<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: May 1, 1997
Date of Earliest Event Reported: April 16, 1997
AMERICAN CABLE TV INVESTORS 5, LTD.
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-16784 84-1048934
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(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 16, 1997, the Partnership consummated a sales transaction for the
sale of its cable television system located in and around St. Mary's County,
Maryland (the "St. Mary's System") to Gans Multimedia Partnership for a
preliminary adjusted sales price of $30.9 million (the "St. Mary's Sale").
As previously reported, 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") on April
1, 1997. The St. Mary's Sale and the Southern Tennessee Sale are collectively
referred to herein as the "Consummated Sales".
The St. Mary's Sale and the Southern Tennessee Sale 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. At the Special
Meeting, the Limited Partners also approved the sale of the Partnership's cable
television system which serves communities located in and around Lower Delaware
(the "Lower Delaware System") for $43.1 million in cash, subject to adjustment
(the "Lower Delaware Sale").
Although there is no assurance, the Partnership currently anticipates that
the Lower Delaware Sale will be consummated during the second or third quarter
of 1997.
Assuming the Consummated Sales and the Lower Delaware Sale (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 $377 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 consummate the Lower Delaware Sale
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 closing of the Lower
Delaware Sale. 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
-------------------------------
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: May 1, 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 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 the Lower
Delaware Sale is 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 the Lower Delaware Sale does not close is dependent upon future events and
circumstances. In the event that the Lower Delaware Sale does not close, it is
currently the Partnership's intention to seek a substitute buyer ("Substitute
Sales Transaction") for the Lower Delaware System. There is no assurance that
the Partnership could arrange for a Substitute Sales Transaction at an
appropriate price or on terms acceptable to the Partnership. If the
Partnership's efforts in arranging a Substitute Sales Transaction 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 Lower Delaware System 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 the Consummated Sales to fund
all or a portion of the Lower Delaware System's liquidity requirements including
non-discretionary capital expenditures and necessary maintenance costs as well
as technological advancements or improvements. Accordingly, the failure to
consummate the Lower Delaware could delay and would reduce 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>
Partnership
pro forma Pro forma
Pro forma adjustments before adjustments-
----------------------- effects Proposed
Southern St. of Lower Lower Other
Partnership Tennessee Mary's Delaware Delaware pro forma Partnership
historical Sale Sale Sale Sale adjustments pro forma
---------- ---------- -------- ------- -------- ----------- ---------
Assets amounts in thousands
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash $ 4,729 18,441 (b) 29,056 (b) 42,330 38,481 (b) (76,082)(d) 4,729
(7,500)(b)
(1,451)(b)
(945)(b)
Receivables, prepaids and other assets, net 871 (29)(b) (54)(b) 788 (32)(b) -- 756
Property and equipment, net 38,732 (5,086)(a) (11,532)(a) 22,114 (12,773)(a) -- 9,341
Franchise costs and other intangibles, net 28,877 (430)(a) (9,170)(a) 19,277 (9,291)(a) -- 9,986
-------- ------- -------- ------- ------- -------- -------
$ 73,209 3,000 8,300 84,509 16,385 (76,082) 24,812
======== ======= ======== ======= ======= ======== =======
Liabilities and Partners' Equity
- --------------------------------
Cash overdraft $ 1,710 -- -- 1,710 -- -- 1,710
Payables, accruals and other liabilities 3,862 (1,451)(b) (756)(b) 1,383 (1,249)(b) -- 134
(272)(b)
Debt 7,500 (7,500)(b) -- -- -- -- --
-------- ------- -------- ------- ------- -------- -------
Total liabilities 13,072 (9,223) (756) 3,093 (1,249) -- 1,844
Partners' equity 60,137 13,168 (c) 9,056 (c) 81,416 17,634 (c) (76,082)(d) 22,968
(945)(c)
-------- ------- -------- ------- ------- -------- -------
$ 73,209 3,000 8,300 84,509 16,385 (76,082) 24,812
======== ======= ======== ======= ======= ======== =======
</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
Pro forma adjustments Partnership adjustments-
---------------------------- pro forma Proposed
Southern before effects Lower
Partnership Tennessee St. Mary's of Lower Delaware Partnership
historical Sale Sale Delaware Sale Sale pro forma
--------- ---------- ------------ ------------ ---------- ---------
amounts in thousands
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 28,108 (3,868)(a) (6,855)(a) 17,385 (8,997)(a) 8,388
Operating costs and expenses:
Programming, operating,
selling, general and
administrative 17,732 (2,032)(a) (4,290)(a) 11,410 (4,563)(a) 6,847
Depreciation and amortization 14,932 (1,423)(a) (4,153)(a) 9,356 (5,437)(a) 3,919
--------- ---------- ------------ ------------ ---------- ---------
32,664 (3,455) (8,443) 20,766 (10,000) 10,766
--------- ---------- ------------ ------------ ---------- ---------
Operating loss (4,556) (413) 1,588 (3,381) 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) 1,588 37,108 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):
Consummated Sales
----------------------
Southern Lower
Tennessee St. Mary's Delaware Total
--------- ---------- -------- -------
Unadjusted sales price (1) $19,750 30,637 43,100 93,487
Purchase price
adjustments (2) (243) 270 (2,034) (2,007)
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 29,056 38,481 85,978
======== ========= =======
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) $76,082
=======
(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) Represents actual preliminary purchase price adjustments with respect to
the Consummated Sales and estimated purchase price adjustments with respect
to the Lower Delaware Sale.
Pursuant to the Lower Delaware asset purchase agreement, the sales price is
subject to downward adjustment by approximately $1,534,000 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.
Pursuant to the Lower Delaware asset purchase agreement, the sales price is
subject to downward adjustment in the event certain minimum subscriber
counts are not met. The Partnership believes that such minimum subscriber
counts may not be met which could result in a sales price adjustment of
approximately $500,000. Accordingly, the purchase price set forth above 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 first sale consummated, the Southern Tennessee Sale, and have not
been allocated to each of the Sales Transactions as such costs are fixed in
nature and will not vary with the number of sales consummated.
(8) Amount does not include any other available cash held by the Partnership.
(continued)
6
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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>
Consummated Sales
----------------------
Southern St. Lower
Tennessee Mary's Delaware Total
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Unadjusted sales price (1) $19,750 30,637 43,100 93,487
Purchase price
adjustments (2) (243) 270 (2,034) (2,007)
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, franchise costs
and other intangibles (5,516) (20,702) (22,064) (48,282)
--------- -------- -------- --------
Gain before unallocated costs $13,168 9,056 17,634 39,858
========= ======== ========
Payment of other transaction
costs (4) (945)
--------
Gain $ 38,913
========
</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. Even if 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 $ 761
Limited Partners 75,321
========
$ 76,082
========
Pro Forma Distribution Per Unit $ 377
========
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
