FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [_] 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: 0-16200 CABLE TV FUND 14-B, LTD. (Exact name of registrant as specified in its charter) Colorado 84-1024658 - ----------------------------------------- ----------------------------------- State of organization (IRS Employer Identification No.) c/o Comcast Corporation 1500 Market Street, Philadelphia, PA 19102-2148 (215) 665-1700 - ----------------------------------------- ----------------------------------- (Address of principal executive office (Registrant's telephone no. and Zip Code) including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Interests 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 registrants were required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No ------ ------- Aggregate market value of the voting stock held by non-affiliates of the registrant: [Not applicable] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] DOCUMENTS INCORPORATED BY REFERENCE: None CABLE TV FUND 14-B, LTD. 2001 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I Item 1 Business.......................................................... 1 Item 2 Properties........................................................ 1 Item 3 Legal Proceedings................................................. 1 Item 4 Submission of Matters to a Vote of Security Holders............... 3 PART II Item 5 Market for the Registrant's Common Stock and Related Security Holder Matters........................................... 3 Item 6 Selected Financial Data........................................... 4 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations......................................... 4 Item 8 Financial Statements.............................................. 4 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......................................... 16 PART III Item 10 Directors and Executive Officers of the Registrant................ 16 Item 11 Executive Compensation............................................ 16 Item 12 Security Ownership of Certain Beneficial Owners and Managers...... 16 Item 13 Certain Relationships and Related Transactions.................... 17 Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K... 17 SIGNATURES................................................................... 18 This Annual Report on Form 10-K is for the year ending December 31, 2001. This Annual Report modifies and supersedes documents filed by the Partnership prior to the filing of this Annual Report. The Securities and Exchange Commission (the "SEC") allows the Partnership to "incorporate by reference" into this Annual Report information that it files with the SEC, which means that the Partnership can disclose important information to limited partners by referring them directly to those documents. Information incorporated by reference is considered to be part of this Annual Report. In addition, information that the Partnership files with the SEC in the future will automatically update and supersede information contained in this Annual Report. Certain information contained in this Annual Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Annual Report that address activities, events or developments that the Partnership or the General Partner expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are based upon certain assumptions and are subject to risks and uncertainties. Actual events or results may differ from those discussed in the forward-looking statements as a result of various factors. PART I. ITEM 1. BUSINESS The Partnership. Cable TV Fund 14-B, Ltd. (the "Partnership") is a Colorado limited partnership. Comcast Cable Communications, Inc., a Delaware corporation, is the General Partner of the Partnership (the "General Partner"). The Partnership was formed for the purpose of acquiring and operating cable television systems. The Partnership no longer owns any cable television systems. General Partner. On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition of a controlling interest in Jones Intercable, Inc. ("Jones Intercable"), the Partnership's General Partner until March 2, 2000. In December 1999, Comcast and Jones Intercable entered into a definitive merger agreement pursuant to which Comcast agreed to acquire all of the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast. As a result of this transaction, Jones Intercable no longer exists and Comcast JOIN Holdings, Inc. continued as the surviving corporation of the merger. On August 1, 2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable Communications, Inc. ("Comcast Cable"), a wholly owned subsidiary of Comcast. Comcast Cable is now the General Partner of the Partnership. References in this Annual Report to "the General Partner" refer to Comcast Cable. The General Partner shares corporate offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148. ITEM 2. PROPERTIES As of December 31, 2001, the Partnership did not own any cable television systems. ITEM 3. LEGAL PROCEEDINGS Litigation Challenging Jones Intercable's Acquisition of the Littlerock System In June 1999, Jones Intercable was named a defendant in a case captioned City Partnership Co., derivatively on behalf of Cable TV Fund 14-B, Ltd., plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action No. 99-WM-1051) (the "City Partnership case") brought by City Partnership Co., a limited partner of the Partnership. The plaintiff's complaint alleges that Jones Intercable breached its fiduciary duty to the plaintiff and to the other limited partners of the Partnership in connection with the Partnership's sale of the Littlerock, California cable communications system (the "Littlerock System") to a subsidiary of Jones Intercable in January 1999. The complaint alleges that Jones Intercable acquired the Littlerock System