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): June 30, 1997
CABLE TV FUND 14-A, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-15378 84-1024657
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code) (Registrant's
telephone no.
including area code)
Item 2. Sale of Assets
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On June 30, 1997, Cable TV Fund 14-A, Ltd. (the "Partnership") sold the
cable television system serving certain communities in Central Illinois (the
"Central Illinois System") to Triax Midwest Associates, L.P. ("Triax"), an
unaffiliated party, for a sales price of $20,100,000, subject to customary
closing adjustments. Because the sale of the Central Illinois System did not
represent the sale of all or substantially all of the Partnership's assets, no
vote of the limited partners was required to approve this sale. From the sale
proceeds, the Partnership repaid $9,800,000 of the outstanding balance on its
credit facility and paid a brokerage fee of $502,500 to The Jones Group, Ltd., a
subsidiary of Jones Intercable, Inc., the general partner of the Partnership.
The Partnership will distribute the net sale proceeds of approximately
$9,547,500 to its limited partners. This distribution will give the
Partnership's limited partners an approximate return of $119 per $1,000 invested
in the Partnership. Because the limited partners have not yet received total
distributions that are equal to 125 percent of the capital initially contributed
to the Partnership by the limited partners, Jones Intercable, Inc. will not
receive any of the net proceeds from the sale of the Central Illinois System.
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Item 7. Financial Statements and Exhibits
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a. Financial statements of business acquired.
Not applicable.
b. Pro forma financial information.
Pro forma financial information of the Partnership showing the effect
of the disposition of the Central Illinois System is included herein.
c. Purchase and Sale Agreement dated as of March 12, 1997 between Cable TV
Fund 14-A, Ltd. and Triax Midwest Associates, L.P. is incorporated by
reference from the Annual Report on Form 10-K for fiscal year ended
December 31, 1996 of Cable TV Fund 14-A, Ltd. (Commission File No. 1-
15378)
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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.,
a Colorado limited partnership
By: Jones Intercable, Inc.
General Partner
Dated: July 9, 1997 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General Counsel
and Secretary
(30895)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF CABLE TV FUND 14-A, LTD.
The following unaudited pro forma balance sheet assumes that as of March 31,
1997, Cable TV Fund 14-A, Ltd. (the "Partnership") had sold the cable television
system serving areas in and around Central Illinois (the "Central Illinois
System") for $20,100,000. The funds available to the Partnership, adjusting for
the estimated working capital adjustments of the Central Illinois System, are
expected to total approximately $20,054,473. Such funds will be used to repay
indebtedness of the Partnership, brokerage fees, and the balance, net of closing
adjustments, will be distributed pursuant to the terms of the Partnership
Agreement. Because the limited partners will not receive distributions totaling
125 percent of the amount initially contributed to the Partnership by the
limited partners, the General Partner will not receive any of the net sale
proceeds. Affiliates of the General Partner, however, will receive brokerage
fees totaling $502,500 from the proceeds of the sale of the Central Illinois
System.
