<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: April 16, 1997
Date of Earliest Event Reported: April 1, 1997
AMERICAN CABLE TV INVESTORS 5, LTD.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-16784 84-1048934
- ------------ ----------- ----------------
(State of (Commission (IRS Employer
formation) File Number) Identification #)
5619 DTC Parkway, Englewood, Colorado 80111
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(Address of Principal Executive Offices)
(303) 267-5500
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(Registrant's telephone number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets
- ------ ------------------------------------
On April 1, 1997, the Partnership consummated a sales transaction for the
sale of one of its cable television systems.
The Partnership sold its cable television system located in and around
Shelbyville and Manchester, Tennessee (the "Southern Tennessee System") to
Rifkin Acquisition Partners, L.L.L.P. for a preliminary adjusted sales price of
$19.5 million (the "Southern Tennessee Sale"). The Southern Tennessee Sale was
approved by the limited partners of the Partnership (the "Limited Partners") at
a special meeting (the "Special Meeting") that occurred on March 26, 1997.
At the Special Meeting, the Limited Partners also approved sales of the
Partnership's cable television systems which serve communities located in and
around (i) Lower Delaware for $43.1 million in cash, subject to adjustment (the
"Lower Delaware Sale") and (ii) St. Mary's County, Maryland for $30.6 million in
cash, subject to adjustment (the "St. Mary's Sale" and, together with the Lower
Delaware Sale, the "Proposed Sales").
Although there is no assurance, the Partnership currently anticipates that
the Proposed Sales will be consummated during the second quarter of 1997.
Assuming the Southern Tennessee Sale and the Proposed Sales (collectively,
the "Sales Transactions") had occurred on December 31, 1996, it is estimated
that the pro forma net cash proceeds available for distribution to Limited
Partners would have been approximately $378 per $500 unit ("Unit") of limited
partnership interest (the "Pro Forma Distribution Per Unit"). The Pro Forma
Distribution Per Unit, which is based upon the Partnership's historical
financial position at December 31, 1996, has not been reduced for any non-
resident state income taxes that may be required to be withheld by the
Partnership, does not reflect any reserves for contingent liabilities that might
arise subsequent to the date of this Current Report on Form 8-K and is based on
various assumptions with respect to transaction related costs, sales price
adjustments and other matters. Accordingly, the actual amounts distributed to
Limited Partners will vary from the Pro Forma Distribution Per Unit to the
extent that the Partnership's December 31, 1996 financial position and/or the
aforementioned assumptions do not reflect actual amounts or conditions on the
date of closing. Additionally, the failure to consumate either or both of the
Proposed Sales could delay and would reduce the Pro Forma Distribution Per Unit.
The Partnership anticipates that it will make distributions to its partners
as soon as practicable following the date of the last closing of the Proposed
Sales. There is no assurance as to the timing or amount of such distributions.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------ ------------------------------------------------------------------
(b) Pro Forma Financial Information
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American Cable TV Investors 5, Ltd.
Pro Forma Condensed Balance Sheet,
December 31, 1996 (unaudited)
Pro Forma Condensed Statement of Operations,
Year ended December 31, 1996 (unaudited)
Notes to Pro Forma Condensed Financial Statements,
December 31, 1996 (unaudited)
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)
By: TCI VENTURES FIVE, INC.,
Its General Partner
Date: April 16, 1997 By: /s/ Gary K. Bracken
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Gary K. Bracken
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed balance sheet of the
Partnership as of December 31, 1996 assumes that the consummation of the
Sales Transactions and related distributions to partners had occurred as of such
date. The following unaudited pro forma condensed statement of operations for
the year ended December 31, 1996 assumes that such events had occurred as of
January 1, 1996.
Certain calculations of the Pro Forma Distribution Per Unit are
included in note (d) to the unaudited pro forma condensed financial statements.