at an unfairly low price that did not accurately reflect the market value of the Littlerock System. The plaintiff also alleges that the proxy solicitation materials delivered to the limited partners of the Partnership in connection with the vote of the limited partners on the Partnership's sale of the Littlerock System contained inadequate and misleading information concerning the fairness of the transaction, which the plaintiff claims caused Jones Intercable to breach its fiduciary duty of candor to the limited partners and which the plaintiff claims constituted acts and omissions in violation of Section 14(a) of the Securities Exchange Act of 1934, as amended. Plaintiff also claims that Jones Intercable breached the contractual provision of the Partnership's limited partnership agreement requiring that the sale price be determined by the average of three separate, independent appraisals, challenging both the independence and the currency of the appraisals. The complaint finally seeks declaratory injunctive relief to prevent Jones Intercable from making use of the Partnership's funds to finance Jones Intercable's defense of this litigation. In August 1999, Jones Intercable was named a defendant in a case captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP and Madison/AG Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of Colorado, Civil Action No. 99-B-1508) (the "Gramercy Park" case) 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 Palmdale, California cable communications system (the "Palmdale System"), the Albuquerque, New Mexico cable communications system (the "Albuquerque System"), the Littlerock System and the Calvert County, Maryland cable communications system (the "Calvert County System") by the named partnerships to Jones Intercable 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 System, the Palmdale System, the Littlerock System and the Calvert County System to subsidiaries of Jones Intercable. The complaint alleges that Jones Intercable 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 August 1999, Jones Intercable was named a defendant in a case captioned William Barzler, plaintiff v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action No. 99-B-1604) ("Barzler") brought as a class and derivative action by a limited partner of the named partnership. The substance of the Barzler plaintiff's complaint is similar to the allegations raised in the Gramercy Park case except that it relates only to the sale of the Littlerock System by the Partnership. In September 1999, Jones Intercable was named a defendant in a case captioned Sheryle Trainer, plaintiff v. Jones Intercable, Inc. and Glenn R. Jones, defendants, and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action No. 99-B-1751) ("Trainer") brought as a class and derivative action by a limited partner of the named partnership. The substance of the Trainer plaintiff's complaint is similar to the allegations raised in the Gramercy Park case except that it relates only to the sale of the Littlerock System by the Partnership. In September 1999, Jones Intercable was named a defendant in a case captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, 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 Schumacher plaintiffs' complaint is similar to the allegations raised in the Gramercy Park case. In September 1999, Jones Intercable was named a defendant in a case captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and 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 Margolin plaintiffs' complaint is similar to the allegations raised in the Gramercy Park case. In November 1999, the United States District Court for the District of Colorado entered an order consolidating all of the cases challenging Jones Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert County Systems because these cases involve common questions of law and fact. The cases are presented as both class and derivative actions. In June 2001, the plaintiffs filed a motion for class certification. In August 2001, the General Partner filed a brief in opposition to plaintiffs' motion for class certification. A hearing on the motion was held in October 2001. If the plaintiffs' motion for class certification is denied, the cases would proceed only as derivative actions. The General Partner believes that the defendants have defenses to the plaintiffs' claims for relief and challenges to the plaintiffs' claims for damages, and the General Partner intends to defend these lawsuits vigorously. 2 Litigation Relating to Limited Partnership List Requests In July 1999, Jones Intercable, each of its subsidiaries that served as general partners of Jones Intercable's managed partnerships and most of Jones Intercable's managed partnerships, including the Partnership, were named defendants in a case captioned Everest Cable Investors, LLC, Everest Properties, LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State of California, Case No. BC 213632). Plaintiffs allege that certain of them formed a plan to acquire up to 4.9% of the limited partnership interests in each of the managed partnerships named as defendants, and that plaintiffs were frustrated in this purpose by Jones Intercable's alleged refusal to provide plaintiffs with lists of the names and addresses of the limited partners of these partnerships. The complaint alleges that Jones Intercable's actions constituted a breach of contract, a breach of Jones Intercable's implied covenant of good faith and fair dealing owed to the plaintiffs as limited partners, a breach of Jones Intercable's fiduciary duty owed to the plaintiffs as limited partners and tortious interference with prospective economic advantage. Plaintiffs allege that Jones Intercable's failure to provide them with the partnership lists prevented them from making their tender offers and that they