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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 14D-9
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Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
___________________
CABLE TV FUND 14-A, LTD.
(Name of Subject Company)
CABLE TV FUND 14-A, LTD.
JONES INTERCABLE, INC.
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
ELIZABETH M. STEELE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
JONES INTERCABLE, INC.
9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
(303) 792-3111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
________________________________________________________________________________
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ITEM 1. SECURITY AND SUBJECT COMPANY
The subject company is Cable TV Fund 14-A, Ltd., a Colorado limited
partnership (the "Partnership"). The address of the principal executive offices
of the Partnership is c/o Jones Intercable, Inc., 9697 East Mineral Avenue,
Englewood, Colorado 80112. The general partner of the Partnership is Jones
Intercable, Inc. (the "General Partner"). The title of the class of equity
securities to which this Statement relates is the limited partnership interests
of the Partnership (the "Interests").
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to the offer (the "Offer") by Madison Liquidity
Investors 104, LLC, a Delaware limited liability company ("Madison"), to
purchase for cash up to 15,840 of the Interests, representing approximately 9.9%
of the Interests outstanding, at a purchase price of $230 per Interest (less the
$50 transfer fee and the amount of any distributions paid with respect to the
Interests between the date of Madison's Offer and the expiration date of the
Offer)(the "Offer Price"), as disclosed in the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") dated October 30, 1998 filed by Madison
with the Securities and Exchange Commission and mailed to the limited partners.
According to the Schedule 14D-1, Madison's principal business address is P.O.
Box 7461, Incline Village, Nevada 89452.
ITEM 3. IDENTITY AND BACKGROUND
(a) This Statement is being filed by the Partnership and by the General
Partner. The name and business address of the Partnership is set forth in Item
1 above. The address of the General Partner is 9697 East Mineral Avenue,
Englewood, Colorado 80112.
(b)(1) Pursuant to the Partnership's limited partnership agreement (the
"Partnership Agreement"), which is filed as Exhibit (c)(1) hereto, the General
Partner is the sole general partner of the Partnership. The General Partner has
responsibility for all aspects of the Partnership's operations. The Partnership
itself has no officers, directors or employees. Of the 160,000 Interests
outstanding, the General Partner owns 240 Interests, or less than 1% of the
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outstanding Interests. The officers and directors of the General Partner do not
own any Interests.
The Partnership Agreement contains the terms and conditions of the
financial arrangements between the General Partner, on the one hand, and the
Partnership and its limited partners, on the other. For example, the Partnership
Agreement provides that 1% of every item of Partnership income, loss, deduction
and credit shall be allocated to the General Partner, and the General Partner
will be entitled to 25% of the net proceeds from the sales of Partnership-owned
cable television systems after the limited partners receive a return of 125% of
their initial capital contributions. The General Partner also receives a
management fee and reimbursement of its expenses from the Partnership. In
addition, certain affiliates of the General Partner currently receive, have
received or in the future are entitled to receive fees from the Partnership for
programming, brokerage and other services provided to the Partnership. Except as
described herein and in the Partnership Agreement, which is filed as Exhibit
(c)(1) hereto, and in Item 13. Certain Relationships and Related Transactions of
the Partnership's Annual Report on SEC Form 10-K for the fiscal year ended
December 31, 1997, which is filed as Exhibit (c)(2) hereto, to the best
knowledge of the Partnership and the General Partner, there are no material
contracts, agreements, arrangements or understandings or any actual or potential
conflicts of interest between the Partnership and its limited partners, on the
one hand, and the General Partner or the directors and executive officers of the
General Partner or affiliates thereof, on the other hand. And, except as
described herein, to the best knowledge of the Partnership and the General
Partner, there are no material contracts, agreements, arrangements or
understandings or any actual or potential conflicts of interest between the
Partnership and its limited partners, on the one hand, and the General Partner
or the directors and executive officers of the General Partner or affiliates
thereof, on the other hand, with respect to the Offer.
(b)(2) Except for the letter agreement dated October 8, 1997 by and among
the General Partner, the Partnership and an affiliate of Madison, which is
described below and is filed as Exhibit (c)(3) hereto, relating to a prior
unregistered tender offer for Interests by affiliates of Madison, to the best
knowledge of the Partnership and the General Partner, there are no material
contracts, agreements, arrangements or understandings or any actual or potential
conflicts of interest between the Partnership or the General Partner or the
directors and executive officers of the General Partner or affiliates thereof,
on the one hand, and Madison or its executive officers, directors or affiliates,
on the other hand.
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During the past several years, affiliates of Madison known variously as
Madison Partnership Liquidity Investors 46, LLC, ISA Partnership Liquidity
Investors, LLC, Madison/AG Partnership Value Partners II and Cobble Hill
Investments, L.P. have acquired Interests through unregistered tender offers for
Interests in the Partnership and through purchases of Interests on the very
limited secondary market for limited partnership interests. As of October 30,
1998, these affiliates of Madison owned a total of approximately 7,921
Interests, or approximately 4.95% of the outstanding Interests.
