<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
[X] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CABLE TV FUND 11-D, LTD.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Limited
Partnership Interests
(2) Aggregate number of securities to which transaction applies: 50,000
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): Pursuant to
Rule 0-11(c)(2), the transaction valuation is based upon the
Registrant's 47 percent interest in the $16,122,333 sales price that is
to be paid to Cable TV Joint Fund 11 by Jones Intercable, Inc. in
connection with the transaction that is the subject of the proxy
solicitation.
(4) Proposed maximum aggregate value of the transaction to the Registrant:
$7,577,497
(5) Total fee paid: $1,516
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF JONES INTERCABLE APPEARS HERE]
9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
NOTICE OF VOTE OF THE LIMITED PARTNERS OF CABLE TV FUND 11-D, LTD.
To the Limited Partners of Cable TV Fund 11-D, Ltd.:
A special vote of the limited partners of Cable TV Fund 11-D, Ltd. (the
"Partnership") is being conducted through the mails on behalf of the
Partnership by Jones Intercable, Inc., the general partner of the Partnership,
for the purpose of obtaining limited partner approval of the sale, to a wholly
owned subsidiary of Jones Intercable, Inc., of the Manitowoc, Wisconsin cable
television system (the "Manitowoc System") owned by Cable TV Joint Fund 11, a
joint venture in which the Partnership has a 47 percent ownership interest,
for $16,122,333 in cash, subject to normal closing adjustments. Information
relating to this matter is set forth in the accompanying Proxy Statement.
If the limited partners approve the proposed sale of the Manitowoc System
and if the transaction is closed, the net sale proceeds will be distributed to
the four constituent partnerships of Cable TV Joint Fund 11 in proportion to
their ownership interests. The Partnership accordingly will receive 47 percent
of such proceeds, estimated to total approximately $9,050,322, and the
Partnership will distribute this portion of the net sale proceeds to its
partners of record as of June 30, 1997. It is estimated that the limited
partners will receive $139 for each $500 limited partnership interest, or $278
for each $1,000 invested in the Partnership. The Partnership then will be
dissolved and liquidated.
Only limited partners of record at the close of business on April 30, 1997
are entitled to notice of, and to participate in, this vote of limited
partners.
It is very important that all limited partners participate in the voting.
Cable TV Joint Fund 11's ability to complete the transaction discussed in the
Proxy Statement and the Partnership's ability to make a distribution to its
partners of its portion of the net proceeds of the sale of the Manitowoc
System pursuant to the terms of the Partnership's limited partnership
agreement are dependent upon the approval of the transaction by the holders of
a majority of the Partnership's limited partnership interests.
Jones Intercable, Inc., as general partner of the Partnership, urges you to
sign and return the enclosed proxy as promptly as possible. The proxy should
be returned in the enclosed envelope.
JONES INTERCABLE, INC.
General Partner
[SIGNATURE OF ELIZABETH M. STEELE APPEARS HERE]
Elizabeth M. Steele
Secretary
Dated: May 13, 1997
<PAGE>
[LOGO OF JONES INTERCABLE APPEARS HERE]
9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
PROXY STATEMENT
VOTE OF THE LIMITED PARTNERS OF CABLE TV FUND 11-D, LTD.
This Proxy Statement is being furnished in connection with the solicitation
of the written consents of the limited partners of Cable TV Fund 11-D, Ltd.
(the "Partnership") by Jones Intercable, Inc., the general partner of the
Partnership (the "General Partner"), on behalf of the Partnership, for the
purpose of obtaining limited partner approval of the sale of the Manitowoc,
Wisconsin cable television system (the "Manitowoc System") owned by Cable TV
Joint Fund 11 (the "Venture"), a joint venture in which the Partnership has a
47 percent ownership interest, for $16,122,333 in cash, subject to normal
working capital closing adjustments. The Manitowoc System is proposed to be
sold to a wholly owned subsidiary of the General Partner.
Proxies in the form enclosed, properly executed and duly returned, will be
voted in accordance with the instructions thereon. Limited partners are urged
to sign and return the enclosed proxy as promptly as possible. Proxies cannot
be revoked except by delivery of a proxy dated as of a later date. Officers
and other employees of the General Partner may solicit proxies by mail, by
fax, by telephone or by personal interview. The deadline for the receipt of
proxy votes is June 15, 1997, unless extended, but the vote of the
Partnership's limited partners will be deemed to be concluded on the date that
the General Partner, on behalf of the Partnership, is in receipt of proxies
executed by the holders of a majority of the limited partnership interests
either consenting to or disapproving of the proposed transaction, as the case
may be.
The Partnership has only one class of limited partners and no limited
partner has a right of priority over any other limited partner. The
participation of the limited partners is divided into limited partnership
interests and each limited partner owns one limited partnership interest for
each $500 of capital contributed to the Partnership.
As of April 30, 1997, the Partnership had 50,000 limited partnership
interests outstanding held by approximately 4,007 persons. There is no
established trading market for such interests. To the best of the General
Partner's knowledge, no person or group of persons beneficially own more than
five percent of the limited partnership interests. The General Partner owns 11
limited partnership interests. Officers and directors of the General Partner
own no limited partnership interests.The 11 limited partnership interests
owned by the General Partner will be voted in favor of the proposed
transaction. Only limited partners of record at the close of business on April
30, 1997 will be entitled to notice of, and to participate in, the vote.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS
OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<PAGE>
As of the date of this proxy statement, the Partnership's only asset is its
47 percent ownership interest in the Venture. Cable TV Fund 11-A, Ltd. has an
18 percent ownership interest in the Venture, Cable TV Fund 11-B, Ltd. has an
8 percent ownership interest in the Venture and Cable TV Fund 11-C, Ltd. has a
27 percent ownership interest in the Venture. As of the date of this proxy
statement, the Venture's only asset is the Manitowoc System. Upon the
consummation of the proposed sale of the Manitowoc System, the Venture will
pay all of its indebtedness, which totalled approximately $3,679 at December
31, 1996, and then the net sale proceeds will be distributed to the four
constituent partnerships of the Venture in proportion to their ownership
interests in the Venture. The Partnership accordingly will receive 47 percent
of such proceeds, estimated to total approximately $9,050,322, and the
Partnership will distribute its portion of the net sale proceeds to its
partners of record as of June 30, 1997. Because limited partners have already
received distributions in an amount in excess of the capital initially
contributed to the Partnership by the limited partners, the Partnership's
portion of the net proceeds from the Manitowoc System's sale will be
distributed 75 percent to the limited partners and 25 percent to the General
Partner. Based upon pro forma financial information as of December 31, 1996,
as a result of the Manitowoc System's sale, the limited partners of the
Partnership, as a group, will receive approximately $6,944,099 and the General
Partner will receive approximately $2,106,223. Limited partners will receive
$139 for each $500 limited partnership interest, or $278 for each $1,000
invested in the Partnership, from the Partnership's portion of the net
proceeds of the Manitowoc System's sale. Once the Partnership has completed
the distribution of its portion of the net proceeds from the sale of the
Manitowoc System, limited partners of the Partnership will have received a
total of $1,119 for each $500 limited partnership interest, or $2,238 for each
$1,000 invested in the Partnership, taking into account the prior distribution
to limited partners made in 1990.
After the Partnership distributes its portion of the proceeds from the sale
of the Manitowoc System to its partners, the Partnership will be dissolved and
liquidated. Thus, as a result of the sale of the Manitowoc System by the
Venture, the Partnership will cease to be a public entity subject to the
informational reporting requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
Limited partners should note that there are certain income tax consequences
of the proposed sale of the Manitowoc System, which are outlined herein under
the caption "Federal Income Tax Consequences."
The Board of Directors of the General Partner has approved the proposed sale
of the Manitowoc System and the General Partner recommends approval of the
transaction by the holders of the Partnership's limited partnership interests.
In determining the fairness of the proposed transaction, the General Partner
followed the procedures mandated by Section 2.3(b)(iv)(b) of the Partnership's
limited partnership agreement (the "Partnership Agreement"), which provides
that the Partnership's cable television systems may be sold to the General
Partner or to one of its affiliates if the price paid by the General Partner
or such affiliate is not less than the average of three separate independent
appraisals of the fair market value of the system to be sold. In addition,
pursuant to a commitment made by the General Partner on behalf of the
Partnership to the State of Wisconsin in 1983 in connection with that state's
blue sky clearance of the initial public offering of interests in the
Partnership, a public bidding process must be followed in the event the
General Partner or one or more of its affiliates desires to purchase a cable
system owned by the Partnership. Because the Venture solicited bids in a
public bidding process, which is now closed, the General Partner was the only
bidder and the purchase price to be paid by the General Partner is equal to
the average of three separate independent appraisals of the fair market value
of the Manitowoc System, the Board of Directors of the General Partner has
concluded that the consideration to be paid to the Venture for the Manitowoc
System is fair to all unaffiliated limited partners of the Partnership.
The proposal that is the subject of this proxy solicitation will be adopted
only if approved by the holders of a majority of the limited partnership
interests. Each limited partnership interest entitles the holder thereof to
one vote on the proposal. Because the Partnership Agreement requires that the
proposal to sell the Manitowoc System be approved by the holders of a majority
of the limited partnership interests, abstentions and non-votes will be
treated as votes against the proposal. Because limited partners do not have
dissenters' or appraisal rights in connection with the proposed sale of the
Manitowoc System, if the holders of a majority of the limited partnership
interests approve the proposal, all limited partners will receive a
distribution of the Partnership's portion of the net sale proceeds in
accordance with the procedures prescribed by the Partnership Agreement
regardless of how or whether they vote on the proposal.
2
<PAGE>
The General Partner has also prepared proxy statements that are being
delivered to the limited partners of Cable TV Fund 11-A, Ltd., Cable TV Fund
11-B, Ltd. and Cable TV Fund 11-C, Ltd. in connection with their votes to
approve the sale of the Manitowoc System by the Venture to the General
Partner. The closing of the sale of the Manitowoc System will occur only if
the transaction is approved by the holders of a majority of the limited
partnership interests of each of the four constituent partnerships of the
Venture. Copies of the proxy statements being delivered to the limited
partners of the Venture's other constituent partnerships have been filed with
the Securities and Exchange Commission and can be obtained either from the
public reference section of the Commission at prescribed rates or from the
General Partner without charge upon written request to Elizabeth M. Steele,
Secretary, Jones Intercable, Inc., 9697 East Mineral Avenue, Englewood,
Colorado 80112, (303) 792-3111.
The approximate date on which this Proxy Statement and Form of Proxy are
being sent to limited partners is May 13, 1997.
SPECIAL FACTORS
THE PARTNERSHIP'S INVESTMENT OBJECTIVES
The Partnership was formed to acquire, develop, operate and, ultimately,
sell cable television systems. The primary objectives of the Partnership have
been to obtain capital appreciation in the value of the Partnership's cable
television properties; to generate tax losses that could be used to offset
taxable income of limited partners from other sources; and to obtain equity
build-up through debt reduction. It was contemplated from the outset of the
Partnership's existence that capital appreciation in Partnership cable
television properties would be converted to cash by a sale of such properties
after a holding period of approximately five to seven years. It also was
contemplated from the outset of the Partnership's existence that the General
Partner could be the purchaser of the Partnership's cable television
properties. Due to the City of Manitowoc's refusal to consent to the transfer
of the Manitowoc System's franchise when the General Partner attempted to sell
the Manitowoc System in 1990, the resulting legal action against the City and
the protracted franchise renewal negotiations, the Manitowoc System has been
held by the Venture for almost 13 years.
The purpose of the sale of the Manitowoc System, from the Partnership's
perspective, is to attain the Partnership's primary investment objective with
respect to the Manitowoc System, i.e., to convert the Partnership's capital
appreciation in the Manitowoc System to cash, and to allow the Partnership to
be dissolved and liquidated. The sale proceeds will be used to repay all
outstanding indebtedness of the Venture, with the remaining sale proceeds to
be distributed to the four constituent partnerships of the Venture. The
Partnership in turn will distribute its portion of the net sale proceeds to
the partners of the Partnership in accordance with the distribution procedures
established by the Partnership Agreement. The sale of the Manitowoc System is
thus the necessary final step in the Partnership's accomplishment of its
investment objectives.
PRIOR ACQUISITIONS AND SALES
The Partnership was formed in January 1984 as a Colorado limited partnership
in connection with a public offering of its limited partnership interests. The
Partnership invested $21,100,000 of limited partner capital contributions in
the Venture, through which it acquired a 47 percent ownership interest in the
Venture. In April 1984, the Venture acquired the cable television systems
serving the communities of Cedarburg, Green Bay, Hustisford, Janesville,
Manitowoc, West Allis, Waupaca and their surrounding areas, all in the State
of Wisconsin. The Venture also acquired an interest in the Kenosha, Wisconsin
cable television franchise and subsequently constructed the Kenosha system.
Except for the Manitowoc System, which is still owned by the Venture, all of
these systems have been sold.
In September 1989, Total TV of Kenosha, a Wisconsin limited partnership in
which the Venture had a 75 percent ownership interest as both the general
partner and a limited partner, sold its cable television system serving the
Kenosha, Wisconsin area to an affiliate of the General Partner. Proceeds to
the Venture from this sale, which totaled approximately $31,828,700, were used
to repay $30,600,000 of the Venture's outstanding
3
<PAGE>
obligations under its credit facility. Certain minority investors in Total TV
of Kenosha, which were not affiliated with the Venture, the Partnership or the
General Partner, received approximately $5,171,100 from the sale. No
distributions to the four partnerships participating in the Venture were made
from the proceeds of the sale of the Kenosha, Wisconsin system.
In June 1990, the Venture sold its remaining Wisconsin cable television
systems, except for the Manitowoc System. These Wisconsin systems were sold to
an affiliate of the General Partner. Proceeds from that sale, which totaled
approximately $178,600,000, were used to repay all of the Venture's then
outstanding indebtedness in connection with its Wisconsin systems and to make
distributions in June 1990 to the four partnerships participating in the
Venture. The Partnership subsequently distributed its $49,016,548 share of the
sale proceeds to its limited partners. Limited partners of the Partnership
received a distribution of $980 per $500 limited partnership interest, or
$1,961 per $1,000 invested in the Partnership, as a result of the June 1990
sale of these Wisconsin systems.
The Manitowoc System was not sold in 1990 only because the City of Manitowoc
refused to consent to the transfer of the Manitowoc franchise on terms
acceptable to the then-proposed buyer. A dispute arose about a provision of
the Manitowoc franchise that the City claimed allowed the City to acquire the
Manitowoc System upon expiration of the franchise in 1995. In April 1991, the
Venture took legal action against the City seeking a declaration as to whether
the buy-out right was enforceable under federal law. In February 1993, the
court ruled in favor of the Venture and found that the buy-out right would not
be triggered upon the expiration of the franchise, assuming the franchise is
renewed. The court did not determine the question of whether the buy-out right
was enforceable per se under federal law. The City appealed the decision. In
October 1993, however, the City and the Venture settled the legal action and
the appeal was dismissed. In the settlement agreement, the City conceded that
its buy-out right was not applicable in the event the franchise is renewed and
represented to the Venture that the City knew of no reason for non-renewal of
the franchise. The original term of the Manitowoc franchise expired in 1995
and the Manitowoc System was operated through most of 1996 pursuant to
temporary franchise extensions. In November 1996, however, the City agreed to
renew the Manitowoc franchise for a period of five years beginning January 1,
1997 and, at the same time, the City approved the transfer of the franchise
from the Venture to the General Partner provided that the transfer occurs no
later than June 30, 1997.
The Partnership has made one prior distribution to its limited partners: the
June 1990 distribution of the Partnership's portion of the net proceeds of the
sale of the Venture's Cedarburg, Green Bay, Hustisford, Janesville, West Allis
and Waupaca, Wisconsin systems. The Partnership intends to make a distribution
of the Partnership's portion of the net proceeds of the sale of the Venture's
Manitowoc System. Following this distribution, the Partnership will be
dissolved and liquidated.
THE GENERAL PARTNER'S OBJECTIVES
The purpose of the transaction, from the General Partner's perspective, is
to enable the Venture to sell the Manitowoc System at a fair price and to
enable the partnerships that comprise the Venture thereafter to be dissolved
and liquidated in accordance with their investment objectives. Since 1990,
when the original sale of the Manitowoc System was frustrated by the refusal
of the City of Manitowoc to consent to the transfer of the Manitowoc System on
terms acceptable to the then-proposed buyer, the General Partner has sought,
on the Venture's behalf, through both negotiations and litigation with the
City, to resolve the dispute with the City about the City's purported buy-out
right and to obtain a new franchise for the Manitowoc System that contained
commercially reasonable terms that in turn would enable the Venture to find a
buyer for the Manitowoc System at a fair price.
Following the settlement of the Venture's lawsuit against the City in
October 1993 and the subsequent commencement of franchise renewal
negotiations, in 1995 the General Partner identified Time Warner Entertainment
Company, L.P. ("Time Warner"), an unaffiliated cable television system
operator, as a potential purchaser of the Manitowoc System because of the
proximity of certain of Time Warner's cable television systems to the
Manitowoc System. In discussions between the General Partner and Time Warner
about the sale of the Manitowoc System, Time Warner indicated that it was
interested in acquiring the Manitowoc System from
4
<PAGE>
the Venture but Time Warner informed the General Partner that it was not
willing to purchase the Manitowoc System for cash. Time Warner offered instead
to trade a cable system it owned for the Manitowoc System. Because a trade
between the Venture and Time Warner would not have enabled the Venture to
accomplish its investment objective of converting its capital appreciation in
the Manitowoc System to cash, and would have resulted in the Venture owning
yet another cable system, the General Partner determined that the Venture
could not agree to trade the Manitowoc System for a Time Warner system. To
enable the Venture to convert its investment in the Manitowoc System to cash,
the General Partner agreed to acquire the Manitowoc System from the Venture
and then trade it for a Time Warner system that the General Partner determined
that it would like to own. Because of the requirements of the Partnership
Agreement, the General Partner had the Manitowoc System appraised by three
independent appraisers and conducted a public bidding process so that the
General Partner could enter into a purchase and sale agreement with the
Venture for the General Partner's acquisition of the Manitowoc System. On
September 5, 1995, the Venture and the General Partner entered into a purchase
and sale agreement providing for the sale of the Manitowoc System to the
General Partner for a sales price of $15,735,667, which was the General
Partner's bid for the Manitowoc System and the average of the original three
appraisals. Because the term of the cable franchise with the City expired in
October 1995, Time Warner was only willing to acquire the Manitowoc System in
a trade with the General Partner if the franchise could be renewed for an
extended period of time on terms acceptable to Time Warner. Discussions
between the City and Time Warner facilitated by the General Partner, were held
over a period of several months, but Time Warner and the City were not able to
come to an agreement on terms for the franchise renewal acceptable to both
parties. When the General Partner and Time Warner concluded that the issues
between the City and Time Warner were unresolvable, in early 1996, the
discussions with the City were discontinued. As a result of this impasse, the
proposed purchase of the Manitowoc System by the General Partner and the
subsequent trade of the Manitowoc System to Time Warner did not occur within
the time period prescribed by the General Partner's agreement with Time
Warner.
Because the General Partner had not intended to acquire the Manitowoc System
for its own account and because the General Partner believed that the Venture
would be able to close a sale of the Manitowoc System to an unaffiliated cable
system operator more quickly than to the General Partner (the General Partner
assumed that a sale of the Manitowoc System to an unaffiliated cable system
operator would move through the limited partner approval processes more
expeditiously), the General Partner sought to identify other possible
purchasers of the Manitowoc System. In mid-1996, the General Partner, on the
Venture's behalf, began negotiating for the sale of the Manitowoc System to
Marcus Cable, a cable system operator like Time Warner with cable systems in
the vicinity of Manitowoc and thus, in the General Partner's opinion, the most
likely unaffiliated purchaser of the Manitowoc System other than Time Warner.
Marcus Cable also indicated to the General Partner that it would only agree to
acquire the Manitowoc System if the franchise granted by the City could be
renewed for an extended period on terms acceptable to Marcus Cable. Like Time
Warner, however, Marcus Cable and the City could not come to an agreement on
the terms for renewal of the Manitowoc franchise and Marcus Cable therefore
declined to enter into an agreement to purchase the Manitowoc System.
Upon the conclusion of the unsuccessful negotiations with Marcus Cable in
September 1996, the General Partner determined that it would go forward with
the acquisition of the Manitowoc System itself to enable the Venture to sell
the Manitowoc System at a fair price and to enable the partnerships that
comprise the Venture to be dissolved and liquidated in 1997. Given the passage
of time between September 5, 1995, the date when the General Partner agreed to
purchase the Manitowoc System from the Venture in order to trade it to Time
Warner, and the termination of negotiations with Marcus Cable in September
1996, i.e., approximately one year, the General Partner determined that it
would be in the best interests of the Venture and the Partnerships to have the
Manitowoc System's appraisals updated from April 1995 to August 1996, but that
re-opening the public bidding process was not necessary or appropriate. The
General Partner agreed that the revised purchase price would be the higher of
its original bid or the average of the updated appraisals. The three appraisal
firms that conducted the original appraisals in April 1995 were asked to
update their appraisals to August 1996, and they did so, although none of the
appraisers physically inspected the Manitowoc System again in August 1996. As
a result of the updated appraisals, the agreement between the General Partner
and the Venture was modified to increase the
5
<PAGE>
purchase price to be paid by the General Partner from $15,735,667 to
$16,122,333, the average of the three updated appraisals. The General Partner
deemed the August 1996 appraisals current, in financial terms, as of September
30, 1996, the date on which the agreement was amended to increase the sales
price. The amendment also extended the General Partner's obligation to
purchase the Manitowoc System to a date no later than June 30, 1997. The
General Partner thereafter renewed its efforts to reach agreement with the
City on the franchise's renewal and transfer and the General Partner
determined that it would seek limited partner approval of the sale and then
proceed with its acquisition of the Manitowoc System so that the Venture and
its constitutent partnerships could be liquidated and dissolved during 1997.
The General Partner has accomplished, or is in the process of completing, each
of these tasks. The General Partner agreed to the franchise provisions that
both Time Warner and Marcus Cable found unacceptable because the City insisted
upon them as a condition to its consent to the renewal of the franchise.
Because the sales price was fixed at the average of three appraisals, the
value of the concessions the General Partner made to the City had no effect on
the sales price to be paid for the Manitowoc System. Upon its acquisition of
the Manitowoc System, the General Partner intends to own and operate it for
the foreseeable future. The General Partner has no current plans to trade or
sell the Manitowoc System to Time Warner, to Marcus Cable or to any other
entity.
RELEVANT PROVISIONS OF THE PARTNERSHIP AGREEMENT
Section 2.2(k) of the Partnership Agreement provides that the sale of all or
substantially all of the Partnership's assets is subject to the approval of
the holders of a majority of the Partnership's limited partnership interests.
Because its investment in the Venture is the Partnership's sole asset, and
because the Manitowoc System is the Venture's sole remaining asset, the sale
of the Manitowoc System to the Purchaser is being submitted for limited
partner approval.
Section 2.3(b)(iv)(b) of the Partnership Agreement permits the Partnership
to sell any or all of its cable television systems directly to the General
Partner or one or more of its affiliates if the system to be sold has been
held by the Partnership for at least three years, unless it is part of, or
related to, another system that has been held for three years, and provided
that the price paid to the Partnership by the General Partner or any such
affiliate is not less than the average of three separate independent
appraisals of the particular cable television system or systems being sold,
and that the cost of such appraisals is not borne by the Partnership. In
addition, pursuant to a commitment made by the General Partner on behalf of
the Partnership to the State of Wisconsin in 1983 in connection with that
state's blue sky clearance of the initial public offering of interests in the
Partnership, a public bidding process must be followed in the event the
General Partner or one or more of its affiliates desires to purchase a cable
system owned by the Partnership. Because the Manitowoc System has been held by
the Venture for at least three years, the General Partner submitted the only
and, therefore, the highest bid received in a public bidding process and the
purchase price to be paid by the General Partner is equal to the average of
three separate independent appraisals of the fair market value of the
Manitowoc System obtained at the General Partner's expense, these requirements
have been satisfied.
