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): July 6, 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.)
c/o Comcast Corp., 1500 Market St., Philadelphia, PA 19102-2148 215-665-1700
- --------------------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's
telephone no.
including area code)
Item 2. Acquisition or Disposition of Assets
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On July 6, 1999, Cable TV Fund 14-A, Ltd., a Colorado limited partnership
(the "Partnership"), sold the cable television system serving the areas in and
around Calvert County, Maryland (the "Calvert County System") to a subsidiary of
Jones Intercable, Inc. (the "General Partner") for $39,388,667, subject to
customary closing adjustments. The purchase price was determined by averaging
three separate independent appraisals of the fair market value of the Calvert
County System. The sale was approved by the holders of a majority of the limited
partnership interests in a vote conducted by the General Partner in March and
April 1999. From the proceeds of the Calvert County System sale, the Partnership
will pay certain fees and expenses of the transaction and distribute the
remaining net sale proceeds to the Partnership's partners of record as of the
closing date of the sale of the Calvert County System. This distribution is
expected to be made in August 1999. Because the distribution to the limited
partners from the sale of the Calvert County System, together with all prior
distributions, will return to the limited partners more than 125% of the capital
initially contributed to the Partnership by the limited partners, the General
Partner will receive a general partner distribution from the net sale proceeds.
The limited partners, as a group, will receive approximately $34,257,000 and the
General Partner will receive an approximate $5,054,000 general partner
distribution. The limited partners' distribution from the proceeds of the sale
of the Calvert County System will total approximately $214 for each $500 limited
partnership interest, or $428 for each $1,000 invested in the Partnership.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
A description of the pro forma financial information of Cable TV Fund 14-A,
Ltd. reflecting the disposition of the Calvert County System is attached.
(c) Exhibits.
Purchase and Sale Agreement dated June 29, 1998 between Cable TV Fund 14-A,
Ltd. and Jones Communications of Maryland, Inc. is incorporated by
reference from the Partnership's Schedule 14-A filing of January 15, 1999
(Commission File No. 15378).
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 of the
undersigned hereunto duly authorized.
CABLE TV FUND 14-A, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.,
its general partner
Dated: July 20, 1999 By: /s/ Arthur R. Block
--------------------------
Arthur R. Block
Vice President
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF CABLE TV FUND 14-A, LTD.
On July 6, 1999, Cable TV Fund 14-A, Ltd. (the "Partnership") sold the
cable television system serving certain areas in and around Calvert County,
Maryland (the "Calvert County System") to a subsidiary of Jones Intercable, Inc.
(the "General Partner") for $39,388,667, subject to customary closing
adjustments. The purchase price was determined by the average of three separate
independent appraisals of the fair market value of the Calvert County System.
This sale was approved by the holders of a majority of the limited partnership
interests in a vote conducted by the General Partner in March and April 1999.
Upon closing, the Partnership settled working capital adjustments, paid certain
fees and expenses related to the transaction and will distribute the remaining
proceeds to the limited partners and to the General Partner in the third quarter
of 1999. Because the distribution to the limited partners from the sale of the
Calvert County System, together with all prior distributions, will return to the
limited partners more than 125% of the capital initially contributed to the
partnership by the limited partners, the General Partner will receive a general
partner distribution from the net sales proceeds. Based upon financial
information as of March 31, 1999, such distribution would total approximately
$39,311,000. The limited partners as a group would receive approximately
$34,257,000 and the General Partner would receive approximately $5,054,000.
There is no assurance that the actual distribution will equal the amount above.
Previously, the Partnership sold the cable television systems serving Buffalo,
Minnesota (the "Buffalo System") and Naperville, Illinois (the "Naperville
System") on March 29, 1999 and May 6, 1999, respectively. In addition, the
Partnership owned a 27% interest in Cable TV Fund 14-A/B Venture (the
"Venture"). The Venture sold the cable television system serving areas in and
around Broward County, Florida (the "Broward System") on March 31, 1998 and the
Venture was liquidated in October 1998.