Pursuant to the terms of a letter agreement dated October 8, 1997 among the
Partnership, the General Partner and the affiliate of Madison known as
Madison/AG Partnership Value Partners II, Madison and its affiliates received a
list of the names and addresses of the limited partners of the Partnership for
their use in conducting unregistered tender offers for Interests in the
Partnership. In return for the list, which Madison recently returned to the
Partnership, Madison and its affiliates agreed to the following terms and
conditions:
(1) Madison and its affiliates agreed to treat the partnership list as
confidential and proprietary information of the Partnership and the General
Partner;
(2) Madison and its affiliates agreed that the list of limited partners
obtained by them pursuant to the letter agreement would be used solely for the
purpose of contacting limited partners of the Partnership to inquire as to
whether they wished to sell their Interests in the Partnership to Madison or one
of its affiliates and for no other purpose;
(3) Madison and its affiliates agreed to safeguard the list and to treat it
as confidential information;
(4) Madison and its affiliates represented that all of the Interests of the
Partnership acquired by them would be acquired for investment purposes only and
not with an intention to resell the Interests;
(5) Madison and its affiliates agreed that on any proposal or issue
submitted to a vote of the limited partners of the Partnership, Madison and its
affiliates would vote all of their Interests in the Partnership in the same
manner as the majority of all other limited partners who vote on any such
proposal or issue;
(6) Madison and its affiliates represented that, for the 12-month period
commencing on October 8, 1997, Madison and its affiliates would not acquire,
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attempt to acquire or make a proposal to acquire, directly or indirectly, more
than a 5% interest in the Partnership;
(7) Madison and its affiliates agreed to limit their purchases of Interests
in any tax year of the Partnership so as not to cause the Partnership to be
treated as a publicly traded partnership within the meaning of Section 7704 of
the Internal Revenue Code and Madison and its affiliates agreed that they would
not ask the General Partner to approve any transfers of Interests in the
Partnership in any tax year of the Partnership if such transfers, together with
all other transfers made during such tax year, would cause transfers of
Interests in the Partnership to exceed the 5% safe harbor set forth in Paragraph
II, Section C(1) of Internal Revenue Service Notice 88-75;
(8) Madison and its affiliates agreed that the price offered by them for
Interests in the Partnership pursuant to their unregistered tender offers would
be no less than $280 per Interest;
(9) Madison and its affiliates agreed to submit any communication that they
intended to send to the limited partners of the Partnership in connection with
their unregistered tender offers to the General Partner prior to use;
(10) Madison and its affiliates agreed to make clear in their
communications to the limited partners that they were not affiliated with the
Partnership or with the General Partner;
(11) Madison and its affiliates agreed to pay costs incurred by the
Partnership in connection with the production of the partnership list and the
processing of transfers related to these unregistered tender offers including,
without limitation, all printing, mailing, and other administrative expenses
incurred by the Partnership in connection with such registered tender offers to
the extent that such costs were not covered by the transfer fees paid by Madison
and its affiliates in connection with its unregistered tender offers for
Interests and in an amount not to exceed $5,000;
(12) Madison and its affiliates agreed to use transfer of interest forms
that conformed to the transfer of interest processes approved for use by the
General Partner, including, without limitation, the requirements for medallion
guaranteed signatures for transferors and transferees; and
(13) Madison and its affiliates agreed that they would return the list of
limited partners of the Partnership to the General Partner (without making any
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copies thereof) within ten business days of the completion of their unregistered
tender offers.
Madison and its affiliates conducted an unregistered tender offer for
Interests at a price of $305 per Interest.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) This Statement relates to the recommendation by the General Partner and
the Partnership with respect to the Offer. A letter to the limited partners of
the Partnership communicating the views of the General Partner and of the
Partnership with respect to the Offer is filed as Exhibit (a)(1) hereto and is
incorporated herein by reference.
For the reasons set forth below, the Partnership and the General Partner are
remaining neutral and are making no recommendation as to whether limited
partners should tender their Interests in response to the Offer. In considering
whether to tender their Interests, the Partnership and the General Partner
believe that limited partners should carefully consider all of the surrounding
facts and circumstances and should review all available information including,
among other things, the information contained in the Partnership's most recent
quarterly report on SEC Form 10-Q for the quarter ended September 30, 1998 as
well as the considerations noted below.
For those limited partners who have no current need for liquidity and expect
to retain their Interests in the Partnership through an anticipated orderly
liquidation of the Partnership by the end of 1999, the Offer may be inadequate
and not in their best interests. For those limited partners who have an
immediate need for liquidity or who conclude that the risks of a longer holding
period are significant, however, the Offer may indeed be adequate and in their
best interests.
(b) The reasons for the neutral position taken by the Partnership and the
General Partner are as follows:
. ALL OF THE PARTNERSHIP'S CABLE TELEVISION SYSTEMS ARE IN VARIOUS STAGES OF
BEING SOLD. In November 1998, the Partnership entered into an agreement to
sell its Buffalo System to an unaffiliated party for a sales price of
$27,000,000. In August 1998, the Partnership entered into an agreement to
sell its Naperville System to an unaffiliated party for a sales price of
$23,000,000. In June 1998, the Partnership entered into an agreement to
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sell its Calvert County System to an affiliate of the General Partner for a
sales price of $39,388,667. The General Partner currently estimates that the
closings of the sales of the Partnership's three remaining cable television
systems will occur during the first quarter of 199. Because the closings of the
sales are conditioned upon, among other things, the approval of the limited
partners of the Partnership and the receipt of material third party consents
necessary for the transfer of these systems to their respective buyers, there
can be no assurance that the proposed sales will occur or that they will occur
by the end of the first quarter of 1999.