have been injured by such action in an amount to be proved at trial, but not less than $17 million. In September 1999, Jones Intercable and the defendant subsidiaries and managed partnerships filed a notice of demurrers to the plaintiffs' complaint and a hearing on this matter was held in October 1999. In December 1999, the Court sustained the defendants' demurrers in part but the Court gave the plaintiffs leave to amend their complaint to attempt to cure the deficiencies in the pleadings. The plaintiffs filed their first amended complaint in January 2000. Defendants demurred to the amended complaint in March 2000. In May 2000, the Court sustained the defendants' demurrers without leave to amend as to all plaintiffs except KM Investments, the sole plaintiff that was a limited partner in any of the partnerships, thereby dismissing all claims on the merits except those of KM Investments. In August 2000, all plaintiffs except KM Investments appealed this ruling to the California State Court of Appeal for the Second Appellate District. In June 2001, the appellate court ruled that all of the plaintiffs have standing to bring the action, and the trial court's judgment was reversed. The case is now proceeding to discovery and a trial is set for October 2002. The General Partner believes that the defendants have defenses to the plaintiffs' claims for relief and challenges to the plaintiffs' claims for damages, and the General Partner intends to defend this lawsuit vigorously. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II. ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS While the Partnership is publicly held, there is no public market for the limited partnership interests, and it is not expected that a market will develop in the future. As of December 31, 2001, the number of equity security holders in the Partnership was 15,445. 3 ITEM 6. SELECTED FINANCIAL DATA For the Year Ended December 31, ------------------------------------------------------------------------------ Cable TV Fund 14-B, Ltd. (1) 2001 2000 1999 1998 1997 - ---------------------------- ---------- ---------- ---------- ---------- ---------- Revenues................................ $ $ $237,069 $15,524,182 $40,929,333 Depreciation and Amortization........... 75,588 5,571,215 14,070,460 Operating Income (Loss)................. 19,245 (443,961) (258,143) Minority Interest in Consolidated (Income) Loss........................ (22,599,271) 626,089 Net (Loss) Income....................... (159,020) (192,420) 4,890,713 (3) 70,865,360 (2) (3,543,869) Net (Loss) Income per Limited Partnership Unit...................... (.61) (.74) 18.70 (3) 268.29 (2) (13.42) Weighted Average Number of Limited Partnership Units Outstanding........ 261,353 261,353 261,353 261,353 261,353 General Partner's Deficit............... (2,721) (749,411) Limited Partners' Capital............... 219,768 378,788 571,208 5,668,577 38,417,913 Total Assets............................ 230,893 395,531 571,208 5,781,669 99,133,735 Debt.................................... 25,981 54,185,513 General Partner Advances................ 11,125 16,743 835,015 <FN> (1) Cable TV Fund 14-B, Ltd.'s selected financial data historically includes the consolidated amounts of Cable TV Fund 14-A/B Venture. (2) Net income resulted primarily from the sale of the Surfside, South Carolina cable television system by Cable TV Fund 14-B, Ltd. in June 1998 and from the sale of the cable television system serving areas in and around Broward County, Florida by Cable TV Fund 14-A/B Venture in March 1998. (3) Net income resulted primarily from the sale of the Littlerock System by Cable TV Fund 14-B, Ltd. in January 1999. </FN> ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains, in addition to historical information, forward-looking statements that are based upon certain assumptions and are subject to a number of risks and uncertainties. FINANCIAL CONDITION The Partnership owned the Littlerock System until its sale on January 29, 1999. The only asset of the Partnership at December 31, 2001 was its cash on hand of approximately $231,000, which will be held in reserve and used to pay the administrative expenses of the Partnership until it is dissolved. Taking into account all distributions that have been made, the limited partners of the Partnership have received a total of $432 for each $500 limited partnership interest, or $864 for each $1,000 invested in the Partnership. RESULTS OF OPERATIONS The Partnership has sold all of its cable television systems and therefore, a full discussion of the results of operations would not be meaningful. Administrative and other expense, net incurred by the Partnership of $174,390 in 2001 and $210,646 in 2000 primarily related to various costs associated with the administration of the Partnership. The Partnership is expected to be dissolved when the remaining litigation against it is concluded. Until that time, administrative expenses will continue to be incurred. ITEM 8. FINANCIAL STATEMENTS The audited financial statements of the Partnership as of December 31, 2001 and 2000 and for the three years in the period ended December 31, 2001 follow. 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - ---------------------------------------- To the Partners of Cable TV Fund 14-B, Ltd.: We have audited the accompanying balance sheet of CABLE TV FUND 14-B, Ltd. (a Colorado limited partnership) as of December 31, 2001 and 2000, and the related statements of operations, partners' capital and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the general partner's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cable TV Fund 14-B, Ltd. as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. /s/ ARTHUR ANDERSEN LLP Denver, Colorado, March 26, 2002. 