PUBLIC BIDDING PROCESS
In the spring of 1995, the General Partner, on behalf of the Venture, put
the Manitowoc System up for public bid. The process established and announced
by the General Partner was the exclusive means of bidding on the Manitowoc
System during the bid period. The General Partner believes that the material
terms of the public bidding process for the sale of the Manitowoc System were
generally within industry norms for soliciting bids for a cable system. The
Jones Group, Ltd., a cable television brokerage firm that is a wholly owned
subsidiary of the General Partner, conducted the public bidding process on
behalf of the Venture instead of the General Partner doing it directly because
the employees of such subsidiary were the most qualified to undertake the
project. The Jones Group, Ltd. placed advertisements soliciting bids for the
Manitowoc System in The Denver Post and The Rocky Mountain News, newspapers of
general circulation, and in Cable World and Multichannel News, cable
television industry trade publications. The advertisement ran daily in The
Denver Post and The Rocky Mountain News from June 2 through June 18, 1995, and
it appeared in the June 5, June 12 and June 19, 1995 editions of the weekly
Cable World and Multichannel News.
6
<PAGE>
The Venture, through The Jones Group, Ltd., specified that: all bids were
required to be in writing and submitted no later than the close of business on
July 7, 1995; all bids were required to state a purchase price that would be
paid in cash at closing; all bids were required to be accompanied by a
certification that the bidder was prepared to sign a purchase and sale
agreement in the form provided by the Venture as part of the bidding process;
all bids were required to be accompanied by current financial statements or
other evidence demonstrating that the bidder had the financial ability to
complete the transaction at the closing on the terms specified in the purchase
and sale agreement; and all bids were required to be accompanied by a
refundable deposit in the form of a certified or cashier's check in an amount
equal to five percent of the purchase price specified in the bid. It was
disclosed to all bidders that the General Partner and its affiliates reserved
the right to submit a bid, and that the General Partner or one of its
affiliates intended to do so. All potential bidders also were informed that
The Jones Group, Ltd. would be reviewing all bids on behalf of the Venture,
and thus would be aware of the identities of all bidders and the dollar
amounts of all bids.
The Jones Group, Ltd. received seventeen inquiries about the Manitowoc
System and it mailed out eleven information packages, but no potential
purchasers asked to tour the Manitowoc System's facilities and no one other
than the General Partner submitted a bid for the Manitowoc System. The General
Partner bid $15,735,667, which represented the average of the three original
appraisals of the Manitowoc System's fair market value as of April 30, 1995
and the minimum bid the General Partner could make under the terms of the
Partnership Agreement. The General Partner complied with all of the bid
requirements, including the submission of a five percent deposit that
currently is being held in escrow and will be refunded if the Venture does not
perform its obligations under the purchase and sale agreement between it and
the General Partner.
Neither the General Partner nor The Jones Group, Ltd. have received any
inquiries regarding the purchase of the Manitowoc System since the close of
the public bidding process in July 1995, although as discussed above the
General Partner has had negotiations with both Time Warner and Marcus Cable
since that date relating to the possible sale of the Manitowoc System. The
General Partner did not re-open the public bidding process in September 1996
at the time it amended its agreement with the Venture to extend the outside
closing date to June 30, 1997 and to increase the purchase price based on the
updated appraisals because, in the General Partner's opinion, these voluntary
actions did not trigger the requirement for a new public bidding process.
REASONS FOR THE TIMING OF THE SALE
The decision to proceed with the sale of the Manitowoc System in 1995 was
based upon the status of the franchise renewal negotiations with the City of
Manitowoc, which the General Partner believed were nearing completion, and the
General Partner's perception that the City was willing to renew the franchise
on commercially reasonable terms and to transfer the franchise to a new system
operator. The General Partner had determined that the Partnership had achieved
its investment objectives with respect to the Manitowoc System in 1990 when it
attempted to sell the Manitowoc System at that time, and the General Partner
had been frustrated in its efforts to sell the Manitowoc System by the City's
refusal until 1995 to engage in serious negotiations to approve the renewal
and transfer the Manitowoc System's cable franchise. The City and the General
Partner, on behalf of the Venture, finally reached agreement on the terms of
the renewal of the Manitowoc System's cable franchise in November 1996
effective as of January 1, 1997. As part of this process, the City also
consented to the transfer of the cable franchise to the General Partner.
The Partnership has a finite legal existence of 17 years, 13 of which have
passed. It was not intended or expected, however, that the Partnership would
hold its cable systems for 17 years. Although it was not possible at the
outset of the Partnership to determine precisely how quickly the investment
objectives with respect to any particular system would be achieved, investors
were informed that the General Partner's past experience with prior
partnerships had shown that five to seven years was the average length of time
from the acquisition of a cable system to its sale. Investors in the
Partnership also were able to examine the track record of the General
Partner's prior partnerships because such track record was set forth in the
prospectus delivered in connection with the Partnership's initial public
offering. At the time of the formation of the Partnership, the track record
showed that prior partnerships had rarely held their cable systems for any
longer than six years.
7
<PAGE>
When investing in the Partnership, by virtue of the provisions of the
Partnership Agreement, the limited partners vested in the General Partner the
right and responsibility to determine when the Partnership's investment
objectives had been substantially achieved. The Manitowoc System was acquired
by the Venture because, in the opinion of the General Partner at the time of
the Manitowoc System's acquisition, it had the potential for capital
appreciation within a reasonable period of time. It is the General Partner's
opinion that during the approximately 13 years that the Manitowoc System has
been held by the Venture, the Partnership's investment objectives with respect
to the Manitowoc System have been achieved. The General Partner used no
specific benchmarks or measurement tools in determining that the Partnership's
investment objectives have been achieved. The General Partner conducted a very
subjective evaluation of a variety of factors including the length of the
holding period, the prospect for future growth as compared to the potential
risks, the cash on cash return to investors, the after-tax internal rate of
return to limited partners and the amount of gain to be recognized on the sale
of assets.
The General Partner generally considered the benefits to the limited
partners that might be derived by holding the Manitowoc System for an
additional period of time. The General Partner assumed that the Manitowoc
System might continue to appreciate in value and, if so, the Manitowoc System
would be able to be sold for a greater sales price in the future. The General
Partner weighed these assumptions against the risks to investors from a longer
holding period, i.e., the risks that regulatory, technology and/or competitive
developments could cause the Manitowoc System to decline in value, which would
result in a lesser sales price in the future. A large holding period would
expose investors to the risk that competition from direct broadcast satellite
companies, telephone companies and/or neighboring cable companies could
diminish the number of subscribers to the Manitowoc System's basic and premium
services, thereby decreasing the value of the Manitowoc System. A large
holding period also would expose investors to the risk that changes in the
regulations promulgated by the governmental agencies that oversee cable
operations could make cable systems a less desirable investment, thereby
decreasing the value of the Manitowoc System. The General Partner's decision
to sell the Manitowoc System was greatly influenced by the fact that the
originally contemplated holding period had been exceeded.
The General Partner is in a better position than the Partnership to bear the
risks of investment in the Manitowoc System.The Partnership is limited in its
ability to obtain additional equity financing, in part because the limited
partnership interests are non-assessable. The Partnership Agreement also
contains limits on the amounts that the Partnership can borrow. And the
Partnership has only one asset, its interest in the Venture, and the Venture's
only asset is the Manitowoc System, all of which gives the Partnership limited
collateral for borrowings. The General Partner, on the other hand, is one of
the nation's largest cable television companies with longer term objectives.
For example, if significant competition to the Manitowoc System were to
develop, the General Partner would be in a better position than the
Partnership and the Venture to finance the marketing campaigns or
technological improvements necessary to meet such competition.
Therefore, in light of all of the above factors, the General Partner has
determined that now is the appropriate time for the Partnership to convert its
capital appreciation in the Manitowoc System to cash through the sale of the
Venture's Manitowoc System.
CERTAIN EFFECTS OF THE SALE
Upon consummation of the sale of the Manitowoc System, the proceeds of the
sale will be used to repay all indebtedness of the Venture and then the
Venture will distribute the remaining net sale proceeds to the four
constituent partnerships of the Venture in proportion to their ownership
interests in the Venture and then the Partnership will distribute its portion
of the net sale proceeds to its limited partners and to the General Partner
pursuant to the terms of the Partnership Agreement. Because limited partners
have already received distributions in an amount in excess of the capital
initially contributed to the Partnership by the limited partners, the net
proceeds from the Manitowoc System's sale will be distributed 75 percent to
the limited partners and 25 percent to the General Partner. Based upon the pro
forma financial information as of December 31, 1996, as a result of the
Manitowoc System's sale, the limited partners of the Partnership, as a group,
will receive approximately $6,944,099 and the General Partner will receive
approximately $2,106,223. Limited partners will receive $139
8
<PAGE>
for each $500 limited partnership interest, or $278 for each $1,000 invested
in the Partnership, from the Partnership's portion of the net proceeds of the
Manitowoc System's sale. Once the distributions of the net proceeds from the
sale of the Manitowoc System have been made, limited partners will have
received a total of $1,119 for each $500 limited partnership interest, or
$2,238 for each $1,000 invested in the Partnership, taking into account the
prior distribution to limited partners made in 1990. Both the limited partners
and the General Partner will be subject to federal income tax on the income
resulting from the sale of the Manitowoc System. See the detailed information
below under the caption "Federal Income Tax Consequences."
Another effect of the sale is that it will result in a wholly owned
subsidiary of the General Partner acquiring the Manitowoc System. As the
general partner of the Partnership, the General Partner earns management fees
and receives reimbursement of its direct and indirect expenses allocable to
the operation of the Manitowoc System. The General Partner's right to receive
such fees and reimbursements will terminate on the sale of the Manitowoc
System.
Neither Colorado law nor the Partnership Agreement afford dissenters' or
appraisal rights to limited partners in connection with the proposed sale of
the Manitowoc System. If the proposed transaction is approved by the holders
of a majority of limited partnership interests, all limited partners will
receive a distribution in accordance with the procedures prescribed by the
Partnership Agreement regardless of how or whether they vote on the proposal.
RECOMMENDATION OF THE GENERAL PARTNER AND FAIRNESS OF THE PROPOSED SALE OF
ASSETS
The General Partner believes that the proposed sale of the Manitowoc System
and the distribution of the net proceeds therefrom are both procedurally and
substantively fair to all unaffiliated limited partners of the Partnership,
and it recommends that the limited partners approve the transaction. The
General Partner's recommendation that the limited partners approve the sale of
the Manitowoc System and its fairness determination should not be deemed to be
free from potential conflicts of interest, however, in light of the fact that
it owns the proposed purchaser of the Manitowoc System. Because the purchaser
of the Manitowoc System will benefit from a lower sales price, the General
Partner also has an economic interest in conflict with the economic interest
of the limited partners.
In determining the substantive and procedural fairness of the proposed
transaction, the General Partner's Board of Directors on November 21, 1996
considered each of the following factors, all of which had a positive effect
on its fairness determination. The factors are listed in descending order of
importance, i.e., the first factor listed was given the most weight in the
determination that the proposed transaction is fair, although, as a practical
matter, this is an approximation of the weight given to each factor because
each factor is relevant and the General Partner's Board of Directors was not
able to weigh the relative importance of each factor precisely:
(i) The limited partnership interests are at present illiquid and the
cash to be distributed to limited partners as a result of the proposed sale
of the Manitowoc System will provide limited partners with liquidity and
with the means to realize the appreciation in the value of the Manitowoc
System;
(ii) The purchase price represents the fair market valuation of the
Manitowoc System as of August 31, 1996, as determined by the average of
three separate appraisals of the Manitowoc System by qualified independent
appraisers;
(iii) The General Partner's bid was the only bid received in a public
bidding process and the purchase price had been adjusted upwards from the
original bid;
(iv) The Venture has held the Manitowoc System for almost 13 years, a
holding period beyond that originally anticipated;
(v) The conditions and prospects of the cable television industry in
which the Venture is engaged, including the developing threat of
competition from DBS services and telephone companies, and the working
capital and other financial needs of the Venture if it were to continue to
operate the Manitowoc System;
9
<PAGE>
(vi) The terms and conditions of the purchase and sale agreement by and
between the Venture and the General Partner, including the fact that the
purchase price will be paid in cash, the fact that the Partnership was not
required to make many of the representations and warranties about the
Manitowoc System or give indemnities that are customarily given in
transactions of this nature, the fact that the purchaser's obligation to
close is not contingent upon its ability to obtain financing, and the fact
that the Venture will pay no brokerage fees upon the sale of the Manitowoc
System, which it likely would have paid if the Manitowoc System were being
sold to an unaffiliated party; and
(vii) The sale is being conducted in accordance with the terms of the
Partnership Agreement, including the fact that the proposed transaction
will not occur unless it is approved by the holders of at least a majority
of the limited partnership interests.
Certain officers of the General Partner worked with each of the three
independent appraisers hired to prepare fair market value appraisals of the
Manitowoc System, providing them with current and historical profit and loss
statements for the Manitowoc System and with current subscriber reports. The
officers and directors of the General Partner received the final appraisal
reports. The members of the Board of Directors of the General Partner adopted
the analyses and conclusions of Malarkey-Taylor Associates, Inc., which valued
the Manitowoc System at $15,567,000, because Malarkey-Taylor Associates,
Inc.'s valuation procedures, assumptions and methodologies most closely
approximate the valuation procedures, assumptions and methodologies used by
the General Partner's management in evaluating cable television systems. The
General Partner's Board of Directors did not specifically adopt the
$15,567,000 value placed on the Manitowoc System by Malarkey-Taylor
Associates, Inc., but the Board did consider the fact that the value
determined by this appraisal firm was close to the average of the three
appraisals ($16,122,333) and concluded that this fact supported its fairness
determination.
The General Partner considered the fact that the $16,122,333 purchase price
to be paid to the Venture for the Manitowoc System represents the average of
three independent appraisals of the fair market value of the Manitowoc System
to be very persuasive evidence of the fairness of the proposed transaction.
The fair market valuations of the Manitowoc System were done by respected
industry appraisers using customary measures of value, i.e., determining
present value of projected cash flow, applying multiples to current and
projected cash flow, and comparing the fair market valuation per subscriber to
comparable cable television system sales. Based upon the General Partner's
knowledge of and experience in the cable television industry, and its review
and consideration of the appraisals, it has concluded that the values for the
Manitowoc System determined by the three appraisals are fair and within the
range of values seen in the marketplace for comparable cable television
systems in similar condition.
The $16,122,333 purchase price represents the current fair market value of
the Manitowoc System on a going concern basis. The $16,122,333 purchase price
for the Manitowoc System also compares favorably to the approximately
$2,441,259 net book value of the Manitowoc System at December 31, 1996. The
liquidation value of a cable television system, i.e., the sale of the system
on other than a going concern basis, is not usually considered to be an
accurate indicator of the value of a cable television system, primarily
because the assets of a cable television system typically are worth less when
considered separately than when considered as a going concern. The assets of a
cable television system consequently are not normally sold or purchased
separately. A fair market valuation of a system should, in the General
Partner's view, be a valuation of the system as a going concern. The
liquidation value of the Manitowoc System therefore was not considered by the
General Partner in reaching its determination of fairness.
Because there has never been an established trading market for the
Partnership's limited partnership interests, the General Partner did not have
access to any reliable, official information about the historical or current
market prices for the Partnership's limited partnership interests in the very
limited secondary market where such interests from time to time have been
sold. The General Partner believes that such secondary market deeply discounts
the underlying value of the limited partnership interests due to their highly
illiquid nature. Therefore, even if trading information were available, the
historical or current market prices for the Partnership's
10
<PAGE>
limited partnership interests would not be indicative of the value of the
Partnership's 47 percent ownership of the Venture's cable television system
assets. For these reasons, the General Partner did not consider the historical
or current market prices for the limited partnership interests when reaching
its fairness determination.
The fact that the Venture has held the Manitowoc System for a period beyond
that originally anticipated was a critical factor in the General Partner's
fairness determination--the General Partner believes that the transaction is
fair because a sale at this time will convert an illiquid investment into a
liquid one for all partners. And the current state of the cable television
industry also was considered by the General Partner in making its fairness
determination because the General Partner believes that it is fair to
investors that someone other than the Partnership and the Venture take on the
uncertainties and risks involved in continuing to own and operate the
Manitowoc System.
The fairness of the transaction is also demonstrated in an analysis of
certain of the terms and conditions of the purchase and sale agreement between
the Venture and the General Partner, which favor the interests of the Venture.
There is no financing contingency to closing. Because of the General Partner's
existing extensive knowledge about the Manitowoc System, the Venture has not
been required to make many of the representations and warranties about the
quality of the Manitowoc System's tangible assets, the quantity of the
Manitowoc System's subscribers or the validity of the Manitowoc System's
intangible assets customarily found in cable television system transactions.
The Venture likely would have been required to give such representations and
warranties to an unaffiliated party if the Manitowoc System were being sold to
an unaffiliated party. In addition, the Venture is not required to indemnify
the General Partner for defects discovered by the General Partner after the
closing. This frees the Venture from having to reserve a portion of the sale
proceeds to cover typical indemnification obligations. The Venture also will
pay no brokerage fee in connection with the sale of the Manitowoc System. This
will result in more funds from the sale being available for distribution to
the partners.
The General Partner is aware and considered that although consummation of
this transaction will result in a distribution to the Partnership's limited
partners of approximately $278 per $1,000 of limited partnership capital
invested in the Partnership, the proposed sale will require the limited
partners to recognize, for federal income tax purposes, a gain resulting from
the sale. Although the three fair market valuations established by the
independent appraisals took into account the future growth of the Manitowoc
System and the sales price (the average of the three appraisals) thus takes
into account the future growth of the Manitowoc System, the proposed sale will
deprive the limited partners of an opportunity to participate in the actual
future growth of the Manitowoc System, if any. The General Partner
nevertheless concluded that the cash distributions to the limited partners of
the Partnership from the sale of the Manitowoc System outweighed these
consequences.
As disclosed above, the proposed transaction is subject to various potential
conflicts of interest arising out of the Partnership's relationships with the
General Partner. Because the General Partner and its affiliates are engaged in
the ownership and operation of cable television systems, they are generally in
the market to purchase cable television systems for their own account. A
potential conflict thus arises from the General Partner's fiduciary duty as
general partner of the Partnership and its management's fiduciary duty to the
General Partner's shareholders when it determines that Partnership cable
television systems will be sold to the General Partner or one of its
affiliates and not to an unaffiliated third party. This potential conflict of
interest was disclosed to limited partners in the prospectus delivered to
investors at the time of the public offering of interests in the Partnership.
Prior to the Partnership's public offering, the General Partner entered into
negotiations with certain state securities administrators as part of the
process of clearing the offering in the "merit" states, i.e., those states
that permit the sale of securities only if the state securities administrator
deems the offering as a whole to be fair, just and equitable. Several of the
state securities administrators focused on the potential conflicts of interest
in the event that the Partnership were to sell one or more of its cable
television systems to the General Partner or one of its affiliates. The
General Partner agreed to include the provision in the Partnership Agreement
that permits the Partnership to sell its cable television systems directly to
the General Partner or one of its affiliates only after a three-year holding
period and only if the General Partner or such affiliate pays a purchase price
that is higher than any other bid received in a public bidding process and is
not less than the average of three separate
11
<PAGE>
independent appraisals of the particular cable television system being sold.
The General Partner has concluded that the mechanisms for determining the
purchase price to be paid to the Partnership provide sufficient procedural
safeguards to minimize the effects of the potential conflicts of interest
inherent in any such transaction. The fact that these procedures have been
carried out in connection with the Venture's proposed sale of the Manitowoc
System, together with the fact that the transaction is conditioned upon
receipt of the approval of the holders of a majority of the limited
partnership interests in the Partnership, enable the General Partner to
conclude that the proposed transaction is both procedurally and financially
fair to all partners.
The directors of the General Partner who are not employees of the General
Partner did not vote separately to approve the transaction, nor did the
outside directors retain an unaffiliated representative to act solely on
behalf of the limited partners for the purposes of negotiating the terms of
the proposed sale of the Manitowoc System and/or preparing a report concerning
the fairness of the proposed sale. While the directors of the General Partner
participating in the approval of the sale recognized that the interests of the
General Partner and the limited partners may not in all respects necessarily
be the same, they recognized also that the purchase price was determined in
accordance with the terms of the Partnership Agreement, that is, by averaging
three separate independent appraisals of the Manitowoc System's fair market
value. The members of the Board of Directors relied on the specific right of
the General Partner under Section 2.3(b)(iv)(b) of the Partnership Agreement
to purchase the Manitowoc System. The members of the Board of Directors
reviewed and considered the appraisals and, based upon their general knowledge
of cable television system transactions undertaken by the General Partner and
its affiliates and by unaffiliated cable television companies, concluded that
the values for the Manitowoc System determined by the appraisers were fair and
were within the industry norms for comparable transactions. All 13 directors
of the General Partner participated in the November 21, 1996 meeting to
discuss the Partnership's sale of the Manitowoc System to the General Partner.
Each of Messrs. Jones, O'Brien, Krejci, Burney, Frenzel, Jacobs, MacDonald,
Thrall, Cole, Solot, Zisman, Vanaselja and Zoellick voted to approve the
transaction.
It is anticipated that if the proposed transaction is not consummated, the
General Partner's current management team will continue to manage the
Manitowoc System on behalf of the Venture until such time as the Manitowoc
System could be sold. No other alternatives currently are being considered. At
this time the Venture does not have the option of selling the Manitowoc System
to the most likely unaffiliated cable television system operators, Time Warner
and Marcus Cable. As described above, both of these cable companies recently
declined to purchase the Manitowoc System because they were unwilling to
accept the franchise renewal terms proposed by the City. The General Partner
subsequently agreed to these renewal terms in November 1996 on the condition
that the City consent to the transfer of the Manitowoc franchise to the
General Partner, which consent is necessary in order for the Venture to
complete the sale of the Manitowoc System as proposed.
THE APPRAISALS
In determining the price that the General Partner would offer for the
Manitowoc System, the General Partner retained Malarkey-Taylor Associates,
Inc., Kagan Media Appraisals Inc. and Bond & Pecaro, Inc. to prepare separate
appraisals of the fair market value of the Manitowoc System. Each of the
appraisers were asked to determine the cash price a willing buyer would give a
willing seller, neither being under any compulsion to buy or sell and both
having reasonable knowledge of relevant facts, in an arm's-length transaction
to acquire the Manitowoc System. The officers and directors of the General
Partner examined each of the appraisals and discussed among themselves the
merits of the appraisals' assumptions, methodologies and conclusions, and,
based on their experience in and knowledge of the cable television industry,
they found them to be fair and reasonable. The written appraisal reports are
available for inspection and copying at the offices of the General Partner
during regular business hours by any interested limited partner of the
Partnership or by his or her authorized representative. Copies of such
appraisals will be mailed by the General Partner to any interested limited
partner or to his or her authorized representative upon written request to the
General Partner at the expense of the requesting limited partner.
12
<PAGE>
The ranges of values determined by each of the three separate independent
appraisals of the fair market value of the Manitowoc System are presented and
discussed on the following pages of this proxy statement. Investors should
note that the ranges of values on a per-$500 limited partnership interest
basis and on the basis of $1,000 invested in the Partnership disclosed herein
have been computed as follows: each value established by an appraiser has been
deemed to be the sales price for the Manitowoc System and then adjustments
have been made to add the Venture's cash on hand and the estimated net closing
adjustments and to subtract the $3,679 in estimated debt repayments, and to
split the Partnership's 47 percent share of this amount on the basis of 25
percent to the General Partner and 75 percent to the limited partners. These
ranges of values are presented in this manner so that limited partners can
compare their hypothetical return at each value with the anticipated return to
limited partners of $139 for each $500 limited partnership interest, or $278
for each $1,000 invested in the Partnership, given a sales price equal to the
average of the three separate independent appraisals.
