FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[x] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1999.
------------------
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ________________.
Commission File Number 0-15378
CABLE TV FUND 14-A, LTD.
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Exact name of registrant as specified in charter
Colorado 84-1024657
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State of organization I.R.S. employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
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Address of principal executive office
(215) 665-1700
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Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No ____
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CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
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September 30, December 31,
ASSETS 1999 1998
------ ------------- ------------
CASH $ 40,484,629 $ 357,145
PROCEEDS FROM SALE IN INTEREST-BEARING ESCROW ACCOUNT 1,936,050 -
TRADE RECEIVABLES, less allowance for doubtful receivables of
$127,439 at December 31, 1998 - 454,788
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost - 93,032,212
Less- accumulated depreciation - (57,669,712)
------------- ------------
- 35,362,500
Franchise costs and other intangible assets, net of accumulated
amortization of $12,840,171 at December 31, 1998 - 1,541,203
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Total investment in cable television properties - 36,903,703
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES - 757,085
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Total assets $ 42,420,679 $ 38,472,721
============= ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1999 1998
------------------------------------------- ------------- ------------
LIABILITIES:
Debt $ - $ 23,432,210
General Partner advances 238,677 365,829
Trade accounts payable and accrued liabilities 1,723,554 2,625,673
Subscriber prepayments - 123,905
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Total liabilities 1,962,231 26,547,617
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COMMITMENTS AND CONTINGENCIES (Note 6)
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated earnings 5,340,112 (25,635)
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5,341,112 (24,635)
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Limited Partners-
Net contributed capital (160,000 units outstanding
at September 30, 1999 and December 31, 1998) 68,722,000 68,722,000
Accumulated earnings 47,301,405 3,259,808
Distributions (80,906,069) (60,032,069)
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35,117,336 11,949,739
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Total liabilities and partners' capital (deficit) $42,420,679 $ 38,472,721
============= ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
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1999 1998 1999 1998
------------- ----------- ---------- -----------
REVENUES $ 160,249 $ 5,922,874 $9,552,731 $17,433,880
COSTS AND EXPENSES:
Operating expenses 133,567 3,854,489 7,007,117 11,152,221
Management fees and allocated
overhead from General Partner 8,013 635,408 980,471 1,895,792
Depreciation and amortization 45,375 2,236,992 3,386,239 6,354,958
------------- ----------- ---------- -----------
OPERATING LOSS (26,706) (804,015) (1,821,096) (1,969,091)
------------- ----------- ---------- -----------
OTHER INCOME (EXPENSE):
Interest expense (2,316) (420,551) (527,617) (1,250,737)
Gain on sale of cable television
systems 27,774,482 - 52,198,917 -
Other, net 155,509 (155,711) (442,860) 14,271
------------- ----------- ---------- -----------
Total other income (expense), net 27,927,675 (576,262) 51,228,440 (1,236,466)
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INCOME (LOSS) BEFORE EQUITY IN
NET INCOME OF CABLE
TELEVISION JOINT VENTURE 27,900,969 (1,380,277) 49,407,344 (3,205,557)
EQUITY IN NET INCOME OF
CABLE TELEVISION JOINT VENTURE - - - 22,599,271
------------- ----------- ---------- -----------
NET INCOME (LOSS) $ 27,900,969 $ (1,380,277) $49,407,344 $19,393,714
============= =========== ========== ===========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 5,341,112 $ (13,803) $ 5,365,747 $ 59,550
============= =========== ========== ===========
Limited Partners $ 22,559,857 $ (1,366,474) $44,041,597 $19,334,164
============= =========== ========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 141.00 $ (8.54) $ 275.26 $ 120.84
============= =========== ========== ===========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 160,000 160,000 160,000 160,000
============= =========== ========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
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For the Nine Months Ended
September 30,
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1999 1998
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 49,407,344 $ 19,393,714
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,386,239 6,354,958
Equity in net income of cable television joint venture - (22,599,271)
Gain on sale of cable television systems (52,198,917) -
Decrease in trade receivables 454,788 486,441
Decrease (increase) in deposits, prepaid expenses and
deferred charges 463,177 (233,077)
Decrease in trade accounts payable, accrued liabilities
and subscriber prepayments (1,026,024) (406,304)
Decrease in General Partner advances (127,152) (489,313)
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Net cash provided by operating activities 359,455 2,507,148
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (1,340,531) (4,564,805)
Proceeds from sales of cable television systems, net
of brokerage fees and escrow proceeds 85,414,770 -
Distribution from Joint Venture - 25,937,002
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Net cash provided by investing activities 84,074,239 21,372,197
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 800,000 1,673,264
Repayment of debt (24,232,210) (101,181)
Distributions to limited partners (20,874,000) (25,484,569)
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Net cash used in financing activities (44,306,210) (23,912,486)
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Increase (decrease) in cash 40,127,484 (33,141)
Cash, beginning of period 357,145 363,032
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Cash, end of period $ 40,484,629 $ 329,891
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 739,858 $ 1,494,107
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 14-A, Ltd.
