<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
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 0-15745
AMERICAN CABLE TV INVESTORS 4, LTD.
-------------------------------------------------------
(Exact name of Registrant as specified in its charter)
State of Colorado 84-1013221
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9197 South Peoria Street
Englewood, Colorado 80112
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 875-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
120,005 Limited Partnership Units Sold to Investors at $500 per Unit
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months; and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant. -- N/A
<PAGE> 2
AMERICAN CABLE TV INVESTORS 4, LTD.
1999 ANNUAL REPORT ON FORM 10-K
Table of Contents
<TABLE>
<CAPTION>
Page
----
PART I
<S> <C> <C>
Item 1. Business ......................................................................... I-1
Item 2. Properties ....................................................................... I-2
Item 3. Legal Proceedings ................................................................ I-2
Item 4. Submission of Matters to a Vote of Security Holders .............................. I-2
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters .................................................... II-1
Item 6. Selected Financial Data .......................................................... II-2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................................ II-3
Item 8. Financial Statements and Supplementary Data ...................................... II-4
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ............................................ II-4
PART III
Item 10. Directors and Executive Officers of the Registrant ............................... III-1
Item 11. Executive Compensation ........................................................... III-3
Item 12. Security Ownership of Certain Beneficial Owners
and Management ................................................................. III-3
Item 13. Certain Relationships and Related Transactions ................................... III-3
PART IV
Item 14. Exhibits, Financial Statements and Financial Statement
Schedules, and Reports on Form 8-K ............................................. IV-1
</TABLE>
<PAGE> 3
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
PART I.
Item 1. Business.
(a) General Development of Business.
American Cable TV Investors 4, Ltd. ("ACT 4") is a Colorado limited
partnership that was formed in December of 1985 for the purpose of acquiring,
developing and operating cable television systems. ACT 4's general partner (the
"General Partner") is IR-TCI Partners IV, L.P. ("IR-TCI"), a Colorado limited
partnership whose general partners are Integrated Cable Corp. IV ("ICC"), an
indirect subsidiary of Presidio Capital Corp. ("Presidio"), and TCI Ventures
Four, Inc. ("TCIV 4"), a subsidiary of TCI Cablevision Associates, Inc.
("Cablevision"). The limited partner of IR-TCI is Cablevision Equities V, a
limited partnership whose partners are certain former officers and key employees
of the predecessor of Cablevision. Cablevision is an indirect subsidiary of
Tele-Communications, Inc. ("TCI") and is the managing agent of ACT 4. In its
public offering from May of 1986 to April of 1987, ACT 4 sold 120,005 limited
partnership units at a price of $500 per unit ("Unit").
On March 9, 1999, AT&T Corp. ("AT&T") acquired TCI in a merger (the
"AT&T Merger"). In the AT&T Merger, TCI became a subsidiary of AT&T. The AT&T
Merger has not had and is not expected to have a material effect on the
Partnership's results of operations or financial condition.
ACT 4 had a 60% ownership interest in Newport News Cablevision
Associates, L.P. and its subsidiary Newport News Cablevision, Ltd.
(collectively, "Newport News"). Through December 31, 1995, Newport News owned
and operated the cable television system servicing the area in and around
Newport News, Virginia (the "Newport News System"). American Cable TV Investors
5, Ltd. ("ACT 5"), an affiliate, owned the 40% minority interest in Newport
News. ACT 4 and Newport News are collectively referred to herein as the
"Partnership."
During 1995 ACT 4 sold all of its wholly-owned cable television systems
in three separate transactions (collectively, the "Wholly-Owned Sales"). The
wholly-owned cable television systems were located in and around (i) Chino,
California (the "Chino System"), (ii) North and South Kona and North and South
Kohala, Hawaii (collectively, the "Kona System") and (iii) Colton, California
(the "Colton System"). In addition, the Newport News System was sold on January
1, 1996 (the "Newport News Sale", and together with the Wholly-Owned Sales, the
"Sales Transactions"). The Sales Transactions were approved by the Partnership's
limited partners ("Limited Partners") at a special meeting that occurred on June
20, 1995.