. THE GENERAL PARTNER CURRENTLY ESTIMATES THAT THE AGGREGATE CASH DISTRIBUTIONS
TO LIMITED PARTNERS FROM THE NET PROCEEDS OF THE PENDING SYSTEM SALES WILL BE
AT LEAST $350 PER INTEREST, AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE PURCHASE
PRICE CONTAINED IN THE OFFER. The foregoing estimate reflects the expected
gross proceeds from the sales reduced by repayment of Partnership debts, the
payment of brokerage fees, the settlement of working capital adjustments and
the deposit of portions of the sale proceeds into indemnity escrow accounts.
Relative to the estimated $350 per Interest in cash distributions from the
pending sales, the Offer Price ($230 per Interest, less the $50 transfer fee
and the amount of any distributions paid with respect to the Interests
between the date of Madison's Offer and the expiration date of the Offer) is
rather low. There can be no assurance, however, that the aggregate cash
distributions to limited partners from the net proceeds of the pending system
sales will be equal to the General Partner's current estimate because a
variety of factors including, among other things, unanticipated downward
closing adjustments to the sales prices under the terms of the various sale
agreements could result in a smaller amount of net sale proceeds available
for distribution to the limited partners by the Partnership. If the cash
distributions ultimately made to the limited partners are materially less
than currently estimated, the Offer Price may in hindsight seem to be fair
and adequate.
. THE GENERAL PARTNER CURRENTLY ANTICIPATES THAT DISTRIBUTIONS OF THE NET SALE
PROCEEDS FROM THE THREE PENDING SYSTEM SALES (EXCLUDING ESCROWED PROCEEDS)
WILL BE MADE BY THE END OF THE FIRST QUARTER OF 1999. The General Partner
currently anticipates that the closings of the pending sales will occur
during the first quarter of 1999 and the General Partner will distribute the
net sale proceeds as quickly as events allow thereafter. Pending distribution
to the limited partners, the net proceeds from the sales will be held
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by the Partnership in short-term, interest-bearing liquid investments, and
distributions paid to limited partners will include interest earned on such
funds. The General Partner currently estimates that distributions of the net
sale proceeds from the three pending system sales (excluding escrowed
proceeds) will be made by the end of the first quarter of 1999. It is
expected that any remaining escrowed proceeds will be distributed by the end
of 1999. There can be no assurance, however, that the net sale proceeds from
the three pending system sales (excluding escrowed proceeds) will be made by
the end of the first quarter of 1999 because there can be no assurance that
the pending sales will close by such date. In addition, because the escrowed
proceeds from the sales of the Naperville System and the Buffalo System will
be subject to potential claims by the respective purchasers of those system,
there can be no assurance that there will be a further distribution of all or
any portion of the sale proceeds to be placed in escrow.
. LIMITED PARTNERS WHO SELL ANY INTEREST TO MADISON PURSUANT TO THE OFFER WILL
NOT RECEIVE ANY DISTRIBUTIONS TO BE MADE BY THE PARTNERSHIP WITH RESPECT TO
THAT INTEREST ONCE THAT INTEREST IS TRANSFERRED TO MADISON, INCLUDING
DISTRIBUTIONS OF THE NET PROCEEDS FROM THE SALES OF THE BUFFALO SYSTEM, THE
CALVERT COUNTY SYSTEM AND THE NAPERVILLE SYSTEM. All distributions of net
sale proceeds will be made to the limited partners of record as of the
closing dates of the pending sales, all of which are expected to occur in the
first quarter of 1999 and after the announced expiration date of the Offer.
. AS SET FORTH IN MADISON'S MATERIALS MAILED TO THE LIMITED PARTNERS, MADISON
IS MAKING THE OFFER FOR INVESTMENT PURPOSES AND WITH THE INTENTION OF MAKING
A PROFIT FROM THE OWNERSHIP OF THE INTERESTS. In establishing the purchase
price of $230 per Interest (less the $50 transfer fee and the amount of any
distributions paid with respect to the Interests between the date of
Madison's Offer and the expiration date of the Offer), Madison was motivated
to establish the lowest price that might be acceptable to limited partners
consistent with Madison's objectives.
. BECAUSE OF THE LIMITED NUMBER OF INTERESTS THAT CAN BE TRANSFERRED DURING THE
REMAINDER OF 1998, IT IS PROBABLE THAT ALL OR A SIGNIFICANT PORTION OF THE
INTERESTS TENDERED TO MADISON PURSUANT TO THE OFFER WILL NOT BE
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TRANSFERRED DURING 1998. As more fully described under Item 8 below, the
General Partner will not approve transfers of Interests in any tax year of
the Partnership if such transfers, together with all other transfers made
during such tax year, would cause transfers of Interests in the Partnership
to exceed the 5% safe harbor set forth in Paragraph II, Section C(1) of the
Internal Revenue Service Notice 88-75. As of the date of this Statement,
transfers of 6,602 Interests already have been processed during the 1998 tax
year of the Partnership and, accordingly, only 1,398 Interests remain
available for transfer during the remainder of this 1998 tax year. The
General Partner does anticipate that additional transfers of Interests may be
effected in the new tax year of 1999. The General Partner's policy of
limiting transfers to the 5% IRS safe harbor may have the effect of limiting
the number of Interests that can be transferred pursuant to the Offer.
