 1999. From the escrowed funds, the Partnership paid certain liabilities
and it held the balance in reserve to cover the administrative expenses of the
Partnership.
Calvert County System
---------------------
On July 6, 1999, the Partnership sold the Calvert County System to a
subsidiary of Jones Intercable for a sales price of $39,388,667. From the sale
proceeds, the Partnership paid certain fees and expenses of the transaction,
retained funds necessary to cover the administrative expenses of the Partnership
and distributed a portion of the net sale proceeds of approximately $30,813,524
to the Partnership's partners of record as of the closing date of the sale of
the Calvert County System. The limited partners, as a group, received
$27,587,007 of this amount. This distribution to the limited partners gave the
Partnership's limited partners an approximate return of $172 for each $500
limited partnership interest, or $344 for each $1,000 invested in the
Partnership. Because at the time of the Calvert County System's sale, the
distributions made to the limited partners from the Calvert County System sale
and from prior sales of cable television systems returned to the limited
partners more than 125 percent of the amounts originally contributed to the
Partnership by the limited partners, Jones Intercable received a general partner
distribution of $3,226,517 from the proceeds of the sale of the Calvert County
System.
Broward System
--------------
On March 31, 1998, the Venture sold the Broward System to an unaffiliated
third party for $140,000,000. From the proceeds of the Broward System sale, the
Venture repaid the outstanding balance on its credit facility, paid a brokerage
fee to The Intercable Group, settled working capital adjustments and then
distributed $95,708,056 to the two constituent partnerships of the Venture in
proportion to their ownership interests in the Venture. Accordingly, the
Partnership received 27 percent of the net sale proceeds, or $25,937,002. In
April 1998, the Partnership distributed $25,484,569 of its net sale proceeds to
its limited partners of record as of March 31, 1998 and the Partnership retained
$452,433 for working capital purposes. The Venture was liquidated and dissolved
in October 1998.
Taking into account all distributions that had been made at December 31,
2000, the Partnership's limited partners have received approximately $ 686 for
each $500 limited partnership interest, or $1,372 for each $1,000 invested in
the Partnership.
12
Contributed Capital
-------------------
The capitalization of the Partnership is set forth in the accompanying
Statements of Partners' Capital (Deficit). No limited partner is obligated to
make any additional contribution to partnership capital.
Jones Intercable purchased its general partner interest in the Partnership
by contributing $1,000 to partnership capital. Comcast Cable now owns this
general partner interest.
All profits and losses of the Partnership were allocated 99 percent to the
limited partners and 1 percent to the general partner, except for income or gain
from the sale or disposition of cable television properties, which were
allocated to the partners based upon the formula set forth in the partnership
agreement and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to the
limited partners.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Accounting Records
------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally accepted
in the United States. The Partnership's tax returns are also prepared on the
accrual basis.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Investment in Cable Television Joint Venture
--------------------------------------------
The Partnership owned a 27 percent interest in the Venture through a
capital contribution made in March 1988 of $18,975,000. The Venture acquired the
Broward System in March 1988. The Venture reported net income of $83,036,505 in
1998, of which $22,599,271 was allocated to the Partnership, and the Partnership
also received distributions totaling $25,937,002 from the Venture's sale of the
Broward System. The investment was accounted for on the equity method. The
Venture sold the Broward System on March 31, 1998 and the Venture was liquidated
and dissolved in October 1998.
Cash and Cash Equivalents
-------------------------
For purposes of the Statements of Cash Flows, the Partnership considered
all highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
Reclassifications
-----------------
Certain prior year amounts were reclassified to conform to the 2000
presentation.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------
Brokerage Fees
--------------
The Intercable Group performed brokerage services for the Partnership and
the Venture. For brokering the Partnership's sales of the Buffalo System and the
Naperville System, The Intercable Group earned fees totaling $665,125 and
$563,647, respectively, or 2.5 percent of the respective sales prices, for the
year ended December 31, 1999. For brokering the Venture's sale of the Broward
System, The Intercable Group earned a $3,500,000 fee, or 2.5 percent of the
sales price, for the year ended December 31, 1998.
Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------
Jones Intercable managed the Partnership and received a fee for its
services equal to 5 percent of the gross revenues of the Partnership, excluding
revenues from the sale of cable television systems or franchises, until the sale
of its Calvert County System on July 6, 1999. Jones Intercable did not receive a
management fee after July 6, 1999. Management fees for the years ended December
31, 1999 and 1998 were $477,637 and $1,172,921, respectively.
13
Any distributions made from cash flow (defined as cash receipts derived
from routine operations, less debt principal and interest payments and cash
expenses) are allocated 99 percent to the limited partners and 1 percent to the
general partner. Any distributions other than interest income on limited partner
subscriptions earned prior to the acquisition of the Partnership's first cable
television system or from cash flow, such as from the sale or refinancing of a
system or upon dissolution of the Partnership, will be made as follows: first,
to the limited partners in an amount which, together with all prior
distributions, equaled 125 percent of the amount initially contributed to the
Partnership capital by the limited partners; the balance, 75 percent to the
limited partners and 25 percent to the general partner.
The Partnership reimburses its general partner for certain administrative
expenses. These expenses represent the salaries and related benefits paid for
corporate personnel. Such personnel provide administrative, accounting, tax,
legal and investor relations services to the Partnership. Such services, and
their related costs, are necessary to the administration of the Partnership
until the Partnership is dissolved. Such costs were charged to operating costs
during the periods that the Partnership operated its cable television systems.
Subsequent to the sale of the Partnership's final cable television system, such
costs were charged to Other, net in the accompanying Statements of Operations.
Reimbursements made to the general partner by the Partnership for overhead and
administrative expenses during the years ended December 31, 2000, 1999 and 1998
were $109,383, $538,880 and $1,471,663 , respectively.
The Partnership earned interest during 2000 at an average interest rate of
7.74 percent on the amounts due from affiliates, which approximated the
affiliates weighted average cost of borrowing. Total interest earned by the
Partnership for the year ended December 31, 2000 totaled $15,323. The
Partnership was charged interest by affiliates on amounts due to affiliates
totaling $11,371 and $3,728, respectively, for the years ended December 31, 1999
and 1998.
Payments to/from Affiliates for Programming Services
----------------------------------------------------
Prior to the sale of its Calvert County System in 1999, the Partnership
received programming from Superaudio, Knowledge TV, Inc., Great American
Country, Inc. and Product Information Network, all of which were affiliates of
Jones Intercable until April 7, 1999 (see Note 1).
Payments to Superaudio totaled $13,332 and $39,430 in 1999 and 1998,
respectively. Payments to Knowledge TV, Inc. totaled $11,871 and $40,959 in 1999
and 1998, respectively. Payments to Great American Country, Inc. totaled $11,573
and $32,421 in 1999 and 1998, respectively.
Prior to the sale of its Calvert County System in 1999, the Partnership
received a commission from Product Information Network based on a percentage of
advertising revenue and number of subscribers. Product Information Network paid
commissions to the Partnership totaling $17,583 and $63,159 in 1999 and 1998,
respectively.
(4) INCOME TAXES
------------
Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Partnership are prepared and filed by the general
partner.
The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable partnership income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to the Partnership's recorded income or
loss, the tax liability of the general and limited partners would likely be
changed accordingly.
(5) COMMITMENTS AND CONTINGENCIES
-----------------------------
Litigation Challenging Jones Intercable's Acquisition of the Calvert County
---------------------------------------------------------------------------
System
------
In August 1999, Jones Intercable was named a defendant in a case captioned
Gramercy Park Investments, LP, Cobble Hill Investments, LP and Madison/AG
- -------------------------------------------------------------------------
Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and Glenn R.
- --------------------------------------------------------------------------------
Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable
- --------------------------------------------------------------------------------
TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd.,
- --------------------------------------------------------------------------
nominal defendants (U.S. District Court, District of Colorado, Civil Action No.