As a result of the Sales Transactions, the Partnership is no longer
engaged in the cable television business. In connection with the Partnership's
sale of the Chino System, $2,025,000 of the sales price was placed in escrow
(the "Chino Escrow"). In May 1996, the buyer of the Chino System filed a claim
for breach of warranty by ACT 4 relating to the franchise area served by the
Chino System. Such claim has had the effect of delaying the release of the Chino
Escrow. Subsequent to December 31, 1999, ACT 4 and the buyer of the Chino System
resolved such claim and the Chino Escrow, exclusive of $50,000 paid to the buyer
of the Chino System in connection with the claim, was released to ACT 4. ACT 4
also received interest of $411,000 in conjunction with the release of the Chino
Escrow. The Partnership will make a final liquidating distribution to its
General Partner and Limited Partners of $2,469,000 and $7,407,000 ($61.72 per
Unit for Limited Partners of record as of March 1, 2000), respectively, in the
second quarter of 2000. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources" and note
3 to the accompanying financial statements.
I-1
<PAGE> 4
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
(b) Financial Information about Industry Segments.
Not applicable.
(c) Narrative Description of Business.
Not applicable.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales.
Not applicable.
Item 2. Properties.
Not applicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings to which the
Partnership is a party or to which any of its property is subject.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
I-2
<PAGE> 5
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
In its public offering from May of 1986 to April of 1987, ACT 4 sold
120,005 Units to the public at a price of $500 per Unit. At December 31, 1999,
there were approximately 7,785 Unit holders.
The Partnership made a cash distribution of $675 per Unit in January
1996 to holders of record as of December 1, 1995. Subsequent to December 31,
1999, the Chino Escrow, exclusive of $50,000 paid to the buyer of the Chino
System in connection with a claim for indemnification, was released to ACT 4.
ACT 4 also received interest of $411,000 in conjunction with the release of the
Chino Escrow. The Partnership will make a final liquidating distribution to its
General Partner and Limited Partners of $2,469,000 and $7,407,000 ($61.72 per
Unit for Limited Partners of record as of March 1, 2000), respectively, in the
second quarter of 2000. For additional information see note 3 to the
accompanying financial statements and "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources".
Although the Units are freely transferable, no public trading market
for the Units exists. To the extent that an informal or secondary market exists,
the Limited Partners may only be able to sell Units at a substantial discount
from the Units' proportionate share of the underlying net assets of the
Partnership.
II-1
<PAGE> 6
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Item 6. Selected Financial Data.
Selected financial data related to the Partnership's financial
condition and results of operations for the five years ended December 31, 1999
are summarized as follows (such information should be read in conjunction with
the Partnership's financial statements included elsewhere herein):
SUMMARY BALANCE SHEET DATA:
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------------------
1999 1998 1997 1996 (1) 1995
------------ --------- ---------- ---------- --------
amounts in thousands
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 7,784 7,405 7,310 4,216 48,104
Property and equipment, net $ -- -- -- -- 17,090
Franchises costs, net $ -- -- -- -- 1,104
Total assets $ 9,809 9,621 9,456 8,958 76,151
Debt $ -- -- -- -- 24,255
Partners' equity $ 9,602 9,435 9,224 8,873 37,274
Outstanding Units 120 120 120 120 120
</TABLE>
SUMMARY STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------------------------------------
1999 1998 1997 1996 (1) 1995 (2)
----------- -------- --------- --------- ---------
amounts in thousands, except per Unit data
<S> <C> <C> <C> <C> <C>
Revenue $ -- -- -- -- 33,759
Operating income (loss) $ (214) (225) (230) (262) 176
Interest expense $ -- -- -- (10) (3,518)
Gain on sale of cable
television systems $ -- -- -- 99,700 54,022
Earnings before
extraordinary item $ 167 211 351 60,208 51,775
Net earnings per Unit before
extraordinary item $ 1.04 1.32 2.19 421.90 427.13
Distributions per Unit $ -- -- -- 675 --
</TABLE>
- -----------------
(1) The December 31, 1996 summary balance sheet data and statement
of operations data reflect the effects of the January 1, 1996
Newport News Sale.
(2) As a result of the Wholly-Owned Sales, the Partnership's
statement of operations for the year ended December 31, 1995
includes (i) six months of operating results for the Kona and
Colton Systems and (ii) eleven months of operating results
for the Chino System.
