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): March 29, 1999
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. Disposition of Assets
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On March 29, 1999, Cable TV Fund 14-A, Ltd., a Colorado limited partnership
(the "Partnership"), sold the cable television system serving the areas in and
around Buffalo, Minnesota (the "Buffalo System") to an unaffiliated party for a
sales price of $26,605,000, subject to customary closing adjustments. The sale
was approved by the holders of a majority of the Partnership's limited
partnership interests. From the proceeds of the Buffalo System's sale, the
Partnership repaid $13,500,000 on its revolving credit facility, paid a
brokerage fee to The Intercable Group, Ltd., an affiliate of Jones Intercable,
Inc., the general partner of the Partnership, 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
approximately $10,874,000 will be distributed to the Partnership's limited
partners of record as of March 29, 1999. This distribution will be made in April
1999. Because the distribution to the limited partners from the sale of the
Buffalo System, together with all prior distributions, will not return to the
limited partners more than 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 will be distributed to the limited partners. The limited
partner distribution from the sale of the Buffalo System will represent $68 for
each $500 limited partnership interest, or $136 for each $1,000 invested in the
Partnership.
The $1,200,000 of the sale proceeds placed in the indemnity escrow account
will remain in escrow until June 27, 1999 as security for the Partnership's
agreement to indemnify the buyer under the asset purchase agreement. The
Partnership's primary exposure, if any, relates to the representations and
warranties made about the Buffalo System in the asset purchase agreement. Any
amounts remaining from this interest-bearing 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 the Partnership. From this amount, the
Partnership will pay any remaining liabilities and the Partnership will then
distribute the balance to its partners. The Partnership will continue in
existence at least until any amounts remaining from the indemnity escrow account
have been distributed. If any disputes with respect to the indemnification
arise, the Partnership would not be dissolved until such disputes were resolved.
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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
14-A, Ltd. reflecting the disposition of the Buffalo System is attached.
c. Exhibits.
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2.1 Asset Purchase Agreement dated as of November 6, 1998, between
Cable TV Fund 14-A, Ltd. and Bresnan Communications Company, L.P. is
incorporated by reference from the Partnership's Proxy Statement on Schedule 14A
filed on January 26, 1999 (Commission File No. 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.
By: Jones Intercable, Inc.,
its general partner
Dated: April 2, 1999 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President
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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
December 31, 1998, Cable TV Fund 14-A, Ltd. (the "Partnership") had sold the
cable television system serving subscribers in and around Buffalo, Minnesota
(the "Buffalo System") for $26,605,000. Upon closing of the sale of the Buffalo
System, the Partnership repaid $13,500,000 of the then-outstanding balance on
its revolving credit facility, paid a brokerage fee of $665,125, or 2.5 percent
of the sales price, settled working capital adjustments totaling approximately
$366,000 and deposited $1,200,000 into an indemnity escrow account. The
remaining net proceeds of $10,874,000 will be 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 will give the Partnership's limited
partners an approximate return of $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, will not return to the limited partners
125 percent of the capital initially contributed to the Partnership by the
limited partners, the General Partner will not receive a general distribution
from the sale of the Buffalo System.
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 DECEMBER 31, 1998 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
December 31, 1998
Pro Forma Pro Forma
As Reported Adjustments Balance
----------- ------------- -----------
ASSETS
Cash and Cash Equivalents $ 357,145 $ 10,781,183 $11,138,328
Trade Receivables, net 454,788 (178,085) 276,703
Investment in Cable Television Properties:
Property, plant and equipment, net 35,362,500 (10,134,573) 25,227,927
Franchise costs and other intangibles, net 1,541,203 (3,975) 1,537,228
----------- ------------ -----------
Total investment in cable
television properties 36,903,703 (10,138,548) 26,765,155
Deposits, Prepaid Expenses and Deferred Charges 757,085 1,035,860 1,792,945
----------- ------------ -----------
Total Assets $38,472,721 $ 1,500,410 $39,973,131
=========== ============ ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $23,432,210 $(13,500,000) $ 9,932,210
Trade accounts payable and accrued liabilities 2,991,502 (745,701) 2,245,801
Subscriber prepayments 123,905 (55,216) 68,689
Accrued distribution to limited partners - 10,874,000 10,874,000
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Total Liabilities 26,547,617 (3,426,917) 23,120,700
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Partners' Capital:
General Partner (24,635) - (24,635)
Limited Partners 11,949,739 4,927,327 16,877,066
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Total Partners' Capital 11,925,104 4,927,327 16,852,431
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Total Liabilities and Partners' Capital $38,472,721 $ 1,500,410 $39,973,131
=========== ============ ===========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited pro forma balance sheet.