The General Partner provided each of the appraisers with the same current
and historical profit and loss statements for the Manitowoc System and with
the same current subscriber reports. The appraisers also gathered information
about the Manitowoc System's subscribers, channel line-up, technology, cable
plant, penetration rates and the local economy from questionnaires that each
individual appraisal firm prepared and provided to the general managers of the
Manitowoc System and from conversations with the Manitowoc System's management
team. From this information, the appraisers used their independent analyses to
project cash flow, determine growth of homes passed, the Manitowoc System's
future penetration and possible rate adjustments. The appraisals thus reflect
the application of the appraisers' expertise to the data about the Manitowoc
System supplied by the General Partner.
The General Partner's $15,735,667 bid for the Manitowoc System was based on
the three appraisals of the Manitowoc System as of April 30, 1995. Malarkey-
Taylor Associates, Inc. had concluded that the Manitowoc System's overall fair
market value as of April 30, 1995 was $15,507,000 ($135 for each $500 limited
partnership interest or $269 for each $1,000 invested in the Partnership),
Kagan Media Appraisals, Inc. had concluded that the Manitowoc System's overall
fair market value as of April 30, 1995 was $15,400,000 ($134 for each $500
limited partnership interest or $268 for each $1,000 invested in the
Partnership). Bond & Pecaro, Inc. had concluded that the Manitowoc System's
overall fair market value as of April 30, 1995 was $16,300,000 ($140 for each
$500 limited partnership interest or $281 for each $1,000 invested in the
Partnership). As discussed above, the General Partner had these appraisals
updated to August 31, 1996 before amending its agreement with the Venture to
extend the General Partner's obligations to purchase the Manitowoc System in
September 1996. Malarkey-Taylor Associates, Inc. concluded that the Manitowoc
System's overall fair market value as of August 31, 1996 was $15,567,000 ($135
for each $500 limited partnership interest or $270 for each $1,000 invested in
the Partnership). Kagan Media Appraisals Inc. concluded that the Manitowoc
System's overall fair market value as of August 31, 1996 was $16,100,000 ($139
for each $500 limited partnership interest or $278 for each $1,000 invested in
the Partnership). Bond & Pecaro, Inc. concluded that the Manitowoc System's
overall fair market value as of August 31, 1996 was $16,700,000 ($143 for each
$500 limited partnership interest or $286 for each $1,000 invested in the
Partnership). The average of these three valuations was $16,122,333 ($139 for
each $500 limited partnership interest or $278 for each $1,000 invested in the
Partnership). In the General Partner's view, the assumptions regarding system
operations underlying the three appraisals have generally remained unchanged
since August 31, 1996.
The Malarkey-Taylor Appraisal
Malarkey-Taylor Associates, Inc. ("Malarkey-Taylor") has served the
communications industry for over 30 years. Its team of financial, engineering
and managerial professionals devotes a substantial portion of its time to the
appraisal of cable television systems, cellular telephone systems, paging
systems and broadcast stations. Malarkey-Taylor was selected by the General
Partner to render an opinion as to the fair market value of the Manitowoc
System in light of such overall qualifications. No limitations were imposed
with respect to the appraisal to be rendered by Malarkey-Taylor. The firm was
selected by the General Partner to prepare an independent appraisal of the
Manitowoc System because of the General Partner's familiarity with the firm
and
13
<PAGE>
its good reputation in the cable television industry. Malarkey-Taylor has
prepared independent appraisals of other cable television systems owned and/or
managed by the General Partner. The principals of Malarkey-Taylor are not
affiliated in any way with the General Partner.
Malarkey-Taylor used five generally accepted cable television valuation
methods using the income approach to valuation in establishing the range of
fair market values of the Manitowoc System as a going concern. The first
method used a multiple of the past year's operating income derived from
comparable asset values of privately held and publicly traded cable companies.
(The appraisal report did not disclose and the General Partner did not inquire
as to the identities of the companies Malarkey-Taylor used in determining the
multiple.) The second method used a lower multiple of the Manitowoc System's
annualized current month's operating income. The third method applied a
slightly lower multiple of next year's projected operating income. The fourth
method was a discounted net cash flow analysis in which a purchase price
(estimated fair market value) was calculated to achieve a target after-tax
return on equity, given particular operating and financing assumptions unique
to the Manitowoc System's assets. The fifth method was a discounted cash flow
analysis that measured the net present value of the pre-tax operating cash
flows (less capital expenditures, plus the residual value of the Manitowoc
System) that represent the return on the total investment. For each valuation
method, Malarkey-Taylor established a "high" and a "low" estimated fair market
value. The General Partner did not inquire as to the specific details of how
each high and low estimated fair market value for each valuation methodology
was determined because, given Malarkey-Taylor's expertise, the General Partner
concluded that it could rely upon Malarkey-Taylor's analyses and judgment.
The first valuation method used a multiple of the past year's operating
income of the Manitowoc System derived from comparable asset values of
privately held and publicly traded cable companies. Malarkey-Taylor
determined, based upon its expertise and knowledge of the cable television
industry, a "low" multiple of 9.5 and a "high" multiple of 10.5, concluding
that a system comparable to the Manitowoc System would be unlikely to sell for
less than 9.5 times its past year's operating income and would be unlikely to
sell for more than 10.5 times its past year's operating income. While the
appraisal report does not disclose the assumptions of the appraiser in
determining these multiples, the General Partner has no reason to believe that
they are not reasonable. This method resulted in an estimated fair market
value ranging from a low of $15,139,970 ($132 for each $500 limited
partnership interest or $264 for each $1,000 invested in the Partnership) to a
high of $16,733,651 ($143 for each $500 limited partnership interest or $287
for each $1,000 invested in the Partnership) for the Manitowoc System.
The second valuation method used a lower multiple of the Manitowoc System's
annualized current month's operating income. Malarkey-Taylor determined, again
based on its expertise and knowledge of the cable television industry, a "low"
multiple of 9 and a "high" multiple of 10, concluding that a system comparable
to the Manitowoc System would be unlikely to sell for less than 9 times the
dollar amount of its annualized current month's operating income and would be
unlikely to sell for more than 10 times the dollar amount of its annualized
current month's operating income. These multiples are slightly lower than
those used in the previous methodology because of the increased risk and time
factors involved in using current as compared to historical information. While
the appraisal report does not disclose the assumptions of the appraiser in
determining these multiples, the General Partner has no reason to believe that
they are not reasonable. This method resulted in an estimated fair market
value ranging from a low of $14,561,343 ($128 for each $500 limited
partnership interest or $256 for each $1,000 invested in the Partnership) to a
high of $16,179,270 ($139 for each $500 limited partnership interest or $279
for each $1,000 invested in the Partnership) for the Manitowoc System.
The third valuation method applied a slightly lower multiple of next year's
operating income of the Manitowoc System. For this valuation, Malarkey-Taylor
first estimated, through its own analyses of current financial and operating
data provided by the General Partner, next year's operating income for the
Manitowoc System and then, based on its expertise and knowledge of the cable
television industry, set a "low" multiple of 8.5 and a "high" multiple of 9.5,
concluding that a system comparable to the Manitowoc System would be unlikely
to sell for less than 8.5 times the system's projected operating income for
the following year and would
14
<PAGE>
be unlikely to sell for more than 9.5 times the system's projected operating
income for the following year. These multiples are slightly lower than those
used in the previous methodologies because of the increased risk and time
factors involved in using projected as compared to historical and current
information. While the appraisal report does not disclose the assumptions of
the appraiser in determining these multiples, the General Partner has no
reason to believe that they are not reasonable. This method resulted in an
estimated fair market value ranging from a low of $14,825,545 ($130 for each
$500 limited partnership interest or $260 for each $1,000 invested in the
Partnership) to a high of $16,569,726 ($142 for each $500 limited partnership
interest or $284 for each $1,000 invested in the Partnership) for the
Manitowoc System.
The fourth valuation method was a discounted net cash flow analysis in which
a purchase price (estimated fair market value) was calculated to achieve a
target after-tax return on equity given particular operating and financing
assumptions specific to the Manitowoc System. This method involved the use of
projected operations for the Manitowoc System and a pre-determined target
return on equity for a hypothetical buyer. Based on the firm's use of typical
debt-to-equity ratios and debt services, it tested various purchase prices,
i.e., potential fair market values, to determine a value that yielded the
desired return on equity. Based on system information made available to
Malarkey-Taylor by the General Partner and on information generally available
to Malarkey-Taylor about the cable television industry, the firm made
assumptions concerning the housing growth, plant mileage, growth in the number
of subscribers for basic and pay television, adjustments in subscriber rates,
increases in operating expenses and capital expenditures. Malarkey-Taylor also
made specific assumptions concerning the capital structure that a typical,
prudent buyer might experience, as well as the probable interest rates that
would be applicable in connection with any debt financing that might be
incurred. Malarkey-Taylor did a "high" and a "low" analysis. In its "high"
analysis, Malarkey-Taylor projected that the Manitowoc System's revenues would
grow from $4,142,168 in 1997 to $5,919,768 in 2003; that the Manitowoc
System's operating expenses would grow from $2,397,986 in 1997 to $3,366,640
in 2003; and that net income would grow from ($368,565) in 1997 to $171,919 in
2003. In Malarkey-Taylor's "low" analysis, revenues and operating expenses are
projected to increase to the same levels by 2003, but net income is projected
to increase from ($329,920) in 1997 to $199,217 by 2003. Malarkey-Taylor
projected that the Manitowoc System would add approximately 15 miles of cable
plant per year between 1997 and 2003, resulting in growth of the Manitowoc
System's cable plant from 170.5 miles in 1997 to 185.6 miles in 2003.
Malarkey-Taylor projected that the number of homes passed by the Manitowoc
System would grow from 16,481 in 1997 to 17,705 in 2003. Malarkey-Taylor
projected that basic subscribers would grow from 11,523 in 1997 to 12,782 in
2003. Malarkey-Taylor projected penetration of the Manitowoc System increasing
from 70.4 percent in 1997 to 73.4 percent in 2003. Malarkey-Taylor projected
that premium television subscriptions would grow from 7,337 in 1997 to 8,139
in 2003. Malarkey-Taylor estimated that the Manitowoc System would take
relatively small rate increases between 1997 and 2003, with, for example, 3
percent increases in basic rates each year, a 7 percent increase in expanded
basic rates in 1997, a 5 percent increase in such rates in 1998 and a 3
percent increase in such rates through the rest of the period. Malarkey-Taylor
estimated that rate increases for pay television subscriptions would average 1
percent per year. Malarkey-Taylor estimated that rate increases for pay-per-
view showings, converter rentals and installations would average 3 percent per
year. These projections, if true, would result in an increase in basic rates
from $11.08 in 1995 to $13.69 in 2003, and an increase in the rates for the
expanded basic tier from $9.58 in 1996 to $12.46 in 2003. The "low" value was
determined using a 14 percent return on equity and the "high" value was
determined using a 12 percent return on equity. This method resulted in an
estimated fair market value ranging from a low of $15,018,836 ($131 for each
$500 limited partnership interest or $263 for each $1,000 invested in the
Partnership) to a high of $16,161,365 ($139 for each $500 limited partnership
interest or $279 for each $1,000 invested in the Partnership) for the
Manitowoc System.
The fifth valuation method was a discounted cash flow analysis that measured
the net present value of the pre-tax operating cash flows (less capital
expenditures, plus the residual value of the Manitowoc System) that represent
the return on the total investment rather than those that could result from an
assumed "purchase" with a pre-determined debt to equity ratio. The same set of
financial projections that the firm prepared and used in the fourth valuation
methodology were used for growth in subscribers, revenues, operating expenses
and capital expenditures. The projected pre-tax operating cash flows for the
Manitowoc System, plus the last-year residual
15
<PAGE>
value of the Manitowoc System less capital expenditures, were discounted to
the present time at an acceptable current cost of money. This method indicated
the present value of the future pre-tax operating cash flows, using an
acceptable discounted factor based on the weighted average cost of money. The
"high" value was determined using a 15 percent target return on investment and
the "low" value was determined using a 16.5 percent target return on
investment. This method resulted in an estimated fair market value ranging
from a low of $14,941,776 ($131 for each $500 limited partnership interest or
$261 for each $1,000 invested in the Partnership) to a high of $16,046,984
($139 for each $500 limited partnership interest or $277 for each $1,000
invested in the Partnership) for the Manitowoc System.
Malarkey-Taylor's valuation methodologies resulted in differing values for
the Manitowoc System. The reason for this is grounded in the basic approach
that the firm takes. The five different methods allow five different views of
the system's value. The first method looks at past performance, but allows
nothing for future performance. The second method looks at the system as it is
as of the date of the appraisal. The third method looks at the system's
projected operating income in the first year following the proposed sale. Both
discounted cash flow methods fully consider the future value of the system by
recognizing projected operating income and expenses, including capital
expenditures. Based upon all of the available information about a system being
appraised, the appraiser decides how to weight each of the five methods. The
final estimated fair market value is not a straight average of all of the
methods. Although the weighting is not shown in the appraisal report,
Malarkey-Taylor generally prefers the discounted cash flow methods since they
consider a broader range of factors that represent all sources of value,
present and future. Malarkey-Taylor accordingly generally gives greater
consideration to the discounted cash flow methods in its final judgment
concerning the fair market value of a cable television system. Malarkey-
Taylor's conclusions as to the range of values were based upon information and
data supplied by the General Partner, Malarkey-Taylor's onsite inspection of
the Manitowoc System in 1995, interviews with management and general cable
television industry information. The fair market value appraisal of
$15,567,000 ($135 for each $500 limited partnership interest or $270 for each
$1,000 invested in the Partnership) reached by Malarkey-Taylor was based on
the various valuations generated by it, and Malarkey-Taylor's general
knowledge and expertise in the cable television industry.
As compensation for rendering an opinion as to the fair market value of the
Manitowoc System, the General Partner paid Malarkey-Taylor a fee of $4,536.
Such fee was not contingent upon the conclusion reached by Malarkey-Taylor in
its opinion. As compensation for rendering opinions as to the fair market
value of other cable television systems owned and/or managed by the General
Partner and its affiliates, and completing the analysis of the allocations of
purchase prices between tangible and intangible assets for various cable
television systems owned and/or managed by the General Partner and its
affiliates, Malarkey-Taylor has received fees totalling $338,419 during the
two years prior to the date hereof.
The Kagan Appraisal
Kagan Media Appraisals, Inc. ("Kagan") has more than twenty-seven years of
experience in appraising communications properties. During that period, Kagan,
according to its records, has appraised more than $26 billion worth of media
properties. Kagan was selected by the General Partner to render an opinion as
to the fair market value of the Manitowoc System in light of such overall
qualifications. No limitations were imposed with respect to the appraisal to
be rendered by Kagan. The firm was selected by the General Partner to prepare
an independent appraisal of the Manitowoc System because of the firm's
reputation in the industry, and its relationship with one of the most notable
analysts on the cable television industry. Kagan has prepared independent
appraisals of other cable television systems owned and/or managed by the
General Partner. Certain affiliates of Kagan generally invest in publicly held
media companies pursuant to an investment policy adopted by them in 1974. As a
result, portfolios owned and/or managed by affiliates of Kagan maintain a
long-term investment in the General Partner. As of March 18, 1997, Kagan owned
2,234 shares of the General Partner's Class A Common Stock and 823 shares of
the General Partner's Common Stock. In addition, the General Partner
subscribes to a number of information services provided by affiliates of Kagan
and employees of the General Partner from time to time enroll in seminars or
serve as panelists in seminars conducted by affiliates of Kagan.
16
<PAGE>
The General Partner believes that Kagan's holdings in it are not material and
do not compromise Kagan's status as an independent appraiser of the Manitowoc
System's value. Kagan has certified to the General Partner in its appraisal
report that it has no present or contemplated financial interest in the
Manitowoc System and that its employment and compensation are in no way
contingent upon the value reported.
Kagan used two cable television system appraisal methodologies in reaching a
conclusion as to the fair market value of the Manitowoc System, namely: (i)
projected future cash flows discounted back to a cumulative present value, and
(ii) correlation of those results with analysis of recent comparable cable
television system sales.
With respect to the Manitowoc System, Kagan projected that household growth
in the system's service area will average 0.6 percent per year from 1997
through 2006. Kagan concluded that the Manitowoc System's penetration can be
expected to grow gradually from the current 70.3 percent to 74 percent in the
years 2001 through 2006. Kagan projected that for the remainder of the
forecast period basic rates would increase at approximately 5 percent
annually. Kagan concluded that the basic churn rate would remain constant
throughout the period at 21 percent per year. Kagan assumed that pay rate
increases would average 4 percent per year. Kagan also analyzed growth in pay-
per-view, advertising, home shopping and ancillary revenues. Kagan concluded
that the combination of expected household growth, steady gains in
penetration, modest rate increases and continued growth in pay-per-view, home
shopping and advertising revenues are projected to raise total system revenue
to $7,800,000 in 2006 to $50.42 per subscriber per month. This is an average
growth rate of approximately 5.9 percent annually over the ten-year forecast
period. The ten-year discounted cash flow projections yielded a value of
approximately $16,400,000 ($141 for each $500 limited partnership interest or
$282 for each $1,000 invested in the Partnership) for the Manitowoc System.
In order to correlate this statistical valuation with the realities of the
marketplace, Kagan analyzed the sale of a number of comparable cable
television systems that took place in 1996. Comparison of a cable television
system to similar properties recently sold is an accepted appraisal
methodology used to correlated statistical findings with the realities of the
marketplace. Each of the comparables involved cable systems similar to the
Manitowoc System in size, area demographics, basic and pay penetration levels
and revenue per subscriber. Like cable properties can be compared to one
another on a value-per-subscriber or cash flow multiple basis. This test is a
valuation yardstick that reflects a multiple of the cash flow a subscriber is
expected to generate in the first or second year of ownership. Kagan reported
that cable systems have historically sold most often in the range of 9 to 11
times projected first-year cash flow with the higher end of the range
generally assigned to systems that are expected to achieve significant near-
term increases in cash flow. Thus, a cable subscriber forecasted to generate
$170 of cash flow in the coming year and selling at 11 times that cash flow
would be valued at $1,870 and that same subscriber selling at 13 times cash
flow would be valued at $2,210. For the Manitowoc System's comparable
analysis, Kagan studied sales of cable television systems serving between
5,000 and 20,000 subscribers, with basic penetration rates of between 50
percent and 85 percent. Kagan emphasized stand-alone, similarly sized systems
located in one primary area.
The first comparable that Kagan considered was a February 1996 transaction
where a Mississippi system was sold for a cash flow multiple of 9.5. Applying
this cash flow multiple to the Manitowoc System produced a comparable value of
$17,200,000 ($147 for each $500 limited partnership interest or $293 for each
$1,000 invested in the Partnership). A second comparable considered was the
sale of a California system in July 1996 for a cash flow multiple of 8.8.
Applying this cash flow multiple to the Manitowoc System produced a comparable
value of $16,000,000 ($138 for each $500 limited partnership interest or $276
for each $1,000 invested in the Partnership). Kagan also looked at a
transaction that closed in June 1996 which involved the sale of a different
California system for a cash flow multiple of 7.6. If applied to the Manitowoc
System, that transaction's cash flow multiple would yield a comparable value
of $13,800,000 ($123 for each $500 limited partnership interest or $245 for
each $1,000 invested in the Partnership) for the Manitowoc System. The final
transaction examined by Kagan involved the sale of a Washington system for a
cash flow multiple of 9.5. Applying this comparable to the Manitowoc System
implies a comparable value of $17,200,000 ($147 for each
17
<PAGE>
$500 limited partnership interest or $293 for each $1,000 invested in the
Partnership) for the Manitowoc System. The average of the four comparable
values examined by Kagan was $16,100,000 ($139 for each $500 limited
partnership interest or $277 for each $1,000 invested in the Partnership).
Kagan finally correlated the values determined by the discounted cash flow
analysis and the comparable sales analysis. This correlation of values was a
highly subjective process undertaken by the independent appraiser. The
discounted cash flow analysis yielded a value for the Manitowoc System of
approximately $16,400,000 ($141 for each $500 limited partnership interest or
$282 for each $1,000 invested in the Partnership) while the analysis of
comparable sales yielded a value for the Manitowoc System of approximately
$16,100,000 ($139 for each $500 limited partnership interest or $278 for each
$1,000 invested in the Partnership). Kagan concluded that the proximity of
these values, within less than 2 percent of each other, arrived at through two
independent appraisal methodologies, underscored the validity of the
assumptions used to cast the ten-year cash flow projections and established a
range within which the value of the Manitowoc System could be expected to
fall. In arriving at a single estimate of value, Kagan considered the fact
that although the Manitowoc System has some upside in basic penetration, this
is limited by satellite competition and the fact that the system has no spare
channel capacity to increase offerings, making it that much more vulnerable to
competition. In addition, Kagan noted that the Manitowoc System has only
moderate upside in household growth. All of these factors led Kagan to value
the Manitowoc System at the lower end of the value range. Kagan concluded that
the fair market value of the Manitowoc System at August 31, 1996 was
approximately $16,100,000 ($139 for each $500 limited partnership interest or
$278 for each $1,000 invested in the Partnership). The analysis undertaken by
Kagan was based in part on financial statements and operating data of the
Manitowoc System furnished to Kagan by the General Partner.
As compensation for rendering an opinion as to the fair market value of the
Manitowoc System, the General Partner paid Kagan a fee of $20,000. Such fee
was not contingent upon the conclusion reached by Kagan in its opinion. As
compensation for rendering opinions as to the fair market value of other cable
television systems and related businesses owned and/or managed by the General
Partner and its affiliates, and completing the analysis of the allocations of
purchase prices between tangible and intangible assets for various cable
television systems owned and/or managed by the General Partner and its
affiliates, Kagan has received fees totalling $247,260 during the two years
prior to the date hereof.
The Bond & Pecaro Appraisal
Bond & Pecaro, Inc. ("Bond & Pecaro") is a consulting firm specializing in
valuations, asset appraisals and related financial services for the
communications industry. The firm has appraised assets of more than 1,500
communications facilities. Bond & Pecaro was selected by the General Partner
to render an opinion as to the fair market value of the Manitowoc System in
light of such overall qualifications. No limitations were imposed with respect
to the appraisal to be rendered by Bond & Pecaro. The firm was selected by the
General Partner to prepare an independent appraisal of the Manitowoc System
because of the firm's reputation in the industry. Bond & Pecaro has prepared
independent appraisals of other cable television systems owned and/or managed
by the General Partner. The principals of Bond & Pecaro are not affiliated in
any way with the General Partner.
Like Kagan, Bond & Pecaro used both the income and the market methodologies
to determine the fair market value of the Manitowoc System as of August 31,
1996. The firm developed a discounted cash flow analysis to determine the
value of the Manitowoc System based upon its economic potential. The results
of this analysis indicated that the value of the Manitowoc System as of August
31, 1996 was $16,713,500 ($143 for each $500 limited partnership interest or
$286 for each $1,000 invested in the Partnership). In order to verify the
results of the discounted cash flow analysis, Bond & Pecaro also utilized a
comparable sales approach, relying upon an analysis of subscriber multiples.
The results of this analysis supported the firm's conclusions about valuation
resulting from application of the income approach.
Bond & Pecaro reported that the initial parameter upon which its discounted
cash flow projection is based is homes passed. Two factors affect the number
of homes passed: new plant construction and household growth.