Limited partners who are motivated to tender their Interests to Madison
pursuant to the Offer primarily in order to make 1998 the final year for
which they receive a K-1 Tax Form from the Partnership should not assume that
the transfer of their Interests will be effectuated by the General Partner in
1998. Limited partners whose Interests are transferred to Madison in 1999
will be considered limited partners of the Partnership during 1999 and thus
they will receive K-1s for the 1999 tax year in early 2000. It is currently
anticipated the Partnership will be liquidated and dissolved before the end
of 1999 and that 1999 thus will be the final year for which all limited
partners of the Partnership will receive K-1s.
. LIMITED PARTNERS WHO FULLY LIQUIDATE THEIR INTERESTS PURSUANT TO A SALE OF
THEIR INTERESTS TO MADISON PURSUANT TO THE OFFER WILL HAVE THE OPPORTUNITY TO
LIQUIDATE THEIR INVESTMENT IN THE PARTNERSHIP WITHOUT THE USUAL TRANSACTION
COSTS ASSOCIATED WITH SECONDARY MARKET SALES, THEY WILL GAIN LIQUIDITY AND
THEY MAY BE ABLE TO REDUCE THEIR TAX PREPARATION FEES AND, IF THEIR INTERESTS
ARE HELD IN AN INVESTMENT RETIREMENT ACCOUNT OR SIMILAR DEFERRED COMPENSATION
PLAN, THEY MAY BE ABLE TO REDUCE THEIR CUSTODIAL FEES. The General Partner is
aware that many limited partners incur substantial tax preparation and
custodial fees that, in some cases, may exceed the difference in value
between a $350 per Interest distribution and a $230 per Interest sale to
Madison. For such limited partners, a sale of all of their Interests to
Madison pursuant to the Offer may be advantageous, but each limited partner
should consult their own financial and tax advisors with respect to these
matters.
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. LIMITED PARTNERS MAY BE ABLE TO SELL THEIR INTERESTS FOR A HIGHER PRICE THAN
THE PRICE OFFERED BY MADISON. The General Partner recommends that limited
partners who seek liquidity but who do not wish to sell their Interests for
cash pursuant to the Offer make their own inquiry as to alternative
transactions that may be available, including, among others, the limited
secondary market for trading limited partnership interests, any pending
tender offer and any other offer that may be announced prior to the
expiration of the Offer. For example, the General Partner is aware that
Smithtown Bay, LLC, another limited partner of the Partnership that together
with its affiliates currently own approximately 962 Interests, or
approximately 0.6% of the outstanding Interests, is currently conducting an
unregistered tender offer for Interests at a purchase price of $265 per
Interest (less the $50 transfer fee), all as more specifically detailed in
Smithtown Bay's materials dated November 6, 1998 mailed to the limited
partners.
. MADISON MAY NOT PURCHASE ALL OF THE INTERESTS TENDERED AND MAY VOTE ITS
INTERESTS IN A MANNER ADVERSE TO OTHER LIMITED PARTNERS. Limited partners
should be aware that, because the Offer seeks to purchase only up to 15,840,
and not all, of the Interests, if any limited partner tenders Interests in
the Offer, Madison may purchase less than all of the Interests tendered by
each limited partner. See "Section 4. Proration." in Madison's Schedule 14D-1
dated October 30, 1998. Accordingly, each limited partner who tenders
Interests may continue to hold Interests in the Partnership at a time when
Madison may hold a significant number of Interests and may seek to vote those
Interests in a manner adverse to other limited partners. Limited partners
should be aware that Madison may take the position that its agreement
(described under Item 3(b)(2) above) to vote its Interests in the same manner
as a majority of all other limited partners does not apply to Interests
acquired pursuant to the Offer, although the General Partner would take the
position that the commitment made by an affiliate of Madison to vote with the
majority of all limited partners would apply to all Interests owned by
Madison and its affiliates however acquired by them. The Partnership is
currently conducting a vote of the limited partners of record as of October
15, 1998 on the sale of the Naperville System and the General Partner expects
to conduct a vote of the limited partners of the Partnership on the sales of
the Calvert County System and the Buffalo System in the near future, most
likely in the first quarter of 1999. Although the General Partner has no
reason to believe that Madison will not vote those Interests acquired by it
pursuant to the Offer in favor of the sales of the Calvert County System and
the Buffalo System, there can be no assurance that it will do so.
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THE GENERAL PARTNER URGES ALL LIMITED PARTNERS TO CAREFULLY CONSIDER ALL
OF THE INFORMATION CONTAINED HEREIN AND TO CONSULT WITH THEIR OWN ADVISORS, TAX,
FINANCIAL OR OTHERWISE, IN EVALUATING THE TERMS OF THE OFFER BEFORE DECIDING TO
TENDER INTERESTS. IN PARTICULAR, THE GENERAL PARTNER HAS NOT TAKEN INTO ACCOUNT
THE TAX CONSEQUENCES TO INDIVIDUAL LIMITED PARTNERS AS A RESULT OF EITHER (A)
THE PENDING SALES AND THE DISSOLUTION OF THE PARTNERSHIP OR (B) ACCEPTING OR
REJECTING THE OFFER, AND THOSE TAX CONSEQUENCES COULD VARY SIGNIFICANTLY FOR
EACH LIMITED PARTNER BASED ON SUCH LIMITED PARTNER'S UNIQUE TAX SITUATION OR
OTHER CIRCUMSTANCES.