(the "Partnership") at September 30, 1999 and December 31, 1998 and its
Statements of Operations for the three and nine month periods ended September
30, 1999 and 1998 and its Statements of Cash Flows for the nine month periods
ended September 30, 1999 and 1998.
The Partnership owned and operated the cable television systems serving the
areas in and around Calvert County, Maryland (the "Calvert County System") until
its sale on July 6, 1999, Naperville, Illinois (the "Naperville System") until
its sale on May 7, 1999 and Buffalo, Minnesota (the "Buffalo System") until its
sale on March 29, 1999. In addition, the Partnership owned a 27 percent interest
in the Cable TV Fund 14-A/B Venture (the "Venture"). The Venture owned and
operated the cable television system serving certain areas in Broward County,
Florida (the "Broward System") until its sale on March 31, 1998. Jones
Intercable, Inc., a publicly held Colorado corporation, is the "General Partner"
of the Partnership.
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
of a controlling interest in the General Partner for aggregate consideration of
$706.3 million. Comcast acquired an additional 1.0 million shares of the General
Partner's Class A Common Stock on June 29, 1999 for $50.0 million in a private
transaction. Upon completion of these transactions, Comcast owns approximately
13.8 million shares of the General Partner's Class A Common Stock and
approximately 2.9 million shares of the General Partner's Common Stock,
representing 39.6% of the economic interest and 48.3% of the voting interest in
the General Partner. Comcast has contributed its shares in the General Partner
to its wholly owned subsidiary, Comcast Cable Communications, Inc. ("Comcast
Cable"). The approximately 2.9 million shares of Common Stock owned by Comcast
Cable represent shares having the right to elect approximately 75% of the Board
of Directors of the General Partner. The General Partner is now a consolidated
public company subsidiary of Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in the
General Partner on April 7, 1999, all of the persons who were executive officers
of the General Partner as of that date terminated their employment with the
General Partner. The General Partner's Board of Directors has elected new
executive officers, each of whom also is an officer of Comcast. As of July 7,
1999, all persons who were employed at the General Partner's former corporate
offices in Englewood, Colorado had terminated their employment with the General
Partner. The General Partner's corporate offices are now located at 1500 Market
Street, Philadelphia, Pennsylvania 19102-2148.
(2) The General Partner manages the Partnership and received a fee for its
services equal to 5 percent of the gross revenues of the Partnership, excluding
revenues from the sale of cable television systems or franchises, until the sale
of its Calvert County System on July 6, 1999. The General Partner has not
received and will not receive a management fee after July 6, 1999. Management
fees for the three and nine month periods ended September 30, 1999 (excluding
the Partnership's interest in the Venture) were $8,013 and $477,637,
respectively, compared to $296,144 and $871,694, respectively, for the
comparable 1998 periods.
The Partnership will continue to reimburse the General Partner for certain
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel. Such personnel provide administrative,
accounting, tax, legal and investor relations services to the Partnership. Such
services, and their related costs, are necessary to the administration of the
Partnership until the Partnership is dissolved. Such costs were charged to
operating costs during the periods that the Partnership operated its cable
television systems. Subsequent to the sale of the Partnership's final cable
television system, such costs were charged to other expense. Reimbursements made
to the
6
General Partner by the Partnership for overhead and administrative expenses
during the three and nine month periods ended September 30, 1999 were $17,914
and $520,748, respectively, compared to $339,264 and $1,024,098, respectively,
for the three and nine month periods ended September 30, 1998.