18
<PAGE>
In preparing its projection, Bond & Pecaro assumed that the number of
households in the Manitowoc System's franchise area will increase at a rate
equivalent to the average growth projected for the areas served by the system
as a whole, or approximately 0.8 percent per year. Bond & Pecaro concluded
that the basic penetration rate would grow modestly over the 10-year projected
period from the current 69.4 percent to approximately 85 percent by 2006. The
firm projected that pay penetration of the Manitowoc System will increase from
a level of 63.2 percent in 1996 to approximately 72 percent by 2006. Bond &
Pecaro concluded that due to regulatory and competitive restrictions, service
rates for basic and expanded basic services are expected to grow with
inflation while premium channel service rates are expected to remain
relatively flat throughout the 10-year projected period. Bond & Pecaro
estimated that pay-per-view service revenue will increase at a 12 percent
annual rate through 2006, that commercial advertising will increase at an 11.3
percent annual rate through 1999 and at an 11.4 percent rate thereafter
through the period and that annual installation revenue would grow at a
compound annual rate of 3.5 percent during the projection period. The firm
concluded that equipment rental revenues as well as other revenues also should
increase by 3.5 percent annually through 2006. Bond & Pecaro concluded that
total system revenues would increase from $3,900,000 in 1996 to approximately
$7,200,000 in 2006. For purposes of its appraisal, Bond & Pecaro assumed that
the Manitowoc System would maintain an operating profit margin of 42.5
percent, which was the system's operating profit margin in August 1996.
Depreciation and amortization estimates were based upon an estimated tangible
asset value of $2,820,000, the continuing annual capital expenditures required
to upgrade and maintain the system's plant and equipment and the system's
estimated intangible asset value. Bond & Pecaro used an estimated tax rate of
40.1 percent to project the taxable income of the Manitowoc System because the
estimated rate reflects the combined federal, state and local tax rates in
effect on August 31, 1996. Capital expenditures were projected at
approximately 8 percent of the estimated value of the tangible assets of the
Manitowoc System as of August 1996.
Bond & Pecaro then determined the net after-tax cash flow for the Manitowoc
System. After taxes were subtracted from the system's taxable income, non-cash
depreciation and amortization expense was added back to net income to yield
after-tax cash flow. From the after-tax cash flow, a provision for subsequent
capital expenditures was deducted to calculate the net after-tax cash flow.
Bond & Pecaro used a discount rate of 12 percent to calculate the present
value of the net after-tax cash flows. In order to account for the risks
associated with investments in the cable television industry and in the
Manitowoc System in particular, Bond & Pecaro added a premium to a base
discount rate to develop the 12 percent rate employed in its analysis. Bond &
Pecaro then applied a multiplier of 10.75 to the Manitowoc System's 2006
operating cash flow. Bond & Pecaro's appraisal noted that multiples used in
the valuation of cable television systems of a type similar to the Manitowoc
System range from twelve to nine times operating cash flow, depending on
market conditions and a system's profit potential. Bond & Pecaro noted also
that exceptional circumstances will warrant multiples outside of this range.
The appraisal report indicated that the selected multiple of 10.75 was used to
estimate the value of the system at the end of the investment period.
According to Bond & Pecaro, this multiple reflects the state of the market for
cable television systems as of August 31, 1996, tempered by the economic
conditions of the system's franchise service area, the necessity for a system
rebuild and the uncertainty introduced by re-regulation of the cable
television industry and competition from telephone companies and direct
broadcast satellite operators. The 10-year discounted cash flow projection of
Bond & Pecaro yielded a value of approximately $16,713,500 ($143 for each $500
limited partnership interest or $286 for each $1,000 invested in the
Partnership) for the Manitowoc System.
In order to correlate this statistical valuation with the realities of the
marketplace, Bond & Pecaro analyzed the sale of ten comparable cable
television systems that took place between November 1995 and August 1996. The
sales examined by Bond & Pecaro were selected based upon their comparability
to the Manitowoc System. Subscriber counts for the comparable cable television
systems were within 25 percent of the August 31, 1996 subscriber count for the
Manitowoc System. The prices paid for these comparable systems ranged from
$9.6 million to $20 million. With this analysis, Bond & Pecaro concluded that
the average price per subscriber paid for the ten comparable cable television
systems sales was approximately $1,419. Bond & Pecaro concluded that the
Manitowoc System's overall fair market value was $16,700,000 ($143 for each
$500 limited partnership interest or $286 for each $1,000 invested in the
Partnership). This $16,700,000 value reflects a subscriber multiple of
approximately $1,540 per subscriber, which is consistent with prevailing
subscriber multiples of comparable sales.
19
<PAGE>
A representative of Bond & Pecaro visited the offices and technical
facilities of the Manitowoc System in June 1995 as part of its preparation of
the appraisal report. The firm's representative consulted with system
management regarding market factors and system-specific issues that impacted
the value of the system's tangible and intangible assets. Specific data
provided by the system and the General Partner included historical audited
financial statements for fiscal years 1992 through 1995, 1996 year to date
unaudited financial statements, operating statistical summaries, system
technical data, market demographic data and related materials. Other sources
consulted in the preparation of the appraisal included industry factbooks,
government publications and similar reference materials. Bond & Pecaro also
relied upon information furnished by the Manitowoc System's management
relating to the age, condition and adequacy of the system's physical plant.
As compensation for rendering an opinion as to the fair market value of the
Manitowoc System, the General Partner paid Bond & Pecaro a fee of $5,295. Such
fee was not contingent upon the conclusions reached by Bond & Pecaro in its
opinion. As compensation for rendering opinions as to the fair market value of
other cable television systems owned and/or managed by the General Partner and
its affiliates, Bond & Pecaro has received fees totalling $64,866 during the
two years prior to the date hereof.
COSTS OF THE TRANSACTION
The following is a reasonably itemized estimate of all expenses incurred or
to be incurred in connection with the proposed sale of the Manitowoc System,
all of which will be paid by the General Partner, including without limitation
the cost of soliciting the votes of the holders of limited partnership
interests:
<TABLE>
<S> <C>
Filing fees $ 1,516
Legal fees $10,000
Accounting fees $10,000
Appraisal fees $29,830
Printing costs $35,000
Postage and miscellaneous costs $10,000
</TABLE>
PROPOSED SALE OF ASSETS
THE PURCHASE AND SALE AGREEMENT
Pursuant to the terms and conditions of a purchase and sale agreement dated
as of September 5, 1995, as amended September 30, 1996 (the "Purchase and Sale
Agreement") by and between the Venture and the General Partner, the Venture
has agreed to sell the Manitowoc System. The General Partner intends to
finance the acquisition of the Manitowoc System using cash on hand and cash
generated from operations. Based upon amounts estimated as of December 31,
1996, the aggregate cost of the acquisition of the Manitowoc System to the
General Partner, including the adjusted contract purchase price, will be
approximately $15,731,456.
The closing of the sale will occur on a date upon which the Venture and the
General Partner mutually agree by June 30, 1997. It is anticipated that the
closing will occur within a few weeks after receipt of the approval of the
sale by the limited partners of the Venture's four constituent partnerships.
Because the closing is conditioned upon, among other things, the approval of
the limited partners of the Venture's four constituent partnerships and the
receipt of material third party consents necessary for the transfer of the
Manitowoc System, there can be no assurance that the proposed sale will occur.
If all conditions precedent to the purchaser's obligation to close are not
eventually satisfied or waived, the purchaser's obligation to purchase the
Manitowoc System will terminate on June 30, 1997.
THE MANITOWOC SYSTEM
The assets to be acquired consist primarily of the real and personal,
tangible and intangible assets of the Venture's Manitowoc System. The
purchaser will purchase all of the tangible assets of the Manitowoc System,
20
<PAGE>
including, among other things, the headend equipment, underground and
aboveground cable distribution systems, towers, earth satellite receive
stations, and furniture and fixtures of the Manitowoc System. The purchaser
also will acquire certain of the intangible assets of the Manitowoc System,
including, among other things, all of the franchises, leases, agreements,
permits, licenses and other contracts and contract rights of the Manitowoc
System. Also included in the sale are certain parcels of real estate owned by
the Manitowoc System, the subscriber accounts receivable of the Manitowoc
System and all of the Manitowoc System's engineering records, files,
schematics, maps, reports, promotional graphics, marketing materials and
reports filed with federal, state and local regulatory agencies. Certain of
the Manitowoc System's assets will be retained by the Venture, including cash
or cash equivalents on hand and in banks, certain insurance policies and
rights and claims thereunder, and any federal or state income tax refunds to
which the Venture may be entitled.
PURCHASE PRICE
Subject to the working capital adjustments described below, the purchase
price for the Manitowoc System is $16,122,333. The purchase price will be
reduced by any accounts payable and accrued expenses and vehicle lease
obligations existing on the closing date. The purchase price will be increased
by any accounts receivable existing on the closing date. The purchase price
for the Manitowoc System also will be adjusted as of the closing date with
respect to all items of income and expense associated with the operation of
the Manitowoc System. This adjustment will reflect, in accordance with
generally accepted accounting principles, that all expenses and income
attributable to the period on or after the closing date are for the account of
the General Partner and those prior to the closing date are for the account of
the Venture. Please see Note 3 of the Notes to Unaudited Pro Forma Financial
Statements for a detailed accounting of the estimated closing adjustments.
CONDITIONS TO CLOSING
The purchaser's obligations under the Purchase and Sale Agreement are
subject to the following conditions: (a) the Venture shall have obtained all
material consents and approvals from governmental authorities and third
parties, with whom the Venture has contracted that are necessary for the
transfer of the Manitowoc System, and (b) all representations and warranties
of the Venture shall be true and correct in all material respects as of the
closing date. The Venture has obtained all material state and federal
regulatory approvals that are required for this transaction, including the
consent of the City of Manitowoc to the transfer of the cable franchise, and
the General Partner does not anticipate that the Venture will experience any
significant difficulty in obtaining the other necessary consents and approvals
to the currently proposed sale. If, however, the Venture fails to obtain
certain consents and approvals of third parties with whom the Manitowoc System
has contracted, the General Partner likely will waive this condition to
closing. In such circumstances, the General Partner would agree to indemnify
the Venture for any liabilities incurred in connection with a closing without
prior receipt of all necessary consents. The Venture's obligations under the
Purchase and Sale Agreement are subject to the receipt of the purchase price
for the Manitowoc System.
FEDERAL INCOME TAX CONSEQUENCES
The purpose of the following discussion of the income tax consequences of
the proposed transaction is to inform the limited partners of the Partnership
of the federal income tax consequences to the Partnership and to its partners
arising from the sale of the Manitowoc System. The tax information included
herein was prepared by the tax department of the General Partner. The tax
information is taken from tax data compiled by the General Partner in its role
as the Partnership's tax administrator and is not based upon the advice or
formal opinion of counsel. The tax discussion that follows is merely intended
to inform the limited partners of factual information and should not be
considered tax advice.
By the expected date of the Manitowoc System's sale, the limited partners
will have received certain tax benefits from their investment in the
Partnership. Assuming maximum federal income tax rates and no other sources of
passive income, limited partners will have received $11,770,801 in tax
benefits from Partnership losses ($471 per $1,000 invested).
21
<PAGE>
The sale of the Manitowoc System will result in a gain for federal income
tax purposes. The amount of this gain allocated to limited partners is
approximately $4,786,283. The General Partner estimates that $3,936,772 ($158
per $1,000 invested) of this gain will be treated as ordinary income. This
amount of ordinary income results from the recapture of depreciation on
personal property under Section 1245. The General Partner estimates that the
remainder of the gain, $849,511 ($34 per $1,000 invested), will be treated as
long term capital gain under Section 1231.
Assuming the 31 percent rate applies to ordinary income and the 28 percent
rate applies to long term capital gain income, as a result of the sale of the
Manitowoc System, a limited partner will be subject to federal income taxes of
$58 per $1,000 invested in the Partnership. The taxable income will be
recognized in the year of the closing of the sale, which is expected to be
1997.
The sale of the Manitowoc System will cause the liquidation of the
Partnership, which will result in an additional tax deduction for the limited
partners. The final capital account balance reported on the 1997 Schedule K-1
of each limited partner will reflect a positive ending capital account balance
that is projected to equal $130 per $1,000 invested. This amount represents
partnership syndication costs that may be deducted on the limited partners'
tax return as a long term capital loss under Section 731. The deduction of
long term capital losses may be limited depending on each partners' specific
income tax situation.
Limited partners who are non-resident aliens or foreign corporations
("foreign persons") are subject to a withholding tax on their share of the
Partnership's income from the sale of the Manitowoc System. The withholding
rates are 39.6 percent for individual partners and 35 percent for corporate
partners. The tax withheld will be remitted to the Internal Revenue Service
and the foreign person will receive a credit on their U.S. tax return for the
amount of the tax withheld by the Partnership. The tax withheld will be
treated as a distribution to the limited partner.
CERTAIN INFORMATION ABOUT THE PARTNERSHIP
AND THE GENERAL PARTNER
The General Partner acquires, develops and operates cable television systems
for itself and for its managed limited partnerships. Based on the number of
basic subscribers served by the General Partner's owned and managed cable
television systems, the General Partner is one of the largest cable television
system operators in the United States. It owns and/or manages for affiliated
public limited partnerships 56 cable television systems in 23 states serving
approximately 1.4 million basic subscribers. The principal executive offices
of the Partnership and the General Partner are located at 9697 East Mineral
Avenue, Englewood, Colorado 80112, and their telephone number is (303) 792-
3111.
The limited partnership interests of the Partnership are registered pursuant
to Section 12(g) of the Exchange Act. As such, the Partnership currently is
subject to the informational reporting requirements of the Exchange Act and,
in accordance therewith, is obligated to file periodic reports, proxy
statements and other information with the Securities and Exchange Commission
relating to its business, financial condition and other matters. Reports and
other information filed by the Partnership can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the following regional offices
of the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048
and Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The Commission also maintains a World Wide Web site that
contains reports, proxy statements and information statements of registrants
(including the Partnership) that file electronically with the Commission at
http://www.sec.gov. The Partnership will be liquidated and dissolved after the
sale of the Manitowoc System. The Partnership's registration and reporting
requirements under the Exchange Act will be terminated upon dissolution of the
Partnership.
The General Partner also is subject to the informational filing requirements
of the Exchange Act and, in accordance therewith, files periodic reports,
proxy statements and other financial information with the Securities
22
<PAGE>
and Exchange Commission relating to its business, financial condition and
other matters. Information, as of particular dates, concerning the General
Partner's directors and officers, their compensation, options granted to them,
the principal holders of the General Partner's securities and any material
interest of such persons in transactions with the General Partner is required
to be disclosed in certain documents filed with the Commission. Such reports,
proxy statements and other information may be inspected at the above-listed
public reference facilities maintained by the Commission and at the
Commission's World Wide Web site. Copies of such materials may be obtained
upon payment of the Commission's prescribed charges by writing to the
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C.
20549.
The name, business address and principal occupation and employment for the
past five years of each of the directors and executive officers of the General
Partner are set forth in Schedule 1 to this Proxy Statement. To the best
knowledge of any of the persons listed on Schedule 1 hereto, except as
disclosed on such schedule, no persons listed on such schedule beneficially
own any limited partnership interests in the Partnership.
Except as disclosed herein, neither the General Partner nor, to the best of
its knowledge, any of the persons listed on Schedule 1 hereto, has any
contract, arrangement, understanding or relationship with any other person
with respect to any limited partnership interest of the Partnership,
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any of such interests,
joint ventures, loan or option arrangements, puts or calls, guaranties of
loans, guaranties against loss or the giving or withholding of proxies.
CERTAIN RELATED PARTY TRANSACTIONS
The General Partner and its affiliates engage in certain transactions with
the Venture as contemplated by the Partnership Agreement. The General Partner
believes that the terms of such transactions are generally as favorable as
could be obtained by the Venture from unaffiliated parties. This determination
has been made by the General Partner in good faith, but none of the terms were
or will be negotiated at arm's-length and there can be no assurance that the
terms of such transactions have been or will be as favorable as those that
could have been obtained by the Venture from unaffiliated parties.
The purchase price for the Manitowoc System was determined in accordance
with the provisions of the Partnership Agreement but the proposed sale of the
Manitowoc System by the Venture to the General Partner was not negotiated at
arm's-length and thus there can be no assurance that the terms of such
transaction have been or will be as favorable as those that could have been
obtained by the Venture from an unaffiliated purchaser.
The General Partner charges the Venture a management fee relating to its
cable television system, and the Venture reimburses the General Partner for
certain allocated overhead and administrative expenses in accordance with the
terms of the Partnership Agreement. These expenses consist primarily of
salaries and benefits paid to corporate personnel, rent, data processing
services and other facilities costs. Such personnel provide engineering,
marketing, administrative, accounting, legal and investor relations services
to the Partnership and the Venture. Allocations of personnel costs are based
primarily on actual time spent by employees of the General Partner with
respect to cable television systems managed. Systems owned by the General
Partner and all other systems owned by partnerships for which Jones
Intercable, Inc. is the general partner are also allocated a proportionate
share of these expenses. No duplicate management or other fees or
reimbursements are charged to the Partnership and the Partnership bears only
47 percent of the fees and reimbursements paid by the Venture, which is
attributable to the Partnership's 47 percent ownership interest in the
Venture.
The General Partner from time to time also advances funds to the Venture and
charges interest on the balances payable from the Venture. The interest rate
charged the Venture approximates the General Partner's weighted average cost
of borrowing.
23
<PAGE>
The Manitowoc System receives stereo audio programming from Superaudio, a
joint venture owned 50 percent by an affiliate of the General Partner and 50
percent by an unaffiliated party, and educational video programming from Jones
Education Company, an affiliate of the General Partner, for fees based upon
the number of subscribers receiving the programming.
Jones Infomercial Networks, Inc. ("Infomercial"), an affiliate of the
General Partner, provides advertising time for third parties on the Manitowoc
System. In consideration, the revenues generated from the third parties are
shared two-thirds and one-third between Infomercial and the Venture. During
the year ended December 31, 1995 and the nine months ended September 30, 1996,
the Venture received revenues from Infomercial totalling $4,559 and $1,199,
respectively.
The charges to the Venture for related party transactions were as follows
for the periods indicated:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-------------------------
1996 1995 1994
-------- ------- --------
<S> <C> <C> <C>
Management fees................................. $186,316 $81,634 $164,805
Allocation of expenses.......................... 222,361 282,057 272,753
Interest expense................................ 6,882 6,848 13,306
Amount of notes and advances outstanding........ 0 45,258 72,764
Highest amount of notes and advances
outstanding.................................... 45,258 77,215 72,764
Programming fees:
Superaudio.................................... 7,138 6,318 6,105
Jones Education Company....................... 22,229 19,519 8,848
</TABLE>
USE OF PROCEEDS FROM MANITOWOC SYSTEM SALE
The following is a brief summary of the Partnership's estimated use of the
proceeds from the sale of the Manitowoc System. All of the following selected
financial information is based upon amounts as of December 31, 1996 and
certain estimates of liabilities at closing. Final results may differ from
these estimates. A more detailed discussion of the financial consequences of
the sale of the Manitowoc System is set forth below under the caption
"Unaudited Pro Forma Financial Information." All limited partners are
encouraged to review carefully the unaudited pro forma financial statements
and notes thereto.
If the holders of a majority of limited partnership interests of the four
partnerships that comprise the Venture approve the proposed sale of the
Manitowoc System and the transaction is closed, the Venture will pay all of
its indebtedness and then the net sale proceeds will be distributed to the
four constituent partnerships of the Venture. The Partnership will receive 47
percent of such proceeds and the Partnership will distribute this portion of
the net sale proceeds pursuant to the terms of the Partnership Agreement. The
estimated uses of the sale proceeds are as follows:
<TABLE>
<S> <C>
Contract Sales Price of the Manitowoc System.................... $16,122,333
Add:Cash on Hand................................................ 3,573,400
Less:Estimated Net Closing Adjustments.......................... (390,877)
Repayment of Debt............................................ (3,679)
-----------
Cash Available for Distribution to Joint Venturers......... 19,301,177
Cash Distributed to Other Joint Venturers.................. (10,250,855)
-----------
Cash Available for Distribution by the Partnership......... $ 9,050,322
===========
Limited Partners' Share (75%).............................. $ 6,944,099
===========
General Partner's Share (25%).............................. $ 2,106,223
===========
</TABLE>
24
<PAGE>
Based upon financial information available at December 31, 1996, below is an
estimate of all cash distributions that will have been made to limited
partners after the distribution of the proceeds from the sale of the Manitowoc
System is completed.
<TABLE>
<S> <C>
Summary of Estimated Cash Distributions to Limited Partners:
Return of Limited Partners' Initial Capital on the 1990 Sale
of the Venture's Wisconsin Systems........................... $25,000,000
Limited Partners' Share of Residual Proceeds on the 1990 Sale
of the Venture's Wisconsin Systems........................... 24,016,548
Limited Partners' Share of Residual Proceeds on the 1997 Sale
of the Venture's Manitowoc System............................ 6,944,099
-----------
Total Estimated Cash Received by Limited Partners............. $55,960,647
===========
Total Cash Received per $1,000 of Limited Partnership Capital. $ 2,238
===========
Total Cash Received per $500 Limited Partnership Interest .... $ 1,119
===========
</TABLE>
The estimated after-tax internal rate of return on an investment in the
Partnership is approximately 12.7 percent. This internal rate of return
includes the distribution to be made of the net proceeds from the sale of the
Manitowoc System and the prior distribution of the net proceeds from the sale
of the Venture's Wisconsin systems in June 1990.
Based on financial information available at December 31, 1996, the following
table presents the estimated results of the Partnership when the Venture has
completed the sale of the Manitowoc System:
<TABLE>
<S> <C>
Dollar Amount Raised....................................... $25,000,000
Number of Cable Television Systems Purchased Directly...... None
Number of Cable Television Systems Purchased Indirectly.... Eight
Date of Closing of Offering................................ April 1984
Date of First Sale of Properties........................... September 1989
Tax and Distribution Data per $1,000 of Limited Partnership
Capital:
Federal Income Tax Results
Ordinary Income (Loss)
--from operations...................................... $(1,392)
--from recapture....................................... $ 1,883
Capital Gain (Loss).................................... $ 747
Cash Distributions to Investors
Source (on GAAP basis)
--investment income.................................... $ 1,238
--return of capital.................................... $ 1,000
Source (on cash basis)
--sales................................................ $ 2,238
</TABLE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF CABLE TV FUND 11-D, LTD.
The following unaudited pro forma financial statements assume that as of
December 31, 1996, the Venture had sold the Manitowoc System for $16,122,333.
The funds available to the Venture, adjusting for the estimated net closing
adjustments of the Manitowoc System, are expected to total approximately
$15,731,456. Such funds will be used to repay indebtedness and the balance
will be distributed to the four constituent partnerships of the Venture
pursuant to the percentage ownership interests in the Venture of each
Partnership and then each partnership will distribute its share of the net
proceeds pursuant to the terms of their partnership agreements, which will be
75 percent to the limited partners and 25 percent to the General Partner.
The unaudited pro forma financial statements should be read in conjunction
with the appropriate notes to the unaudited pro forma financial statements.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED UPON
AMOUNTS AS OF DECEMBER 31, 1996 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
25
<PAGE>
CABLE TV FUND 11-D, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
----------- ----------- ----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents................... $ -- $9,050,322 $9,050,322
Investment in cable television venture...... 2,908,226 (2,908,226) --
---------- ---------- ----------
Total Assets............................ $2,908,226 $6,142,096 $9,050,322
========== ========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accrued distribution to Limited Partners.. $ -- $6,944,099 $6,944,099
Accrued distribution to General Partner... -- 2,106,223 2,106,223
---------- ---------- ----------
Total Liabilities....................... -- 9,050,322 9,050,322
---------- ---------- ----------
Partners' Capital (Deficit):
General Partner........................... (172,820) 172,820 --
Limited Partners.......................... 3,081,046 (3,081,046) --
---------- ---------- ----------
Total Partners' Capital (Deficit)....... 2,908,226 (2,908,226) --
---------- ---------- ----------
Total Liabilities and Partners' Capital
(Deficit)................................ $2,908,226 $6,142,096 $9,050,322
========== ========== ==========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are an
integral part of this unaudited balance sheet.
26
<PAGE>
CABLE TV FUND 11-D, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
----------- ----------- ---------
<S> <C> <C> <C>
EQUITY IN NET INCOME OF CABLE TELEVISION
JOINT VENTURE................................ $196,162 $(196,162) $ --
-------- --------- --------
NET INCOME.................................... $196,162 $(196,162) $ --
======== ========= ========
NET INCOME PER LIMITED PARTNERSHIP UNIT....... $ 3.88 $ (3.88) $ --
======== ========= ========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are an
integral part of this unaudited statement.
