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): February 26, 1999
CABLE TV FUND 15-A, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-17733 84-1091413
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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. Disposition of Assets
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On February 26, 1999, Cable TV Fund 15-A, Ltd., a Colorado limited
partnership (the "Partnership"), sold the cable television system serving the
areas in and around the communities of Barrington, Lake Barrington, Deer Park,
Long Grove, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian
Creek, Vernon Hills and certain unincorporated areas of Cook, Kane and Lake
Counties, all in the State of Illinois (the "Barrington System") and the cable
television system serving the communities of Flossmoor, La Grange, La Grange
Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing, Matteson,
Richton Park, University Park, Crete, Olympia Fields, Western Springs and
certain unincorporated areas of Will and Cook Counties, all in the State of
Illinois (the "South Suburban System") to an unaffiliated party for a sales
price of $175,000,000, subject to customary closing adjustments. The sale was
approved by the holders of a majority of the limited partnership interests of
the Partnership.
From the proceeds of the Barrington System's and the South Suburban
System's sales, the Partnership repaid all of its indebtedness, which totaled
$84,079,773, paid a brokerage fee to The Intercable Group, Ltd., a subsidiary of
the general partner of the Partnership, totaling approximately $4,374,484,
representing 2.5 percent of the $174,979,350 adjusted total sales price, for
acting as a broker in this transaction, settled working capital adjustments, and
deposited $5,298,000 into an indemnity escrow account. The Partnership will
distribute the remaining sale proceeds of $82,551,081 to the Partnership's
partners of record as of February 26, 1999 in March 1999. This distribution
will provide the limited partners an approximate return of $774 for each $1,000
limited partnership interest. Because limited partners will not receive
distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 6
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the general partner will not receive a general
partner distribution from the proceeds of the sales of the Barrington System and
the South Suburban System.
The $5,298,000 of the sale proceeds placed in the indemnity escrow
account will remain in escrow from the closing date until November 15, 1999 as
security for the Partnership's agreement to indemnify the buyer under the asset
purchase agreement. The Partnership's primary exposure, if any, will relate to
the representations and warranties made about the Barrington System and the
South Suburban System in the asset purchase agreement. Any amounts remaining
from this indemnity escrow account and not claimed by the buyer at the end of
the escrow period plus interest earned on the escrowed funds will be returned to
and distributed by the Partnership. From this amount, the Partnership will pay
any remaining liabilities and it will then distribute the balance to the limited
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partners of record as of February 26, 1999. The Partnership will continue in
existence at least until any amounts remaining from the indemnity escrow account
have been distributed. Since the Barrington System and the South Suburban
System represented the only operating assets of the Partnership, the Partnership
will be liquidated and dissolved upon the final distribution of any amounts
remaining from the indemnity escrow account, most likely in the fourth quarter
of 1999. If any disputes with respect to the indemnification arise, the
Partnership would not be dissolved until such disputes were resolved, which
could result in the Partnership continuing in existence beyond 1999.
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Item 7. Financial Statements and Exhibits
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a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
A description of the pro forma financial information of Cable TV Fund
15-A, Ltd. reflecting the disposition of the Barrington System and the South
Suburban System is attached.
c. Exhibits.
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2.1 Asset Purchase Agreement dated August 7, 1998 between Cable TV
Fund 15-A, Ltd. and TCI Communications, Inc. is incorporated by reference from
the Preliminary Proxy Statement of Cable TV Fund 15-A, Ltd. (Commission File No.
0-17733) filed with the Securities and Exchange Commission on October 16, 1998.
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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 15-A, LTD.
By Jones Intercable, Inc.
its General Partner
By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
March 15, 1999 Vice President and Secretary
(40956)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
CABLE TV FUND 15-A, LTD.
As a result of the sale of the Barrington System and the South Suburban
System, the only remaining asset of the Partnership is $5,298,000, held in
escrow until November 15, 1999, as security for the Partnership's agreement to
indemnify the buyer under the asset purchase agreement. The Partnership will
continue in existence at least until any amounts remaining from the indemnity
escrow account have been distributed, at which time the Partnership will be
liquidated. Accordingly, unaudited pro forma financial information is not
presented.
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