The following unaudited pro forma balance sheet assumes that as of March
31, 1999, the Partnership had sold the Calvert County System and the Naperville
System. The unaudited pro forma statements of operations assume that the
partnership had sold the Broward System, the Buffalo System, the Naperville
System and the Calvert County System as of January 1, 1998.
The unaudited pro forma financial information should be read in conjunction
with the accompanying notes to the unaudited pro forma financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED
UPON AMOUNTS AS OF MARCH 31, 1999 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, 1999
Pro Forma Pro Forma
As Reported Adjustments Balance
---------------- -------------------------------- ----------
Sale of Sale of
Naperville Calvert County
----------- ---------------
ASSETS
Cash and Cash Equivalents $ 11,223,305 $ 9,678,381 $ 39,283,272 $ 60,184,958
Proceeds from Sale in Escrow 1,200,000 696,000 1,896,000
Trade Receivables, net 326,287 (139,705) (186,582)
Investment in Cable Television Properties:
Property, plant and equipment, net 24,493,407 (12,861,538) (11,631,869)
Franchise costs and other intangibles, net 1,307,483 (1,305,519) (1,964)
----------- ----------- ----------- -----------
Total investment in cable
television properties 25,800,890 (14,167,057) (11,633,833)
Deposits, Prepaid Expenses and Deferred Charges 364,342 (160,132) (204,210)
----------- ---------- ----------- -----------
$ 38,914,824 $ (4,092,513) $ 27,258,647 $ 62,080,958
========== =========== ========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 10,485,070 $ (10,332,777) $ (152,293) $
Trade accounts payable
and accrued liabilities 2,098,911 (1,789,870) (309,041)
Subscriber prepayments 123,982 (89,129) (34,853)
Accrued distribution to limited partners 10,874,000 10,000,000 34,256,701 55,130,701
Accrued distribution to General Partner 5,054,257 5,054,257
----------- ----------- ----------- -----------
Total Liabilities 23,581,963 (2,211,776) 38,814,771 60,184,958
----------- ----------- ----------- -----------
Partners' Capital:
General Partner 474,000 474,000
Limited Partners 15,332,861 (1,880,737) (12,030,124) 1,422,000
----------- ---------- ------------ ----------
Total Partners' Capital 15,332,861 (1,880,737) (11,556,124) 1,896,000
----------- ---------- ------------ ----------
$ 38,914,824 $ (4,092,513) $ 27,258,647 $ 62,080,958
=========== =========== =========== ==========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited pro forma balance sheet.
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
----------- -------------------------------- ---------
Sale of
Broward, Buffalo Sale of
and Naperville Calvert County
---------------- --------------
REVENUES $ 23,458,429 $ (13,923,143) $ (9,535,286) $
COSTS AND EXPENSES:
Operating expenses 15,199,086 (9,962,046) (5,237,040)
Management fees and allocated
overhead from the General Partner 2,644,584 (1,593,363) (1,051,221)
Depreciation and amortization 8,662,922 (5,929,696) (2,733,226)
----------- --------------- -------------- ---------
OPERATING LOSS (3,048,163) 3,561,962 (513,799)
----------- --------------- -------------- ---------
OTHER INCOME (EXPENSE):
Interest expense (1,641,112) 1,641,112
Other, net 304,162 (304,162)
----------- --------------- -------------- ---------
Total other income (expense), net (1,336,950) 1,336,950
----------- --------------- -------------- ---------
INCOME BEFORE EQUITY IN NET LOSS
OF CABLE TELEVISION JOINT VENTURE (4,385,113) 4,898,912 (513,799)
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE 22,599,271 (22,599,271)
----------- --------------- -------------- ---------
NET INCOME $18,214,158 $ (17,700,359) $ (513,799) $
=========== =============== ============== =========
NET INCOME PER LIMITED
PARTNERSHIP INTEREST $ 113.54 $
=========== =========
The accompanying notes to unaudited pro forma financial statements are an
integral part of this unaudited pro forma statement.