27
<PAGE>
CABLE TV FUND 11-D, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The Partnership has a 47 percent ownership interest in the Venture
through capital contributions made during 1984 of $21,100,000. The following
calculations present the sale of the Manitowoc System and the resulting
estimated distributions to be received by the Partnership.
2) The unaudited pro forma balance sheet of the Partnership assumes that the
Venture had sold the Manitowoc System for $16,122,333 as of December 31, 1996.
The unaudited statement of operations of the Partnership assumes that the
Venture had sold the Manitowoc System as of January 1, 1996.
3) The Venture had a cash balance of $3,573,400 at December 31, 1996. Of
this cash balance, approximately $1,389,000 represents cash generated from the
operations of the Manitowoc System and approximately $2,184,000 represents
residual proceeds from the sale of the Wisconsin systems in 1990. This cash
will be distributed with the net proceeds from the sale of the Manitowoc
System. The $1,389,000 generated from the operations of the Manitowoc System
will be distributed 99 percent to the limited partners and 1 percent to the
General Partner. The $2,184,000 of residual proceeds will be distributed 75
percent to the limited partners and 25 percent to the General Partner.
4) The estimated gain recognized from the sale of the Manitowoc System and
corresponding estimated distribution to limited partners as of December 31,
1996 has been computed as follows:
GAIN ON SALE OF ASSETS:
<TABLE>
<S> <C>
Contract sales price.............................................. $16,122,333
Less: Net book value of investment in cable television properties
at September 30, 1996....................................... (2,441,259)
Additional franchise costs..................................... (1,850,000)
-----------
Gain on sale of assets............................................ $11,831,074
===========
Partnership's share of gain on sale of assets..................... $ 5,547,459
===========
DISTRIBUTIONS TO PARTNERS:
Contract sales price.............................................. $16,122,333
Add:Trade receivables, net........................................ 102,383
Prepaid expenses.................................................. 61,804
Less:Accrued liabilities assumed by the General Partner........... (533,675)
Subscriber prepayments............................................ (21,389)
-----------
Adjusted cash received............................................ 15,731,456
Less:Outstanding debt to third parties............................ (3,679)
Add:Cash on hand.................................................. 3,573,400
-----------
Cash available for distribution................................... 19,301,177
Cash distributed to other Joint Venturers......................... (10,250,855)
-----------
Cash available for distribution by the Partnership................ $ 9,050,322
===========
Amount due Limited Partners (75%)................................. $ 6,944,099
===========
Amount due General Partner (25%).................................. $ 2,106,223
===========
</TABLE>
28
<PAGE>
AVAILABLE INFORMATION
The Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 is being mailed to the limited partners of the Partnership
together with this Proxy Statement. Copies of the three independent appraisals
of the fair market value of the Manitowoc System and copies of the Purchase
and Sale Agreement between the Venture and the Purchaser are available to each
limited partner of the Partnership upon written request to Elizabeth M.
Steele, Secretary, Jones Intercable, Inc., 9697 East Mineral Avenue,
Englewood, Colorado 80112, (303) 792-3111. Copies of these documents will be
provided at the expense of the requesting limited partner.
A Rule 13e-3 Transaction Statement furnishing certain additional information
with respect to the transaction described herein has been jointly filed by the
Partnership and the General Partner with the Securities and Exchange
Commission.
INCORPORATION BY REFERENCE
The Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 is incorporated by reference in this Proxy Statement. The
Partnership specifically incorporates by reference herein Item 1. Business,
Item 2. Properties, Item 5. Market for the Registrant's Common Stock and
Related Security Holder Matters, Item 6. Selected Financial Data, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Item 8. Financial Statements from its 1996 Annual Report on
Form 10-K.
29
<PAGE>
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF THE GENERAL PARTNER
Set forth below is the name, residence or business address, present
principal occupation or employment and five-year employment history of the
executive officers and directors of the General Partner. Also set forth is the
aggregate number of limited partnership interests of the Partnership
beneficially owned by each such person. The present principal occupation of
each executive officer of the General Partner is as an executive officer of
the General Partner. The Partnership has no officers or employees. All persons
listed, except for Messrs. Burney, MacDonald and Vanaselja, are citizens of
the United States. Messrs. Burney, MacDonald and Vanaselja are citizens of
Canada.
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
Glenn R. Jones Mr. Jones has served as Chairman of the 0
c/o Jones Intercable, Inc. Board of Directors and Chief Executive
9697 E. Mineral Avenue Officer of the General Partner since its
Englewood, CO 80112 formation in 1970.
Christopher J. Bowick Mr. Bowick is the General Partner's Group 0
c/o Jones Intercable, Inc. Vice President/Technology and its Chief
9697 E. Mineral Avenue Technical Officer. Prior to joining the
Englewood, CO 80112 General Partner in 1991, Mr. Bowick worked
as Vice President of Engineering of
Scientific Atlanta's transmission systems
business division.
Derek H. Burney Mr. Burney was appointed a Director of the 0
c/o Bell Canada General Partner in December 1994 and he
International Inc. became Vice Chairman of the General
1000 rue de la Gauchetiere Partner's Board in January 1995. Mr. Burney
Bureau 1100 joined BCE Inc., Canada's largest
Montreal (PQ) telecommunications company, in January
Canada H3B 4Y8 1993, and he has been Chairman of Bell
Canada International Inc., a subsidiary of
BCE Inc., since that time and, in addition,
he has been the subsidiary's Chief
Executive Officer since July 1993. Prior to
joining BCE Inc., Mr. Burney was Canada's
ambassador to the United States from 1989
to 1992.
Robert E. Cole Mr. Cole was appointed a director of the 0
c/o Jones Intercable, Inc. General Partner in March 1996. Mr. Cole is
9697 E. Mineral Avenue currently self-employed as a partner of
Englewood, CO 80112 First Variable Insurance Marketing and is
responsible for marketing to National
Association of Securities Dealers, Inc.
firms in northern California, Oregon,
Washington and Alaska. From 1993 to 1995,
Mr. Cole was the director of marketing for
Lamar Life Insurance Company; from 1992 to
1993, Mr. Cole was senior vice president of
PMI Inc., a third party lender serving the
special needs of corporate owned life
insurance (COLI) and from 1988 to 1992, Mr.
Cole was the principal of a specialty
investment banking firm that provided
services to finance the ownership and
growth of emerging companies, productive
assets and real property.
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
Kevin P. Coyle Mr. Coyle, Group Vice President/Finance of 0
c/o Jones Intercable, Inc. the General Partner, has been the General
9697 E. Mineral Avenue Partner's Chief Financial Officer since
Englewood, CO 80112 1990. Mr. Coyle has been an associate of
the General Partner since 1981.
William E. Frenzel Mr. Frenzel was appointed a Director of the 0
1775 Massachusetts Avenue, General Partner in April 1995. He has been
NW a Guest Scholar since 1991 with the
Washington, DC 20036 Brookings Institution, a research
organization located in Washington D.C.
Until his retirement in January 1991, Mr.
Frenzel served for twenty years in the
United States House of Representatives.
Donald L. Jacobs Mr. Jacobs was appointed a Director of the 0
60435 Tekampe Road General Partner in April 1995. From 1983 to
Bend, OR 97702 1992, at which time Mr. Jacobs retired, Mr.
Jacobs was an executive officer of TRW.
Prior to his retirement, he was Vice
President and Deputy Manager of the Space
and Defense Sector; prior to that
appointment, he was the Vice President and
General Manager of the Defense Systems
Group; and prior to that appointment, he
was President of ESL, Inc., a subsidiary of
TRW.
Larry Kaschinske Mr. Kaschinske has been the Controller and 0
c/o Jones Intercable, Inc. Chief Accounting Officer of the General
9697 E. Mineral Avenue Partner since 1994. Mr. Kaschinske has been
Englewood, CO 80112 an associate of the General Partner since
1984.
James J. Krejci Mr. Krejci has been a Director of the 0
c/o Jones Intercable, Inc. General Partner since 1987. He was the
9697 E. Mineral Avenue President of the International Division of
Englewood, CO 80112 International Gaming Technology
headquartered in Reno, Nevada from May 1994
until March 1995. Prior to joining
International Gaming Technology, Mr. Krejci
had been a Group Vice President of the
General Partner since 1987.
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
John A. MacDonald Mr. MacDonald was appointed a Director of 0
c/o Bell Canada the General Partner in November 1995. Mr.
International Inc. MacDonald is Executive Vice President-
1000 rue de la Gauchetiere Business Development and Chief Technology
Bureau 1100 Officer of Bell Canada. Prior to joining
Montreal (PQ) Bell Canada in November 1994, he was
Canada H3B 4Y8 President and Chief Executive Officer of
The New Brunswick Telephone Company, a post
he had held since March of that year. Mr.
MacDonald began his career with NBTel in
1977 and he held various posts with that
Company until his departure in November
1994.
James B. O'Brien Mr. O'Brien has been President and a 0
c/o Jones Intercable, Inc. Director of the General Partner since 1989.
9697 E. Mineral Avenue Mr. O'Brien has been with the General
Englewood, CO 80112 Partner since 1982 in various operational
management positions.
Raphael M. Solot Mr. Solot was appointed a director of the 0
c/o Jones Intercable, Inc. General Partner in March 1996. Mr. Solot is
9697 E. Mineral Avenue an attorney in private practice. He has
Englewood, CO 80112 practiced law for 31 years with an emphasis
on franchise, corporate and partnership law
and complex litigation.
Elizabeth M. Steele Ms. Steele joined the General Partner in 0
c/o Jones Intercable, Inc. 1987 as Vice President/General Counsel and
9697 E. Mineral Avenue Secretary. Prior to that time, Ms. Steele
Englewood, CO 80112 was a partner at Davis, Graham & Stubbs, a
Denver, Colorado law firm that serves as
counsel to the General Partner.
Howard O. Thrall Mr. Thrall was appointed a director of the 0
c/o Jones Intercable, Inc. General Partner in March 1996 and he had
9697 E. Mineral Avenue previously served as a director of the
Englewood, CO 80112 General Partner from December 1988 to
December 1994. Mr. Thrall is senior vice
president--corporate development for First
National Net, Inc., a leading service
provider for the mortgage banking industry.
From September 1993 through July 1996, Mr.
Thrall served as vice president of sales,
Asian region for World Airways, Inc. From
1984 until August 1993, Mr. Thrall was with
the McDonnell Douglas Corporation, where he
was a regional vice president, commercial
marketing with the Douglas Aircraft Company
subsidiary.
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
Siim A. Vanaselja Mr. Vanaselja was appointed a director of 0
c/o Bell Canada the General Partner in August 1996. Mr.
International Inc. Vanaselja joined BCE, Inc., Canada's
1000 rue de la Gauchetiere largest telecommunications company, in
Bureau 1100 February 1994 and he has served in various
Montreal (PQ) Canada H3B capacities with that company and its
4Y8 subsidiaries since that time. He currently
serves as Chief Financial Officer at Bell
Canada International Inc. Prior to joining
BCE Inc. and since August 1989, Mr.
Vanaselja was a partner in the Toronto
office of KPMG Peat Marwick Thorne.
Raymond L. Vigil Mr. Vigil has been Group Vice 0
c/o Jones Intercable, Inc. President/Human Resources of the General
9697 E. Mineral Avenue Partner since 1993. Previous to joining the
Englewood, CO 80112 General Partner, Mr. Vigil served as
Executive Director of Learning at U S West.
Prior to U S West, Mr. Vigil worked in
various human resources posts over a 14-
year term with the IBM Corporation.
Ruth E. Warren Ms. Warren has been Group Vice 0
c/o Jones Intercable, Inc. President/Operations of the General Partner
9697 E. Mineral Avenue since 1990. Ms. Warren has been with the
Englewood, CO 80112 General Partner in various operational
management positions since 1980.
Cynthia A. Winning Ms. Winning joined the General Partner as 0
c/o Jones Intercable, Inc. Group Vice President/Marketing in December
9697 E. Mineral Avenue 1994. Prior to joining the General Partner,
Englewood, CO 80112 Ms. Winning served in 1994 as the President
of PRS Inc., a Denver, Colorado sports and
event marketing company. From 1979 to 1981
and from 1986 to 1994, Ms. Winning served
as the Vice President and Director of
Marketing for Citicorp Retail Services,
Inc.
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF LIMITED
PARTNERSHIP INTERESTS
NAME AND ADDRESS OCCUPATION OR EMPLOYMENT BENEFICIALLY OWNED
---------------- ------------------------ ---------------------
<S> <C> <C>
Sanford Zisman Mr. Zisman was appointed a director of the
c/o Jones Intercable, Inc. General Partner in June 1996. Mr. Zisman is
9697 E. Mineral Avenue a member of the law firm Zisman & Ingraham,
Englewood, CO 80112 P.C. of Denver, Colorado. He has practiced
law for 31 years, with an emphasis on tax,
business and estate planning and probate
administration.
Robert L. Zoellick Mr. Zoellick was appointed a Director of the 0
3900 Wisconsin Avenue, NW General Partner in April 1995. Mr. Zoellick
Washington, DC 20016 is Executive Vice President, General
Counsel and Corporate Secretary of Fannie
Mae, a federally chartered and stockholder-
owned corporation that is the largest
housing finance investor in the United
States. From August 1992 to January 1993,
Mr. Zoellick served as Deputy Chief of
Staff of the White House and Assistant to
the President. From May 1991 to August
1992, Mr. Zoellick served concurrently as
the Under Secretary of State for Economic
and Agricultural Affairs and as Counselor
of the Department of State. From 1985 to
1988, Mr. Zoellick served at the Department
of Treasury in various capacities.
</TABLE>
34
<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
----- -----
Commission file number: 0-13171
CABLE TV FUND 11-D, LTD.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0917842
-------- ----------
(State of Organization) (IRS Employer Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's
telephone no. 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 registrants, (1) have 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) have 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: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)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
<PAGE>
Information contained in this Form 10-K 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 Form 10-K Report that address activities, events or
developments that the Partnership, the Venture 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 a number of risks and uncertainties. Actual results could
differ materially from the results predicted by these forward-looking
statements.
PART I.
-------
ITEM 1. BUSINESS
-----------------
THE PARTNERSHIP. Cable TV Fund 11-D, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 11 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner"). Cable TV Fund 11-A, Ltd. ("Fund 11-A"), Cable TV Fund 11-B,
Ltd. ("Fund 11-B") and Cable TV Fund 11-C, Ltd. ("Fund 11-C") are the other
partnerships that were formed pursuant to the Program. The Partnership, Fund
11-A, Fund 11-B and Fund 11-C formed a general partnership known as Cable TV
Joint Fund 11 (the "Venture") in which the Partnership owns an 47 percent
interest, Fund 11-A owns an 18 percent interest, Fund 11-B owns a 8 percent
interest and Fund 11-C owns a 27 percent interest. The Partnership and the
Venture were formed for the purpose of acquiring and operating cable television
systems.
The Partnership does not directly own any cable television systems.
The Partnership's only asset is its 47 percent ownership interest in the
Venture, and the Venture's only asset is the cable television system serving
subscribers in Manitowoc, Wisconsin (the "Manitowoc System").
PROPOSED DISPOSITION OF CABLE TELEVISION SYSTEM. The Venture has
entered into an asset purchase agreement to sell the Manitowoc System to the
General Partner. Because the City of Manitowoc had not consented to the
transfer of the franchise by the asset purchase agreement's original expiration
date of September 30, 1996, the Venture and the General Partner amended the
asset purchase agreement to extend the period in which to close the sale of the
Manitowoc System to June 30, 1997. Under the terms of the asset purchase
agreement, as amended, the sale price for the Manitowoc System will be
$16,122,333.
The closing of the sale of the Manitowoc System is subject to the
approval of the limited partners of each of the partnerships that comprise the
Venture. There can be no assurance that any such approvals will be obtained.
The General Partner, on behalf of the partnerships that comprise the Venture, is
in the process of preparing proxy solicitation materials to seek the approval of
the limited partners of the four constituent partnerships of the Venture.
If the proposed sale of the Manitowoc System is closed, the Venture
will pay all of its indebtedness, which totaled $3,679 at December 31, 1996, and
then the net sale proceeds plus the Venture's cash on hand will be distributed
to the four constituent partnerships of the Venture in proportion to their
ownership interests in the Venture. The Partnership accordingly will receive 47
percent of such proceeds, estimated to total approximately $9,050,322, which it
will distribute to its partners. The Partnership also will distribute its cash
on hand from the remaining proceeds from the prior sales of systems and from
operations.Cash generated from operations totaling approximately $653,018 will
be distributed 99% to the limited partners and 1% to the General Partner.
Because limited partners have already received distributions in an amount in
excess of the capital initially contributed to the Partnership by the limited
partners, the Partnership's portion of the remaining proceeds from the sale of
other Wisconsin systems formerly owned by the Venture and the net proceeds from
the Manitowoc System's sale will be distributed 75 percent to the limited
partners and 25 percent to the General Partner. Based upon pro forma financial
information as of December 31, 1996, the limited partners of the Partnership, as
a group, will receive approximately $6,944,099 and the General Partner will
receive approximately $2,106,223. Limited partners will receive approximately
$139 for each $500 limited partnership interest, or $278 for each $1,000
invested in the Partnership.
2
<PAGE>
sale. Once the Partnership has completed the distribution of these amounts, its
portion of the net proceeds from the sale of the Manitowoc System, limited
partners of the Partnership will have received a total of $1,119 for each $500
limited partnership interest, or $2,238 for each $1,000 invested in the
Partnership, taking into account the prior distributions to limited partners
made in 1990. After the Partnership distributes these amounts, the Partnership
will be dissolved and liquidated.
CABLE TELEVISION SERVICES. The Manitowoc System offers to its
subscribers various types of programming, which include basic service, tier
service, premium service, pay-per-view programs and packages including several
of these services at combined rates.
Basic cable television service usually consists of signals of all four
national television networks, various independent and educational television
stations (both VHF and UHF) and certain signals received from satellites. Basic
service also usually includes programs originated locally by the system, which
may consist of music, news, weather reports, stock market and financial
information and live or videotaped programs of a public service or entertainment
nature. FM radio signals are also frequently distributed to subscribers as part
of the basic service.
The Manitowoc System offers tier services on an optional basis to its
subscribers. A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN),
Turner Network Television (TNT), Family Channel, Discovery and others, and the
cable television operators buy tier programming from these networks. The
Manitowoc System also offers a package that includes the basic service channels
and the tier services.
The Manitowoc System also offers premium services to its subscribers,
which consist of feature films, sporting events and other special features that
are presented without commercial interruption. The cable television operators
buy premium programming from suppliers such as HBO, Showtime, Cinemax or others
at a cost based on the number of subscribers the cable operator serves. Premium
service programming usually is significantly more expensive than the basic
service or tier service programming, and consequently cable operators price
premium service separately when sold to subscribers.
The Manitowoc System also offers to subscribers pay-per-view
programming. Pay-per-view is a service that allows subscribers to receive
single programs, frequently consisting of motion pictures that have recently
completed their theatrical exhibitions and major sporting events, and to pay for
such service on a program-by-program basis.
REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Manitowoc System. At December
31, 1996, the Manitowoc System's monthly basic service rate was $20.66, the
monthly basic and tier ("basic plus") service rate was $11.08 and the monthly
premium services ranged from $4.97 to $9.95 per premium service. In addition,
the Venture earns revenues from pay-per-view programs and advertising fees.
Related charges may include a nonrecurring installation fee that ranges from
$1.99 to $35.00; however, from time to time the Manitowoc System has followed
the common industry practice of reducing or waiving the installation fee during
promotional periods. Commercial subscribers such as hotels, motels and
hospitals are charged a nonrecurring connection fee that usually covers the cost
of installation. Except under the terms of certain contracts with commercial
subscribers and residential apartment and condominium complexes, the subscribers
are free to discontinue the service at any time without penalty. For the year
ended December 31, 1996, of the total fees received by the Manitowoc System,
basic service and tier service fees accounted for approximately 72% of total
revenues, premium service fees accounted for approximately 17% of total
revenues, pay-per-view fees were approximately 1% of total revenues, advertising
fees were approximately 6% of total revenues and the remaining 4% of total
revenues came principally from equipment rentals, installation fees and program
guide sales. The Venture is dependent upon the timely receipt of service fees
to provide for maintenance and replacement of plant and equipment, current
operating expenses and other costs of the Manitowoc System.
3
<PAGE>
FRANCHISES. The Venture holds one franchise for the City of Manitowoc.
The term of the original franchise with the City of Manitowoc expired in 1995.
Effective as of January 1, 1997, the Venture entered into a new franchise with
the City of Manitowoc with a five-year term, said term expiring on December 31,
2001.
The Manitowoc System's franchise provides for the payment of a
franchise fee to the City of Manitowoc in the amount of 5% of the gross revenues
of the Manitowoc System. The 1984 Cable Act prohibits franchising authorities
from imposing annual franchise fees in excess of 5% of gross revenues and also
permits the cable television system operator to seek renegotiation and
modification of franchise requirements if warranted by changed circumstances.
COMPETITION. Cable television systems currently experience
competition from several sources.
Broadcast Television. Cable television systems have traditionally
---------------------
competed with broadcast television, which consists of television signals that
the viewer is able to receive directly on his television without charge using an
"off-air" antenna. The extent of such competition is dependent in part upon the
quality and quantity of signals available by such antenna reception as compared
to the services provided by the local cable system. Accordingly, it has
generally been less difficult for cable operators to obtain higher penetration
rates in rural areas where signals available off-air are limited, than in
metropolitan areas where numerous, high quality off-air signals are often
available without the aid of cable television systems.
Traditional Overbuild. Cable television franchises are not exclusive,
---------------------
so that more than one cable television system may be built in the same area
(known as an "overbuild"), with potential loss of revenues to the operator of
the original cable television system. The General Partner has experienced
overbuilds in connection with certain systems that it has owned or managed for
limited partnerships, and currently there are overbuilds in the systems owned or
managed by the General Partner. Constructing and developing a cable television
system is a capital intensive process, and it is often difficult for a new cable
system operator to create a marketing edge over the existing system. Generally,
an overbuilder would be required to obtain franchises from the local
governmental authorities, although in some instances, the overbuilder could be
the local government itself. In any case, an overbuilder would be required to
obtain programming contracts from entertainment programmers and, in most cases,
would have to build a complete cable system, including headends, trunk lines and
drops to individual subscribers homes, throughout the franchise areas.
DBS. High-powered direct-to-home satellites have made possible the
---
wide-scale delivery of programming to individuals throughout the United States
using small roof-top or wall-mounted antennas. Several companies began offering
direct broadcast satellite ("DBS") service over the last few years and
additional entrants are expected. Companies offering DBS service use video
compression technology to increase channel capacity of their systems to 100 or
more channels and to provide packages of movies, satellite network and other
program services which are competitive to those of cable television systems.
DBS cannot currently offer its subscribers local programming, although at least
one future DBS entrant is attempting to offer customers regional delivery of
local broadcast signals. In addition to emerging high-powered DBS competition,
cable television systems face competition from a major medium-powered satellite
distribution provider and several low-powered providers, whose service requires
use of much larger home satellite dishes. Not all subscribers terminate cable
television service upon acquiring a DBS system. The General Partner has
observed that there are DBS subscribers that also elect to subscribe to cable
television service in order to obtain the greatest variety of programming on
multiple television sets, including local programming not available through DBS
service. The ability of DBS service providers to compete successfully with the
cable television industry will depend on, among other factors, the ability of
DBS providers to overcome certain legal and technical hurdles and the
availability of equipment at reasonable prices.