(3) On March 29, 1999, the Partnership sold the Buffalo System to an
unaffiliated party for a sales price of $26,605,000, subject to customary
closing adjustments. 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 1999. From the sale proceeds, the Partnership paid $13,500,000 outstanding
on its revolving credit facility, paid a brokerage fee to The Intercable Group,
Ltd. ("The Intercable Group"), a subsidiary of the General Partner, 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 indemnity escrow account. The remaining net sale proceeds of $10,874,000
were distributed to the Partnership's limited partners of record as of March 29,
1999, in April 1999. This distribution gave 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, did not return to the limited partners 125 percent 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
Buffalo System.
For a period of 90 days following the closing date, $1,200,000 of the sale
proceeds remained in an interest-bearing escrow account as security for the
Partnership's agreement to indemnify the purchaser under the asset purchase
agreement. The escrow period has expired, and the Partnership plans to
distribute the $1,200,000 plus interest earned to the Partnership's limited
partners. This distribution is expected to be made in the fourth quarter of
1999.
(4) On May 7, 1999, the Partnership sold the Naperville System to an
unaffiliated party for a sales price of $22,545,875, subject to customary
closing adjustments. The initial sales price of $23,000,000 was reduced $1,211
for each Naperville System's equivalent basic subscribers less than 19,000 at
closing. The Naperville System had 18,625 equivalent basic subscribers, which
reduced the initial sales price by $454,125. This sale was approved by the
holders of a majority of the limited partnership interests in a vote conducted
by the General Partner in December 1998. From the sale proceeds, the Partnership
paid the $10,350,000 balance outstanding on its revolving credit facility, paid
a brokerage fee to The Intercable Group totaling $563,647, representing 2.5
percent of the sales price, for acting as a broker in this transaction, settled
working capital adjustments, and then deposited $696,000 into an interest-
bearing indemnity escrow account. The remaining net sale proceeds of $10,000,000
were distributed to the Partnership's limited partners of record as of May 7,
1999, in May 1999. 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 distributions to the
limited partners from the sale of the Naperville System, together with all prior
distributions, did not return to the limited partners 125 percent 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.
In connection with the sale of the Naperville System, on March 5, 1999 the
Partnership entered into a signal and service agreement with the cable company
that purchased the system. Pursuant to the terms of this agreement, the
purchaser provided certain services to the Partnership relating to the
operations of the Naperville System from March 5, 1999 until the closing of the
sale, which occurred May 7, 1999. The Partnership paid the purchaser fees and
expense reimbursements related to this agreement and the Partnership indemnified
the purchaser in connection with the services it provided to the Partnership.
The management fees and expense reimbursements that the Partnership otherwise
would have paid to the General Partner were reduced to offset the fees and
expenses paid to the purchaser of the system pursuant to the signal and service
agreement.
The $696,000 of sale proceeds placed in the interest-bearing indemnity
escrow account will remain in escrow 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 to be made about the Naperville 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, it will retain funds necessary to cover the administrative expenses
of the Partnership and it will then distribute the balance, if any, to the
Partnership's partners.
(5) On July 6, 1999, the Partnership sold the Calvert County System to a
subsidiary of the General Partner for a
7
sales price of $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. From the sale
proceeds the Partnership paid certain fees and expenses of the transaction, it
will retain funds necessary to cover the administrative expenses of the
Partnership and it plans to 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 the fourth
quarter of 1999.
Although the sale of the Calvert County System represented the sale of the
only remaining operating asset of the Partnership, the Partnership will not be
dissolved until the pending litigation relating to the Partnership has been
resolved and terminated (See Part II, Item 1).
(6) In July 1999, the Court of Appeals of Maryland issued a decision in United
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Cable Television of Baltimore, Ltd. Partnership v. Burch holding that to the
- --------------------------------------------------------
extent that a charge assessed customers who were delinquent in payment of their
cable bills exceeded the 6 percent maximum interest rate prescribed by the
Constitution of the State of Maryland, such charge was not enforceable. The
Court ordered the cable company to make appropriate refunds to subscribers.