5 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) BALANCE SHEET December 31, ASSETS 2001 2000 ------ --------------- --------------- Cash $230,893 $395,531 --------------- --------------- Total assets.................................................. $230,893 $395,531 =============== =============== LIABILITIES AND PARTNERS' CAPITAL --------------------------------- LIABILITIES: Advances from affiliates.......................................... $11,125 $16,743 --------------- --------------- Total liabilities............................................. 11,125 16,743 --------------- --------------- Commitments and Contingencies (Note 5) PARTNERS' CAPITAL: General Partner- Contributed capital............................................... 1,000 1,000 Accumulated deficit............................................... (1,000) (1,000) --------------- --------------- Limited Partners- Net contributed capital (261,353 units outstanding at December 31, 2001 and 2000).................................. 112,127,301 112,127,301 Distributions..................................................... (112,853,367) (112,853,367) Accumulated earnings.............................................. 945,834 1,104,854 --------------- --------------- 219,768 378,788 --------------- --------------- Total liabilities and partners' capital....................... $230,893 $395,531 =============== =============== See notes to financial statements. 6 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) STATEMENT OF OPERATIONS Year Ended December 31, 2001 2000 1999 ------------- ------------- ------------- REVENUES.................................................... $ $ $237,069 COSTS AND EXPENSES: Operating expenses....................................... 115,608 Management fees and allocated overhead from Jones Intercable..................................... 26,628 Depreciation and amortization............................ 75,588 ------------- ------------- ------------- OPERATING INCOME............................................ 19,245 ------------- ------------- ------------- OTHER INCOME (EXPENSE): Interest expense......................................... (4,736) (8,759) Interest income.......................................... 15,370 22,962 22,027 Gain on sales of cable television systems................ 5,492,858 Administrative expenses and other, net................... (174,390) (210,646) (634,658) ------------- ------------- ------------- (159,020) (192,420) 4,871,468 ------------- ------------- ------------- NET (LOSS) INCOME........................................... ($159,020) ($192,420) $4,890,713 ============= ============= ============= ALLOCATION OF NET (LOSS) INCOME: General Partner.......................................... $ $ $2,721 ============= ============= ============= Limited Partners......................................... ($159,020) ($192,420) $4,887,992 ============= ============= ============= NET (LOSS) INCOME PER LIMITED PARTNERSHIP UNIT ($0.61) ($0.74) $18.70 ============= ============= ============= WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING........................................ 261,353 261,353 261,353 ============= ============= ============= See notes to financial statements. 7 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) STATEMENT OF PARTNERS' CAPITAL Year Ended December 31, 2001 2000 1999 ------------- ------------- ------------- GENERAL PARTNER: Balance, beginning of year............................. $ $ ($2,721) Net income............................................. 2,721 ------------- ------------- ------------- Balance, end of year................................... $ $ $ ============= ============= ============= LIMITED PARTNERS: Balance, beginning of year............................. $378,788 $571,208 5,668,577 Distribution........................................... (9,985,361) Net (loss) income...................................... (159,020) (192,420) 4,887,992 ------------- ------------- ------------- Balance, end of year................................... $219,768 $378,788 $571,208 ============= ============= ============= See notes to financial statements. 8 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) STATEMENT OF CASH FLOWS For the Year Ended December 31, 2001 2000 1999 ------------- ------------- -------------- OPERATING ACTIVITIES: Net (loss) income.......................................... ($159,020) ($192,420) $4,890,713 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization.......................... 75,588 Gain on sales of cable television systems.............. (5,492,858) Decrease in trade receivables, net..................... 157,760 Decrease in deposits, prepaid expenses and deferred charges..................................... 40,395 (Decrease) increase in advances from affiliates....... (5,618) 587,951 (295,247) Decrease in accounts payable and accrued liabilities and subscriber prepayments............... (89,832) ------------- ------------- -------------- Net cash (used in) provided by operating activities.. (164,638) 395,531 (713,481) ------------- ------------- -------------- INVESTING ACTIVITIES: Purchase of property and equipment, net.................... (19,115) Proceeds from sales of cable television systems............ 10,720,400 ------------- ------------- -------------- Net cash provided by investing activities............ 10,701,285 ------------- ------------- -------------- FINANCING ACTIVITIES: Repayment of debt.......................................... (25,981) Distributions to limited partners.......................... (9,985,361) ------------- ------------- -------------- Net cash used in financing activities................ (10,011,342) ------------- ------------- -------------- (Decrease) increase in cash................................... (164,638) 395,531 (23,538) Cash, beginning of year....................................... 395,531 23,538 ------------- ------------- -------------- Cash, end of year............................................. $230,893 $395,531 $ ============= ============= ============== SUPPLEMENTAL CASH FLOW DISCLOSURE: Interest paid.............................................. $983 $10,513 $ ============= ============= ============== See notes to financial statements. 9 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS (1) ORGANIZATION AND PARTNERS' INTERESTS Formation and Business Cable TV Fund 14-B, Ltd. (the "Partnership"), a Colorado limited partnership, was formed on September 9, 1987, under a public program sponsored by Jones Intercable, Inc. ("Jones Intercable"). The Partnership was formed to acquire, construct, develop and operate cable television systems. All cable television systems owned by the Partnership have been sold. General Partner On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition of a controlling interest in Jones Intercable, the Partnership's General Partner until March 2, 2000. In December 1999, Comcast and Jones Intercable entered into a definitive merger agreement pursuant to which Comcast agreed to acquire all of the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast. As a result of this transaction, Jones Intercable no longer exists and Comcast JOIN Holdings, Inc. continued as the surviving corporation of the merger. On August 1, 2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable Communications, Inc. ("Comcast Cable"), a wholly owned subsidiary of Comcast. Comcast Cable is now the General Partner of the Partnership. References in these Notes to "the General Partner" refer to Comcast Cable. The General Partner shares corporate offices with Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148. Cable Television System Sales by the Partnership On January 29, 1999, the Partnership sold the Littlerock System to a subsidiary of Jones Intercable for $10,720,400. Upon the closing of the sale of the Littlerock System, the Partnership retained a portion of the sale proceeds for a reserve for the continuing administrative expenses, repaid all of its indebtedness and then distributed the net sale proceeds of $9,985,361 to the Partnership's limited partners of record as of January 29, 1999. This distribution was made in February 1999. Such distribution represented approximately $38 for each $500 limited partnership interest, or $76 for each $1,000 invested in the Partnership. Because the distribution to the limited partners from the sale of the Littlerock System, together with all prior distributions, did not return 125 percent of the capital initially contributed by the limited partners to the Partnership, Jones Intercable did not receive a general partner distribution from the Littlerock System's sale proceeds. Contributed Capital The capitalization of the Partnership is set forth in the accompanying Statement of Partners' Capital. No limited partner is obligated to make any additional contribution to partnership capital. Jones Intercable purchased its general partner interest in the Partnership by contributing $1,000 to partnership capital. Comcast Cable now owns this general partner interest. All profits and losses of the Partnership were allocated 99 percent to the limited partners and 1 percent to the general partner, except for income or gain from the sale or disposition of cable television properties, which were allocated to the partners based upon the formula set forth in the partnership agreement, and interest income earned prior to the first acquisition by the Partnership of a cable television system, which was allocated 100 percent to the limited partners. Taking into account all distributions that have been made, the limited partners of the Partnership have received a total of $432 for each $500 limited partnership interest, or $864 for each $1,000 invested in the Partnership. 10 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued) (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. The Partnership's tax returns are also prepared on the accrual basis. Management's Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the Statement of Cash Flows, the Partnership considered all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. (3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES Management Fees, Distribution Ratios and Reimbursements Jones Intercable managed 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. Jones Intercable did not receive a management fee after January 29, 1999. Management fees paid to Jones Intercable by the Partnership for the year ended December 31, 1999 were $11,854. Any partnership distributions made from cash flow (defined as cash receipts derived from routine operations, less debt principal and interest payments and cash expenses) were allocated 99 percent to the limited partners and 1 percent to the General Partner. Any distributions other than interest income on limited partner subscriptions earned prior to the acquisition of the Partnership's first cable television system or from cash flow, such as from the sale or refinancing of a system or upon dissolution of the Partnership, were made as follows: first, to the limited partners in an amount which, together with all prior distributions, equaled 125 percent of the amount initially contributed to the Partnership capital by the limited partners; the balance, 75 percent to the limited partners and 25 percent to the General Partner. The Partnership reimburses its 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. Reimbursements made to the General Partner for allocated overhead and administrative expenses during the years ended December 31, 2001, 2000 and 1999 were $86,673, $119,231 and $82,371, respectively. Such charges were included in operating costs in the accompanying Statement of Operations during the period that the Partnership