<PAGE>
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 (Date of earliest event reported): June 30, 1998
CABLE TV FUND 14-B, LTD.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-16200 84-1024658
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
<PAGE>
Item 2. Disposition of Assets
---------------------
On June 30, 1998, Cable TV Fund 14-B, Ltd., a Colorado limited partnership
(the "Partnership") sold the cable television system serving the areas in and
around Surfside, South Carolina (the "Surfside System") to an unaffiliated party
for a sales price of $51,500,000, subject to customary closing adjustments. The
sale was approved by the holders of a majority of the limited partnership
interests of the Partnership.
From the proceeds of the Surfside System's sale, the Partnership retained
$257,400 for working capital purposes, repaid all of its indebtedness of
$15,957,200 (including the $15,800,000 borrowed under its credit facility and
$157,200 of capital lease obligations), paid a 2.5% brokerage fee totaling
$1,287,500 to The Jones Group, Ltd. ("The Jones Group"), an affiliate of Jones
Intercable, Inc., the general partner of the Partnership (the "General
Partner"), and a deferred acquisition fee of $920,000 to The Jones Group. The
remaining net sale proceeds of approximately $32,900,000 will be distributed in
August 1998 to the Partnership's limited partners of record as of June 30, 1998.
This distribution will represent approximately $126 for each $500 limited
partnership interest, or $252 for each $1,000 invested in the Partnership.
Taking into account the prior distribution to limited partners of the net
proceeds from the sale of the cable television system serving certain areas in
and around Broward County, Florida (the "Broward System") and the distribution
to be made in August 1998 of the net proceeds from the sale of the Surfside
System, the limited partners of the Partnership will have received a total of
$388 for each $500 limited partnership interest, or $776 for each $1,000
invested in the Partnership. Because the distributions to the limited partners
from the sale of the Surfside System and the Broward System will not return 125%
of the capital initially contributed by the limited partners to the Partnership,
the General Partner will not receive a general partner distribution from the
Surfside System's sale proceeds.
The Partnership will continue to own and operate the cable television
system serving Littlerock, California until it is sold to the General Partner
later this year. After the sale of the Littlerock, California system, which is
the Partnership's last remaining asset, the Partnership will be liquidated and
dissolved.
2
<PAGE>
Item 7. Financial Statements and Exhibits
---------------------------------
a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
Pro forma financial statements of Cable TV Fund 14-B, Ltd.
reflecting the disposition of the Surfside System are attached.
c. Exhibits.
2.1 Asset Purchase Agreement dated as of November 4, 1997 between
Cable One, Inc. and Cable TV Fund 14-B, Ltd. is incorporated by reference from
the Preliminary Proxy Statement of Cable TV Fund 14-B, Ltd. (Commission File No.
0-16200) filed with the Securities and Exchange Commission on December 23, 1997.
3
<PAGE>
SIGNATURES
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 hereunto duly authorized.
CABLE TV FUND 14-B, LTD.
By: Jones Intercable, Inc.,
its general partner
Dated: July 14, 1998 By: /s/ Elizabeth M. Steele
------------------------
Elizabeth M. Steele
Vice President, General
Counsel and Secretary
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<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
CABLE TV FUND 14-B, LTD.
The following unaudited pro forma consolidated balance sheet assumes that
as of March 31, 1998, Cable TV Fund 14-B, Ltd. (the "Partnership") had sold the
cable television system serving Surfside, South Carolina (the "System") for
$51,500,000. The funds available to the Partnership, adjusting for the
estimated net closing adjustments of the System, are expected to total
approximately $51,567,926. Such funds will be used to repay indebtedness of the
Partnership, and $32,900,000 will be distributed to the partners of the
Partnership. The unaudited pro forma consolidated statements of operations
assume that the System was sold as of January 1, 1997.
