<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: June 27, 1997
Date of Earliest Event Reported: June 24, 1997
AMERICAN CABLE TV INVESTORS 5, LTD.
-------------------------------------------------------
(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
---------------------------------------------
(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 June 24, 1997, the Partnership consummated the sale of its cable
television system located in and around Lower Delaware (the "Lower Delaware
System") to Mediacom Delaware LLC, an unaffiliated third party, for an
unadjusted sales price of $43.1 million (the "Lower Delaware Sale").
As previously reported, in April 1997 the Partnership sold its cable
television systems located in and around Shelbyville and Manchester, Tennessee
(the "Southern Tennessee System") and St. Mary's County, Maryland (the "St.
Mary's System"). The Southern Tennessee System was sold to Rifkin Acquisition
Partners, L.L.L.P., an unaffiliated third party, for an unadjusted sales price
of $19.8 million (the "Southern Tennessee Sale") on April 1, 1997. The St.
Mary's System was sold to Gans Multimedia Partnership, an unaffiliated third
party, for an unadjusted sales price of $30.6 million (the "St. Mary's Sale") on
April 16, 1997. The Lower Delaware Sale, the St. Mary's Sale and the Southern
Tennessee Sale are collectively referred to herein as the "Sales Transactions."
The Sales Transactions were approved by the limited partners of the
Partnership (the "Limited Partners") at a special meeting (the "Special
Meeting") that occurred on March 26, 1997.
Assuming the Sales Transactions had occurred on March 31, 1997, it is
estimated that the pro forma net cash proceeds available for distribution to
Limited Partners would have been approximately $388 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 March 31, 1997, 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 March 31, 1997 financial position and/or the aforementioned
assumptions do not reflect actual amounts or conditions on the date of
distribution.
The Partnership anticipates that it will make distributions to its partners
during the third quarter of 1997. The record date for such distributions will
be July 1, 1997. There is no assurance as to the timing or amount of such
distributions.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ------- ------------------------------------------------------------------
(a) Financial Statements
--------------------
None.
(b) Pro Forma Financial Information
-------------------------------
American Cable TV Investors 5, Ltd.
Pro Forma Condensed Balance Sheet,
March 31, 1997 (unaudited)
Pro Forma Condensed Statement of Operations,
Three months ended March 31, 1997 (unaudited)
Pro Forma Condensed Statement of Operations,
Year ended December 31, 1996 (unaudited)
Notes to Pro Forma Condensed Financial Statements,
March 31, 1997 and December 31, 1996 (unaudited)
(c) Exhibits
--------
10.1 Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Gans Multimedia Partnership dated as of November 27, 1996,
incorporated by reference to the Partnership's Current Report on
Form 8-K filed February 11, 1997.
10.2 Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Rifkin Acquisition Partners, L.L.L.P. dated as of November
29, 1996, incorporated by reference to the Partnership's Current
Report on Form 8-K filed February 11, 1997.
10.3 Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Mediacom LLC dated as of December 24, 1996, incorporated by
reference to the Partnership's Current Report on Form 8-K filed
February 11, 1997.
<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: June 27, 1997 By: /s/ Gary K. Bracken
-----------------------------
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 March 31, 1997 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 statements of operations for the
three months ended March 31, 1997 and the year ended December 31, 1996 assume
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 March 31, 1997, 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 March 31, 1997 financial position and/or the aforementioned
pro forma assumptions do not reflect actual amounts or conditions on the date of
distribution.
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. 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 and
March 31, 1997 Quarterly Report on Form 10-Q.
1
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Pro Forma Condensed Balance Sheet
March 31, 1997
(unaudited)
<TABLE>
<CAPTION>
Pro forma adjustments
------------------------------------------
Southern Lower Other
Partnership Tennessee St. Mary's Delaware pro forma Partnership
historical Sale Sale Sale adjustments pro forma
----------- ------------ ------------- ------------- ------------- -----------
Assets amounts in thousands
- ------
<S> <C> <C> <C> <C> <C> <C>
Cash $ 5,262 18,758 (b) 29,256 (b) 40,363 (b) (78,305) (d) 5,262
(8,000) (b) (945) (b)
(1,127) (b)
Receivables, prepaids and other
assets, net 1,210 (45) (b) (160) (b) (92) (b) -- 913
Property and equipment, net 37,629 (4,869) (a) (11,301) (a) (12,458) (a) -- 9,001
Franchise costs and other
intangibles, net 26,919 (381) (a) (8,623) (a) (8,459) (a) -- 9,456
------- ------- ------ ------- -------- ------
$71,020 4,336 9,172 19,354 (79,250) 24,632
======= ======= ====== ======= ======== ======
Liabilities and Partners' Equity
- ----------------------------------
Cash overdraft $ 955 -- -- -- -- 955
Payables, accruals and other
liabilities 2,976 (1,127) (b) (392) (b) (948) (b) -- 391
(118) (b)
Debt 8,000 (8,000) (b) -- -- -- --
------- ------- ------- ------- --------- ------
Total liabilities 11,931 (9,245) (392) (948) -- 1,346
Partners' equity 59,089 13,581 (c) 9,564 (c) 20,302 (c) (78,305) (d) 23,286
(945) (c)
------- ------- ------- ------- --------- ------
$71,020 4,336 9,172 19,354 (79,250) 24,632
======= ======= ====== ======= ======== ======
</TABLE>
See accompanying notes to pro forma condensed financial statements.