II-2
<PAGE> 7
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
Sales Transactions. During 1995, the Partnership sold its wholly-owned
cable television systems in three separate sales transactions. In addition, on
January 1, 1996, the Newport News System was sold.
As a result of the Sales Transactions, which were approved by the
Limited Partners, the Partnership is no longer engaged in the cable television
business. Subsequent to December 31, 1999, the Chino Escrow, exclusive of
$50,000 paid to the buyer of the Chino System in connection with a claim for
indemnification, was released to ACT 4. ACT 4 also received interest of $411,000
in conjunction with the release of the Chino Escrow. The Partnership will make a
final liquidating distribution to its General Partner and Limited Partners of
$2,469,000 and $7,407,000 ($61.72 per Unit for Limited Partners of record as of
March 1, 2000), respectively, in the second quarter of 2000. See "Liquidity and
Capital Resources" and note 3 to the accompanying financial statements.
Inflation did not have a significant impact on the Partnership's
financial condition or results of operations during the three-year period ended
December 31, 1999.
Results of Operations
As the Partnership is no longer engaged in the cable television
business, its results of operations for the years ended December 31, 1999, 1998
and 1997 are primarily comprised of general and administrative ("G&A") expenses
and interest income. The Partnership's G&A expenses are primarily comprised of
costs associated with the administration of the Partnership. The Partnership's
G&A expenses decreased $11,000 during the year ended December 31, 1999, as
compared to the corresponding prior year period, primarily due to a sales tax
refund received in 1999 from an audit of the Chino System. Such decrease was
partially offset by additional expenses incurred in ACT 4's continuing efforts
to resolve the claim on the Chino Escrow. The Partnership's G&A expenses were
relatively consistent during the years ending December 31, 1998 and 1997. The
Partnership's results of operations for the years ended December 31, 1998 and
1997 reflect the reversal of certain amounts which were accrued in prior
periods.
Interest income decreased $27,000 and $56,000 during the years ended
December 31, 1999 and 1998, respectively, as compared to the corresponding prior
year periods. Such decreases are primarily due to a decrease in the average
interest rate earned on the Partnership's interest bearing assets (primarily
cash and cash equivalents).
II-3
<PAGE> 8
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Liquidity and Capital Resources
In May 1996, Citizens Century Cable Television Venture
("Citizens-Century"), the buyer of the Chino System, filed a claim for a breach
of warranty by ACT 4 relating to the franchise area served by the Chino System.
Such claim has had the effect of delaying the release of the Chino Escrow.
Subsequent to December 31, 1999, ACT 4 and Citizens-Century resolved such claim
and the Chino Escrow, exclusive of $50,000 paid to Citizens-Century in
connection with the claim, was released to ACT 4. ACT 4 also received interest
of $411,000 in conjunction with the release of the Chino Escrow. The Partnership
will make a final liquidating distribution to its General Partner and Limited
Partners of $2,469,000 and $7,407,000 ($61.72 per Unit for Limited Partners of
record as of March 1, 2000), respectively, in the second quarter of 2000.
Item 8. Financial Statements and Supplementary Data.
The financial statements of the Partnership are filed under this item
beginning on page II-5. All financial statement schedules are omitted as they
are not required or are not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
II-4
<PAGE> 9
Independent Auditors' Report
The Partners
American Cable TV Investors 4, Ltd.:
We have audited the accompanying balance sheets of American Cable TV Investors
4, Ltd. (a Colorado limited partnership) as of December 31, 1999 and 1998, and
the related statements of operations, partners' equity, and cash flows for each
of the years in the three-year period ended December 31, 1999. These financial
statements are the responsibility of the Partnership'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.
As discussed in note 1 to the financial statements, the Partnership sold all of
its cable television assets and is currently in the process of determining its
final liabilities so that liquidating distributions can be made.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Cable TV Investors 4,
Ltd. as of December 31, 1999 and 1998, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1999, in conformity with generally accepted accounting principles.
