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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: December 21, 1999
Date of Earliest Event Reported: December 7, 1999
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 #)
9197 South Peoria Street, Englewood, Colorado 80112
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(Address of Principal Executive Offices)
(720) 875-4000
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On December 7, 1999, the Partnership consummated the sale of its
remaining cable television system serving subscribers located in and around
Riverside, California (the "Riverside System") to Century Exchange LLC
("Century"), an unaffiliated third party, for an unadjusted sale price of $33
million (the "Riverside Sale"). In connection with the Riverside Sale, Century
waived the condition to closing that all required consents be obtained prior to
closing the Riverside Sale, as such condition related to the transfer to Century
of the Franchise Agreement between the Partnership and the City of Moreno Valley
that authorizes the Partnership to provide cable television service to
subscribers located in and around Moreno Valley, California (the "Moreno
Franchise Agreement"). Accordingly, all of the Riverside System's cable
television assets other than the Moreno Franchise Agreement were transferred to
Century on December 7, 1999. As of the date of this Report on Form 8-K, consent
to transfer the Moreno Franchise Agreement to Century had not yet been obtained.
In connection with the Riverside Sale, the Partnership entered into a management
agreement with Century pursuant to which Century will be entitled to all net
cash flows generated by the portion of the Riverside System that is subject to
the Moreno Franchise Agreement until such time as the City of Moreno Valley
approves the transfer of the Moreno Franchise Agreement from the Partnership to
Century. Upon receipt of such approval from the City of Moreno Valley, the
Moreno Franchise Agreement will be transferred to Century post-closing and the
management agreement will be terminated. In accordance with the terms of the
asset purchase agreement relating to the Riverside Sale, $1.5 million of the
sales price has been placed in escrow for 180 days in order to satisfy any
indemnifiable claims made by Century.
On December 7, 1999, Tele-Communications, Inc. ("TCI"), an affiliate of
the Partnership, and Century established a joint venture (the "Joint Venture")
that combined multiple cable television systems in Southern California. TCI,
through certain of its subsidiaries, owns a 100% ownership interest in the
general partner of the Partnership. The Riverside System is among those systems
that was contributed to the Joint Venture by Century. TCI has an approximate 25%
interest in the Joint Venture, which is managed by Century.
The Riverside Sale was approved by the limited partners of the
Partnership (the "Limited Partners") at a special meeting that occurred on
December 11, 1998.
The Partnership has not yet made a determination as to the amount or
timing of any distribution of proceeds from the Riverside Sale.
Assuming the Riverside Sale had occurred on September 30, 1999, it is
estimated that the pro forma net cash proceeds available for distribution to
Limited Partners would have been approximately $236 per $500 unit ("Unit") of
limited partnership interest (the "Pro Forma Distribution Per Unit"). The
Partnership previously distributed $535 per Unit to its Limited Partners from
the Partnership's share of the cash proceeds from the sale of the other cable
television systems owned by the Partnership. The Pro Forma Distribution Per
Unit, which is based upon the Partnership's historical financial position at
September 30, 1999, 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 and is based on various assumptions with
respect to transaction related costs and other matters. Accordingly, the actual
amounts distributed to the Limited Partners will vary from the Pro Forma
Distribution Per Unit to the extent that the Partnership's September 30, 1999
financial position and/or the aforementioned assumptions do not reflect actual
amounts or conditions.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) The consummation of the Riverside Sale resulted in the sale of all
of the Partnership's cable television assets. After giving effect
to the Riverside Sale and the related distributions to the
Partnership's partners, as if they had occurred on September 30,
1999, the Partnership's pro forma condensed balance sheet at
September 30, 1999 would reflect no assets and no liabilities.
After giving effect to the Riverside Sale and the related
distributions to the Partnership's partners, as if they had
occurred on January 1, 1998, the Partnership's pro forma condensed
statements of operations for the year ended December 31, 1998 and
the nine months ended September 30, 1999 would reflect no revenue
and no expenses.
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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: December 21, 1999 By: /s/ Ann M. Koets
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Ann M. Koets
Vice President
(Chief Accounting Officer)