operated its cable television systems. Subsequent to the sale of the Partnership's final cable television system, such charges were included in Administrative expenses and other, net in the accompanying Statement of Operations. (4) INCOME TAXES Income taxes have not been recorded in the accompanying financial statements because they accrue directly to the partners. The federal and state income tax returns of the Partnership are prepared and filed by the General Partner. The Partnership's tax returns, the qualification of the Partnership as such for tax purposes, and the amount of distributable Partnership income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes with respect to the Partnership's qualification as such, or 11 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued) in changes with respect to the Partnership's recorded income or loss, the tax liability of the general and limited partners would likely be changed accordingly. (5) COMMITMENTS AND CONTINGENCIES Litigation Challenging Jones Intercable's Acquisition of the Littlerock System In June 1999, Jones Intercable was named a defendant in a case captioned City Partnership Co., derivatively on behalf of Cable TV Fund 14-B, Ltd., plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action No. 99-WM-1051) (the "City Partnership case") brought by City Partnership Co., a limited partner of the Partnership. The plaintiff's complaint alleges that Jones Intercable breached its fiduciary duty to the plaintiff and to the other limited partners of the Partnership in connection with the Partnership's sale of the Littlerock System to a subsidiary of Jones Intercable in January 1999. The complaint alleges that Jones Intercable acquired the Littlerock System at an unfairly low price that did not accurately reflect the market value of the Littlerock System. The plaintiff also alleges that the proxy solicitation materials delivered to the limited partners of the Partnership in connection with the vote of the limited partners on the Partnership's sale of the Littlerock System contained inadequate and misleading information concerning the fairness of the transaction, which the plaintiff claims caused Jones Intercable to breach its fiduciary duty of candor to the limited partners and which the plaintiff claims constituted acts and omissions in violation of Section 14(a) of the Securities Exchange Act of 1934, as amended. Plaintiff also claims that Jones Intercable breached the contractual provision of the Partnership's limited partnership agreement requiring that the sale price be determined by the average of three separate, independent appraisals, challenging both the independence and the currency of the appraisals. The complaint finally seeks declaratory injunctive relief to prevent Jones Intercable from making use of the Partnership's funds to finance Jones Intercable's defense of this litigation. In August 1999, Jones Intercable was named a defendant in a case captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP and Madison/AG Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of Colorado, Civil Action No. 99-B-1508) (the "Gramercy Park" case) 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 Palmdale System, the Albuquerque, New Mexico cable communications system (the "Albuquerque System"), the Littlerock, California cable communications system (the "Littlerock System") and the Calvert County, Maryland cable communications system (the "Calvert County System") by the named partnerships to Jones Intercable 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 System, the Palmdale System, the Littlerock System and the Calvert County System to subsidiaries of Jones Intercable. The complaint alleges that Jones Intercable 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 August 1999, Jones Intercable was named a defendant in a case captioned William Barzler, plaintiff v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action No. 99-B-1604) ("Barzler") brought as a class and derivative action by a limited partner of the named partnership. The substance of the Barzler plaintiff's 12 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued) complaint is similar to the allegations raised in the Gramercy Park case except that it relates only to the sale of the Littlerock System by the Partnership. In September 1999, Jones Intercable was named a defendant in a case captioned Sheryle Trainer, plaintiff v. Jones Intercable, Inc. and Glenn R. Jones, defendants, and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil Action No. 99-B-1751) ("Trainer") brought as a class and derivative action by a limited partner of the named partnership. The substance of the Trainer plaintiff's complaint is similar to the allegations raised in the Gramercy Park case except that it relates only to the sale of the Littlerock System by the Partnership. In September 1999, Jones Intercable was named a defendant in a case captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, 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 Schumacher plaintiffs' complaint is similar to the allegations raised in the Gramercy Park case. In September 1999, Jones Intercable was named a defendant in a case captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and 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 Margolin plaintiffs' complaint is similar to the allegations raised in the Gramercy Park case. In November 1999, the United States District Court for the District of Colorado entered an order consolidating all of the cases challenging Jones Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert County Systems because these cases involve common questions of law and fact. The cases are presented as both class and derivative actions. In June 2001, the plaintiffs filed a motion for class certification. In August 2001, the General