- ------------------
99-B-1508) ("Gramercy Park") brought as a class and derivative action by limited
partners of the named partnerships. The plaintiffs' complaint alleges that the
defendants made false and misleading statements to the limited partners of the
named partnerships in connection with the solicitation of proxies and the votes
of the limited partners on the sales of the Albuquerque, Palmdale, Littlerock
and Calvert County cable communication systems by the named partnerships to
Jones Intercable or one of its subsidiaries in violation of Sections 14 and 20
of the Securities Exchange Act of 1934, as amended. The plaintiffs specifically
allege that the proxy statements delivered to the limited partners in connection
14
with the limited partners' votes on these sales were false, misleading and
failed to disclose material facts necessary to make the statements made not
misleading. The plaintiffs' complaint also alleges that the defendants breached
their fiduciary duties to the plaintiffs and to the other limited partners of
the named partnerships and to the named partnerships in connection with the
various sales of the Albuquerque, Palmdale, Littlerock and Calvert County cable
communications systems to subsidiaries of Jones Intercable. The complaint
alleges that Jones Intercable acquired these cable communications systems at
unfairly low prices that did not accurately reflect the market values of the
systems. The plaintiffs seek on their own behalf and on behalf of all other
limited partners compensatory and nominal damages, the costs and expenses of the
litigation, including reasonable attorneys' and experts' fees, and punitive and
exemplary damages.
In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
--------------------------------------------------------------------
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
- -----------------------------------------------------------------------------
Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
- -----------------------------------------------------------------------------
Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
- -----------------------------------------------------
District of Colorado, Civil Action No. 99-WM-1702) ("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the plaintiffs' complaint is similar to the allegations raised
in the Gramercy Park case.
-------------
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
----------------------------------------------------------------------
Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
- -----------------------------------------------------------------------------
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
- --------------------------------------------------------------------------------
Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
- --------------------------------------------
Colorado, Civil Action No. 99-B-1778) ("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the plaintiffs' complaint is similar to the allegations raised in
the Gramercy Park case.
-------------
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County systems because these cases involve common questions of law and fact.
During 2000, the District Court denied Jones Intercable's pending motions to
dismiss these cases, and, in February 2001, a scheduling conference was held
among the parties to this litigation at which the District Court set deadlines
for the various activities in these cases. No discovery has yet occurred, but
discovery is expected to begin in 2001 and continue into 2002.
The General Partner believes that the procedures followed by Jones
Intercable in conducting the votes of the limited partners of the various
partnerships on the sales of the Albuquerque, Palmdale, Littlerock and Calvert
County systems and the disclosures in the proxy statements delivered to the
limited partners in connection with the limited partners' votes on these sales
were proper and complete, and the General Partner believes that the various sale
transactions were fair because they were at prices determined by averaging three
separate, independent appraisals of the various cable communications systems
sold in accordance with the express provisions of the partnerships' limited
partnership agreements. The General Partner intends to defend these lawsuits
vigorously.
Litigation Relating to Limited Partnership List Requests
--------------------------------------------------------
In July 1999, Jones Intercable, each of its subsidiaries that served as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632). In March 2000, Jones Intercable was merged
with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast
Corporation. In August 2000, Comcast JOIN Holdings, Inc. was merged with and
into Comcast Cable Communications, Inc., an indirect wholly owned subsidiary of
Comcast Corporation. As a result of these transactions, Jones Intercable no
longer exists and Comcast Cable Communications, Inc. is now the general partner
or the parent of the managing general partner of each of the defendant
partnerships.
Plaintiffs allege that certain of them formed a plan to acquire up to 4.9
percent of the limited partnership interests in each of the managed partnerships
named as defendants, and that plaintiffs were frustrated in this purpose by
Jones Intercable's alleged refusal to provide plaintiffs with lists of the names
and addresses of the limited partners of these partnerships. The complaint
alleges that Jones Intercable's actions constituted a breach of contract, a
breach of Jones Intercable's implied covenant of good faith and fair dealing
owed to the plaintiffs as limited partners, a breach of Jones Intercable's
fiduciary duty owed to the plaintiffs as limited partners and tortious
interference with prospective economic advantage. Plaintiffs allege that Jones
Intercable's failure to provide them with the partnership lists prevented them
from making their tender offers and that they have been injured by such action
in an amount to be proved at trial, but not less than $17 million.