While the Partnership was not a party to that litigation and believes that it
has meritorious defenses to similar actions filed on behalf of subscribers in
Calvert County, Maryland, nevertheless a decision by a court in these actions
based solely upon the premise set forth in Burch could have an adverse effect
-----
upon the financial statements of the Partnership.
8
CABLE TV FUND 14-A, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
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The Partnership sold two of its systems in 1997 and the Venture sold its
Broward System in March 1998. The Partnership sold its Buffalo System in March
1999, it sold its Naperville System in May 1999 and it sold its Calvert County
System in July 1999.
Buffalo System
--------------
On March 29, 1999, the Partnership sold the Buffalo System to an
unaffiliated party for a sales price of $26,605,000, subject to customary
closing adjustments. 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 1999. From the sale proceeds, the Partnership paid $13,500,000 outstanding
on its revolving credit facility, paid a brokerage fee to The Intercable Group
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 indemnity escrow account. The remaining net sale proceeds of
$10,874,000 were distributed to the Partnership's limited partners of record as
of March 29, 1999, in April 1999. This distribution gave 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, did not return to the limited partners
125 percent 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 Buffalo System.
For a period of 90 days following the closing date, $1,200,000 of the sale
proceeds remained in an interest-bearing escrow account as security for the
Partnership's agreement to indemnify the purchaser under the asset purchase
agreement. The escrow period has expired, and the Partnership plans to
distribute the $1,200,000 plus interest earned to the Partnership's limited
partners. This distribution is expected to be made in the fourth quarter of
1999.
Naperville System
-----------------
On May 7, 1999, the Partnership sold the Naperville System to an
unaffiliated party for a sales price of $22,545,875, subject to customary
closing adjustments. The initial sales price of $23,000,000 was reduced $1,211
for each Naperville System's equivalent basic subscribers less than 19,000 at
closing. The Naperville System had 18,625 equivalent basic subscribers, which
reduced the initial sales price by $454,125. This sale was approved by the
holders of a majority of the limited partnership interests in a vote conducted
by the General Partner in December 1998. From the sale proceeds, the Partnership
paid the $10,350,000 balance outstanding on its revolving credit facility, paid
a brokerage fee to The Intercable Group totaling $563,647, representing 2.5
percent of the sales price, for acting as a broker in this transaction, settled
working capital adjustments, and then deposited $696,000 into an interest-
bearing indemnity escrow account. The remaining net sale proceeds of $10,000,000
were distributed to the Partnership's limited partners of record as of May 7,
1999, in May 1999. 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 distributions to the
limited partners from the sale of the Naperville System, together with all prior
distributions, did not return to the limited partners 125 percent 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.
In connection with the sale of the Naperville System, on March 5, 1999 the
Partnership entered into a signal and service agreement with the cable company
that purchased the system. Pursuant to the terms of this agreement, the
purchaser provided certain services to the Partnership relating to the
operations of the Naperville System from March 5, 1999 until the closing of the
sale, which occurred May 7, 1999. The Partnership paid the purchaser fees and
expense
9
reimbursements related to this agreement and the Partnership indemnified the
purchaser in connection with the services it provided to the Partnership. The
management fees and expense reimbursements that the Partnership otherwise would
have paid to the General Partner were reduced to offset the fees and expenses
paid to the purchaser of the system pursuant to the signal and service
agreement.
The $696,000 of sale proceeds placed in the interest-bearing indemnity
escrow account will remain in escrow 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 to be made about the Naperville 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, it will retain funds necessary to cover the administrative expenses
of the Partnership and it will then distribute the balance, if any, to the
Partnership's partners.
Calvert County System
---------------------
On July 6, 1999, the Partnership sold the Calvert County System to a
subsidiary of the General Partner for a sales price of $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. From the sale proceeds the Partnership paid certain fees
and expenses of the transaction, it will retain funds necessary to cover the
administrative expenses of the Partnership and it plans to 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 the fourth quarter of 1999.
Although the sale of the Calvert County System represented the sale of the
only remaining operating asset of the Partnership, the Partnership will not be
dissolved until the pending litigation relating to the Partnership has been
resolved and terminated (See Part II, Item 1).