Partner filed a brief in opposition to plaintiffs' motion for class certification. A hearing on the motion was held in October 2001. If the plaintiffs' motion for class certification is denied, the cases would proceed only as derivative actions. The General Partner believes that the defendants have defenses to the plaintiffs' claims for relief and challenges to the plaintiffs' claims for damages, and the General Partner intends to defend these lawsuits vigorously. Litigation Relating to Limited Partnership List Requests In July 1999, Jones Intercable, each of its subsidiaries that served as general partners of Jones Intercable's managed partnerships and most of Jones Intercable's managed partnerships, including the Partnership, were named defendants in a case captioned Everest Cable Investors, LLC, Everest Properties, LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones Intercable, Inc., et al, defendants (Superior Court, Los Angeles County, State of California, Case No. BC 213632). Plaintiffs allege that certain of them formed a plan to acquire up to 4.9% of the limited partnership interests in each of the managed partnerships named as defendants, and that plaintiffs were frustrated in this purpose by Jones Intercable's alleged refusal to provide plaintiffs with lists of the names and addresses of the limited partners of these partnerships. The complaint alleges that Jones Intercable's actions constituted a breach of contract, a breach of Jones Intercable's implied covenant of good faith and fair dealing owed to the plaintiffs as limited partners, a breach of Jones Intercable's fiduciary duty owed to the plaintiffs as limited partners and tortious interference with prospective economic advantage. Plaintiffs allege that Jones Intercable's failure to provide them with the partnership lists prevented them from making their tender 13 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued) offers and that they have been injured by such action in an amount to be proved at trial, but not less than $17 million. In September 1999, Jones Intercable and the defendant subsidiaries and managed partnerships filed a notice of demurrers to the plaintiffs' complaint and a hearing on this matter was held in October 1999. In December 1999, the Court sustained the defendants' demurrers in part but the Court gave the plaintiffs leave to amend their complaint to attempt to cure the deficiencies in the pleadings. The plaintiffs filed their first amended complaint in January 2000. Defendants demurred to the amended complaint in March 2000. In May 2000, the Court sustained the defendants' demurrers without leave to amend as to all plaintiffs except KM Investments, the sole plaintiff that was a limited partner in any of the partnerships, thereby dismissing all claims on the merits except those of KM Investments. In August 2000, all plaintiffs except KM Investments appealed this ruling to the California State Court of Appeal for the Second Appellate District. In June 2001, the appellate court ruled that all of the plaintiffs have standing to bring the action, and the trial court's judgment was reversed. The case is now proceeding to discovery and a trial is set for October 2002. The General Partner believes that the defendants have defenses to the plaintiffs' claims for relief and challenges to the plaintiffs' claims for damages, and the General Partner intends to defend this lawsuit vigorously. (6) SUPPLEMENTARY PROFIT AND LOSS INFORMATION Supplementary profit and loss information is presented below for the last year the Partnership owned and operated cable television systems: For the Year Ended December 31 1999 ------------- Maintenance and repairs........................... $198 ============= Taxes, other than income and payroll taxes........ $5,069 ============= Advertising....................................... $63 ============= Depreciation of property, plant and equipment..... $61,589 ============= Amortization of intangible assets................. $13,999 ============= 14 CABLE TV FUND 14-B, LTD. - ------------------------ (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS (Continued) (7) UNAUDITED SUPPLEMENTARY DATA Selected unaudited quarterly financial information is presented below: First Second Third Fourth Total 2001 Quarter Quarter Quarter Quarter Year - ---- -------------- ------------ ------------ ------------ ------------ Net loss.................................. ($42,975) ($51,133) ($26,202) ($38,710) ($159,020) Net loss per limited partnership unit..... (.16) (.20) (.10) (.15) (.61) Weighted average number of limited partnership units outstanding.......... 261,353 261,353 261,353 261,353 261,353 First Second Third Fourth Total 2000 Quarter Quarter Quarter Quarter Year - ---- -------------- ------------ ------------ ------------ ------------ Net loss.................................. ($59,924) ($49,134) ($31,045) ($52,317) ($192,420) Net loss per limited partnership unit..... (.23) (.19) (.12) (.20) (.74) Weighted average number of limited partnership units outstanding.......... 