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CABLE TV FUND 14-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1998
Pro Forma Pro Forma
As Reported Adjustments Balance
----------- ------------ -----------
REVENUES $23,458,429 $ (5,798,504) $17,659,925
COSTS AND EXPENSES:
Operating expenses 15,199,086 (3,220,627) 11,978,459
Management fees and allocated overhead from
the General Partner 2,644,584 (651,376) 1,993,208
Depreciation and amortization 8,662,922 (2,046,595) 6,616,327
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OPERATING LOSS (3,048,163) 120,094 (2,928,069)
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OTHER INCOME (EXPENSE):
Interest expense (1,641,112) 896,800 (744,312)
Other, net 304,162 105,229 409,391
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Total other income (expense), net (1,336,950) 1,002,029 (334,921)
INCOME BEFORE EQUITY IN NET LOSS
OF CABLE TELEVISION JOINT VENTURE (4,385,113) 1,122,123 (3,262,990)
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE 22,599,271 - 22,599,271
----------- ------------ -----------
NET INCOME $18,214,158 $ 1,122,123 $19,336,281
=========== ============ ===========
NET INCOME PER LIMITED
PARTNERSHIP INTEREST $ 113.54 $ 119.64
=========== ===========
The accompanying notes to unaudited pro forma financial statements are an
integral part of this unaudited pro forma 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 Buffalo 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 Buffalo System as of December 31, 1998. The unaudited pro forma
statement of operations of the Partnership assumes that the Partnership had sold
the Buffalo System as of January 1, 1998.
3) Upon closing of the sale of the Buffalo System, the Partnership repaid
$13,500,000 of the then-outstanding balance on its revolving credit facility,
paid a brokerage fee of $665,125, or 2.5 percent of the sales price, settled
working capital adjustments totaling approximately $366,000 and deposited
$1,200,000 into an indemnity escrow account. The remaining net proceeds of
$10,874,000 will be 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 will give the Partnership's limited partners an approximate
return of $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, will not return to the limited partners 125 percent of the
capital initially contributed to the Partnership by the limited partners, the
General Partner will not receive a general distribution from the sale of the
Buffalo System.
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4) The estimated gain recognized from the sale of the Buffalo System and
corresponding estimated distribution to limited partners as of December 31, 1998
has been computed as follows:
Gain on Sale of Assets:
Contract sales price $ 26,605,000
Less: Net book value of investment in
cable television properties
at December 31, 1998 (10,138,548)
Brokerage Fee to The Jones Group, Ltd. (665,125)
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Gain on sale of assets $ 15,801,327
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Distributions to Partners:
Contract sales price $ 26,605,000
Working capital adjustment:
Add: Trade receivable, net 178,085
Prepaid expenses 164,140
Less: Accrued liabilities (745,701)
Subscriber prepayments (55,216)
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Adjusted cash received 26,146,308
Add: Cash on hand 92,817
Less: Outstanding debt to third parties (13,500,000)
Brokerage fee (665,125)
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Cash available from sale proceeds 12,074,000
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Portion of sale proceeds to be held in indemnity escrow (1,200,000)
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Cash available for distribution by the Partnership to limited partners $ 10,874,000
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