Because the Partnership has sold all of its assets and further
distributions, if any, will be made to the limited partners of record as of the
closing dates of the 1999 sales of the Partnership's remaining cable television
system, new limited partners would not be entitled to any distributions from the
Partnership and transfers of limited partnership interests would have no
economic or practical value. The General Partner therefore has determined, in
accordance with the authority granted to it under Section 3.5 of the
Partnership's limited partnership agreement, that it will not process any
transfers of limited partnership interests in the Partnership during the
remainder of the Partnership's term.
RESULTS OF OPERATIONS
- ---------------------
Due to the Calvert County System sale on July 6, 1999, which was the
Partnership's last remaining operating asset, a discussion of results of
operations would not be meaningful.
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In August 1999, the General Partner was named a defendant in a case
captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP and
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Madison/AG Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc.
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and Glenn R. Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-
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C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund
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14-B, Ltd., nominal defendants (U.S. District Court, District of Colorado, Civil
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Action No. 99-B-1508)("Gramercy Park") brought as a class and derivative action
by limited partners of the named partnerships. The plaintiffs' complaint alleges
that the defendants made false and misleading statements to the limited partners
of the named partnerships in connection with the solicitation of proxies and the
votes of the limited partners on the sales of the Albuquerque, Palmdale,
Littlerock and Calvert County cable communication systems by the named
partnerships to the General Partner or one of its subsidiaries in violation of
Sections 14 and 20 of the Securities Exchange Act of 1934, as amended. The
plaintiffs specifically allege that the proxy statements delivered to the
limited partners in connection with the limited partners' votes on these sales
were false, misleading and failed to disclose material facts necessary to make
the statements made not misleading. The plaintiffs' complaint also alleges that
the defendants breached their fiduciary duties to the plaintiffs and to the
other limited partners of the named partnerships and to the named partnerships
in connection with the various sales of the Albuquerque, Palmdale, Littlerock
and Calvert County cable communications systems to subsidiaries of the General
Partner. The complaint alleges that the General Partner acquired these cable
communications systems at unfairly low prices that did not accurately reflect
the market values of the systems. The plaintiffs seek on their own behalf and on
behalf of all other limited partners compensatory and nominal damages, the costs
and expenses of the litigation, including reasonable attorneys' and experts'
fees, and punitive and exemplary damages.
In September 1999, the General Partner was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
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Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
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Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
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Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
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District of Colorado, Civil Action No. 99-WM-1702)("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the plaintiffs' complaint is similar to the allegations raised
in the Gramercy Park case.
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In September 1999, the General Partner was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
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Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
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Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
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Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
- --------------------------------------------
Colorado, Civil Action No. 99-B-1778)("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the plaintiffs' complaint is similar to the allegations raised in
the Gramercy Park case.
-------------
The General Partner believes that the procedures followed by it in
conducting the votes of the limited partners of the various partnerships on the
sales of the Albuquerque, Palmdale, Littlerock and Calvert County systems and
the disclosures in the proxy statements delivered to the limited partners in
connection with the limited partners' votes on these sales were proper and
complete, and the General Partner believes that the various sale transactions
were fair because they were at prices determined by averaging three separate,
independent appraisals of the various cable communications systems sold in
accordance with the express provisions of the partnerships' limited partnership
agreements. The General Partner intends to defend these lawsuits vigorously.
In September 1999, the General Partner filed a motion in the United States
District Court for the District of Colorado seeking an order consolidating all
of the cases challenging the General Partner's acquisitions of the Albuquerque,
Palmdale, Littlerock and Calvert County systems because these cases involve
common questions of law and fact. A court-mandated settlement conference
relating to all of these cases filed in United States District Court for the
District of Colorado occurred on November 2, 1999 and another such meeting has
been scheduled for March 14, 2000.
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Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Report on Form 8-K dated July 6, 1999, filed July 20, 1999,
reported that on July 6, 1999, the Partnership sold the Calvert
County System to a subsidiary of the General Partner for a sales
price of $39,388,667, subject to customary closing adjustments.
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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 thereunto duly authorized.
CABLE TV FUND 14-A, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Lawrence S. Smith
---------------------------------
Lawrence S. Smith
Principal Accounting Officer
By: /S/ Joseph J. Euteneuer
---------------------------------
Joseph J. Euteneuer
Vice President (Authorized Officer)
Dated: November 12, 1999
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