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 29, 1998
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 5. Other Events
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On June 29, 1998, Cable TV Fund 14-A, Ltd., a Colorado limited
partnership (the "Partnership") entered into a Purchase and Sale Agreement to
sell the Partnership's cable television properties located in and around
Calvert, Anne Arundel, Charles and St. Mary's counties, all in the State of
Maryland (collectively the "Calvert County System") to Jones Communications of
Maryland, Inc., a Colorado corporation ("Buyer"). Buyer is a wholly owned
subsidiary of Jones Cable Holdings, Inc., which in turn is a wholly owned
subsidiary of Jones Intercable, Inc., the general partner of the Partnership
(the "General Partner"). The proposed sale of the Calvert County System complies
with the General Partner's publicly announced policy that it intends to
liquidate all of its managed partnerships, including the Partnership, as
opportunities for sales of partnership cable television systems arise in the
marketplace. The General Partner has determined that it is in the best interests
of the Partnership to sell the Calvert County System at this time.
The purchase price to be paid by Buyer to the Partnership for the
Calvert County System is $39,388,667. The purchase price was determined
pursuant to the terms of the Partnership's limited partnership agreement which
permits the General Partner or one of its affiliates to purchase the Calvert
County System if the price paid to the Partnership is determined by the average
of three separate independent appraisals of the fair market value of the Calvert
County System. Accordingly, the General Partner engaged three independent
appraisers, namely Strategis Financial Consulting, Inc. ("Strategis"), Waller
Capital Corporation ("Waller Capital") and Bond & Pecaro, Inc. ("Bond &
Pecaro"), to prepare appraisals of the Calvert County System's fair market value
as of February 28, 1998. Strategis, Waller Capital and Bond & Pecaro appraised
the Calvert County System at $44,602,000, $34,264,000 and $39,300,000,
respectively. The purchase price represents the average of the foregoing three
appraisals.
Upon the consummation of the sale of the Calvert County System, which
is expected to occur before the end of 1998, the Partnership will repay all of
its outstanding indebtedness, estimated to total approximately $9,988,000, and
certain fees and expenses of the transaction, and distribute the remaining net
sale proceeds of approximately $29,400,000 to the Partnership's partners. It is
estimated that the limited partners, as a group, will receive $28,836,196, or
$360 for each $1,000 invested in the Partnership, and the General Partner will
receive a general partner distribution of $564,421 from the net sale proceeds.
The Partnership previously has sold its cable television systems located in and
around Turnersville, New Jersey and certain communities located in Central
Illinois, resulting in a return to limited partners of $750 for each $1,000
invested in the Partnership.
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Because the terms of the Partnership's limited partnership agreement
require that the sale of all or substantially all of the Partnership's assets be
approved by the holders of a majority of the Partnership's limited partnership
interests, the sale of the Calvert County System will be subject to a vote of
the limited partners of the Partnership that is expected to be conducted before
the end of 1998. Closing of the transaction also requires certain governmental
and other third party consents and the termination or expiration of the
statutory waiting period applicable to the Purchase and Sale Agreement and the
transactions contemplated thereby under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
In addition to the proposed sale of the Calvert County System, the
General Partner has entered into a letter of intent on behalf of the Partnership
to sell the Partnership's cable television properties located in and around
Naperville, Illinois in early 1999. The Partnership also anticipates that it
will sell its cable television properties located in and around Buffalo,
Minnesota prior to the closing of the Calvert County System's sale. Based on
the prior, pending and anticipated sale transactions, the General Partner now
estimates that, upon the conclusion of the disposition of the remaining assets
of the Partnership, which is expected to occur in 1999, limited partners will
have received a total return of $1,481 for each $1,000 invested in the
Partnership.
Item 7. Financial Statements and Exhibits
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a. Financial statements.
Not applicable.
b. Pro forma financial statements.
Not applicable.
c. Exhibits.
Exhibit 2.1 Calvert County System Asset Purchase Agreement dated
June 29, 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 14-A, LTD.
By: Jones Intercable, Inc.,
its general partner
Dated: July 1, 1998 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General
Counsel and Secretary
(36864)
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