2
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Pro Forma Condensed Statement of Operations
Three months ended March 31, 1997
(unaudited)
<TABLE>
<CAPTION>
Pro forma adjustments
--------------------------------------------
Southern Lower
Partnership Tennessee St. Mary's Delaware Partnership
historical Sale Sale Sale pro forma
------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue $ 7,123 (990) (a) (1,857) (a) (2,218) (a) 2,058
Operating costs and expenses:
Programming, operating,
selling, general and
administrative 4,753 (543) (a) (1,132) (a) (1,254) (a) 1,824
Depreciation and amortizationzation
amortization 3,295 (277) (a) (894) (a) (1,231) (a) 893
----------- ---------- ----------- ----------- ----------
8,048 (820) (2,026) (2,485) 2,717
----------- ---------- ----------- ----------- ----------
Operating loss (925) (170) 169 267 (659)
----------- ---------- ----------- ----------- ----------
Interest income (expense), net (123) 135 (e) -- -- 12
----------- ---------- ----------- ----------- ----------
Net loss $(1,048) (35) 169 267 (647)
=========== ========== =========== =========== ==========
Pro forma net loss per Unit $(3.20)
===========
</TABLE>
See accompanying notes to pro forma condensed financial statements.
3
<PAGE>
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
--------------------------------------------
Southern Lower
Partnership Tennessee St. Mary's Delaware Partnership
historical Sale Sale Sale pro forma
------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue $28,108 (3,868) (a) (6,855) (a) (8,997) (a) 8,388
Operating costs and expenses:
Programming, operating,
selling, general and
administrative 17,732 (2,032) (a) (4,290) (a) (4,563) (a) 6,847
Depreciation and amortization
amortization 14,932 (1,423) (a) (4,153) (a) (5,437) (a) 3,919
------------ ---------- ------------ ------------ ------------
32,664 (3,455) (8,443) (10,000) 10,766
------------ ---------- ------------ ------------ ------------
Operating loss (4,556) (413) 1,588 1,003 (2,378)
Interest income, net 192 302 (e) -- -- 494
Share of earnings of Newport News
News Cablevision
Associates, L.P. 39,995 -- -- -- 39,995
------------ ---------- ------------ ------------ ------------
Net earnings $35,631 (111) 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
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Notes to Pro Forma Condensed Financial Statements
March 31, 1997 and 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>
Southern Lower
Tennessee St. Mary's Delaware
Sale Sale Sale Total
---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Unadjusted sales price (1) $19,750 30,637 43,100 93,487
Purchase price
adjustments (2) (88) -- (513) (601)
Payment of 3% disposition
fee (593) (919) (1,293) (2,805)
Payment of sales tax (3) (238) (230) (75) (543)
Net working capital
adjustments (4) (73) (232) (856) (1,161)
------- ---------- ------ -------
Net cash proceeds before
unallocated costs and
other payments $18,758 29,256 40,363 88,377
======= ========== ======
Repayment of Partnership's
debt (5) (8,000)
Repayment of amounts
due to related parties (6) (1,127)
Payment of other transaction
costs (7) (945)
-------
Net cash proceeds (8) $78,305
=======
</TABLE>
(1) Pursuant to the asset purchase agreements, $2,337,173 of such sales
price have been placed in escrow and are 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 March 31, 1997.
(continued)
5
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Notes to Pro Forma Condensed Financial Statements
(2) Represents actual preliminary purchase price adjustments.
(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.
(8) Amount does not include any other available cash held by the
Partnership.
(c) Represents the gain on the Sales Transactions calculated as follows
(amounts in thousands):
<TABLE>
<CAPTION>
Southern Lower
Tennessee St. Mary's Delaware
Sale Sale Sale Total
---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Unadjusted sales price (1) $19,750 30,637 43,100 93,487
Purchase price
adjustments (2) (88) -- (513) (601)
Payment of 3% disposition
fee (593) (919) (1,293) (2,805)
Payment of sales tax (3) (238) (230) (75) (543)
Net book value of property,
equipment, franchise costs
and other intangibles (5,250) (19,924) (20,917) (46,091)
------- ------- ------- --------
Gain before unallocated costs $13,581 9,564 20,302 43,447
======= ======= =======
Payment of other transaction
costs (4) (945)
--------
Gain $ 42,502
========
</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)
6
<PAGE>
AMERICAN CABLE TV INVESTORS 5, LTD.
(A Limited Partnership)
Notes to Pro Forma Condensed Financial Statements
Distribution of Net Cash Proceeds
- ---------------------------------
(d) Pursuant to the Partnership's limited partnership agreement, 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 the Limited Partners' aggregate contributions ("Payback") plus 6%
per annum, and thereafter, 25% to the general partners and 75% to the
Limited Partners. The Partnership anticipates that cumulative
distributions to Limited Partners from the Sales Transactions will 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):
<TABLE>
<CAPTION>
<S> <C> <C>
General Partners $ 783
Limited Partners 77,522
--------
$ 78,305
========
Pro Forma Distribution Per Unit $ 388
========
Units Outstanding 200,005
========
</TABLE>
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.
7