CABLE TV FUND 14-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1999
Pro Forma Pro Forma
As Reported Adjustments Balance
----------- -------------------------------- ----------
Sale of Buffalo Sale of
and Naperville Calvert County
-------------- --------------
REVENUES $ 6,037,128 $ (3,568,811) $ (2,468,317) $
COSTS AND EXPENSES:
Operating expenses 3,881,538 (2,614,861) (1,266,677)
Management fees and allocated
overhead from the General Partner 652,301 (368,571) (283,730)
Depreciation and amortization 2,267,740 (1,561,898) (705,842)
----------- -------------- -------------- ----------
OPERATING LOSS (764,451) 976,519 (212,068)
----------- -------------- -------------- ----------
OTHER INCOME (EXPENSE):
Interest expense (385,069) 385,069
Gain on sale of cable television system 15,864,241 (15,864,241)
Other, net (432,964) 432,964
----------- -------------- -------------- ----------
Total other income (expense), net 15,046,208 (15,046,208)
----------- -------------- -------------- ----------
NET INCOME $14,281,757 $ (14,069,689) $ (212,068) $
=========== ============== ============== ==========
NET INCOME PER LIMITED
PARTNERSHIP INTEREST $ 89.11 $
=========== ==========
The accompanying notes to unaudited pro forma financial statements arean
integral part of this unaudited pro forma statement.
CABLE TV FUND 14-A, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Calvert County
System and the resulting estimated proceeds expected to be received by the
Partnership.
2) The unaudited pro forma balance sheet assumes that the Partnership sold
the Calvert County System and the Naperville System on March 31, 1999. The
unaudited pro forma statements of operations of the Partnership for the year
ended December 31, 1998 and for the three months ended March 31, 1999 assume
that the Partnership sold the Broward System, the Buffalo System, the Calvert
County System and the Naperville System on January 1, 1998.
3) On May 6, 1999, the Partnership sold the Naperville System to an
unaffiliated party for $23,000,000, subject to customary closing adjustments.
From the sales proceeds, the Partnership repaid the then-outstanding balance of
$10,332,777 on its revolving credit facility, paid a brokerage fee of $575,000,
or 2.5% of the sales price, settled working capital adjustments and deposited
$696,000 into an indemnity escrow account. The remaining net 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% of the capital initially contributed
to the Partnership by the limited partners, the General Partner did not receive
a general partner distribution from the sale of the Naperville System.
On July 6, 1999, the partnership sold the Calvert County System to a
subsidiary of the General Partner for $39,388,667, subject to customary closing
adjustments. The purchase price was determined by the average of three separate
independent appraisals of the fair market value of the Calvert County System.
This sale was approved by the holders of a majority of the limited partnership
interests in a vote conducted by the General Partner in March and April 1999.
Upon closing, the Partnership settled working capital adjustments, paid certain
fees and expenses related to the transaction and will distribute the remaining
proceeds to the limited partners and to the General Partner in the third quarter
of 1999. Based upon financial information as of March 31, 1999, such
distribution would total approximately $39,311,000. The limited partners as a
group would receive approximately $34,257,000 and the General Partner would
receive approximately $5,054,000. There is no assurance that the actual
distribution will equal the amount above.
4) The estimated gain recognized from the sale of the Calvert County
System and corresponding estimated distribution to partners as of March 31, 1999
has been computed as follows:
Gain on Sale of Assets:
Contract sales price $ 39,388,667
Less: Net book value of investment in cable television properties
at March 31, 1999 11,633,833
----------
Gain on sale of assets $ 27,754,834
==========
Distributions to Partners:
Contract sales price $ 39,388,667
Working capital adjustment:
Add: Trade receivable, net 186,582
Prepaid expenses 204,210
Less: Accrued liabilities (309,041)
Subscriber prepayments (34,853)
----------
Adjusted cash received 39,435,565
Add: Cash on hand 27,686
Less: Capital lease obligations (152,293)
----------
Cash available for distribution by the Partnership to partners $ 39,310,958
==========
Distribution to limited partners $ 34,256,701
==========
Distribution to the General Partner $ 5,054,257
==========