Such pro forma calculations, which are based upon the Partnership's historical
financial position at December 31, 1996, have not been reduced for any non-
resident state income taxes that may be required to be withheld by the
Partnership, do not reflect reserves for any contingent liabilities that might
arise subsequent to the date of this Current Report on Form 8-K and are based on
various assumptions with respect to transaction related costs, sales price
adjustments and other matters. Accordingly, the actual amounts distributed to
the Partnership's partners will vary from the pro forma distribution amounts to
the extent that the Partnership's December 31, 1996 financial position and/or
the aforementioned pro forma assumptions do not reflect actual amounts or
conditions on the date of closing.
The unaudited pro forma information does not purport to be indicative
of the financial position or results of operations that actually would have been
obtained if all of the Sales Transactions actually had occurred as of the dates
indicated. Furthermore, the financial position and results of operations, as
reflected in the accompanying unaudited pro forma condensed financial
statements, are not necessarily indicative of the financial position and results
of operations that would be obtained in the future in the event that either or
both of the Proposed Sales are not consummated. These unaudited pro forma
condensed financial statements should be read in conjunction with the
Partnership's historical financial statements appearing in the Partnership's
December 31, 1996 Annual Report on Form 10-K.
(continued)
1
<PAGE>
The amount by which the Pro Forma Distribution Per Unit would be
reduced if either or both of the Proposed Sales does not close is dependent upon
future events and circumstances. In the event that either or both of the
Proposed Sales do not close, it is currently the Partnership's intention to seek
a substitute buyer ("Substitute Sales Transaction(s)") for such cable television
system(s) ("Substitute Sale System(s)"). There is no assurance that the
Partnership could arrange for a Substitute Sales Transaction(s) at an
appropriate price or on terms acceptable to the Partnership. If the
Partnership's efforts in arranging a Substitute Sales Transaction(s) prove to be
unsuccessful, the Partnership would evaluate market, competitive, regulatory,
financial and other conditions (relating to the cable television industry
generally and to the Substitute Sale System(s) specifically) in order to
determine whether it would be in the best interest of the Partnership to use all
or a portion of the available net cash proceeds from any of the consummated
Sales Transactions to fund all or a portion of any remaining cable television
system's(s') liquidity requirements including non-discretionary capital
expenditures and necessary maintenance costs as well as technological
advancements or improvements. Accordingly, the failure to consummate either or
both of the Proposed Sales could delay and would reduce or eliminate the Pro
Forma Distribution Per Unit.
2
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Pro Forma Condensed Balance Sheet
December 31, 1996
(unaudited)
<TABLE>
<CAPTION>
Pro forma adjustments
------------------------------------------
Pro forma Partnership
adjustments- pro forma Proposed
Southern before effects Proposed Lower Other
Partnership Tennessee of St. Mary's Delaware pro forma Partnership
historical Sale Proposed Sales Sale Sale adjustments pro forma
--------------- ------------- -------------- ------------ ------------ -------------- -----------
Assets amounts in thousands
----------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash $ 4,729 18,441 (b) 13,274 28,786 (b) 38,981 (b) (76,312)(d) 4,729
(7,500)(b)
(1,451((b)
(945)(b)
Receivables, prepaids and
other assets, net 871 (29)(b) 842 (54)(b) (32)(b) -- 756
Property and equipment, net 38,732 (5,086)(a) 33,646 (11,532)(a) (12,773)(a) -- 9,341
Franchise costs and other
intangibles, net 28,877 (430)(a) 28,447 (9,048)(a) (9,116)(a) -- 10,283
------- --------- ------ --------- --------- ---------- --------
$73,209 3,000 76,209 8,152 17,060 (76,312) 25,109
======= ========= ====== ========= ========= ========== ========
Liabilities and Partners' Equity
- --------------------------------
Cash overdraft $ 1,710 -- 1,710 -- -- -- 1,710
Payables, accruals and
other liabilities 3,862 (1,451)(b) 2,139 (756)(b) (1,249)(b) -- 134
(272)(b)
Debt 7,500 (7,500)(b) -- -- -- -- --
------- --------- ------ --------- --------- ---------- --------
Total liabilities 13,072 (9,223) 3,849 (756) (1,249) -- 1,844
Partners' equity 60,137 13,168 (c) 72,360 8,908(c) 18,309(c) (76,312)(d) 23,265
(945)(c)
------- --------- ------ --------- --------- ---------- --------
$73,209 3,000 76,209 8,152 17,060 (76,312) 25,109
======= ========= ====== ========= ========= ========== ========
</TABLE>
See accompanying notes to pro forma condensed financial statements.