15
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs' leave to amend their complaint to attempt to cure the deficiencies
in the pleadings. The plaintiffs filed their first amended complaint in January
2000. Defendants demurred to the amended complaint in March 2000. In May 2000,
the Court sustained the defendants' demurrers without leave to amend as to all
plaintiffs except KM Investments, the sole plaintiff that was a limited partner
in any of the partnerships, thereby dismissing all claims on the merits except
those of KM Investments. By a stipulation of the parties entered by the Court in
July 2000, the claims of KM Investments were stayed and a final judgment as to
claims of the other plaintiffs were entered, thereby facilitating an appeal in
the action without the need for pretrial, and potentially trial, proceedings as
to KM Investments alone. In August 2000, all plaintiffs except KM Investments
filed a notice of appeal of the judgment of the Court. Briefing in that appeal,
which is to the California State Court of Appeal for the Second Appellate
District, is now underway. The appellants' brief was filed in January 2001 and
respondents' responsive brief was filed in March 2001. Appellants now have the
opportunity to file a reply brief and the Court of Appeal will schedule an oral
argument on the matter.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend this lawsuit vigorously.
(6) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------
Supplementary profit and loss information is presented below:
Year Ended December 31,
----------------------------------
2000 1999 1998
---------- ---------- ----------
Maintenance and repairs $ - $ 85,583 $ 286,265
========== ========== ==========
Taxes, other than income and payroll taxes $ - $ 63,218 $ 167,877
========== ========== ==========
Advertising $ - $ 73,491 $ 160,601
========== ========== ==========
Depreciation of property, plant and equipment $ - $3,064,396 $7,706,654
========== ========== ==========
Amortization of intangible assets $ - $ 321,843 $ 956,268
========== ========== ==========
16
(7) UNAUDITED SUPPLEMENTARY DATA
----------------------------
Selected unaudited quarterly financial information is presented below:
2000
------------------------------------------------------------------------------------
Three Months Ended Year Ended
------------------------------------------------------------------
March 31, June 30, September 30, December 31, December 31,
------------ ----------- --------------- -------------- --------------
Revenues $ - $ - $ - $ - $ -
Operating loss $ - $ - $ - $ - $ -
Gain on sale of cable
television systems $ - $ - $ - $ - $ -
Net income $ 180,167 $ 95,214 $ 127,184 $ 30,971 $ 433,536
Net income per limited
partnership unit $ 0.84 $ 0.45 $ 0.60 $ 0.14 $ 2.03
Weighted average number
of limited partnership
units outstanding 160,000 160,000 160,000 160,000 160,000
1999
-------------------------------------------------------------------------------------
Three Months Ended Year Ended
-------------------------------------------------------------------
March 31, June 30, September 30, December 31, December 31,
------------- ------------ --------------- -------------- --------------
Revenues $ 6,037,128 $ 3,355,354 $ 160,249 $ - $ 9,552,731
Operating loss $ (764,451) $ (1,029,939) $ (26,706) $ - $ (1,821,096)
Gain on sale of cable
television systems $ 15,864,241 $ 8,560,194 $ 27,774,482 $ - $ 52,198,917
Net income $ 14,281,757 $ 7,224,618 $ 27,900,969 $ 364,832 $ 49,772,176
Net income per limited
partnership unit $ 89.11 $ 45.15 $ 141.00 $ 1.71 $ 276.97
Weighted average number
of limited partnership
units outstanding 160,000 160,000 160,000 160,000 160,000
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
--------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III.
---------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------
The Partnership itself has no officers or directors. Certain information
concerning the directors and executive officers of the General Partner is set
forth below. Directors of the General Partner serve until the next annual
meeting of the General Partner and until their successors shall be elected and
qualified.
Ralph J. Roberts is Chairman of the General Partner's Board of Directors.
Mr. Roberts served as Chairman of Jones Intercable, Inc.'s Board of Directors
from April 1999 until its merger with Comcast JOIN Holdings, Inc. in March 2000.
Mr. Roberts has served as a Director of Comcast Corporation and as the Chairman
of its Board of Directors for more than five years. Mr. Roberts has been the
President and a Director of Sural Corporation, a privately held investment
company that is Comcast Corporation's controlling shareholder, for more than
five years. Mr. Roberts is the father of Brian L. Roberts. He is 81 years old.
Brian L. Roberts is Vice Chairman of the General Partner's Board of
Directors. Mr. Roberts served as President and a Director of Jones Intercable,
Inc. from April 1999 until its merger with Comcast JOIN Holdings, Inc. in March
2000. Mr. Roberts has served as the President and as a Director of Comcast
Corporation for more than five years. Mr. Roberts also serves as Vice President
and as a Director of Sural Corporation. Mr. Roberts is the Principal Executive
Officer of the General Partner and of Comcast Corporation. He also is a Director
of The Bank of New York. Mr. Roberts is a son of Ralph J. Roberts. He is 41
years old.
