SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 10, 1997
CABLE TV FUND 14-A, LTD.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-16200 84-1024658
-------- ------- ----------
(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
Item 2. Disposition of Assets
---------------------
On January 10, 1997, Cable TV Fund 14-A, Ltd., a Colorado limited
partnership (the "Partnership"), sold the cable television system serving the
areas in and around Turnersville, New Jersey (the "Turnersville System") to an
unaffiliated party for a sales price totaling approximately $84,500,000, subject
to closing adjustments. The Partnership will distribute, prior to the end of
February 1997, approximately $25,000,000 (or approximately $313 per each $1,000
invested in the Partnership) of the sale proceeds to its limited partners, and,
as required under the terms of the Partnership's credit facility, approximately
$52,500,000 of the sale proceeds will be used to repay a portion of the
Partnership's indebtedness. Because the $25,000,000 distribution to the limited
partners will not return 125 percent of the amount initially contributed by the
limited partners, the General Partner will not receive a distribution from the
proceeds of the sale of the Turnersville System. The Jones Group, Ltd., a
subsidiary of Jones Intercable, Inc., the general partner of the Partnership,
received a brokerage fee of $2,112,500, representing 2.5 percent of the sales
price, for acting as a broker in this transaction. The balance of the proceeds
will be used by the Partnership for ongoing working capital. Because the sale
of the Turnersville System did not represent a sale of all or substantially all
of the Partnership's assets, no vote of the limited partners of the Partnership
was required to approve this sale.
2
Item 7. Financial Statements and Exhibits
---------------------------------
b. Pro forma financial information. Pro forma financial statements of
-------------------------------
Cable TV Fund 14-A, Ltd. reflecting the disposition of the Turnersville System.
c. Exhibits.
--------
2.1 Asset Purchase Agreement dated as of March 28, 1996, between
Cable TV Fund 14-A, Ltd. and Lenfest Atlantic, Inc. is incorporated by reference
from the Partnership's Annual Report on Form 10-K for year ended December 31,
1995 (Exhibit 10.3.3).
3
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 hereunto duly authorized.
CABLE TV FUND 14-A, LTD.
By Jones Intercable, Inc.,
General Partner
Dated: January 23, 1997 By:/s/ ELIZABETH M. STEELE
___________________________
Elizabeth M. Steele
Vice President
4
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF CABLE TV FUND 14-A, LTD.
The following unaudited pro forma balance sheet assumes that as of
September 30, 1996, Cable TV Fund 14-A, Ltd. (the "Partnership") had sold the
cable television system serving areas in and around Turnersville, New Jersey
(the "Turnersville System") for $84,500,000. The funds available to the
Partnership, adjusting for the estimated net closing adjustments of the
Turnersville System, are expected to total approximately $85,044,424. Such
funds will be used for working capital purposes, to repay indebtedness of the
Partnership, and $25,000,000 will be distributed to the partners of the
Partnership. The unaudited Pro Forma Statements of Operations assume that the
Turnersville System was sold as of January 1, 1995.
The Partnership will continue to own the cable television systems serving
areas in and around Buffalo, Minnesota; Naperville, Illinois; Calvert County,
Maryland; and certain communities in Central Illinois. The Partnership will
also continue to own a 27 percent interest in Cable TV Fund 14-A/B Venture (the
"Venture"). The Venture owns and operates the cable television system serving
certain areas in Broward County, Florida.