3
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AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Pro Forma Condensed Statement of Operations
Year ended December 31, 1996
(unaudited)
<TABLE>
<CAPTION>
Pro forma adjustments
---------------------------
Pro forma Partnership
adjustments- pro forma Proposed
Southern before effects Proposed Lower
Partnership Tennessee of St. Mary's Delaware Partnership
historical Sale Proposed Sales Sale Sale pro forma
----------- ------------ -------------- ---------- --------- -----------
amounts in thousands
<S> <C> <C> <C> <C> <C> <C>
Revenue $28,108 (3,868)(a) 24,240 (6,855)(a) (8,997)(a) 8,388
Operating costs and expenses:
Programming, operating,
selling, general and
administrative 17,732 (2,032)(a) 15,700 (4,290)(a) (4,563)(a) 6,847
Depreciation and amortization 14,932 (1,423)(a) 13,509 (4,153)(a) (5,437)(a) 3,919
------- ------------ ------ ----------- ----------- -------
32,664 (3,455) 29,209 (8,443) (10,000) 10,766
------- ------------ ------ ----------- ----------- -------
Operating loss (4,556) (413) (4,969) 1,588 1,003 (2,378)
Interest income (expense), net 192 302(e) 494 -- -- 494
Share of earnings of Newport
News Cablevision Associates, L.P. 39,995 -- 39,995 -- -- 39,995
------- ------------ ------ ----------- ----------- -------
Net earnings $35,631 (111) 35,520 1,588 1,003 38,111
======= ============ ====== =========== =========== =======
Pro forma net earnings per Unit $188.64
=======
</TABLE>
See accompanying notes to pro forma condensed financial statements.
4
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AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Notes to Pro Forma Condensed Financial Statements
December 31, 1996
(unaudited)
(a) Represents the elimination of the historical cost of the property,
equipment, franchise costs and other intangibles and the elimination of the
results of operations for the cable television systems which are part of
the Sales Transactions.
(b) Represents the net cash proceeds from the Sales Transactions calculated as
follows (amounts in thousands):
<TABLE>
<CAPTION>
Proposed Sales
---------------------
Southern Lower
Tennessee St. Mary's Delaware Total
--------- ---------- -------- --------
<S> <C> <C> <C> <C>
Unadjusted sales price (1) $19,507 30,637 43,100 93,244
Assumed purchase price
adjustments (2) -- -- (1,534) (1,534)
Payment of 3% disposition
fee (585) (919) (1,293) (2,797)
Payment of sales tax (3) (238) (230) (75) (543)
Net working capital
adjustments (4) (243) (702) (1,217) (2,162)
------- ------ ------ -------
Net cash proceeds before
unallocated costs and
other payments $18,441 28,786 38,981 86,208
======= ====== ======
Repayment of Partnership's
debt (5) (7,500)
Repayment of amounts
due to related parties (6) (1,451)
Payment of other transaction
costs (7) (945)
-------
Net cash proceeds (8) $76,312
=======
</TABLE>
(1) Pursuant to the asset purchase agreements, $2,337,173 of such sales price
will be placed in escrow and will be subject to indemnifiable claims by the
respective buyers for up to one year following consummation. Because the
Partnership knows of no reason that the escrow requirements would result in
a material sales price adjustment, the sales prices set forth above assume
that 100% of such escrowed amounts had been received as of December 31,
1996.
(continued)
5
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AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Notes to Pro Forma Condensed Financial Statements
(2) Pursuant to the asset purchase agreements, the sales price is subject to
downward adjustment in the event certain minimum subscriber counts are not
met. Because the Partnership believes that it is unlikely that such
potential sales price adjustment would result in a material adjustment to
the sales price, the sales price set forth above assumes that such minimum
subscriber counts had been met as of December 31, 1996.