NO INDEPENDENT PERSON HAS BEEN RETAINED TO EVALUATE OR RENDER ANY OPINION
WITH RESPECT TO THE FAIRNESS OF THE OFFER PRICE.
ITEM 5. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED
Neither the Partnership nor the General Partner, nor any person acting on
their behalf, intends to employ, retain or compensate any other person to make
solicitations or recommendations to the limited partners of the Partnership in
connection with the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) To the best knowledge of the Partnership and the General Partner, no
transactions in the Interests have been effected during the past 60 days by the
Partnership, by the General Partner, or by any affiliates or subsidiaries of
such persons (including any executive officer or director of the General
Partner).
(b) To the best knowledge of the Partnership and the General Partner, the
officers and directors of the General Partner do not own any Interests. The
General Partner owns 240 Interests. The General Partner does not presently
intend to tender to Madison any of its Interests.
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ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) The Partnership is not engaged in any negotiations in response to the
Offer that relates to or would result in: (1) an extraordinary transaction, such
as a merger or reorganization, involving the Partnership or any subsidiary of
the Partnership; (2) a purchase, sale or transfer of a material amount of assets
by the Partnership or any subsidiary of the Partnership; (3) a tender offer for
or other acquisition of securities by or of the Partnership; or (4) any material
change in the present capitalization or distribution policy of the Partnership.
As disclosed under Item 4 above, the Partnership is currently in the process
of selling all of its cable television systems. The Partnership intends to wind
up its affairs and dissolve in late 1999 or early 2000 following the termination
of indemnity escrow periods related to the pending sales. The agreements for the
sales of the Partnership's cable television systems described in Item 4 above
were entered into (and the Partnership's plans for dissolution were formulated)
prior to Madison's Offer and were not entered into (or formulated) in response
to the Offer.
(b) There are no transactions, board or partnership resolutions, agreements
in principle or signed contracts in response to the Offer, which relate to or
would result in one or more of: (1) an extraordinary transaction, such as a
merger or reorganization, involving the Partnership or any subsidiary of the
Partnership; (2) a purchase, sale or transfer of a material amount of assets by
the Partnership or any subsidiary of the Partnership; (3) a tender offer for or
other acquisition of securities by or of the Partnership; or (4) any material
change in the present capitalization or distribution policy of the Partnership.
As indicated under Item 7(a) and described under Item 4 above, however, the
Partnership, prior to the Offer, had entered into agreements for the sales of
all of its cable television systems and had formulated the intention to wind up
its affairs and dissolve after consummation of the sales and termination of the
indemnity escrow periods related thereto. The sales of the Partnership's assets
are expected to be consummated during the first quarter of 1999 and it is
anticipated that the Partnership will be liquidated and dissolved in late 1999
or early 2000.
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ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Limited partners are advised that all transfers of Interests of the
Partnership are subject to the General Partner's consent once all necessary
transfer documents are received, reviewed and approved by the General Partner.
The General Partner will not approve transfers of Interests in the Partnership
unless the proper transfer documents are completed in full and unless both the
transferor and the transferee execute the documents with signatures medallion
guaranteed. A $50 per transfer fee also must be paid before the General Partner
will consent to a transfer of Interests. Even if all documentation is properly
completed and the fee is paid, the General Partner retains the right not to
consent to any transfer of Interests in its sole discretion.
The Partnership currently is treated as a partnership for Federal income tax
purposes, and the General Partner has a fiduciary duty to all limited partners
to take all action necessary to preserve this tax treatment. The General Partner
will take no action that could cause the Partnership to be treated as an
association taxable as a corporation and not as a partnership for Federal income
tax purposes. It is therefore the policy of the General Partner that it will not
approve any transfers of Interests in the Partnership in any tax year of the
Partnership if such transfers, together with all other transfers made during
such tax year, would cause transfers of Interests in the Partnership to exceed
the 5% safe harbor set forth in Paragraph II, Section C(1) of the Internal
Revenue Service Notice 88-75. The General Partner believes that this policy
serves the best interests of the Partnership and of its limited partners and it
will not be waived for any reason. The General Partner has informed Madison of
this policy and, pursuant to the October 8, 1997 letter agreement described
under Item 3(b)(2) above, Madison has agreed that it will not ask the General
Partner to approve any transfers of Interests in the Partnership if such
transfers, together with all other transfers made during such tax year, would
cause transfers of Interests in the Partnership to exceed the 5% safe harbor.
The General Partner believes, and it has informed Madison of its belief, that
this commitment of Madison relates to transfer requests arising from the Offer.
Section 3.5(a) of the Partnership Agreement sets forth the conditions for the
transfer of Interests. Among other provisions, Section 3.5(a) of the Partnership
Agreement provides that Interests "may be assigned only with the consent of the
General Partner in its sole discretion." From the outset of the Partnership, the
General Partner has refused to consent to any transfer if, in the sole
discretion and judgment of the General Partner, the transfer would be transacted
on, or treated as transacted on, a secondary market or the substantial
equivalent thereof or would cause the aggregate transfers to exceed permissible
safe harbor limits on the trading of interests under administrative
interpretations under Section 7704 of the Code. The provisions of the
Partnership Agreement together with advice the General Partner and the
Partnership have received from its outside tax consultants at Arthur Andersen
LLP, form the basis for the General
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Partner's policy to deny transfers of Interests if such transfers would exceed
the 5% IRS safe harbor.