KPMG LLP
Denver, Colorado
February 18, 2000
II-5
<PAGE> 10
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Balance Sheets
December 31, 1999 and 1998
(see note 1)
<TABLE>
<CAPTION>
Assets 1999 1998
- ------ ------------ --------------
amounts in thousands
<S> <C> <C>
Cash and cash equivalents $ 7,784 7,405
Amounts due from related parties (note 2) -- 191
Funds held in escrow (note 3) 2,025 2,025
------------- --------------
$ 9,809 9,621
============= ==============
Liabilities and Partners' Equity
- --------------------------------
Accrued liabilities $ 204 186
Amounts due to related parties (note 2) 3 --
Partners' equity:
General partner 2,005 1,963
Limited partners 7,597 7,472
------------- --------------
Total partners' equity 9,602 9,435
------------- --------------
Contingency (note 3)
$ 9,809 9,621
============= ==============
</TABLE>
See accompanying notes to financial statements.
II-6
<PAGE> 11
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Statements of Operations
Years ended December 31, 1999, 1998 and 1997
(see note 1)
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
amounts in thousands,
except per unit amounts
<S> <C> <C> <C>
General and administrative expenses $ 214 225 230
Other income:
Interest income (note 2) 381 408 464
Reversal of excess accrued liabilities -- 28 117
--------------- --------------- ---------------
381 436 581
--------------- --------------- ---------------
Net earnings $ 167 211 351
=============== =============== ===============
Net earnings per limited partnership unit ("Unit")
$ 1.04 1.32 2.19
=============== =============== ===============
</TABLE>
See accompanying notes to financial statements.
II-7
<PAGE> 12
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1999, 1998 and 1997
(see note 1)
<TABLE>
<CAPTION>
General Limited
partner partners Total
------------- ------------- -------------
amounts in thousands
<S> <C> <C> <C>
Balance at January 1, 1997 $ 1,822 7,051 8,873
Net earnings 88 263 351
------------- ------------- -------------
Balance at December 31, 1997 1,910 7,314 9,224
Net earnings 53 158 211
------------- ------------- -------------
Balance at December 31, 1998 1,963 7,472 9,435
Net earnings 42 125 167
------------- ------------- -------------
Balance at December 31, 1999 $ 2,005 7,597 9,602
============= ============= =============
</TABLE>
See accompanying notes to financial statements.
II-8
<PAGE> 13
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
(see note 1)
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------- ---------
amounts in thousands
(see note 1)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 167 211 351
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Reversal of excess accrued liabilities -- (28) (117)
Changes in operating assets and liabilities:
Change in accrued liabilities 18 (18) 264
Change in amounts due from (to)
related parties 194 (70) 2,596
------------ ------------- ---------
Net cash provided by operating activities
379 95 3,094
------------ ------------- ---------
Cash flows from investing activities -- -- --
------------ ------------- ---------
Cash flows from financing activities -- -- --
------------ ------------- ---------
Net change in cash and cash equivalents
379 95 3,094
------------ ------------- ---------
Cash and cash equivalents:
Beginning of year 7,405 7,310 4,216
------------ ------------- ---------
End of year $ 7,784 7,405 7,310
============ ============= =========
</TABLE>
See accompanying notes to financial statements.
II-9
<PAGE> 14
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(1) Summary of Significant Accounting Policies
Organization
American Cable TV Investors 4, Ltd. ("ACT 4"), a Colorado limited
partnership, was formed in December of 1985 for the purpose of
acquiring, developing and operating cable television systems. IR-TCI
Partners IV, L.P. ("IR-TCI"), a Colorado limited partnership, is the
general partner of ACT 4 (the "General Partner"). The two general
partners of IR-TCI are TCI Ventures Four, Inc., a subsidiary of TCI
Cablevision Associates, Inc. ("Cablevision") and Integrated Cable Corp.
IV, an indirect subsidiary of Presidio Capital Corp. ("Presidio"). The
limited partner of the General Partner is Cablevision Equities V, a
limited partnership whose partners are certain former officers and key
employees of the predecessor of Cablevision. Cablevision, an indirect
subsidiary of Tele-Communications, Inc. ("TCI"), is the managing agent
of ACT 4. In its public offering from May of 1986 to April of 1987, ACT
4 sold 120,005 limited partnership units at a price of $500 per Unit.
On March 9, 1999, AT&T Corp. ("AT&T") acquired TCI in a merger (the
"AT&T Merger"). In the AT&T Merger, TCI became a subsidiary of AT&T.