Telephone. Federal cross-ownership restrictions historically limited
---------
entry by local telephone companies into the cable television business. The 1996
Telecommunications Act (the "1996 Telecom Act") eliminated this cross-ownership
restriction, making it possible for companies with considerable resources to
overbuild existing cable operators and enter the business. Several telephone
companies have begun seeking cable television franchises from local governmental
authorities and constructing cable television systems. Ameritech, one of the
4
<PAGE>
seven regional Bell Operating Companies ("BOCs"), which provides telephone
service in a multi-state region including Illinois, has been the most active BOC
in seeking local cable franchises within its service area. It has already begun
cable service in Naperville, Illinois and has also obtained franchises for Glen
Ellyn and Vernon Hills, Illinois, all of which are currently served by cable
systems owned by three partnerships managed by the General Partner. The General
Partner cannot predict at this time the extent of telephone company competition
that will emerge to owned or managed cable television systems. The entry of
telephone companies as direct competitors, however, is likely to continue over
the next several years and could adversely affect the profitability and market
value of the General Partner's owned and managed systems. The entry of electric
utility companies into the cable television business, as now authorized by the
1996 Telecom Act, could have a similar adverse effect.
Private Cable. Additional competition is provided by private cable
-------------
television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, and
private residential communities. These private cable systems may enter into
exclusive agreements with apartment owners and homeowners associations, which
may preclude operators of franchised systems from serving residents of such
private complexes. Private cable systems that do not cross public rights of way
are free from the federal, state and local regulatory requirements imposed on
franchised cable television operators. In some cases, the Partnership has been
unable to provide cable television service to buildings in which private
operators have secured exclusive contracts to provide video and telephony
services. The Partnership is interested in providing these same services, but
expects that the market to install and provide these services in multi-unit
buildings will continue to be highly competitive.
MMDS. Cable television systems also compete with wireless program
----
distribution services such as multichannel, multipoint distribution service
("MMDS") systems, commonly called wireless cable, which are licensed to serve
specific areas. MMDS uses low-power microwave frequencies to transmit
television programming over-the-air to paying subscribers. The MMDS industry is
less capital intensive than the cable television industry, and it is therefore
more practical to construct MMDS systems in areas of lower subscriber
penetration. Wireless cable systems are now in direct competition with cable
television systems in several areas of the country, including the system in Pima
County, Arizona owned by the General Partner. Telephone companies have recently
acquired or invested in wireless companies, and may use MMDS systems to provide
services within their service areas in lieu of wired delivery systems.
Enthusiasm for MMDS has waned in recent months, however, as Bell Atlantic and
NYNEX have suspended their investment in two major MMDS companies. To date, the
Venture has not lost a significant number of subscribers, nor a significant
amount of revenue, to MMDS operators competing with the Venture's cable
television systems. A series of actions taken by the FCC, however, including
reallocating certain frequencies to the wireless services, are intended to
facilitate the development of wireless cable television systems as an
alternative means of distributing video programming. The FCC recently held
auctions for spectrum that will be used by wireless operators to provide
additional channels of programming over larger distances. In addition, an
emerging technology, Local Multipoint Distribution services ("LMDS"), could also
pose a significant threat to the cable television industry, if and when it
becomes established. LMDS, sometimes referred to as cellular television, could
have the capability of delivering more than 100 channels of video programming to
a subscriber's home. The potential impact, however, of LMDS is difficult to
assess due to the newness of the technology and the absence of any current fully
operational LMDS systems.
Cable television systems are also in competition, in various degrees
with other communications and entertainment media, including motion pictures and
home video cassette recorders.
REGULATION AND LEGISLATION
- --------------------------
The operation of cable television systems is extensively regulated by
the FCC, some state governments and most local governments. The new 1996 Telecom
Act alters the
5
<PAGE>
regulatory structure governing the nation's telecommunications providers. It
removes barriers to competition in both the cable television market and the
local telephone market. Among other things, it also reduces the scope of cable
rate regulation.
The 1996 Telecom Act requires the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be determined.
Moreover, Congress and the FCC have frequently revisited the subject of cable
regulation. Future legislative and regulatory changes could adversely affect
the Venture's operations. This section briefly summarizes key laws and
regulations affecting the operation of the Venture's cable systems and does not
purport to describe all present, proposed, or possible laws and regulations
affecting the Venture.
Cable Rate Regulation. The 1992 Cable Act imposed an extensive rate
---------------------
regulation regime on the cable television industry. Under that regime, all
cable systems are subject to rate regulation, unless they face "effective
competition" in their local franchise area. Federal law now defines "effective
competition" on a community-specific basis as requiring either low penetration
(less than 30%) by the incumbent cable operator, appreciable penetration (more
than 15%) by competing multichannel video providers ("MVPs"), or the presence of
a competing MVP affiliated with a local telephone company.
Although the FCC rules control, local government units (commonly
referred to as local franchising authorities or "LFAs") are primarily
responsible for administering the regulation of the lowest level of cable -- the
basic service tier ("BST"), which typically contains local broadcast stations
and public, educational, and government ("PEG") access channels. Before an LFA
begins BST rate regulation, it must certify to the FCC that it will follow
applicable federal rules, and many LFAs have voluntarily declined to exercise
this authority. LFAs also have primary responsibility for regulating cable
equipment rates. Under federal law, charges for various types of cable
equipment must be unbundled from each other and from monthly charges for
programming services. The 1996 Telecom Act allows operators to aggregate costs
for broad categories of equipment across geographic and functional lines. This
change should facilitate the introduction of new technology.
The FCC itself directly administers rate regulation of any cable
programming service tiers ("CPST"), which typically contain satellite-delivered
programming. Under the 1996 Telecom Act, the FCC can regulate CPST rates only
if an LFA first receives at least two rate complaints from local subscribers and
then files a formal complaint with the FCC. When new CPST rate complaints are
filed, the FCC now considers only whether the incremental increase is justified
and will not reduce the previously established CPST rate.
Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage. The FCC has modified its rate
adjustment regulations to allow for annual rate increases and to minimize
previous problems associated with regulatory lag. Operators also have the
opportunity of bypassing this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable. Premium cable services offered on a per-channel or per-
program basis remain unregulated, as do affirmatively marketed packages
consisting entirely of new programming product. Federal law requires that the
BST be offered to all cable subscribers, but limits the ability of operators to
require purchase of any CPST before purchasing premium services offered on a
per-channel or per-program basis.
The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
systems (regardless of size) on March 31, 1999. It also relaxes existing
uniform rate requirements by specifying that uniform rate requirements do not
apply where the operator faces "effective competition," and by exempting bulk
discounts to multiple dwelling units, although complaints about predatory
pricing still may be made to the FCC.
Cable Entry Into Telecommunications. The 1996 Telecom Act provides
-----------------------------------
that no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service. States are authorized, however, to impose
"competitively neutral" requirements regarding universal service, public safety
and welfare, service quality, and consumer protection. State and local
6
<PAGE>
governments also retain their authority to manage the public rights-of-way and
may require reasonable, competitively neutral compensation for management of the
public rights-of-way when cable operators provide telecommunications service.
The favorable pole attachment rates afforded cable operators under federal law
can be gradually increased by utility companies owning the poles (beginning in
2001) if the operator provides telecommunications service, as well as cable
service, over its plant.
Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators. One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers. Review of the FCC's
initial interconnection order is now pending before the Eighth Circuit Court of
Appeals.
Telephone Company Entry Into Cable Television. The 1996 Telecom Act
---------------------------------------------
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban. Local exchange
carriers ("LECs"), including the BOCs, can now compete with cable operators both
inside and outside their telephone service areas. Because of their resources,
LECs could be formidable competitors to traditional cable operators, and certain
LECs have begun offering cable service. As described above, the General Partner
is now witnessing the beginning of LEC competition in a few of its cable
communities.
Under the 1996 Telecom Act, a LEC providing video programming to
subscribers will be regulated as a traditional cable operator (subject to local
franchising and federal regulatory requirements), unless the LEC elects to
provide its programming via an "open video system" ("OVS"). To qualify for OVS
status, the LEC must reserve two-thirds of the system's activated channels for
unaffiliated entities.
Although LECs and cable operators can now expand their offerings
across traditional service boundaries, the general prohibition remains on LEC
buyouts (i.e., any ownership interest exceeding 10 percent) of co-located cable
systems, cable operator buyouts of co-located LEC systems, and joint ventures
between cable operators and LECs in the same market. The 1996 Telecom Act
provides a few limited exceptions to this buyout prohibition, including a
carefully circumscribed "rural exemption." The 1996 Telecom Act also provides
the FCC with the limited authority to grant waivers of the buyout prohibition
(subject to LFA approval).
Electric Utility Entry Into Telecommunications/Cable Television. The
---------------------------------------------------------------
1996 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services (including cable
television) notwithstanding the Public Utilities Holding Company Act. Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the FCC for operating authority.
Again, because of their resources, electric utilities could be formidable
competitors to traditional cable systems.
Additional Ownership Restrictions. The 1996 Telecom Act eliminates
---------------------------------
statutory restrictions on broadcast/cable cross-ownership (including broadcast
network/cable restrictions), but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems. The 1996 Telecom Act also eliminates the three year holding
period required under the 1992 Cable Act's "anti-trafficking" provision. The
1996 Telecom Act leaves in place existing restrictions on cable cross-ownership
with SMATV and MMDS facilities, but lifts those restrictions where the cable
operator is subject to effective competition. In January 1995, however, the FCC
adopted regulations which permit cable operators to own and operate SMATV
systems within their franchise area, provided that such operation is consistent
with local cable franchise requirements.
Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a
cable system from devoting more than 40% of its activated channel capacity to
the carriage of affiliated national program services. A companion rule
establishing a nationwide ownership cap on any cable operator equal to 30% of
all domestic cable subscribers has been stayed pending further judicial review.
7
<PAGE>
There are no federal restrictions on non-U.S. entities having an
ownership interest in cable television systems or the FCC licenses commonly
employed by such systems. Section 310(b)(4) of the Communications Act does,
however, prohibit foreign ownership of FCC broadcast and telephone licenses,
unless the FCC concludes that such foreign ownership is consistent with the
public interest. BCI's investment in the General Partner could, therefore,
adversely affect any plan to acquire FCC broadcast or common carrier licenses.
The Partnership, however, does not currently plan to acquire such licenses.
Must Carry/Retransmission Consent. The 1992 Cable Act contains
---------------------------------
broadcast signal carriage requirements that allow local commercial television
broadcast stations to elect once every three years between requiring a cable
system to carry the station ("must carry") or negotiating for payments for
granting permission to the cable operator to carry the station ("retransmission
consent"). Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent." Must carry requests can
dilute the appeal of a cable system's programming offerings, and retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse affect on the Venture's business.
Additionally, cable systems are required to obtain retransmission consent for
all "distant" commercial television stations (except for satellite-delivered
independent "superstations" such as WTBS). The constitutionality of the must
carry requirements has been challenged and is awaiting a decision from the U.S.
Supreme Court.
Access Channels. LFAs can include franchise provisions requiring
---------------
cable operators to set aside certain channels for public, educational and
governmental access programming. Federal law also requires cable systems to
designate a portion of their channel capacity (up to 15% in some cases) for
commercial leased access by unaffiliated third parties. The FCC has adopted
rules regulating the terms, conditions and maximum rates a cable operator may
charge for use of the designated channel capacity, but use of commercial leased
access channels has been relatively limited. The FCC released revised rules in
February 1997 which mandate a modest rate reduction and could make commercial
leased access a more attractive option to third party programmers.
Access to Programming. To spur the development of independent cable
---------------------
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring cable operators over competitors and requires such programmers to sell
their programming to other multichannel video distributors. This provision
limits the ability of vertically integrated cable programmers to offer exclusive
programming arrangements to cable companies.
Other FCC Regulations. In addition to the FCC regulations noted
---------------------
above, there are other FCC regulations covering such areas as equal employment
opportunity, subscriber privacy, programming practices (including, among other
things, syndicated program exclusivity, network program nonduplication, local
sports blackouts, indecent programming, lottery programming, political
programming, sponsorship identification, and children's programming
advertisements), registration of cable systems and facilities licensing,
maintenance of various records and public inspection files, frequency usage,
lockbox availability, antenna structure notification, tower marking and
lighting, consumer protection and customer service standards, technical
standards, and consumer electronics equipment compatibility. The FCC is
expected to impose new Emergency Alert System requirements on cable operators
this year. The FCC has the authority to enforce its regulations through the
imposition of substantial fines, the issuance of cease and desist orders and/or
the imposition of other administrative sanctions, such as the revocation of FCC
licenses needed to operate certain transmission facilities used in connection
with cable operations.
Two pending FCC proceedings of particular competitive concern involve
inside wiring and navigational devices. The former rulemaking is considering
ownership of cable wiring located inside multiple dwelling unit complexes. If
the FCC concludes that such wiring belongs to, or can be unilaterally acquired
by the complex owner, it will become easier for complex owners to terminate
service from the incumbent cable operator in favor of a new entrant. The latter
rulemaking is considering whether cable customers must be allowed to purchase
cable converters from third party vendors. If the FCC concludes that such
distribution is required, and does not
8
<PAGE>
make appropriate allowances for signal piracy concerns, it may become more
difficult for cable operators to combat theft of service.
Copyright. Cable television systems are subject to federal copyright
---------
licensing covering carriage of television and radio broadcast signals. In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool (that varies depending on the size
of the system and the number of distant broadcast television signals carried),
cable operators can obtain blanket permission to retransmit copyrighted material
on broadcast signals. The possible modification or elimination of this
compulsory copyright license is the subject of continuing legislative review and
could adversely affect the Partnership's ability to obtain desired broadcast
programming. In addition, the cable industry pays music licensing fees to BMI
and is negotiating a similar arrangement with ASCAP. Copyright clearances for
nonbroadcast programming services are arranged through private negotiations.
State and Local Regulation. Cable television systems generally are
--------------------------
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way.
Federal law now prohibits franchise authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises. Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
fails to comply with material provisions.
The terms and conditions of franchises vary materially from
jurisdiction to jurisdiction. Each franchise generally contains provisions
governing cable operations, service rates, franchise fees, system construction
and maintenance obligations, system channel capacity, design and technical
performance, customer service standards, and indemnification protections. A
number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility. Although LFAs have considerable
discretion in establishing franchise terms, there are certain federal
limitations. For example, LFAs cannot insist on franchise fees exceeding 5% of
the system's gross revenues, cannot dictate the particular technology used by
the system, and cannot specify video programming other than identifying broad
categories of programming.
Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal. Even if a franchise is
renewed, the franchise authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and services or
increased franchise fees as a condition of renewal. Similarly, if a franchise
authority's consent is required for the purchase or sale of a cable system or
franchise, such authority may attempt to impose more burdensome or onerous
franchise requirements in connection with a request for consent. Historically,
franchises have been renewed for cable operators that have provided satisfactory
services and have complied with the terms of their franchises.
GENERAL. The Venture's business consists of providing cable
television services to a large number of customers, the loss of any one of which
would have no material effect on the Venture's business. The Manitowoc System
has had some subscribers who later terminated the service. Terminations occur
primarily because people move to another home or to another city. In other
cases, people terminate on a seasonal basis or because they no longer can afford
or are dissatisfied with the service. The amount of past due accounts in the
Manitowoc System is not significant. The General Partner's policy with regard
to past due accounts is basically one of disconnecting service before a past due
account becomes material.
The Venture does not depend to any material extent on the availability
of raw materials; it carries no significant amounts of inventory and it has no
material backlog of customer orders. Neither the Venture nor the Partnership
has any employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Venture's funds
expended for such research and development has never been material.
9
<PAGE>
Compliance with federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Venture.
ITEM 2. PROPERTIES
-------------------
The Manitowoc System was acquired by the Venture in April 1984. The
following sets forth (i) the monthly basic plus service rate charged to
subscribers and (ii) the number of basic subscribers and pay units for the
Manitowoc System. The monthly basic service rate set forth herein represents
the basic service rate charged to the majority of the subscribers within the
Manitowoc System. In cable television systems, basic subscribers can subscribe
to more than one pay TV service. Thus, the total number of pay services
subscribed to by basic subscribers are called pay units. As of December 31,
1996, the Manitowoc System operated cable plant passing approximately 16,300
homes, with an approximate 71% penetration rate. Figures for numbers of
subscribers and homes passed are compiled from the General Partner's records and
may be subject to adjustments.
<TABLE>
<CAPTION>
At December 31,
-----------------------------
MANITOWOC SYSTEM 1996 1995 1994
- ---------------- ----------- ------- -------
<S> <C> <C> <C>
Monthly basic plus service rate $ 20.66 $ 20.66 $ 19.86
Basic subscribers 11,055 10,800 10,219
Pay units 6,914 7,753 6,639
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
--------------------------
None.
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 February 14, 1997, the number of equity security
holders in the Partnership was 4,008.
10
<PAGE>
Item 6. Selected Financial Data
- --------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------------------------
Cable TV Fund 11-D, Ltd.(a) 1996 1995 1994 1993 1992
- ------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
Net Income 196,162 212,839 174,985 115,601 152,648
Net Income
per Limited
Partnership Unit 3.88 4.21 3.46 2.29 3.02
Weighted Average
Number of Limited
Partnership Units
Outstanding 50,000 50,000 50,000 50,000 50,000
General Partner's
Deficit (172,820) (174,782) (176,910) (178,660) (179,816)
Limited Partners'
Capital 3,081,046 2,886,846 2,676,135 2,502,900 2,388,455
Total Assets 2,908,226 2,712,064 2,499,225 2,324,240 2,208,639
Debt - - - - -
General Partner
Advances - - - - -
</TABLE>
(a) Activity in Cable TV Fund 11-D, Ltd. is limited to its 47 percent equity
interest in Cable TV Joint Fund 11. See selected financial data for Cable TV
Joint Fund 11.
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------------------------
Cable TV Joint Fund 11 1996 1995 1994 1993 1992
- ------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $3,726,329 $3,632,675 $3,296,103 $3,292,675 $3,244,023
Depreciation and
Amortization 442,456 545,237 522,593 517,441 499,110
Operating Income 396,465 296,393 309,189 416,589 426,058
Net Income 418,346 453,912 373,181 246,536 325,547
Partners' Capital 7,470,103 7,051,757 6,597,845 6,224,664 5,978,128
Total Assets 8,028,846 7,504,046 7,099,110 6,610,142 6,723,916
Debt 3,679 9,917 26,385 20,129 29,188
Advances from
Jones Intercable, Inc. - 45,258 72,764 32,825 52,745
</TABLE>
11
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------
The following discussion of Cable TV Fund 11-D, Ltd.'s (the
"Partnership") and Cable TV Joint Fund 11's ("Joint Fund 11") financial
condition and results of operations 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. The Partnership's and
Joint Fund 11's actual results may differ significantly from the results
predicted in such forward-looking statements.
FINANCIAL CONDITION
- -------------------
Cable TV Fund 11-D, Ltd. -
- ------------------------
The investment in Joint Fund 11, accounted for under the equity method,
has increased by $196,162 to $2,908,226 at December 31, 1996 from $2,712,064 at
December 31, 1995. This increase represents the Partnership's proportionate
share of income generated by Joint Fund 11. Refer to Management's Discussion
and Analysis of Financial Condition and Results of Operations for Joint Fund 11.
Joint Fund 11 has entered into an asset purchase agreement to sell the
Manitowoc System to the General Partner. Because the City of Manitowoc had not
consented to the transfer of the franchise by the asset purchase agreement's
original expiration date of September 30, 1996, Joint Fund 11 and the General
Partner amended the asset purchase agreement to extend the period in which to
close the sale of the Manitowoc System to June 30, 1997. Under the terms of the
asset purchase agreement, as amended, the sales price of the Manitowoc System
will be $16,122,333.
The closing of the sale of the Manitowoc System is subject to the
approval of the limited partners of each of the partnerships that comprise Joint
Fund 11. There can be no assurance that such approvals will be obtained. The
General Partner, on behalf of the partnerships that comprise Joint Fund 11, is
in the process of preparing proxy solicitation materials to seek the approval of
the limited partners of the four constituent partnerships of Joint Fund 11.
The Partnership will receive 47 percent of the net sales proceeds,
estimated to total approximately $9,050,322, which will be distributed to its
partners. The Partnership also will distribute its cash on hand from the
remaining proceeds from prior sales of systems and from operations. Cash
generated from operations of approximately $653,018 will be distributed 99
percent to the limited partners and 1 percent to the General Partner. Because
limited partners have already received distributions in an amount in excess of
the capital initially contributed to the Partnership by the limited partners,
the Partnership's portion of the remaining proceeds from the sale of other
Wisconsin systems formerly owned by the Venture and the net proceeds from the
sale of the Manitowoc System will be distributed 75 percent to the limited
partners and 25 percent to the General Partner. Based upon pro forma financial
information as of December 31, 1996, the limited partners of the Partnership, as
a group, will receive approximately $6,944,099 and the General Partner will
receive approximately $2,106,223. As a result, it is anticipated that the
limited partners will receive approximately $139 for each $500 limited
partnership interest, or approximately $278 for each $1,000 invested in the
Partnership. Once the Partnership has completed the distribution of these
amounts, limited partners of the Partnership will have received a total of
approximately $1,119 for each $500 limited partnership interest, or
approximately $2,238 for each $1,000 invested in the Partnership, taking into
account the prior distributions to limited partners made in 1990. After the
Partnership distributes these amounts, the Partnership will be dissolved and
liquidated.
Cable TV Joint Fund 11 -
- ----------------------
Joint Fund 11 has entered into an asset purchase agreement to sell the
Manitowoc System to the General Partner. Because the City of Manitowoc had not
consented to the transfer of the franchise by the asset purchase agreement's
original expiration date of September 30, 1996, Joint Fund 11 and the General
Partner amended the asset purchase agreement to extend the period in which to
close the sale of the Manitowoc System to June 30, 1997. Under the terms of the
asset purchase agreement, as amended, the sales price of the Manitowoc System
will be $16,122,333.
The closing of the sale of the Manitowoc System is subject to the
approval of the limited partners of each of the partnerships that comprise Joint
Fund 11. There can be no assurance that such approvals will be obtained. The
General Partner, on behalf of the partnerships that comprise Joint Fund 11, is
in the process of preparing proxy solicitation materials to seek the approval of
the limited partners of the four constituent partnerships of Joint Fund 11.
12
<PAGE>
Upon the consummation of the proposed sale of the Manitowoc System, Joint
Fund 11 will pay all of its indebtedness, which totaled $3,679 at December 31,
1996, and then the net sales proceeds plus cash on hand will be distributed to
Cable TV Fund 11-A, Ltd., Cable TV Fund 11-B, Ltd., Cable TV Fund 11-C, Ltd. and
Cable TV Fund 11-D, Ltd. The net sales proceeds plus cash on hand will be
distributed as follows: Cable TV Fund 11-A, Ltd. will receive approximately
$3,516,674; Cable TV Fund 11-B, Ltd. will receive approximately $1,501,632;
Cable TV Fund 11-C, Ltd. will receive approximately $5,232,549 and Cable TV Fund
11-D, Ltd. will receive approximately $9,050,322. After Joint Fund 11
distributes the proceeds from the sale of the Manitowoc System to its partners,
Joint Fund 11 will be liquidated and dissolved.
Joint Fund 11 had no bank debt outstanding at December 31, 1996.
During 1996, Joint Fund 11 expended approximately $367,000 for capital
expenditures in the Manitowoc System. These expenditures were used for various
enhancements to maintain the value of the system until it is sold and were
funded from cash generated from operations. Capital expenditures in 1997 for the
Manitowoc System will consist of expenditures necessary to maintain the value of
the Manitowoc System until it is sold. Joint Fund 11 has sufficient liquidity
and capital resources, including cash on hand and its ability to generate cash
from operations, to meet its anticipated needs.
RESULTS OF OPERATIONS
- ---------------------
Cable TV Fund 11-D, Ltd. -
- ------------------------
Substantially all of the Partnership's operations are generated through
its 47 percent interest in Joint Fund 11. Management's Discussion and Analysis
of Financial Condition and Results of Operations for Joint Fund 11 should be
reviewed for pertinent comments regarding the Partnership's performance as
compared to prior periods.
Cable TV Joint Fund 11 -
- ----------------------
1996 compared to 1995
---------------------
Revenues in Joint Fund 11's Manitowoc System increased $93,654, or
approximately 3 percent, to $3,726,329 in 1996 compared to $3,632,675 in 1995.