This policy of limiting transfers to the 5% IRS safe harbor may have the
effect of limiting the number of Interests that can be transferred pursuant to
the Offer. As of the date of this Statement, transfers of 6,602 Interests
already have been processed during the 1998 tax year of the Partnership and,
accordingly, only 1,398 Interests remain available for transfer during the
remainder of this 1998 tax year. The General Partner anticipates that additional
transfers of Interests may be effected in the new tax year of 1999.
Throughout the term of the Partnership, all distributions to limited partners
of the Partnership from the net proceeds of the sales of the Partnership's cable
television systems have been made to the Partnership's limited partners of
record as of the closing dates of the sales of the systems. Likewise, all
distributions to limited partners of the Partnership from the net proceeds of
the sales of the Buffalo System, the Calvert County System and the Naperville
System will be made to the Partnership's limited partners of record as of the
closing dates of the sales of these systems. Limited partners who tender their
Interests to Madison pursuant to the Offer prior to the record date for sale
distributions will not receive distributions from such sales.
In addition, limited partners are advised that because transferees of
Interests following the closing date of the sale of the final cable television
system owned by the Partnership would not be entitled to any distributions from
the Partnership, transfers of Interests following the closing date of the sale
of the final system held by the Partnership would have no economic value. The
General Partner therefore has determined that, pursuant to the authority granted
to it by Section 3.5(a)(1) of the Partnership Agreement, it will not approve any
transfers of Interests following the closing of the sale of the Partnership's
last cable television system. Transfers of Interests pursuant to registered or
unregistered tender offers, in the secondary market or otherwise will therefore
not be possible following the closing the sale of the Partnership's last cable
television system, which is expected to occur before the end of the first
quarter of 1999.
Secondary market sales activity for the Interests, including privately
negotiated sales, has been limited and sporadic. The Partnership's Annual Report
on SEC Form 10-K for the fiscal year ended December 31, 1997 states that "there
is no public market for the limited partnership interests and it is not expected
that a market will develop in the future." Privately negotiated sales and sales
through intermediaries (e.g., through the matching services for buyers and
sellers of
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partnership interests operated by certain firms unaffiliated with the General
Partner and the Partnership) currently are the primary means available to a
limited partner to liquidate an investment in the Interests (other than tender
offers to purchase, including the Offer) because the Interests are not listed or
traded on any exchange or quoted on any NASDAQ list or system. Because there has
never been an established trading market for the Interests, the General Partner
and the Partnership do not have access to any reliable, official information
about the historical or current market prices for the Interests in the very
limited secondary market where the Interests from time to time have been sold.
The General Partner believes that the secondary market deeply discounts the
underlying value of the Interests due to their highly illiquid nature.
Therefore, even if trading information were available, the historical or current
market prices for the Interests would not necessarily be indicative of the value
of the Interests and/or the Partnership's cable television system assets.
During the past several years, however, several limited partners of the
Partnership who are not in any other way affiliated with the Partnership or the
General Partner conducted unregistered tender offers for interests in the
Partnership at prices ranging from $160 per Interest to $305 per Interest.
Madison and/or an affiliate conducted an unregistered tender offer for Interests
at a price of $305 per Interest pursuant to which Madison and its affiliates
acquired approximately 7,838 Interests, approximately 4.95% of the outstanding
Interests.
15
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Description
- -------------- -----------
(a)(1) Letter dated November 13, 1998, from the Partnership and Jones
Intercable, Inc. to the limited partners of Cable TV Fund 14-A,
Ltd.
(c)(1) Limited Partnership Agreement of Cable TV Fund 14-A, Ltd. made
and entered into as of February 4, 1987, by and between Jones
Intercable, Inc., a Colorado corporation, as general partner and
the limited partners (previously filed with the Securities and
Exchange Commission as Exhibit 3 to the Partnership's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987
(File No. 0-15378) filed in March 1988 and hereby incorporated
herein by reference).
(c)(2) Item 13. Certain Relationships and Related Transactions on pages
53 and 54 of the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (previously filed with
the Securities and Exchange Commission (File No. 0-15378) in
March 1998 and hereby incorporated herein by reference).
(c)(3) Letter Agreement dated October 8, 1997 by and among Jones
Intercable, Inc., Cable TV Fund 14-A, Ltd. and Madison/AG
Partnership Value Partners II relating to prior unregistered
tender offers for Interests by affiliates of Madison.