Pursuant to the Lower Delaware asset purchase agreement, the sales price is
subject to downward adjustment by approximately $l,534,000 in the event that
as of the closing date the Partnership does not have an agreement to provide
cable services to the units of the community of Sea Colony and notice has
been provided to the Partnership that the buyer will not be permitted to
service such units. Because the Partnership is uncertain as to whether an
agreement can be reached with Sea Colony, the purchase price has been
adjusted downward.
(3) Represents the Partnership's share of state sales tax.
(4) Represents sales price adjustments attributable to receivables, prepaid
expenses, other assets, payables, accruals and other liabilities. It has
been assumed that cash held by the Partnership's cable television systems,
net of any cash overdraft positions, would be retained by the Partnership as
a prudent reserve. Accordingly, cash held by the Partnership's cable
television systems has been excluded in determining net working capital
adjustments.
(5) Represents the repayment of the Partnership's bank debt with
proceeds from the Southern Tennessee Sale.
(6) Represents the repayment of amounts due TCI Communications, Inc. and its
affiliates with proceeds from the Southern Tennessee Sale.
(7) Represents costs for legal fees, fairness opinions, printing, accounting and
other fees. Such amounts have been reflected as a pro forma adjustment to
the Southern Tennessee Sale and have not been allocated to the Proposed
Sales as such costs are fixed in nature and will not decrease if either or
both of the Proposed Sales are not consummated.
(8) Amount does not include any other available cash held by the
Partnership.
(continued)
6
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Notes to Pro Forma Condensed Financial Statements
(c) Represents the gain on the Sales Transactions calculated as follows
(amounts in thousands):
<TABLE>
<CAPTION>
Proposed Sales
-----------------
Southern St. Lower
Tennessee Mary's Delaware Total
--------- ------ -------- ------
<S> <C> <C> <C> <C>
Unadjusted sales price (1) $19,507 30,637 43,100 93,244
Assumed purchase price adjustments (2) -- -- (1,534) (1,534)
Payment of 3% disposition fee (585) (919) (1,293) (2,797)
Payment of sales tax (3) (238) (230) (75) (543)
Net book value of property, equipment,
equipment, franchise costs
and other intangibles (5,516) (21,336) (23,138) (49,990)
------- ------- ------- --------
Gain before unallocated costs $13,168 8,152 17,060 38,380
======= ======= =======
Payment of other transaction
costs (4) (945)
--------
Gain $ 37,435
========
</TABLE>
(1) See (1) in note (b) above.
(2) See (2) in note (b) above.
(3) See (3) in note (b) above.
(4) See (7) in note (b) above.
(continued)
7
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Notes to Pro Forma Condensed Financial Statements
Distribution of Net Cash Proceeds
- ---------------------------------
(d) As further described in note 1 to the Partnership's December 31, 1996
historical financial statements, cash from sales shall be distributed 99%
to the Limited Partners and 1% to the general partners until cumulative
distributions to the Limited Partners are equal to Payback plus 6% per
annum, and thereafter, 25% to the general partners and 75% to the Limited
Partners. Assuming that all of the Sales Transactions are consummated, the
Partnership anticipates that cumulative distributions to Limited Partners
would not reach Payback plus 6% per annum. Based on the foregoing, the
aggregate net cash proceeds set forth in note (b) would be distributed to
each class of partners as follows (amounts in thousands, except unit
amounts):
General Partners $ 763
Limited Partners 75,549
--------
$ 76,312
========
Pro Forma Distribution Per Unit $ 378
========
Units Outstanding 200,005
========
As described in the headnote to these unaudited pro forma condensed
financial statements, the actual amounts distributed to the Limited
Partners may vary from the foregoing pro forma distribution amounts.
(e) Represents the interest expense on the Partnership's debt, which was repaid
with proceeds from the Southern Tennessee Sale.
8