The unaudited pro forma financial information should be read in conjunction
with the appropriate notes to the unaudited pro forma financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED
UPON AMOUNTS AS OF SEPTEMBER 30, 1996 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
CABLE TV FUND 14-A, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
September 30, 1996
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- -------------- -------------
ASSETS
Cash and cash equivalents $ 397,481 $ 5,258,448 $ 5,655,929
Trade receivables, net 1,255,360 (582,595) 672,765
Investment in cable television properties:
Property, plant and equipment, net 60,006,537 (17,598,930) 42,407,607
Intangibles, net 12,686,887 (2,329,296) 10,357,591
Investment in cable television joint venture 4,210,600 -- 4,210,600
------------- -------------- -------------
Total investment in cable television properties 76,904,024 (19,928,226) 56,975,798
Deposits, prepaid expenses and deferred charges 948,083 (130,643) 817,440
------------- -------------- -------------
Total assets $ 79,504,948 $ (15,383,016) $ 64,121,932
============= ============== =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 80,756,328 $ (52,500,000) $ 28,256,328
Accounts payable - General Partner 3,453,993 -- 3,453,993
Accrued liabilities 2,065,428 (314,987) 1,750,441
Subscriber prepayments 130,359 (24,933) 105,426
------------- -------------- -------------
Total liabilities 86,406,108 (52,839,920) 33,566,188
------------- -------------- -------------
Partners' deficit (6,901,160) 37,456,904 30,555,744
------------- -------------- -------------
Total liabilities and partners' deficit $ 79,504,948 $ (15,383,016) $ 64,121,932
============= ============== =============
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
CABLE TV FUND 14-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- -------------- -------------
REVENUES $ 44,094,802 $ (16,392,499) $ 27,702,303
COSTS AND EXPENSES:
Operating expenses 25,719,534 (8,788,432) 16,931,102
Management fees and allocated overhead from
General Partner 5,375,657 (1,976,152) 3,399,505
Depreciation and amortization 14,459,479 (3,632,327) 10,827,152
------------- -------------- -------------
OPERATING INCOME (LOSS) (1,459,868) (1,995,588) (3,455,456)
------------- -------------- -------------
OTHER INCOME (EXPENSES):
Interest expense (6,001,497) 4,002,851 (1,998,646)
Other, net 29,201 -- 29,201
------------- -------------- -------------
Total other income (expense), net (5,972,296) 4,002,851 (1,969,445)
------------- -------------- -------------
LOSS BEFORE EQUITY IN NET
LOSS OF CABLE TELEVISION
JOINT VENTURE $ (7,432,164) 2,007,263 (5,424,901)
EQUITY IN NET LOSS OF
CABLE TELEVISION JOINT VENTURE (1,104,003) -- (1,104,003)
NET LOSS $ (8,536,167) $ 2,007,263 $ (6,528,904)
============= ============== =============
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
CABLE TV FUND 14-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1996
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- -------------- -------------
REVENUES $ 35,294,597 $ (12,848,265) $ 22,446,332
COSTS AND EXPENSES:
Operating expenses 20,570,930 (6,903,797) 13,667,133
Management fees and allocated overhead from
General Partner 4,026,927 (1,434,525) 2,592,402
Depreciation and amortization 10,777,905 (2,689,016) 8,088,889
------------- -------------- -------------
OPERATING LOSS (81,165) 1,820,927 (1,902,092)
OTHER INCOME (EXPENSES):
Interest expense (4,510,275) 2,991,001 (1,519,274)
Other, net 120,405 94,704 (25,701)
------------- -------------- -------------
Total other income (expense), net (4,630,680) 3,085,705 (1,544,975)
------------- -------------- -------------
LOSS BEFORE EQUITY IN NET
LOSS OF CABLE TELEVISION
JOINT VENTURE $ (4,711,845) 1,264,778 (3,447,067)
EQUITY IN NET LOSS OF CABLE
TELEVISION JOINT VENTURE (568,472) -- (568,472)
NET LOSS $ (5,280,317) $ 1,264,778 $ (4,015,539)
============= ============== =============
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
CABLE TV FUND 14-A, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Turnersville
System and the resulting estimated proceeds expected to be received by the
Partnership.
2) The unaudited pro forma balance sheet assumes that the Partnership
had sold the Turnersville System for $84,500,000 as of September 30, 1996. The
unaudited statements of operations assume that the Partnership had sold the
Turnersville System as of January 1, 1995.
3) The estimated gain recognized from the sale of the Turnersville
System and corresponding estimated distribution to limited partners as of
September 30, 1996 has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 84,500,000
Less: Net book value of investment in cable television
properties at September 30, 1996 21,054,025
------------
Gain on sale of assets $ 63,445,975
============
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 84,500,000
Working Capital Adjustment:
Add: Trade receivables, net 532,213
Prepaid expenses 61,519
Less: Accrued liabilities (16,986)
Subscriber prepayments (32,222)
------------
Adjusted cash received 85,044,524
Less: Repayment of outstanding debt to third parties (52,500,000)
Payment of brokerage fee (2,112,500)
Cash retained for working capital (5,432,024)
Cash available for distribution $ 25,000,000
============
4) The Pro Forma Statements of Operations reflect the sale of the
Turnersville System and the repayment of approximately $52,500,000 of debt with
proceeds of such sale. The Partnership will continue to own the cable
television systems serving areas in and around Buffalo, Minnesota; Naperville,
Illinois; Calvert County, Maryland; and certain communities in Central Illinois.
The Partnership will also continue to own a 27 percent interest in Cable TV Fund
14-A/B Venture (the "Venture"). The Venture owns and operates the cable
television system serving certain areas in Broward County, Florida.
9