Lawrence S. Smith is Executive Vice President and a Director of the General
Partner. Mr. Smith served as an Executive Vice President and a Director of Jones
Intercable, Inc. from April 1999 until its merger with Comcast JOIN Holdings,
Inc. in March 2000. Mr. Smith has served as an Executive Vice President of
Comcast Corporation for more than five years. He is 53 years old.
Stanley L. Wang is Executive Vice President and Secretary and a Director of
the General Partner. Mr. Wang served as Senior Vice President and Secretary and
a Director of Jones Intercable, Inc. from April 1999 until its merger with
Comcast JOIN Holdings, Inc. in March 2000. Mr. Wang has served as an Executive
Vice President of Comcast Corporation since February 2000. Prior to that time,
he served as a Senior Vice President and as Secretary and General Counsel of
Comcast Corporation for more than five years. He is 60 years old.
John R. Alchin is Executive Vice President and Treasurer of the General
Partner. Mr. Alchin served as Senior Vice President and Treasurer and a Director
of Jones Intercable, Inc. from April 1999 until its merger with Comcast JOIN
Holdings, Inc. in March 2000. Mr. Alchin has served as an Executive Vice
President of Comcast Corporation since February 2000. Prior to that time, he
served as a Senior Vice President and as Treasurer of Comcast Corporation for
more than five years. Mr. Alchin is the Principal Financial Officer of the
General Partner and of Comcast Corporation. He is 52 years old.
Lawrence J. Salva joined Comcast Corporation in January 2000 as Senior Vice
President and Chief Accounting Officer. Prior to that time, Mr. Salva was a
national accounting consulting partner in the public accounting firm of
PricewaterhouseCoopers for more than five years. Mr. Salva is a Senior Vice
President and the Principal Accounting Officer of the General Partner and of
Comcast Corporation. He is 45 years old.
18
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
The Partnership has no employees; however, various personnel are required
to administer the financial, tax and legal affairs of the Partnership. Such
personnel are employed by Comcast and, pursuant to the terms of the limited
partnership agreement of the Partnership, the costs of such employment are
charged by Comcast to the Partnership. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
---------------------------------------------------------------------
As of December 31, 2000, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
The Partnership reimburses its general partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
benefits paid to corporate personnel. Such personnel provide administrative,
accounting, legal and investor relations services. The Partnership will continue
to reimburse its general partner for actual time spent on Partnership business
by the employees of Comcast until the Partnership is liquidated and dissolved.
During the year ended December 31, 2000, such reimbursements totaled $109,383.
19
PART IV.
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
(a) 1. See index to financial statements for the list of financial statements
and exhibits thereto filed as part of this report.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement for Cable TV Fund 14-A, Ltd.
(incorporated by reference from the Partnership's Report on Form 10-K
for the fiscal year ended December 31, 1987)
(b) Reports on Form 8-K
-------------------
None.
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in Philadelphia,
Pennsylvania.
CABLE TV FUND 14-A, LTD.,
a Colorado limited partnership
By: Comcast Cable Communications, Inc.,
a Delaware corporation,
its general partner
By: /s/ Brian L. Roberts
-------------------------------------
Brian L. Roberts
Dated: March 28, 2001 Vice Chairman; Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Ralph J. Roberts
-------------------------------------
Ralph J. Roberts
Dated: March 28, 2001 Chairman; Director
By: /s/ Brian L. Roberts
-------------------------------------
Brian L. Roberts
Vice Chairman; Director
Dated: March 28, 2001 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
-------------------------------------
Lawrence S. Smith
Dated: March 28, 2001 Executive Vice President; Director
By: /s/ Stanley L. Wang
-------------------------------------
Stanley L. Wang
Dated: March 28, 2001 Executive Vice President; Secretary;
Director
By: /s/ John R. Alchin
-------------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 28, 2001 (Principal Financial Officer)
By: /s/ Lawrence J. Salva
-------------------------------------
Lawrence J. Salva
Senior Vice President
Dated: March 28, 2001 (Principal Accounting Officer)
21