16
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
CABLE TV FUND 14-A, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.,
its general partner, a Colorado
corporation
By: /s/ James B. O'Brien
----------------------------------
James B. O'Brien
President
JONES INTERCABLE, INC., a
Colorado corporation
By: /s/ Kevin P. Coyle
------------------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: November 13, 1998
17
<PAGE>
Exhibit(a)(1)
November 13, 1998
Dear Limited Partner of Cable TV Fund 14-A, Ltd.:
Cable TV Fund 14-A, Ltd., a Colorado limited partnership (the
"Partnership"), and Jones Intercable, Inc., a Colorado corporation and the
general partner of the Partnership (the "General Partner"), have reviewed the
unsolicited tender offer to purchase limited partnership interests of the
Partnership (the "Interests") for a purchase price of $230 per Interest (the
"Offer") made by Madison Liquidity Investors 104, LLC, a Delaware limited
liability company ("Madison"), on October 30,1998. The Partnership and the
General Partner have filed with the Securities and Exchange Commission a
Recommendation Statement on Schedule 14D-9 relating to the Offer. A copy of that
Recommendation Statement on Schedule 14D-9 is enclosed with this letter and it
should be carefully reviewed by each limited partner. As more fully described in
the Recommendation Statement on Schedule 14D-9, the Partnership and the General
Partner are making no recommendation as to whether limited partners should
tender their Interests in response to the Offer. For those limited partners who
have no current need for liquidity and expect to retain their Interests in the
Partnership through an anticipated orderly liquidation of the Partnership by the
end of 1999, the Offer may be inadequate and not in their best interests. For
those limited partners who have an immediate need for liquidity or who conclude
that the risks of a longer holding period are significant, however, the Offer
may indeed be adequate and in their best interests.
In considering whether to tender Interests, the Partnership and the General
Partner believe that limited partners should carefully consider all of the facts
and circumstances and should review all available information. Factors that
could affect a limited partner's decision may include, but are by no means
limited to, the following:
. All of the Partnership's cable television systems are in various stages of
being sold, and the General Partner currently estimates that the closing of
the sales will occur during the first quarter of 1999.
. Aggregate cash distributions to limited partners from the net proceeds of the
pending system sales are currently estimated to be at least $350 per
Interest, an amount substantially greater than the $230 per Interest that
Madison is offering.
. Distributions of a substantial portion of the net sales proceeds are expected
to be made by the end of the first quarter of 1999.
. Limited partners who sell any Interests to Madison pursuant to the Offer will
not receive any distributions to be made from the pending system sales.
<PAGE>
. As set forth in the materials you received from Madison, Madison is making
its Offer for investment purposes and with the intention of making a profit
from its ownership of the Interests.
. Limited partners who desire to sell their Interests have other means of doing
so, including by tendering Interests to Smithtown Bay, LLC, which is
conducting an unregistered tender offer pursuant to which it is offering to
purchase Interests at a purchase price of $265 per Interest.
To the extent that you have previously tendered Interests pursuant to
Madison's Offer, you should consider that you have a right to withdraw your
tender by following the procedures set forth under "Section 5. Withdrawal
Rights" in Madison's Offer to Purchase dated October 30, 1998. Madison's Offer
to Purchase provides that Interests tendered pursuant to Madison's Offer may be
withdrawn at any time prior to the Offer's expiration date. For withdrawal to be
effective, a written notice of withdrawal must be timely received by Madison's
transfer agent, Gemisys Tender Services at 7103 South Revere Parkway, Englewood,
Colorado 80112 before Madison's Offer expires. Any such notice of withdrawal
must specify the name of the person who tendered the Interests to be withdrawn
and must be signed by the person(s) who signed the Agreement of Assignment and
Transfer in the same manner as the Agreement of Assignment and Transfer was
signed and it must also contain a medallion signature guarantee.
The attached Recommendation Statement on Schedule 14D-9 expands upon the
reasons for the neutral position taken by the Partnership and the General
Partner concerning Madison's Offer, and contains additional information about
the potential risks to limited partners from their continuing to hold their
Interests through the planned liquidation of the Partnership. We urge you to
read the Schedule 14D-9 carefully.
Very truly yours,
Cable TV Fund 14-A, Ltd.,
a Colorado limited partnership
By: Jones Intercable, Inc., a
Colorado corporation,
its General Partner
<PAGE>
Exhibit(c)(3)
October 8, 1997
Ronald Dickerman
Bryan E. Gordon
Madison/AG Partnership Value Partners II
c/o Madison Avenue Capital Group LLC
555 Fifth Avenue - Ninth Floor
New York, New York 10017
Re: Cable TV Fund 14-A, Ltd.
Request for Limited Partnership List
Dear Messrs. Dickerman and Gordon:
I am writing to respond, on behalf of Jones Intercable, Inc. (the
"General Partner"), to your request for a list of the names, addresses and
related interest holdings of the limited partners of Cable TV Fund 14-A, Ltd.
(the "Partnership"). As you have been made aware, the General Partner carefully
limits access to this information to protect the confidentiality interests of
the Partnership and its limited partners and to guard against any possible
commercial exploitation of the list or its use for any other improper or non-
partnership purpose.
Our records indicate that Madison/AG Partnership Value Partners II
("Madison") is a limited partner of the Partnership. Based on your
representation to the General Partner that Madison intends to use the list for
the sole purpose of seeking to increase Madison's ownership in the Partnership
via a limited tender offer, and subject to Madison's agreeing to the terms and
conditions set forth in this letter agreement, the General Partner will provide
you with a list of names, addresses and related interest holdings of the limited
partners of the Partnership.
<PAGE>
Ronald Dickerman
Bryan E. Gordon
October 8, 1997
Page 2
1. Within 10 business days of the General Partner's receipt of a
fully executed original of this letter agreement, the General Partner will
deliver to Madison a list of the names and addresses of the limited partners
with the number of partnership interests held by each limited partner in the
Partnership. The parties agree that, to the extent any list delivered pursuant
to this letter agreement reflects a limited partner's interest as being held by
a custodian, the General Partner shall be deemed to have satisfied its
obligation under this letter agreement by identifying each custodian.