An increase in the number of basic subscribers primarily accounted for the
increase in revenues in 1996. The number of basic subscribers increased by 255
subscribers, or approximately 2 percent, to 11,055 at December 31, 1996 from
10,800 at December 31, 1995. No other individual factor contributed
significantly to the increase in revenues.
Operating expenses consist primarily of costs associated with the
operation and administration of the Manitowoc System. The principal cost
components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.
Operating expenses in the Manitowoc System increased $107,377, or
approximately 5 percent, to $2,434,731 in 1996 compared to $2,327,354 in 1995.
Operating expenses represented approximately 65 percent of revenues in 1996
compared to approximately 64 percent of revenues in 1995. The increase in
operating expenses was due primarily to an increase in programming expenses and
an increase in copyright fees. No other individual factor significantly
affected the increase in operating expenses.
Management fees and allocated overhead from the General Partner decreased
$11,014, or approximately 2 percent, to $452,677 in 1996 compared to $463,691 in
1995. The decrease was due to a decrease in allocated overhead from the General
Partner.
Depreciation and amortization expense decreased $102,781, or
approximately 19 percent, to $442,456 in 1996 compared to $545,237 in 1995, due
to the maturation of the intangible asset base.
Operating income increased $100,072, or approximately 34 percent, to
$396,465 in 1996 compared to $296,393 in 1995. The increase was due to the
increase in revenues and the decreases in depreciation and amortization expense
and management fees and allocated overhead from the General Partner exceeding
the increase in operating expenses.
13
<PAGE>
The cable television industry generally measures the financial
performance of a cable television system in terms of operating income before
depreciation and amortization. This measure is not intended to be a substitute
or improvement upon the items disclosed on the financial statements, rather it
is included because it is an industry standard. Operating income before
depreciation and amortization decreased $2,709, or less than 1 percent, to
$838,921 in 1996 compared to $841,630. The decrease was due to the increase in
operating expenses exceeding the increase in revenues and decrease in management
fees and allocated overhead from the General Partner.
Interest income decreased $5,202 or approximately 3 percent, to
$161,078 in 1996 compared to $166,280 in 1995. This decrease was due to lower
interest rates on interest-bearing accounts in 1996.
Other expense totaled $139,197 in 1996 compared to other income of $1,242
in 1995. This change was due primarily to additional expenses incurred in 1996
from a sales and use tax audit. There are no open audits as of December 31,
1996.
Net income of Joint Fund 11 decreased $35,566, or approximately 8
percent, to $418,346 in 1996 compared to $453,912 in 1995. The decrease was due
primarily to the increase in other expense.
1995 compared to 1994
---------------------
Revenues in Joint Fund 11's Manitowoc System increased $336,572, or
approximately 10 percent, to $3,632,675 in 1995 compared to $3,296,103 in 1994.
An increase in the subscriber base accounted for approximately 55 percent of the
increase in revenues in 1995. The number of basic subscribers increased by 581
subscribers, or approximately 6 percent, to 10,800 at December 31, 1995 from
10,219 at December 31, 1994. The number of premium subscriptions increased by
614 subscriptions, or approximately 9 percent, to 7,753 at December 31, 1995
from 6,639 at December 31, 1994. Basic service rate increases accounted for
approximately 14 percent of the increase in revenues. An increase in
advertising sales activity accounted for approximately 22 percent of the
increase in revenues. No other individual factor contributed significantly to
the increase in revenues.
Operating expenses in the Manitowoc System increased $300,591, or
approximately 15 percent, to $2,327,354 in 1995 compared to $2,026,763 in 1994.
Operating expenses represented approximately 64 percent of revenues in 1995
compared to approximately 61 percent of revenues in 1994. The increase in
expenses was primarily due to an increase in programming fees, property tax
expense and advertising sales related expenses. The increase in advertising
sales related expenses was due, in part, to an increase in advertising sales
activity. No other individual factor significantly affected the increase in
operating expenses.
Management fees and allocated overhead from the General Partner increased
$26,133, or approximately 6 percent, to $463,691 for 1995 compared to $437,558
in 1994. The increase was due to the increase in revenues, upon which such fees
and allocations are based, and increases in allocated expenses from the General
Partner.
Depreciation and amortization expense increased $22,644, or approximately
4 percent, to $545,237 in 1995 compared to $522,593 in 1994 due to capital
additions in 1995 and 1994.
Operating income decreased $12,796, or approximately 4 percent, to
$296,393 in 1995 compared to $309,189 in 1994. The decrease was due to the
increases in operating expenses, management fees and allocated overhead from the
General Partner and depreciation and amortization expense exceeding the increase
in revenues.
Operating income before depreciation and amortization increased $9,848,
or approximately 1 percent, to $841,630 for 1995 compared to $831,782 in 1994.
The increase was due to the increase in revenues exceeding the increases in
operating expenses and management fees and allocated overhead from the General
Partner.
Interest income increased $79,146, or approximately 91 percent, to
$166,280 in 1995 compared to $87,134 in 1994. This increase was due to higher
cash balances and higher interest rates on interest-bearing accounts in 1995.
Interest expense decreased $5,713, or approximately 36 percent, to
$10,003 in 1995 compared to $15,716 in 1994. The decrease was due to lower
outstanding balances on interest bearing obligations in 1995.
Net income of Joint Fund 11 increased $80,731, or approximately 22
percent, to $453,912 in 1995 compared to $373,181 in 1994. The increase was due
primarily to the increase in interest income.
14
<PAGE>
Item 8. Financial Statements
-----------------------------
CABLE TV FUND 11-D, LTD. AND
----------------------------
CABLE TV JOINT FUND 11
----------------------
FINANCIAL STATEMENTS
--------------------
AS OF DECEMBER 31, 1996 AND 1995
--------------------------------
INDEX
-----
Page
--------------------------
11-D Joint Fund 11
---- -------------
Report of Independent Public Accountants 16 24
Balance Sheets 17 25
Statements of Operations 18 27
Statements of Partners' Capital (Deficit) 19 28
Statements of Cash Flows 20 29
Notes to Financial Statements 21 30
15
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Cable TV Fund 11-D, Ltd.:
We have audited the accompanying balance sheets of CABLE TV FUND 11-D,
LTD. (a Colorado limited partnership) as of December 31, 1996 and 1995, and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the three years in the period ended December 31, 1996. 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 generally accepted auditing
standards. 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 11-D,
Ltd. as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 7, 1997.
16
<PAGE>
CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
December 31,
------------------------
ASSETS (Note 1) 1996 1995
------ ----------- -----------
INVESTMENT IN CABLE TELEVISION JOINT VENTURE $ 2,908,226 $ 2,712,064
=========== ===========
PARTNERS' CAPITAL (DEFICIT)
---------------------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital $ 1,000 $ 1,000
Distributions (8,005,517) (8,005,517)
Accumulated earnings 7,831,697 7,829,735
----------- -----------
(172,820) (174,782)
----------- -----------
Limited Partners-
Net contributed capital
(50,000 units outstanding at
December 31, 1996 and 1995) 21,598,038 21,598,038
Distributions (49,016,548) (49,016,548)
Accumulated earnings 30,499,556 30,305,356
----------- -----------
3,081,046 2,886,846
----------- -----------
Total partners' capital (deficit) $ 2,908,226 $ 2,712,064
=========== ===========
The accompanying notes to financial statements
are an integral part of these balance sheets.
17
<PAGE>
CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
EQUITY IN NET INCOME OF CABLE
TELEVISION JOINT VENTURE $196,162 $212,839 $174,985
-------- -------- --------
NET INCOME $196,162 $212,839 $174,985
======== ======== ========
ALLOCATION OF NET INCOME:
General Partner $ 1,962 $ 2,128 $ 1,750
======== ======== ========
Limited Partners $194,200 $210,711 $173,235
======== ======== ========
NET INCOME PER LIMITED
PARTNERSHIP UNIT $ 3.88 $ 4.21 $ 3.46
======== ======== ========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 50,000 50,000 50,000
======== ======== ========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
18
<PAGE>
CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ (174,782) $ (176,910) $ (178,660)
Net income for year 1,962 2,128 1,750
---------- ---------- ----------
Balance, end of year $ (172,820) $ (174,782) $ (176,910)
========== ========== ==========
LIMITED PARTNERS:
Balance, beginning of year $2,886,846 $2,676,135 $2,502,900
Net income for year 194,200 210,711 173,235
---------- ---------- ----------
Balance, end of year $3,081,046 $2,886,846 $2,676,135
========== ========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
19
<PAGE>
CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 196,162 $ 212,839 $ 174,985
Adjustments to reconcile net income
to net cash provided by operating
activities:
Equity in net income of cable
television joint venture (196,162) (212,839) (174,985)
--------- --------- ---------
Net cash provided by operating activities - - -
--------- --------- ---------
Cash, beginning of year - - -
--------- --------- ---------
Cash, end of year $ - $ - $ -
========= ========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ - $ -
========= ========= =========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
20
<PAGE>
CABLE TV FUND 11-D, LTD.
------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------
Formation and Business
----------------------
Cable TV Fund 11-D, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on January 24, 1984, under a public program sponsored by
Jones Intercable, Inc. The Partnership was formed to acquire, construct,
develop and operate cable television systems. Jones Intercable, Inc.
("Intercable") is the "General Partner" and manager of the Partnership. The
General Partner and its subsidiaries also own and operate cable television
systems. In addition, the General Partner manages cable television systems for
other limited partnerships for which it is general partner and, also, for
affiliated entities. The Partnership owns a 47 percent interest in Cable TV
Joint Fund 11 ("Joint Fund 11") through capital contributions made during 1984
of $21,100,000, net of commissions and syndicated costs. Joint Fund 11 owns and
operates the cable television system serving the areas in and around the city of
Manitowoc, Wisconsin (the "Manitowoc System").
Proposed Sale of Cable Television System
----------------------------------------
Joint Fund 11 has entered into an asset purchase agreement to sell the
Manitowoc System to the General Partner. Because the City of Manitowoc had not
consented to the transfer of the franchise by the asset purchase agreement's
original expiration date of September 30, 1996, Joint Fund 11 and the General
Partner amended the asset purchase agreement to extend the period in which to
close the sale of the Manitowoc System to June 30, 1997. Under the terms of the
asset purchase agreement, as amended, the sales price of the Manitowoc System
will be $16,122,333.
The closing of the sale of the Manitowoc System is subject to the
approval of the limited partners of each of the partnerships that comprise Joint
Fund 11. There can be no assurance that such approvals will be obtained. The
General Partner, on behalf of the partnerships that comprise Joint Fund 11, is
in the process of preparing proxy solicitation materials to seek the approval of
the limited partners of the four constituent partnerships of Joint Fund 11.
The Partnership will receive 47 percent of the net sales proceeds,
estimated to total approximately $9,050,322, which will be distributed to its
partners. The Partnership also will distribute its cash on hand from the
remaining proceeds from prior sales of systems and from operations. Cash
generated from operations of approximately $653,018 will be distributed 99
percent to the limited partners and 1 percent to the General Partner. Because
limited partners have already received distributions in an amount in excess of
the capital initially contributed to the Partnership by the limited partners,
the Partnership's portion of the remaining proceeds from the sale of other
Wisconsin systems formerly owned by the Venture and the net proceeds from the
sale of the Manitowoc System will be distributed 75 percent to the limited
partners and 25 percent to the General Partner. Based upon pro forma financial
information as of December 31, 1996, the limited partners of the Partnership, as
a group, will receive approximately $6,944,099 and the General Partner will
receive approximately $2,106,223. As a result, it is anticipated that the
limited partners will receive approximately $139 for each $500 limited
partnership interest, or approximately $278 for each $1,000 invested in the
Partnership. Once the Partnership has completed the distribution of these
amounts, limited partners of the Partnership will have received a total of
approximately $1,119 for each $500 limited partnership interest, or
approximately $2,238 for each $1,000 invested in the Partnership, taking into
account the prior distributions to limited partners made in 1990. After the
Partnership distributes these amounts, the Partnership will be dissolved and
liquidated.
21
<PAGE>
Contributed Capital
-------------------
The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.
Intercable purchased its interest in the Partnership by contributing
$1,000 to partnership capital.
All profits and losses of the Partnership are 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 will be
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.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Accounting Records
------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's 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.
Investment in Cable Television Joint Venture
--------------------------------------------
The Partnership's investment in Joint Fund 11 is accounted for under the
equity method due to the Partnership's influence on Joint Fund 11 as a General
Partner. When compared to the December 31, 1995 balance, this investment has
increased by $196,162. This increase represents the Partnership's share of
income generated by Joint Fund 11 during 1996. The operations of Joint Fund 11
are significant to the Partnership and should be reviewed in conjunction with
these financial statements. Reference is made to the accompanying financial
statements of Joint Fund 11 on pages 25 to 33.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------
Management Fees and Distribution Ratios
---------------------------------------
Intercable manages the Partnership and Joint Fund 11 and receives a fee
for its services equal to 5 percent of the gross revenues of Joint Fund 11,
excluding revenues from the sale of cable television systems or franchises.
Any distributions made from cash flow (defined as cash receipts derived
from routine operations, less debt principal and interest payments and cash
expenses) are 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, will be made as follows:
first, to the limited partners in an amount which, together with all prior
distributions, will equal the amount initially contributed to the Partnership
capital by the limited partners; the balance, 75 percent to the limited partners
and 25 percent to Intercable. In July 1990, a distribution of $49,016,548 was
made to the limited partners from funds received from Joint Fund 11. This
amount included the return of initial contributed capital of $25,000,000. In
addition, $8,005,517 was distributed to Intercable.
(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 Intercable.
The Partnership's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result
22
<PAGE>
in changes with respect to the Partnership's qualification as such, or 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.
Taxable income reported to the partners is different from that reported
in the statements of operations due to the difference in depreciation allowed
under generally accepted accounting principles and the expense allowed for tax
purposes under the Modified Accelerated Cost Recovery System (MACRS). There are
no other significant differences between taxable income and the net income
reported in the statements of operations.
23
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Cable TV Joint Fund 11:
We have audited the accompanying balance sheets of CABLE TV JOINT FUND 11
(a Colorado general partnership) as of December 31, 1996 and 1995, and the
related statements of operations, partners' capital and cash flows for each of
the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the General Partners' management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 Joint Fund
11 as of December 31, 1996 and 1995, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 7, 1997.
24
<PAGE>
CABLE TV JOINT FUND 11
----------------------
(A General Partnership)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
-------------------------
ASSETS (Note 1) 1996 1995
------ ----------- -----------
<S> <C> <C>
CASH $ 3,573,400 $ 2,984,284
TRADE RECEIVABLES, less allowance for doubtful
receivables of $9,076 and $6,374 at
December 31, 1996 and 1995, respectively 102,383 133,491
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 6,472,080 7,957,720
Less- accumulated depreciation (4,030,821) (5,441,063)
----------- -----------
Total investment in cable television
properties 2,441,259 2,516,657
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,911,804 1,869,614
----------- -----------
Total assets $ 8,028,846 $ 7,504,046
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
25
<PAGE>
CABLE TV JOINT FUND 11
----------------------
(A General Partnership)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
-----------------------------
LIABILITIES AND PARTNERS' CAPITAL 1996 1995
--------------------------------- ------------- -------------
<S> <C> <C>
LIABILITIES:
Capital lease obligations $ 3,679 $ 9,917
Accounts payable-Jones Intercable, Inc. - 45,258
Trade accounts payable and accrued liabilities 533,675 381,765
Subscriber prepayments 21,389 15,349
------------- -------------
Total liabilities 558,743 452,289
------------- -------------
PARTNERS' CAPITAL:
Contributed capital 45,000,000 45,000,000
Distributions (118,914,493) (118,914,493)
Accumulated earnings 81,384,596 80,966,250
------------- -------------
7,470,103 7,051,757
------------- -------------
Total liabilities and
partners' capital $ 8,028,846 $ 7,504,046
============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
26
<PAGE>
CABLE TV JOINT FUND 11
----------------------
(A General Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES $3,726,329 $3,632,675 $3,296,103
COSTS AND EXPENSES:
Operating expenses 2,434,731 2,327,354 2,026,763
Management fees and allocated
overhead from Jones Intercable, Inc. 452,677 463,691 437,558
Depreciation and amortization 442,456 545,237 522,593
---------- ---------- ----------
OPERATING INCOME 396,465 296,393 309,189
---------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense - (10,003) (15,716)
Interest income 161,078 166,280 87,134
Other, net (139,197) 1,242 (7,426)
---------- ---------- ----------
Total other income (expense), net 21,881 157,519 63,992
---------- ---------- ----------
NET INCOME $ 418,346 $ 453,912 $ 373,181
========== ========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
27
<PAGE>
CABLE TV JOINT FUND 11
----------------------
(A General Partnership)
STATEMENTS OF PARTNERS' CAPITAL
-------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
CABLE TV FUND 11-A, LTD. (18%):
Balance, beginning of year $1,314,503 $1,231,800 $1,163,806
Net income for year 76,223 82,703 67,994
---------- ---------- ----------
Balance, end of year $1,390,726 $1,314,503 $1,231,800
---------- ---------- ----------
CABLE TV FUND 11-B, LTD. (8%):
Balance, beginning of year $ 585,797 $ 550,483 $ 521,450
Net income for year 32,547 35,314 29,033
---------- ---------- ----------
Balance, end of year $ 618,344 $ 585,797 $ 550,483
---------- ---------- ----------
CABLE TV FUND 11-C, LTD. (27%):
Balance, beginning of year $2,439,393 $2,316,337 $2,215,168
Net income for year 113,414 123,056 101,169
---------- ---------- ----------
Balance, end of year $2,552,807 $2,439,393 $2,316,337
---------- ---------- ----------
CABLE TV FUND 11-D, LTD. (47%):
Balance, beginning of year $2,712,064 $2,499,225 $2,324,240
Net income for year 196,162 212,839 174,985
---------- ---------- ----------
Balance, end of year $2,908,226 $2,712,064 $2,499,225
---------- ---------- ----------
TOTAL:
Balance, beginning of year $7,051,757 $6,597,845 $6,224,664
Net income for year 418,346 453,912 373,181
---------- ---------- ----------
Balance, end of year $7,470,103 $7,051,757 $6,597,845
========== ========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
28
<PAGE>
CABLE TV JOINT FUND 11
----------------------
(A General Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 418,346 $ 453,912 $ 373,181
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 442,456 545,237 522,593
Decrease (increase) in trade receivables 31,108 (41,381) (41,640)
Increase in deposits, prepaid
expenses and deferred charges (42,112) (43,080) (1,372)
Increase (decrease) in trade accounts
payable, accrued liabilities and
subscriber prepayments 157,950 (5,002) 69,592
Increase (decrease) in advances from
Jones Intercable, Inc. (45,258) (27,506) 39,939
---------- ---------- ----------
Net cash provided by operating activities 962,490 882,180 962,293
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (367,136) (311,031) (379,930)
---------- ---------- ----------
Net cash used in investing activities (367,136) (311,031) (379,930)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - - 18,264
Repayment of debt (6,238) (16,468) (12,008)
---------- ---------- ----------
Net cash provided by (used in)
financing activities (6,238) (16,468) 6,256
---------- ---------- ----------
Increase in cash 589,116 554,681 588,619
Cash, beginning of year 2,984,284 2,429,603 1,840,984
---------- ---------- ----------
Cash, end of year $3,573,400 $2,984,284 $2,429,603
========== ========== ==========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 8,306 $ 10,003 $ 15,716
========== ========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
29
<PAGE>
CABLE TV JOINT FUND 11
----------------------
(A General Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------
Formation and Business
----------------------
Cable TV Joint Fund 11 ("Joint Fund 11"), a Colorado general partnership,
was formed on February 1, 1984, through a joint venture agreement made by and
among Cable TV Fund 11-A, Ltd. ("Fund 11-A"), Cable TV Fund 11-B, Ltd. ("Fund
11-B"), Cable TV Fund 11-C, Ltd. ("Fund 11-C") and Cable TV Fund 11-D, Ltd.
("Fund 11-D"), all Colorado limited partnerships (the "Joint Venture Partners").
Joint Fund 11 was formed to acquire, construct, develop and operate cable
television systems. Joint Fund 11 owns and operates the cable television system
serving areas in and around the city of Manitowoc, Wisconsin (the "Manitowoc
System"). Jones Intercable, Inc. ("Intercable"), who is the "General Partner"
of each of the Joint Venture Partners, manages Joint Fund 11. Intercable and
its subsidiaries also own and operate other cable television systems. In
addition, Intercable manages cable television systems for other limited
partnerships for which it is general partner and, also, for affiliated entities.
Proposed Sale of Cable Television System
----------------------------------------
Joint Fund 11 has entered into an asset purchase agreement to sell the
Manitowoc System to the General Partner. Because the City of Manitowoc had not
consented to the transfer of the franchise by the asset purchase agreement's
original expiration date of September 30, 1996, Joint Fund 11 and the General
Partner amended the asset purchase agreement to extend the period in which to
close the sale of the Manitowoc System to June 30, 1997. Under the terms of the
asset purchase agreement, as amended, the sales price of the Manitowoc System
will be $16,122,333.
The closing of the sale of the Manitowoc System is subject to the
approval of the limited partners of each of the partnerships that comprise Joint
Fund 11. There can be no assurance that such approvals will be obtained. The
General Partner, on behalf of the partnerships that comprise Joint Fund 11, is
in the process of preparing proxy solicitation materials to seek the approval of
the limited partners of the four constituent partnerships of Joint Fund 11.
Upon the consummation of the proposed sale of the Manitowoc System, Joint
Fund 11 will pay all of its indebtedness, which totaled $3,679 at December 1996,
and then the net sales proceeds plus cash on hand will be distributed to the
Joint Venture Partners in proportion to their ownership interests in Joint Fund
11. The net sales proceeds plus cash on hand will be distributed as follows:
Fund 11-A will receive approximately $3,516,674; Fund 11-B will receive
approximately $1,501,632; Fund 11-C will receive approximately $5,232,549 and
Fund 11-D will receive approximately $9,050,322.
Contributed Capital, Sharing Ratios and Distributions
-----------------------------------------------------
The capitalization of Joint Fund 11 is set forth in the accompanying
statements of partners' capital. Profits and losses of Joint Fund 11 are
allocated to the partners in proportion to their respective partnership
interests.
30
<PAGE>
All partnership distributions, including those made from cash flow
(defined as cash receipts derived from routine operations, less debt principal
and interest payments and cash expenses), from the sale or refinancing of
partnership property and on dissolution of Joint Fund 11, are made to the
partners also in proportion to their approximate respective interests in Joint
Fund 11 as follows:
Cable TV Fund 11-A, Ltd. 18%
Cable TV Fund 11-B, Ltd. 8%
Cable TV Fund 11-C, Ltd. 27%
Cable TV Fund 11-D, Ltd. 47%
----
100%
====
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Accounting Records
------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
Joint Fund 11's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's 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.
Property, Plant and Equipment
-----------------------------
Depreciation is determined using the straight-line method over the
following estimated service lives:
Cable distribution systems 5-15 years
Equipment and tools 3-5 years
Buildings 20 years
Office furniture and equipment 5 years
Vehicles 3 years
Replacements, renewals and improvements are capitalized and maintenance
and repairs are charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.
Intangible Assets
-----------------
Costs assigned to franchises and subscriber lists were amortized using
the straight-line method over their estimated useful lives. These costs have
been fully amortized.
Revenue Recognition
-------------------
Subscriber prepayments are initially deferred and recognized as revenue
when earned.
(3) TRANSACTIONS WITH JONES INTERCABLE, INC. AND AFFILIATES
-------------------------------------------------------
Management Fees and Reimbursements
----------------------------------
Intercable manages Joint Fund 11 and receives a fee for its services
equal to 5 percent of the gross revenues, excluding revenues from the sale of
the cable television systems or franchises. Management fees paid to Intercable
during 1996, 1995 and 1994 were $186,316, $181,634 and $164,805, respectively.