The unaudited pro forma balance sheet should be read in conjunction with the
appropriate notes to the unaudited pro forma balance sheet.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED UPON
AMOUNTS AS OF MARCH 31, 1997 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
March 31, 1997
Pro Forma Pro Forma
As Reported Adjustments Balance
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ASSETS
Cash and cash equivalents $ 4,507,261 $ 9,505,685 $ 14,012,946
Trade receivables, net 538,877 (27,616) 511,261
Investment in cable television properties:
Property, plant and equipment, net 42,325,095 (7,469,933) 34,855,162
Franchise costs and other intangibles, net 8,667,934 (5,517,012) 3,150,922
Investment in cable television joint venture 3,802,688 - 3,802,688
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Total investment in cable television properties 54,795,717 (12,986,945) 41,808,772
Deposits, Prepaid Expenses and Deferred Charges 1,070,263 (22,649) 1,047,614
----------- ----------- -----------
Total assets $ 60,912,118 $ (3,531,525) $ 57,380,593
=========== =========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 32,802,350 $ (9,965,167) $ 22,837,183
Trade accounts payable and accrued liabilities 1,525,060 (175,414) 1,349,646
Subscriber prepayments 129,607 (30,707) 98,900
Accrued distribution to Limited Partners - 9,547,500 9,547,500
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Total liabilities 34,457,017 (623,788) 33,833,229
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Partners' Capital:
General Partner (24,768) (29,077) (53,845)
Limited Partners 26,479,869 (2,878,660) 23,601,209
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Total Partners' Capital 26,455,101 (2,907,737) 23,547,364
----------- ----------- -----------
Total Liabilities and Partners' Capital $60,912,118 $ (3,531,525) $ 57,380,593
=========== =========== ===========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
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CABLE TV FUND 14-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996
Pro Forma Pro Forma
As Reported Adjustments Balance
------------ ------------ ------------
REVENUES $ 47,808,719 $ (5,208,725) $42,599,994
COSTS AND EXPENSES:
Operating expenses 28,026,332 (3,089,328) 24,937,004
Management fees and allocated overhead from
General Partner 5,552,551 (597,933) 4,954,618
Depreciation and amortization 14,627,726 (3,851,981) 10,775,745
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OPERATING INCOME (LOSS) (397,890) 2,330,517 1,932,627
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OTHER INCOME (EXPENSE):
Interest expense (5,949,858) 677,180 (5,272,678)
Other, net (208,183) 18,597 (189,586)
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Total other income (expense), net (6,158,041) 695,777 (5,462,264)
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LOSS BEFORE EQUITY IN NET
LOSS OF CABLE TELEVISION
JOINT VENTURE (6,555,931) 3,026,294 (3,529,637)
EQUITY IN NET LOSS OF
CABLE TELEVISION JOINT VENTURE (815,252) - (815,252)
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NET LOSS $ (7,371,183) $3,026,294 $(4,344,889)
========== ========== ===========
NET LOSS PER LIMITED
PARTNERSHIP INTEREST $ (45.61) $ - $ (26.88)
========== ========== ===========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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CABLE TV FUND 14-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1997
Pro Forma Pro Forma
As Reported Adjustments Balance
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REVENUES $ 7,770,411 $ (1,363,899) $ 6,406,512
COSTS AND EXPENSES:
Operating expenses 4,525,488 (810,210) 3,715,278
Management fees and allocated overhead from
General Partner 915,785 (160,051) 755,734
Depreciation and amortization 2,822,180 (853,636) 1,968,544
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OPERATING LOSS (493,042) 459,998 (33,044)
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OTHER INCOME (EXPENSES):
Interest expense (617,003) 163,415 (453,588)
Gain on sale of cable television system 62,923,951 - 62,923,951
Other, net (1,205,647) - (1,205,647)
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Total other income (expense), net 61,101,301 163,415 61,264,716
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INCOME BEFORE EQUITY IN NET
LOSS OF CABLE TELEVISION
JOINT VENTURE 60,608,259 623,413 61,231,672
EQUITY IN NET LOSS OF CABLE
TELEVISION JOINT VENTURE (161,132) - (161,132)
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NET INCOME $ 60,447,127 $ 623,413 $ 61,070,540
========== =========== ==========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST $ 373.10 $ - $ 376.95
========== =========== ==========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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CABLE TV FUND 14-A, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Central Illinois
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 Central Illinois System for $20,100,000 as of March 31, 1997. The
unaudited statements of operations assume that the Partnership had sold the
Central Illinois System for $20,100,000 as of January 1, 1996.
3) The estimated gain recognized from the sale of the Central Illinois
System and corresponding estimated distribution to limited partners as of March
31, 1997 has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 20,100,000
Less: Net book value of investment
in cable television properties
at March 31, 1997 (7,469,933)
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Gain on sale of assets $ 12,630,067
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DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 20,100,000
Working Capital Adjustment:
Add: Trade receivables, net 538,877
Prepaid expenses 1,070,263
Less: Accrued liabilities (1,525,060)
Subscriber prepayments (129,607)
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Adjusted cash received 20,054,473
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Less: Outstanding debt to third parties (9,800,000)
Brokerage fee to The Jones Group, Ltd. (502,500)
Closing adjustments (204,473)
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Cash available for distribution $ 9,547,500
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