2. Madison acknowledges that the information being provided by the
General Partner relating to the Partnership pursuant to this letter agreement
constitutes confidential and proprietary information of the General Partner
and/or the Partnership. Madison agrees that the list of limited partners
obtained by it pursuant to this letter agreement shall be used solely for the
purpose of contacting limited partners of the Partnership to inquire as to
whether they wish to sell their interests in the Partnership to Madison or one
of its affiliates and for no other purpose. Madison, its general partners,
officers, directors, principals, agents and affiliates will make all reasonable
efforts to safeguard the list and the information contained therein from
disclosure to third parties, and will not furnish the list or the information
contained therein to any other person or entity. This letter agreement,
including this paragraph relating to confidentiality and the uses to which the
partnership list may be put, shall be binding upon Madison, its general
partners, officers, directors, principals, agents and affiliates, and shall
survive the termination of the limited tender offer contemplated to be
undertaken by Madison for a period of two (2) year.
3. Madison represents that all limited partnership interests of
the Partnership acquired by it pursuant to the proposed limited tender offer
will be acquired for investment purposes only and not with an intention to
resell the interests.
4. In order to avoid disrupting the possible sale of all or
substantially all of the Partnership's assets and any required vote of the
limited partners of the Partnership, Madison agrees that on any proposal or
issue submitted to a vote of the Partnership's limited partners, Madison will
vote all of
<PAGE>
Ronald Dickerman
Bryan E. Gordon
October 8, 1997
Page 3
its limited partnership interests in the Partnership in the same manner as the
majority of all other limited partners who vote on any such proposal or issue.
5. Madison represents that, for the period commencing as of the date
of this letter agreement and continuing for 12 months thereafter, Madison and
any person or entity controlled, managed or advised by it shall not in any
manner acquire, attempt to acquire or make a proposal to acquire, directly or
indirectly, more than a 5 % interest in the Partnership.
6. Madison agrees to limit its purchases of limited partnership
interests in any tax year of the Partnership so as not to cause the Partnership
to be treated as a publicly traded partnership within the meaning of Section
7704 of the Internal Revenue Code. Madison will not ask the General Partner to
approve any transfers of interests in the Partnership in any tax year of the
Partnership if such transfers, together with all other transfers made during
such tax year, would cause transfers of interests in the Partnership to exceed
the 5% safe harbor set forth in Paragraph II, Section C(1) of Internal Revenue
Service Notice 88-75.
7. Madison agrees that the price offered by it for limited partnership
interests in the Partnership pursuant to the proposed limited tender offer will
be no less than $280 per limited partnership interest.
8. Madison agrees that any communication it sends to any limited
partner identified on the list of limited partners of the Partnership being
provided to Madison by the General Partner pursuant to this letter agreement
shall expressly state that "Neither Jones Intercable, Inc., the general partner
of Cable TV Fund 14-A, Ltd., nor Cable TV Fund 14-A, Ltd. or their respective
affiliates or subsidiaries are parties to this offer." Madison further agrees
that it shall provide to Jones Intercable, Inc., 9697 East Mineral Avenue, P.O.
Box 3309, Englewood, Colorado 80115-3309, Attn: David K. Zonker (facsimile (303)
790-9021) a copy of any correspondence that Madison proposes to send to any
limited partner of the Partnership PRIOR TO USE.
9. Madison agrees to pay all costs incurred by the Partnership in
connection with the production of the list and the processing of transfers
<PAGE>
Ronald Dickerman
Bryan E. Gordon
October 8, 1997
Page 4
related to Madison's limited tender offer, including, without limitation, all
printing, mailing, personnel and other administrative expenses incurred by the
Partnership in connection with such limited tender offer (i) to the extent that
such costs are not covered by the transfer fees paid by Madison in connection
with Madison's limited tender offer for interests in the Partnership and (ii) in
an amount not to exceed $5,000. Madison further agrees that the transfer of
interest forms to be used by it in connection with the limited tender offer will
conform in all respects to the transfer of interest processes approved for use
by the General Partner, including, without limitation, the requirements for
guaranteed signatures of transferors and transferees.
10. Madison agrees that it will return the list of limited partners of
the Partnership to the General Partner (without making any copies thereof)
within 10 business days of the completion of Madison's limited tender offer.
If the foregoing terms and conditions are acceptable to you, please
indicate your agreement to each of the terms and conditions by signing the
enclosed duplicate original of this letter agreement in the space provided below
and returning it to the undersigned at your earliest convenience. Please also
remit a check for $150.00 payable to Jones Intercable, Inc. to cover the costs
of creating, producing and mailing the list of the Partnership's limited
partners.
JONES INTERCABLE, INC.,
on its own behalf and
as general partner of
Cable TV Fund 14-A, Ltd.,
a Colorado limited partnership
By: /s/ Elizabeth Steele
------------------------------------
Elizabeth Steele
Vice President and Secretary
<PAGE>
Ronald Dickerman
Bryan E. Gordon
October 8, 1997
Page 5
Madison/AG Partnership Value Partners II hereby agrees to each and all of the
terms and conditions set forth above
By: /s/ Bryan E. Gordon
---------------------------------
Name: Bryan E. Gordon
------------------------------
Title: Managing Director
------------------------------
Date: 12/9/97
------------------------------