Intercable is reimbursed for certain allocated overhead and
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs.
31
<PAGE>
Such personnel provide engineering, marketing, administrative, accounting, legal
and investor relations services to Joint Fund 11. Such services, and their
related costs, are necessary to the operations of the Venture and would have
been incurred by the Venture if it was a stand alone entity. Allocations of
personnel costs are primarily based on actual time spent by employees of
Intercable with respect to each partnership managed. Remaining expenses are
allocated based on the pro rata relationship of the Partnership's revenues to
the total revenues of all systems owned or managed by Intercable and certain of
its subsidiaries. Systems owned by Intercable and all other systems owned by
partnerships for which Intercable is the general partner are also allocated a
proportionate share of these expenses. Intercable believes that the methodology
used in allocating overhead and administrative expenses is reasonable. The
amount of allocated overhead and administrative expenses charged to Joint Fund
11 during 1996, 1995 and 1994 was $266,361, $282,057 and $272,753, respectively.
Joint Fund 11 was charged interest during 1996 at an average interest
rate of 8.58 percent on the amounts due Intercable, which approximated
Intercable's weighted average cost of borrowings. Total interest charged during
1996, 1995 and 1994 was $5,640, $6,848 and $13,306, respectively.
Payments to/from Affiliates for Programming Services
----------------------------------------------------
Joint Fund 11 receives programming from Superaudio, Jones Education
Company and Product Information Network, all of which are affiliates of
Intercable.
Payments to Superaudio totaled $7,138, $6,318 and $6,105 in 1996, 1995
and 1994, respectively. Payments to Jones Education Company totaled $22,229,
$19,519 and $8,848 in 1996, 1995 and 1994, respectively.
Joint Fund 11 receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers. Product
Information Network paid commissions to Joint Fund 11 totaling $1,199, $4,559
and $510 in 1996, 1995 and 1994, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT
-----------------------------
Property, plant and equipment as of December 31, 1996 and 1995, consisted
of the following:
1996 1995
----------- -----------
Cable distribution systems $ 5,976,411 $ 7,279,475
Equipment and tools 159,216 259,414
Office furniture and equipment 128,648 147,163
Buildings 113,431 113,431
Vehicles 94,374 158,237
----------- -----------
6,472,080 7,957,720
Less - accumulated depreciation (4,030,821) (5,441,063)
----------- -----------
$ 2,441,259 $ 2,516,657
=========== ===========
(5) DEBT
----
Debt consists of capital lease obligations with maturities of 1 to 3
years. Installments due on debt principal for the five years in the period
ending December 31, 2001, respectively, are: $1,559, $1,559, $561, $-0- and
$-0-.
(6) INCOME TAXES
------------
Income taxes have not been recorded in the accompanying financial
statements because they accrue to the partners of Funds 11-A, 11-B, 11-C and 11-
D, which are general partners in Joint Fund 11.
Joint Fund 11'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 Joint Fund 11's qualification as
such, or in changes with respect to Joint
32
<PAGE>
Fund 11's recorded income or loss, the tax liability of the general and limited
partners would likely be changed accordingly.
Taxable income reported to the partners is different from that reported
in the statements of operations due to the difference in depreciation allowed
under generally accepted accounting principles and the expense allowed for tax
purposes under the Modified Accelerated Cost Recovery System (MACRS). There are
no other significant differences between taxable income and the net income
reported in the statements of operations.
(7) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------
Supplementary profit and loss information is presented below:
For the Year Ended December 31,
-------------------------------
1996 1995 1994
---------- -------- ---------
Maintenance and repairs $ 33,874 $ 27,102 $ 41,329
========== ======== =========
Taxes, other than income and
payroll taxes $ 13,113 $124,403 $ 52,294
========== ======== =========
Advertising $ 47,800 $ 62,160 $ 81,763
========== ======== =========
Depreciation of property,
plant and equipment $442,456 $416,869 $379,817
========== ======== =========
Amortization of intangible assets $ - $128,368 $142,776
========== ======== =========
33
<PAGE>
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 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.
<TABLE>
<S> <C> <C>
Glenn R. Jones 67 Chairman of the Board and Chief Executive Officer
Derek H. Burney 57 Vice Chairman of the Board
James B. O'Brien 47 President and Director
Ruth E. Warren 47 Group Vice President/Operations
Kevin P. Coyle 45 Group Vice President/Finance
Christopher J. Bowick 41 Group Vice President/Technology
George H. Newton 62 Group Vice President/Telecommunications
Raymond L. Vigil 50 Group Vice President/Human Resources
Cynthia A. Winning 45 Group Vice President/Marketing
Elizabeth M. Steele 45 Vice President/General Counsel/Secretary
Larry W. Kaschinske 37 Vice President/Controller
Robert E. Cole 64 Director
William E. Frenzel 68 Director
Donald L. Jacobs 58 Director
James J. Krejci 55 Director
John A. MacDonald 43 Director
Raphael M. Solot 63 Director
Howard O. Thrall 49 Director
Siim A. Vanaselja 40 Director
Sanford Zisman 57 Director
Robert B. Zoellick 43 Director
</TABLE>
Mr. Glenn R. Jones has served as Chairman of the Board of Directors
and Chief Executive Officer of the General Partner since its formation in 1970,
and he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business
in various capacities since 1961, is a member of the Board of Directors and the
Executive Committee of the National Cable Television Association. Additionally,
Mr. Jones is a member of the Board of Governors for the American Society for
Training and Development, and a member of the Board of Education Council of the
National Alliance of Business. Mr. Jones is also a founding member of the James
Madison Council of the Library of Congress. Mr. Jones has been the recipient of
several awards including the Grand Tam Award in 1989, the highest award from the
Cable Television Administration and Marketing Society; the President's Award
from the Cable Television Public Affairs Association in recognition of Jones
International's educational efforts through Mind Extension University (now
Knowledge TV); the Donald G. McGannon Award for the advancement of minorities
and women in cable from the United Church of Christ Office of Communications;
the STAR Award from American Women in Radio and Television, Inc. for exhibition
of a commitment to the issues and concerns of women in television and radio; the
Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General
Partner's innovative employee programs; the Most Outstanding Corporate
Individual Achievement Award from the International Distance Learning Conference
for his contributions to distance education; the Golden Plate Award from the
34
<PAGE>
American Academy of Achievement for his advances in distance education; the Man
of the Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.
Mr. Derek H. Burney was appointed a Director of the General Partner in
December 1994 and Vice Chairman of the Board of Directors on January 31, 1995.
Mr. Burney joined BCE Inc., Canada's largest telecommunications company, in
January 1993 as Executive Vice President, International. He has been the
Chairman of Bell Canada International Inc., a subsidiary of BCE, since January
1993 and, in addition, has been Chief Executive Officer of BCI since July 1993.
Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United
States from 1989 to 1992. Mr. Burney also served as chief of staff to the Prime
Minister of Canada from March 1987 to January 1989 where he was directly
involved with the negotiation of the U.S. - Canada Free Trade Agreement. In
July 1993, he was named an Officer of the Order of Canada. He also is a director
of Bell Cablemedia plc, Mercury Communications Limited, Videotron Holdings plc,
Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor Inc., Rio Algom Limited,
The Montreal General Hospital Corporation, The Japan Society, Moore Corporation
Limited, Northbridge Programming Inc. and certain subsidiaries of Bell Canada
International.
Mr. James B. O'Brien, the General Partner's President, joined the
General Partner in January 1982. Prior to being elected President and a
Director of the General Partner in December 1989, Mr. O'Brien served as a
Division Manager, Director of Operations Planning/Assistant to the CEO, Fund
Vice President and Group Vice President/Operations. Mr. O'Brien was appointed
to the General Partner's Executive Committee in August 1993. As President, he
is responsible for the day-to-day operations of the cable television systems
managed and owned by the General Partner. Mr. O'Brien is a board member of
Cable Labs, Inc., the research arm of the U.S. cable television industry. He
also serves as Vice Chairman and a director of the Cable Television
Administration and Marketing Association and as a member of the Executive
Committee and a director of the Walter Kaitz Foundation, a foundation that
places people of ethnic minority groups in positions with cable television
systems, networks and vendor companies.
Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system manager and Fund Vice
President, since then. Ms. Warren was elected Group Vice President/Operations
of the General Partner in September 1990.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.
Mr. Christopher J. Bowick joined the General Partner in September 1991
as Group Vice President/Technology and Chief Technical Officer. Previous to
joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989.
Mr. George H. Newton joined the General Partner in January 1996 as
Group Vice President/Telecommunications. Prior to joining the General Partner,
Mr. Newton was President of his own consulting business, Clear Solutions, and
since 1994 Mr. Newton has served as a Senior Advisor to Bell Canada
International. From 1990 to 1993, Mr. Newton served as the founding Chief
Executive Officer and Managing Director of Clear Communications, New Zealand,
where he established an alternative telephone company in New Zealand. From 1964
to 1990, Mr. Newton held a wide variety of operational and business assignments
with Bell Canada International.
Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group
Vice President/Human Resources. Previous to joining the General Partner, Mr.
Vigil served as Executive Director of Learning with USWest. Prior to USWest,
Mr. Vigil worked in various human resources posts over a 14-year term with the
IBM Corporation.
35
<PAGE>
Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains. From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable. Ms.
Winning also serves as a board member of Cities in Schools, a dropout
intervention/prevention program.
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as
Vice President/General Counsel and Secretary. From August 1980 until joining
the General Partner, Ms. Steele was an associate and then a partner at the
Denver law firm of Davis, Graham & Stubbs, which serves as counsel to the
General Partner.
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.
Mr. Robert E. Cole was appointed a Director of the General Partner in
March 1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar
Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of
PMI Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property. Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.
Mr. William E. Frenzel was appointed a Director of the General Partner
in April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D. C.
Until his retirement in January 1991, Mr. Frenzel served for twenty years in the
United States House of Representatives, representing the State of Minnesota,
where he was a member of the House Ways and Means Committee and its Trade
Subcommittee, the Congressional Representative to the General Agreement on
Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is a Distinguished
Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board
Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds
and Chairman of the Japan-America Society of Washington.
Mr. Donald L. Jacobs was appointed a Director of the General Partner
in April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW.
During his career, Mr. Jacobs served on several corporate, professional and
civic boards.
Mr. James J. Krejci was President of the International Division of
International Gaming Technology, International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and was Group Vice President of the
General Partner. He also served as an officer of subsidiaries of Jones
International, Ltd. until leaving the General Partner in May 1994. Mr. Krejci
has been a Director of the General Partner since August 1987.
Mr. John A. MacDonald was appointed a Director of the General Partner
in November 1995. Mr. MacDonald is Executive Vice President of Business
Development and Chief Technology Officer of Bell Canada International Inc.
Prior to joining Bell Canada in November 1994, Mr. MacDonald was President and
Chief
36
<PAGE>
Executive Officer of The New Brunswick Telephone Company, Limited, a post he had
held since March of that year. Prior to March 1994, Mr. MacDonald was with NBTel
for 17 years serving in various capacities, including Market Planning Manager,
Corporate Planning Manager, Manager of Systems Planning and Development and
General Manager, Chief Engineer and General Manager of Engineering and
Information Systems and Vice President of Planning. Mr. MacDonald was the former
Chairman of the New Brunswick section of the Institute of Electrical and
Electronic Engineers and also served on the Federal Government's Information
Highway Advisory Council. Mr. MacDonald is Chairman of MediaLinx Interactive
Inc. and Stentor Canadian Network Management and is presently a Governor of the
Montreal Exchange. He also serves on the Board of Directors of Tele-Direct
(Publications) Inc., Bell-Northern Research, Ltd., SRCI, Bell Sygma, Canarie
Inc., and is a member of the University of New Brunswick Venture Campaign
Cabinet.
Mr. Raphael M. Solot was appointed a Director of the General Partner
in March 1996. Mr. Solot is an attorney and has practiced law for 31 years with
an emphasis on franchise, corporate and partnership law and complex litigation.
Mr. Howard O. Thrall was appointed a Director of the General Partner
in March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr. Thrall is Senior Vice
President-Corporate Development for First National Net, Inc., a leading service
provider for the mortgage banking industry, and he heads First National Net's
Washington, D.C. regional office. From September 1993 through July 1996, Mr.
Thrall served as Vice President of Sales, Asian Region, for World Airways, Inc.
headquartered at the Washington Dulles International Airport. From 1984 until
August 1993, Mr. Thrall was with the McDonnell Douglas Corporation, where he
concluded as a Regional Vice President, Commercial Marketing with the Douglas
Aircraft Company subsidiary. Mr. Thrall is also a management and international
marketing consultant, having active assignments with McDonnell Douglas
Aerospace, JAL Trading, Inc., Technology Solutions Company, Cheong Kang
Associated (Korea), Aero Investment Alliance, Inc. and Western Real Estate
Partners, among others.
Mr. Siim A. Vanaselja was appointed a Director of the General Partner
in August 1996. Mr. Vanaselja joined BCE Inc., Canada's largest
telecommunications company, in February 1994 as Assistant Vice-President,
International Taxation. In June 1994, he was appointed Assistant Vice-President
and Director of Taxation, and in February 1995, Mr. Vanaselja was appointed
Vice-President, Taxation. On August 1, 1996, Mr. Vanaselja was appointed the
Chief Financial Officer of Bell Canada International Inc., a subsidiary of BCE
Inc. Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a
partner in the Toronto office of KPMG Peat Marwick Thorne. Mr. Vanaselja has
been a member of the Institute of Chartered Accountants of Ontario since 1982
and is a member of the Canadian Tax Foundation, the Tax Executives Institute and
the International Fiscal Association.
Mr. Sanford Zisman was appointed a director of the General Partner in
June 1996. Mr. Zisman is a member of the law firm, Zisman & Ingraham, P.C. of
Denver, Colorado and has practiced law for 31 years, with an emphasis on tax,
business and estate planning and probate administration. Mr. Zisman currently
serves as a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, and he has served as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee of the hospital. Since 1992, he has also served on the Board of
Directors of Maxim Series Fund, Inc., a subsidiary of Great-West Life Assurance
Company.
Mr. Robert B. Zoellick was appointed a Director of the General Partner
in April 1995. Mr. Zoellick is Executive Vice President for Housing and Law of
Fannie Mae, a federally chartered and stockholder-owned corporation that is the
largest housing finance investor in the United States. From August 1992 to
January 1993, Mr. Zoellick served as Deputy Chief of Staff of the White House
and Assistant to the President. From May 1991 to August 1992, Mr. Zoellick
served concurrently as the Under Secretary of State for Economic and
Agricultural Affairs and as Counselor of the Department of State, a post he
assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the Department
of Treasury in a number of capacities, including Counselor to the Secretary. Mr.
Zoellick received the Alexander Hamilton and Distinguished Service Awards,
highest honors of the Departments of Treasury and State, respectively. The
German Government awarded him the Knight Commanders Cross for his work on
Germany unification. Mr. Zoellick currently serves on the boards of Alliance
Capital, Said Holdings, the Council on Foreign Relations, the Congressional
Institute, the German Marshall Fund of the
37
<PAGE>
U.S., the European Institute, the National Bureau of Asian Research, the
American Council on Germany, the American Institute for Contemporary German
Studies and the Overseas Development Council.
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
The Partnership has no employees; however, various personnel are
required to operate the Manitowoc System. Such personnel are employed by the
General Partner and, the cost of such employment is charged by the General
Partner to the Venture as a direct reimbursement item. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------
As of March 4, 1997, no person or entity owned more than 5 percent of
the limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
The General Partner and its affiliates engage in certain transactions
with the Venture. The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the Venture from
unaffiliated parties. This determination has been made by the General Partner
in good faith, but none of the terms were or will be negotiated at arm's-length
and there can be no assurance that the terms of such transactions have been or
will be as favorable as those that could have been obtained by the Venture from
unaffiliated parties.
TRANSACTIONS WITH THE GENERAL PARTNER
The General Partner charges a management fee, and the General Partner
is reimbursed for certain allocated overhead and administrative expenses. These
expenses represent the salaries and benefits paid to corporate personnel, rent,
data processing services and other corporate facilities costs. Such personnel
provide engineering, marketing, administrative, accounting, legal and investor
relations services to the Venture. Allocations of personnel costs are based
primarily on actual time spent by employees of the General Partner with respect
to each partnership managed. Remaining expenses are allocated based on the pro
rata relationship of the Venture's revenues to the total revenues of all systems
owned or managed by the General Partner and certain of its subsidiaries.
Systems owned by the General Partner and all other systems owned by partnerships
for which Jones Intercable, Inc. is the general partner are also allocated a
proportionate share of these expenses.
The General Partner also advances funds and charges interest on the
balance payable. The interest rate charged approximates the General Partner's
weighted average cost of borrowing.
38
<PAGE>
TRANSACTIONS WITH AFFILIATES
Jones Education Company ("JEC") is owned 63% by Jones International,
Ltd. ("International"), an affiliate of the General Partner, 9% by Glenn R.
Jones, 12% by Bell Canada International Inc. ("BCI") and 16% by the General
Partner. JEC operates two television networks, JEC Knowledge TV and Jones
Computer Network. JEC Knowledge TV provides programming related to computers
and technology; business, careers and finance; health and wellness; and global
culture and languages. Jones Computer Network provides programming focused
primarily on computers and technology. JEC sells its programming to certain
cable television systems owned or managed by the General Partner.
Jones Galactic Radio, Inc. is a company now owned by Jones
International Networks, Ltd., an affiliate of International. Superaudio, a
joint venture between Jones Galactic Radio, Inc. and an unaffiliated entity,
provides satellite programming to certain cable television systems owned or
managed by the General Partner.
The Product Information Network Venture (the "PIN Venture") is a
venture among a subsidiary of Jones International Networks, Ltd., an affiliate
of International, and two unaffiliated cable system operators. The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials." The PIN
Venture generally makes incentive payments of approximately 60% of its net
advertising revenue to the cable systems that carry its programming. Most of
the General Partner's owned and managed systems carry PIN for all or part of
each day. Revenues received by the Venture from the PIN Venture relating to the
Manitowoc System totaled approximately $1,199 for the year ended December 31,
1996.
The charges to the Venture for related party transactions are as
follows for the periods indicated:
For the Year Ended December 31,
-------------------------------------
Cable TV Joint Fund 11 1996 1995 1994
- ---------------------- --------------- --------- ---------
Management fees $186,316 $181,634 $164,805
Allocation of expenses 266,361 282,057 272,753
Interest on advances paid to the
General Partner 5,640 6,848 13,306
Amount of advances outstanding 0 45,258 72,764
Highest amount of advances outstanding 45,258 77,215 72,764
Programming fees:
Jones Education Company 22,229 19,519 8,848
Superaudio 7,138 6,318 6,105
39
<PAGE>
PART IV.
--------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
(a) 1. See index to financial statements for
the list of financial statements and
exhibits thereto filed as part of this
report.
3. The following exhibits are filed
herewith.
2.1 Asset Purchase Agreement dated
September 5, 1995 between Cable TV
Joint Fund 11 and Jones Intercable,
Inc. relating to the Manitowoc System.
(1)
2.2 Amendment to Asset Purchase Agreement
dated September 30, 1996 between Cable
TV Joint Fund 11 and Jones Intercable,
Inc.
4.1 Limited Partnership Agreement of Cable
TV Fund 11-D, Ltd. (2)
10.1.1 Copy of a franchise and related
documents thereto granting a community
antenna television system franchise for
the City of Manitowoc, Wisconsin.
(Joint Fund 11)
27 Financial Data Schedule
__________
(1) Incorporated by reference from
Registrant's Current Report on Form 8-K
dated September 8, 1995.
(2) Incorporated by reference from
Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1985.
(27) Financial Data Schedule
(b) Reports on Form 8-K.
None.
40
<PAGE>
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.
CABLE TV FUND 11-D, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones
--------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 14, 1997 Executive Officer
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/ Glenn R. Jones
--------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 14, 1997 (Principal Executive Officer)
By:/s/ Kevin P. Coyle
--------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 14, 1997 (Principal Financial Officer)
By:/s/ Larry Kaschinske
--------------------------------
Larry Kaschinske
Vice President/Controller
Dated: March 14, 1997 (Principal Accounting Officer)
By:/s/ James B. O'Brien
--------------------------------
James B. O'Brien
Dated: March 14, 1997 President and Director
By:/s/ Derek H. Burney
---------------------------------
Derek H. Burney
Dated: March 14, 1997 Director
By:/s/ Robert E. Cole
--------------------------------
Robert E. Cole
Dated: March 14, 1997 Director
41
<PAGE>
By:/s/ William E. Frenzel
--------------------------------
William E. Frenzel
Dated: March 14, 1997 Director
By:/s/ Donald L. Jacobs
--------------------------------
Donald L. Jacobs
Dated: March 14, 1997 Director
By:/s/ James J. Krejci
--------------------------------
James J. Krejci
Dated: March 14, 1997 Director
By:
--------------------------------
John A. MacDonald
Dated: March 14, 1997 Director
By:/s/ Raphael M. Solot
--------------------------------
Raphael M. Solot
Dated: March 14, 1997 Director
By:
--------------------------------
Howard O. Thrall
Dated: March 14, 1997 Director
By:/s/ Siim A. Vanaselja
--------------------------------
Siim A. Vanaselja
Dated: March 14, 1997 Director
By:/s/ Sanford Zisman
--------------------------------
Sanford Zisman
Dated: March 14, 1997 Director
By:/s/ Robert B. Zoellick
--------------------------------
Robert B. Zoellick
Dated: March 14, 1997 Director
42
<PAGE>
- -------------------------------------------------------------------------------
[LOGO OF JONES INTERCABLE APPEARS HERE]
9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP BY THE GENERAL PARTNER
The undersigned Limited Partner of Cable TV Fund 11-D, Ltd., a Colorado
limited partnership, hereby votes on the sale of Cable TV Joint Fund 11's
Manitowoc, Wisconsin cable television system to a wholly owned subsidiary of
Jones Intercable, Inc. for a sales price of $16,122,333 in cash, subject to
normal closing adjustments, pursuant to the terms and conditions of that
certain Purchase and Sale Agreement dated as of September 5, 1995, as amended
September 30, 1996, as follows:
[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS
(continued on other side)
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED LIMITED PARTNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSED SALE TRANSACTION.
PLEASE SIGN EXACTLY AS NAME
APPEARS.
DATED: _____________________, 1997
__________________________________
Beneficial Owner Signature
(Investor)
__________________________________
Authorized Trustee/Custodian
Signature
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
[LOGO OF JONES INTERCABLE, INC. APPEARS HERE]
9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP BY THE GENERAL PARTNER
The undersigned Limited Partner of Cable TV Fund 11-D, Ltd., a Colorado
limited partnership, hereby votes on the sale of Cable TV Joint Fund 11's
Manitowoc, Wisconsin cable television system to a wholly owned subsidiary of
Jones Intercable, Inc. for a sales price of $16,122,333 in cash, subject to
normal closing adjustments, pursuant to the terms and conditions of that
certain Purchase and Sale Agreement dated as of September 5, 1995, as amended
September 30, 1996, as follows:
[_] CONSENTS [_] WITHHOLDS CONSENT [_] ABSTAINS
(continued on other side)
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED LIMITED PARTNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSED SALE TRANSACTION.
PLEASE SIGN EXACTLY AS NAME
APPEARS.
When limited partnership inter-
ests are held by more than one
person, all owners should sign.
When signing as attorney, as ex-
ecutor, administrator, trustee or
guardian, please give full title
as such. If a corporation, please
sign in full corporation name by
authorized officer. If a partner-
ship, please sign in partnership
name by authorized person.
DATED: _____________________, 1997
__________________________________
Signature
__________________________________
Signature
__________________________________
Signature
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
Exhibit 23
[Letterhead of Arthur Andersen LLP Appears Here]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference of our report included in the Annual Report on Form 10-K for year
ended December 31, 1996 of Cable TV Fund 11-D, Ltd. (the "Partnership") into the
Partnership's Proxy Statement (File No. 0-13171).
ARTHUR ANDERSEN LLP
Denver, Colorado
May 8, 1997