The AT&T Merger has not had and is not expected to have a material
effect on the Partnership's results of operations or financial
condition.
ACT 4 had a 60% ownership interest in Newport News Cablevision
Associates, L.P. and its subsidiary Newport News Cablevision, Ltd.
(collectively, "Newport News"). ACT 4 and Newport News are collectively
referred to herein as the "Partnership". American Cable TV Investors 5,
Ltd. ("ACT 5"), an affiliate, owned the 40% minority interest in
Newport News which was formed for the purpose of acquiring, developing
and operating the cable television system located in and around Newport
News, Virginia (the "Newport News System").
During 1995, ACT 4 sold all of its wholly-owned cable television
systems in three separate sales transactions (the "Wholly-Owned
Sales"). In addition, on January 1, 1996 the Newport News System was
sold (together with the Wholly-Owned Sales, the "Sales Transactions").
As a result of the Sales Transactions, the Partnership is no longer
engaged in the cable television business. See note 3.
All significant intercompany transactions and accounts have been
eliminated.
(continued)
II-10
<PAGE> 15
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Notes to Financial Statements
Allocation of Net Earnings
Net earnings and distributions of Cash from Operations, Sales or
Refinancings (all as defined in the Partnership's limited partnership
agreement) shall be distributed 99% to the limited partners and 1% to
the General Partner until the limited partners receive distributions
equal to their original capital contributions ("Payback"). After the
limited partners have received distributions equal to Payback, the
allocations of net earnings, credits, and distributions of Cash from
Operations, Sales or Refinancings shall be 25% to the General Partner
and 75% to the limited partners. The Partnership's limited partners
achieved Payback in 1996. Accordingly, the limited partners' share of
earnings for the years ended December 31, 1999, 1998 and 1997 have been
allocated using the post-Payback percentages set forth above.
Cash and Cash Equivalents
Cash and cash equivalents consist of investments which are readily
convertible into cash and have maturities of three months or less at
the time of acquisition.
At December 31, 1999 and 1998, $7,609,000 and $7,238,000, respectively,
of the Partnership's cash and cash equivalents were invested in money
market funds. The Partnership is exposed to credit loss in the event of
non-performance by the other parties to such financial instruments.
However, the Partnership does not anticipate non-performance by the
other parties.
Net Earnings Per Unit
Net earnings per Unit is calculated by dividing net earnings
attributable to the limited partners by the number of Units outstanding
during the period. The number of Units outstanding for each of the
years in the three-year period ended December 31, 1999 was 120,005.
Income Taxes
No provision has been made for income tax expense or benefit in the
accompanying consolidated financial statements as the income or losses
of the Partnership are reported in the respective income tax returns of
the partners.
The Partnership had taxable income of $167,000, $281,000, and $325,000
for the years ended December 31, 1999, 1998 and 1997, respectively.
(continued)
II-11
<PAGE> 16
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Notes to Financial Statements
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
(2) Transactions with Related Parties
The Partnership reimburses Cablevision for direct out-of-pocket and
indirect expenses allocable to the Partnership and for certain
personnel employed on a full- or part-time basis to perform accounting
and other services. Such reimbursements amounted to $36,000 for each of
the years ended December 31, 1999, 1998 and 1997, and are included in
general and administrative expenses in the accompanying statements of
operations.
Amounts due to related parties, which represent non-interest-bearing
payables to TCI and its subsidiaries, consist of the net effect of cash
advances and certain intercompany expense allocations.
Amounts due from related parties bear interest at variable rates (5.0%
at December 31, 1999 and 1998). Interest earned on amounts due from TCI
and its affiliates was none for the year ended December 31, 1999 and
not significant for the year ended December 31, 1998. During the year
ended December 31, 1997, interest earned on amounts due from TCI and
its affiliates was $102,000.