261,353 261,353 261,353 261,353 261,353 15 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The Partnership itself has no officers or directors. Certain information concerning the directors and executive officers of the General Partner as of December 31, 2001 is set forth below. Directors of the General Partner serve until the next annual meeting of the General Partner and until their successors shall be elected and qualified. Ralph J. Roberts has served as Chairman of the General Partner's Board of Directors since April 1999. Mr. Roberts has served as a Director of Comcast Corporation and as the Chairman of its Board of Directors for more than five years. Mr. Roberts is the father of Brian L. Roberts. He is 81 years old. Brian L. Roberts has served as Vice Chairman of the General Partner's Board of Directors since April 1999. Mr. Roberts has served as the President and as a Director of Comcast Corporation for more than five years. Mr. Roberts also serves as Manager of Sural Corporation, a privately held investment company that is Comcast Corporation's controlling shareholder. Mr. Roberts is the Principal Executive Officer of the General Partner and of Comcast Corporation. He is also a Director of the Bank of New York. Mr. Roberts is a son of Ralph J. Roberts. He is 42 years old. Lawrence S. Smith has served as Executive Vice President and a Director of the General Partner since April 1999. Mr. Smith has served as an Executive Vice President of Comcast Corporation for more than five years. He is 54 years old. Stanley L. Wang has served as Executive Vice President - Law and Administration, Secretary and a Director of the General Partner since January 2000. Prior to that time, Mr. Wang served as a Senior Vice President and Secretary and a Director of the General Partner since April 1999. Mr. Wang was named Executive Vice President - Law and Administration of Comcast Corporation in January 2000. Prior to that time, he served as a Senior Vice President and Secretary and General Counsel of Comcast Corporation for more than five years. He is 61 years old. John R. Alchin has served as Executive Vice President and Treasurer of the General Partner since January 2000. Prior to that time, Mr. Alchin served as a Senior Vice President and Treasurer and a Director of the General Partner since April 1999. Mr. Alchin was named an Executive Vice President of Comcast Corporation in January 2000. Prior to that time, he served as a Senior Vice President and Treasurer of Comcast Corporation for more than five years. Mr. Alchin is the Principal Financial Officer of the General Partner and of Comcast Corporation. He is 53 years old. Lawrence J. Salva joined Comcast Corporation in January 2000 as Senior Vice President and Chief Accounting Officer. Prior to that time, Mr. Salva was a national accounting consulting partner in the public accounting firm of PricewaterhouseCoopers for more than five years. Mr. Salva is a Senior Vice President and the Principal Accounting Officer of the General Partner. He is 45 years old. ITEM 11. EXECUTIVE COMPENSATION The Partnership has no employees; however, various personnel are required to administer the financial, tax and legal affairs of the Partnership and to maintain the books and records of the Partnership. Such personnel are employed by Comcast and, pursuant to the terms of the limited partnership agreement of the Partnership, the costs of such employment are charged by Comcast to the Partnership. See Item 13. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS As of December 31, 2001, no person or entity owned more than 5% of the limited partnership interests of the Partnership. 16 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Partnership reimburses its General Partner for certain allocated overhead and administrative expenses. These expenses represent the salaries and benefits paid to corporate personnel. Such personnel provide administrative, accounting, legal and investor relations services to the Partnership. The Partnership will continue to reimburse its General Partner for actual time spent on Partnership business by employees of Comcast until the Partnership is liquidated and dissolved. During the years ended December 31, 2001, 2000 and 1999, such reimbursements totaled $86,673, $119,231 and $82,371, respectively. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following financial statements of ours are included in Part II, Item 8: Independent Auditors' Report......................................5 Balance Sheet--December 31, 2001 and 2000.........................6 Statement of Operations--Years Ended December 31, 2001, 2000 and 1999............................7 Statement of Partners' Capital-- Years Ended December 31, 2001, 2000 and 1999......................8 Statement of Cash Flows--Years Ended December 31, 2001, 2000 and 1999............................9 Notes to Financial Statements....................................10 (b) The following financial statement schedules required to be filed by Items 8 and 14(d) of Form 10-K are included in Part IV: None (c) Reports on Form 8-K: None (d) Exhibits filed herewith: 4.1 Limited Partnership Agreement for Cable TV Fund 14-B, Ltd (Incorporated by reference from the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 1987). 99.1 Arthur Andersen LLP Representations for Cable TV Fund 14-B, Ltd. dated as of March 26, 2002. 17 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 in Philadelphia, Pennsylvania. CABLE TV FUND 14-B, LTD., a Colorado limited partnership By: Comcast Cable Communications, Inc., a Delaware corporation, its General Partner By: /s/ Brian L. Roberts ------------------------------------ Brian L. Roberts Dated: March 29, 2002 Vice Chairman; Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Ralph J. Roberts ------------------------------------ Ralph J. Roberts Dated: March 29, 2002 Chairman; Director By: /s/ Brian L. Roberts ------------------------------------ Brian L. Roberts Vice Chairman; Director Dated: March 29, 2002 (Principal Executive Officer) By: /s/ Lawrence S. Smith ------------------------------------ Lawrence S. Smith Dated: March 29, 2002 Executive Vice President; Director By: /s/ Stanley L. Wang ------------------------------------ Stanley L. Wang Executive Vice President; Secretary; Dated: March 29, 2002 Director By: /s/ John R. Alchin ------------------------------------ John R. Alchin Executive Vice President; Treasurer Dated: March 29, 2002 (Principal Financial Officer) By: /s/ Lawrence J. Salva ------------------------------------ Lawrence J. Salva Senior Vice President Dated: March 29, 2002 (Principal Accounting Officer) 18