The unaudited pro forma consolidated financial information should be read
in conjunction with the appropriate notes to the unaudited pro forma
consolidated financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION IS BASED UPON AMOUNTS AS OF MARCH 31, 1998 AND CERTAIN ESTIMATES OF
LIABILITIES AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
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<PAGE>
CABLE TV FUND 14-B, LTD.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
-------------- -------------- --------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 95,044,345 $ 32,502,912 $ 127,547,257
Trade receivables, net 568,156 (363,636) 204,520
Investment in cable television properties:
Property, plant and equipment, net 21,838,352 (17,133,100) 4,705,252
Intangibles, net 22,310,615 (21,531,693) 778,922
-------------- -------------- --------------
Total investment in cable television properties 44,148,967 (38,664,793) 5,484,174
Deposits, prepaid expenses and deferred charges 360,594 (320,667) 32,927
-------------- -------------- --------------
Total assets $ 140,122,062 $ (6,846,184) $ 133,275,878
============== ============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 15,974,535 $ (15,943,870) $ 30,665
General Partner advances 891,877 (119,468) 772,409
Deferred brokerage fee 920,000 (920,000) -
Accrued distributions to limited partners 68,554,431 32,900,000 101,454,431
Accrued distributions to joint venture partner 25,484,569 - 25,484,569
Trade accounts payable and accrued liabilities 576,850 (516,731) 60,119
Subscriber prepayments 103,032 (99,646) 3,386
-------------- -------------- --------------
Total liabilities 112,505,294 15,300,285 127,805,579
Minority interest in cable television joint venture (130,051) - (130,051)
Partners' capital 27,746,819 (22,146,469) 5,600,350
-------------- -------------- --------------
Total liabilities and partners' capital $ 140,122,062 $ (6,846,184) $ 133,275,878
============== ============== ==============
</TABLE>
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated balance sheet.
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<PAGE>
CABLE TV FUND 14-B, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 10,536,074 $ (2,845,523) $ 7,690,551
COSTS AND EXPENSES:
Operating expenses 5,985,741 (1,639,885) 4,345,856
Management fees and allocated overhead
from Jones Intercable, Inc. 1,135,996 (306,001) 829,995
Depreciation and amortization 3,670,505 (1,213,295) 2,457,210
------------- ------------- -------------
OPERATING INCOME (LOSS) (256,168) 313,658 57,490
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest expense (971,605) 584,089 (387,516)
Gain on sale of cable television system 82,465,154 - 82,465,154
Other, net (587,846) (3,117) (590,963)
------------- ------------- -------------
Total other income (expense), net 80,905,703 580,972 81,486,675
------------- ------------- -------------
CONSOLIDATED INCOME BEFORE
MINORITY INTEREST 80,649,535 894,630 81,544,165
MINORITY INTEREST IN
CONSOLIDATED INCOME (22,016,787) - (22,016,787)
------------- ------------- -------------
NET INCOME $ 58,632,748 $ 894,630 $ 59,527,378
============= ============= =============
</TABLE>
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated statement.
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<PAGE>
CABLE TV FUND 14-B, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- -------------- -------------
<S> <C> <C> <C>
REVENUES $ 40,929,333 $ (10,901,001) $ 30,028,332
COSTS AND EXPENSES:
Operating expenses $ 22,717,178 (6,144,875) 16,572,303
Management fees and allocated overhead
from Jones Intercable, Inc. 4,399,838 (1,152,882) 3,246,956
Depreciation and amortization 14,070,460 (4,542,570) 9,527,890
------------- -------------- -------------
OPERATING INCOME (LOSS) (258,143) 939,326 681,183
------------- -------------- -------------
OTHER INCOME (EXPENSE):
Interest expense (3,903,254) 1,021,945 (2,881,309)
Other, net (8,561) 3,099 (5,462)
------------- -------------- -------------
Total other income (expense), net (3,911,815) 1,025,044 (2,886,771)
------------- -------------- -------------
CONSOLIDATED LOSS BEFORE
MINORITY INTEREST (4,169,958) 1,964,370 (2,205,588)
MINORITY INTEREST IN
CONSOLIDATED LOSS 626,089 - 626,089
------------- -------------- -------------
NET LOSS $ (3,543,869) $ 1,964,370 $ (1,579,499)
============= ============== =============
</TABLE>
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated statement.
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<PAGE>
CABLE TV FUND 14-B, LTD.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------
1) The following calculations present the sale of the System and the
resulting estimated proceeds expected to be received by the Venture and the
Partnership.
2) The unaudited pro forma consolidated balance sheet assumes that the
Venture had sold the System for $51,500,000 as of March 31, 1998. The unaudited
pro forma consolidated statements of operations assume that the Venture had sold
the System as of January 1, 1997.
3) The estimated gain recognized from the sale of the System and
corresponding estimated distribution to limited partners as of March 31, 1998
has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 51,500,000
Less: Net book value of investment in cable television
Properties at March 31, 1998 (38,664,793)
Brokerage fee (1,287,500)
------------
Gain on sale of assets $ 11,547,707
============
Distributions to Partners:
Contract sales price $ 51,500,000
Working capital adjustment:
Add: Current assets 684,303
Less: Current liabilities (616,377)
------------
Adjusted cash received by the Partnership 51,567,926
Plus: Cash on hand 397,088
Less: Repayment of outstanding debt to third parties (15,943,870)
Repayment of deferred acquisition fee (920,000)
Payment of brokerage fee (1,287,500)
Repayment of General Partner advances (119,468)
------------
Cash available for distribution $ 32,900,000
============
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