(3) Contingency
In connection with the sale of the Partnership's cable television
system located in and around Chino, California (the "Chino System"),
$2,025,000 of the sales price was placed in escrow (the "Chino
Escrow"). In May 1996, Citizens Century Cable Television Venture
("Citizens-Century"), the buyer of the Chino System, filed a claim for
a breach of warranty by ACT 4 relating to the franchise area served by
the Chino System. Such claim has had the effect of delaying the release
of the Chino Escrow. Subsequent to December 31, 1999, ACT 4 and
Citizens-Century resolved such claim and the Chino Escrow, exclusive of
$50,000 paid to Citizens-Century in connection with the claim, was
released to ACT 4. ACT 4 also received interest of $411,000 in
conjunction with the release of the Chino Escrow. The payment to
Citizens-Century and the interest received from the Chino Escrow have
not been reflected in the accompanying financial statements as of
December 31, 1999. The Partnership will make a final liquidating
distribution to its General Partner and Limited Partners of $2,469,000
and $7,407,000 ($61.72 per Unit for Limited Partners of record as of
March 1, 2000), respectively, in the second quarter of 2000.
II-12
<PAGE> 17
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
PART III.
Item 10. Directors and Executive Officers of the Registrant.
As the Partnership has no directors or officers of its own, all of the
Partnership's major decisions are made by IR-TCI, whose general partners are ICC
and TCIV 4.
The Partnership previously had entered into a management agreement with
Cablevision, pursuant to which Cablevision was responsible for the day-to-day
operations of the Partnership's cable television systems. Such agreement was
terminated in connection with the consummation of the Sales Transactions.
However, Cablevision continues to serve as the managing agent of the
Partnership.
As of January 21, 2000, the following executive officers and directors
of TCIV 4 and ICC operated IR-TCI:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Daniel E. Somers (1) Director and President of TCIV 4 since January 2000.
Born December 9, 1947 Director, President and Chief Executive Officer of
TCI since December 1999. Senior Executive Vice
President and Chief Financial Officer of AT&T since
April 1997. Serves as a President and Director of
many of TCI's subsidiaries. Chairman and Chief
Executive Officer of Bell Cablemedia, plc, of London
from 1995 to 1997. From 1992 to 1995, Mr. Somers was
Executive Vice President and Chief Financial Officer
for Bell Canada, International, Inc. after having
been President of Radio Atlantic Holdings, Ltd.
Michael P. Huseby (1) Director and Vice President and Treasurer of TCIV 4
Born November 14, 1954 since January 2000. Executive Vice President, Chief
Financial Officer and Treasurer of TCI since January
2000. Serves as a Vice President, Treasurer and
Director of various TCI subsidiaries. Mr. Huseby was
a Partner in Andersen Worldwide from 1990 to December
1999.
Terrel E. Davis Vice President and Secretary of TCIV 4 since January
Born March 24, 1953 2000. Senior Vice President and Assistant Secretary
of TCI since March 1999. Senior Vice President and
Assistant Secretary of TCIC from May 1998 to March
1999. Associate General Counsel of TCI from 1992 to
March 1999; and Vice President and Secretary or Vice
President and Assistant Secretary of most of TCI's
subsidiaries.
</TABLE>
III-1
<PAGE> 18
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
<TABLE>
<S> <C>
Michael L. Ashner (1) Director and President of ICC since October 1999.
Born September 26, 1952 Chief Executive Officer of Winthrop Financial
Associates and of The Newkirk Group since January
1996. From June 1994 to January 1996, Mr. Ashner was
Director, President and Co-Chairman of National
Property Investors, Inc. ("NPI"), a real estate
investment company, and Director and executive
officer of NPI Property Management Corporation from
April 1984 until January 1996. President of Exeter
Capital Corporation, a firm that has organized and
administered real estate limited partnerships, since
1981.
Carolyn Tiffany Vice President, Treasurer and Assistant Secretary of
Born August 8, 1966 ICC since October 1999. Chief Operating Officer of
Winthrop Financial Associates ("WFA") and of The
Newkirk Group since December 1997. From October 1995
to December 1997, Ms. Tiffany was a Vice President of
Asset Management and Investor Relations at WFA.
Senior Analyst and Associate in WFA's accounting and
asset management departments from 1993 to September
1995.
</TABLE>
(1) Directors of TCIV 4 and ICC serve until their successors are duly
appointed and qualified.
There are no family relations, of first cousin or closer, among the
individuals named above, by blood, marriage or adoption.
During the past five years, none of the persons named above has had any
involvement in such legal proceedings as would be material to an evaluation of
that person's ability or integrity.
Pursuant to section 16(a) of the Securities Exchange Act of 1934, as
amended, the officers and directors of the general partners are required to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). Officers and directors are required by regulation
of the Commission to furnish the Partnership with copies of all Section 16(a)
forms filed.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Form 5s were
required for those persons, the Partnership believes that, during the fiscal
year ended December 31, 1999, all applicable filing requirements were complied
with, except that Messrs. Somers, Huseby, Davis, Ashner and Peter Braverman, and
Mss. Tiffany, Carol O'Keeffe and Lara Sweeney each filed one Form 3 late.
III-2
<PAGE> 19
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
Item 11. Executive Compensation.
The Partnership pays no direct compensation to the individuals named
above, but instead pays for their services through fees paid to Cablevision and
Presidio.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
No general or limited partner of the Partnership owns more than 5% of
the Units.
None of the individuals referred to in Item 10 above own (i) any Units
of the Partnership or (ii) more than 1% of the outstanding shares of AT&T Corp.,
the ultimate parent and owner, directly or indirectly, of all of the voting
stock of TCIV 4.
Everest Cable Investors, LLC at 199 South Los Robles Avenue, Suite 440,
Pasadena, California, 91101, owns 6,702 units or 5.6%.
Cablevision owns 40 Units and Presidio owns 7 Units.
Item 13. Certain Relationships and Related Transactions
Not applicable.
III-3
<PAGE> 20
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
PART IV.
Item 14. Exhibits, Financial Statements and Financial Statement Schedules and
Reports on Form 8-K.
<TABLE>
<CAPTION>
(a) (1) Financial Statements Page
-------------------- ----
<S> <C>
Included in Part II of this Report:
Independent Auditors' Report II-5
Balance Sheets,
December 31, 1999 and 1998 II-6
Statements of Operations,
Years ended December 31, 1999, 1998 and 1997 II-7
Statements of Partners' Equity,
Years ended December 31, 1999, 1998 and 1997 II-8
Statements of Cash Flows,
December 31, 1999, 1998 and 1997 II-9
Notes to Financial Statements,
December 31, 1999, 1998 and 1997 II-10
</TABLE>
(a) (2) Financial Statement Schedules
All schedules are omitted as they are not required or are not
applicable.
IV-1
<PAGE> 21
AMERICAN CABLE TV INVESTORS 4, LTD.
(A Colorado Limited Partnership)
(a) (3) Exhibits
--------
The following exhibits are filed herewith or incorporated by reference herein
(according to the number assigned to them in Item 601 of Regulation S-K), as
noted:
3 - Articles of Incorporation and Bylaws:
Limited Partnership Agreement, incorporated by reference from Exhibit A
to Prospectus filed as part of Post-effective Amendment No. 1 to
Registration Statement 33-2042.
Limited Partnership Agreement of General Partner, incorporated by
reference Registration Statement 33-10707.
10 - Material Contracts:
Management Agreement between Cablevision and the Partnership
incorporated by reference to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1987 (Commission File No.
0-15745).
Acquisition and Disposition Services Agreement between Cablevision and
the Partnership, incorporated by reference to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1987
(Commission File No. 015745).
Consulting Agreement re: ACT 4 between Cablevision and Presidio,
incorporated by reference to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1987 (Commission File No.
0-15745).
Asset Purchase Agreement by and among American Cable TV Investors 4,
Ltd. and Century Communications Corp. and Citizens Utilities Company
dated as of February 26, 1993, incorporated by reference to the
Partnership's Current Report on Form 8-K dated March 5, 1993.
First Amendment, dated as of June 21, 1993, to Asset Purchase
Agreement, dated as of February 26, 1993 by and among American Cable
TV Investors 4, Ltd. and Century Communications Corp. and Citizens
Utilities Company, incorporated by reference to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1993.
Second Amendment, dated as of November 30, 1993, to Asset Purchase
Agreement, dated as of February 26, 1993, by and among American
Cable TV Investors 4, Ltd. and Century Communications Corp. and
Citizens Utilities Company, incorporated by reference to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1993.
Letter Agreement, dated January 24, 1995, to Asset Purchase Agreement
dated as of February 26, 1993, by and among American Cable TV
Investors 4, Ltd. and Century Communications Corp. and Citizens
Utilities Company, incorporated by reference to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1994.
27 - Financial Data Schedule.
(b) Reports on Form 8-K filed during the quarter ended December 31, 1999:
None.
IV-2
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICAN CABLE TV INVESTORS 4, LTD., A Colorado Limited Partnership
By: IR-TCI PARTNERS IV, L.P., Its General Partner
By: TCI VENTURES FOUR, INC., a General Partner
By: /s/ Daniel E. Somers March 9, 2000
------------------------------------------------
Daniel E. Somers
Director and President - TCI Ventures Four, Inc.
(Principal Executive Officer)
By: INTEGRATED CABLE CORP. IV, a General Partner
By: /s/ Michael L. Ashner March 9, 2000
--------------------------------------------------
Michael Ashner
Director and President - Integrated Cable Corp. IV
(Principal Executive Officer)
Pursuant to the Securities Act of 1934, this report has been signed by the
following persons on behalf of the Partnership and in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Date
--------- ----
<S> <C>
/s/ Daniel E. Somers March 9, 2000
--------------------------------------------------
Daniel E. Somers
Director and President - TCI Ventures Four, Inc.
(Principal Executive Officer)
/s/ Terrel E. Davis March 9, 2000
--------------------------------------------------
Terrel E. Davis
Vice President and Secretary - TCI Ventures Four, Inc.
/s/ Michael P. Huseby March 9, 2000
--------------------------------------------------
Michael P. Huseby
Director and Vice President and Treasurer - TCI Ventures Four, Inc.
(Chief Financial Officer)
(Principal Accounting Officer)
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>
Signature Date
--------- ----
<S> <C>
/s/ Michael L. Ashner March 9, 2000
--------------------------------------------------
Michael Ashner
Director and President - Integrated Cable Corp. IV
(Principal Executive Officer)
/s/ Carolyn Tiffany March 9, 2000
--------------------------------------------------
Carolyn Tiffany
Vice President, Treasurer and Assistant Secretary -
Integrated Cable Corp. IV
</TABLE>
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3 - Articles of Incorporation and Bylaws:
Limited Partnership Agreement, incorporated by reference from
Exhibit A to Prospectus filed as part of Post-effective Amendment
No. 1 to Registration Statement 33-2042.
Limited Partnership Agreement of General Partner, incorporated by
reference Registration Statement 33-10707.
10 - Material Contracts:
Management Agreement between Cablevision and the Partnership
incorporated by reference to the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1987 (Commission File
No. 0-15745).
Acquisition and Disposition Services Agreement between Cablevision
and the Partnership, incorporated by reference to the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1987 (Commission File No. 015745).
Consulting Agreement re: ACT 4 between Cablevision and Presidio,
incorporated by reference to the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1987 (Commission File
No. 0-15745).
Asset Purchase Agreement by and among American Cable TV Investors 4,
Ltd. and Century Communications Corp. and Citizens Utilities
Company dated as of February 26, 1993, incorporated by reference
to the Partnership's Current Report on Form 8-K dated March 5,
1993.
First Amendment, dated as of June 21, 1993, to Asset Purchase
Agreement, dated as of February 26, 1993 by and among American
Cable TV Investors 4, Ltd. and Century Communications Corp. and
Citizens Utilities Company, incorporated by reference to the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1993.
Second Amendment, dated as of November 30, 1993, to Asset Purchase
Agreement, dated as of February 26, 1993, by and among American
Cable TV Investors 4, Ltd. and Century Communications Corp. and
Citizens Utilities Company, incorporated by reference to the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1993.
Letter Agreement, dated January 24, 1995, to Asset Purchase
Agreement dated as of February 26, 1993, by and among American
Cable TV Investors 4, Ltd. and Century Communications Corp. and
Citizens Utilities Company, incorporated by reference to the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1994.
27 - Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 7,784
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,809
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 9,602
<TOTAL-LIABILITY-AND-EQUITY> 9,809
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 167
<INCOME-TAX> 0
<INCOME-CONTINUING> 167
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 167
<EPS-BASIC> 1.04<F1>
<EPS-DILUTED> 0
<FN>
<F1>EPS-PRIMARY REPRESENTS NET EARNINGS PER LIMITED PARTNERSHIP UNIT.
</FN>
</TABLE>
