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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): January 29, 1999
CABLE TV FUND 14-B, LTD.
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(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
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(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
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Item 2. Disposition of Assets
On January 29, 1999, Cable TV Fund 14-B, Ltd. (the "Partnership"), a
Colorado limited partnership, sold the cable television system serving areas in
and around the community of Littlerock, California (the "Littlerock System") to
Jones Communications of California, Inc., an indirect subsidiary of Jones
Intercable, Inc., the general partner of the Partnership (the "General
Partner"), for a sales price of $10,720,400, subject to customary closing
adjustments. The sales price represents the average of three separate
independent appraisals of the fair market value of the Littlerock System. The
sale was approved by the holders of a majority of the limited partnership
interests of the Partnership.
In January 1999, City Partnership Co. ("Plaintiff"), a limited partner
of the Partnership, filed a class action complaint in the District Court,
Arapahoe County, State of Colorado (Case No. 99CV0150) naming the General
Partner as defendant. Plaintiff, on its behalf and on behalf of all other
persons who are limited partners of the Partnership, is challenging the terms of
sale of the Littlerock System to an affiliate of the General Partner. This case
is in a very preliminary stage, but the General Partner believes that the terms
of the sale were in accordance with the requirements of relevant limited
partnership agreement provisions. The General Partner intends to defend this
lawsuit vigorously.
From the proceeds of the Littlerock System's sale, the Partnership
settled working capital adjustments and retained $1,000,000 to cover expenses in
connection with pending litigation challenging the Partnership's sale of its
Littlerock System (the "Littlerock Litigation"), and the Partnership will
distribute the remaining sale proceeds of $9,985,361 before the end of February
1999 to its limited partners of record as of January 29, 1999. Because the
distributions to the limited partners from the sales of the Partnership's
various cable television systems will not return to the limited partners all of
the capital initially contributed by the limited partners to the Partnership,
the General Partner will not receive a general partner distribution from the
Littlerock System's sale proceeds. Limited partners will receive $38 for each
$500 limited partnership interest, or $76 for each $1,000 invested in the
Partnership, from the Partnership's net proceeds of the Littlerock System's
sale.
Taking into account all distributions from the sale of the
Partnership's cable television systems and the pending distribution from the
sale of the Littlerock System, the limited partners of the Partnership will have
received $432 for each $500 limited partnership interest, or $864 for each
$1,000 invested in the Partnership.
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Although the sale of the Littlerock System represented the sale of the
remaining cable television system of the Partnership, the Partnership will not
be dissolved until the Littlerock Litigation is finally resolved and terminated.
Because transferees of limited partnership interests following the record date
for the distribution of the Littlerock System's sale proceeds (January 29, 1999)
would not be entitled to any distributions from the Partnership, a transfer of
limited partnership interests following such record date would have no economic
value. The General Partner therefore has determined that, pursuant to the
authority granted to it by the Partnership's limited partnership agreement, the
General Partner will approve no transfers of limited partnership interests
beyond January 29, 1999.
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Item 7. Financial Statements and Exhibits
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a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
A description of the pro forma financial information of Cable TV
Fund 14-B, Ltd. reflecting the disposition of the Littlerock System is attached.
c. Exhibits.
2.1 Purchase and Sale Agreement dated as of March 10, 1998
between Cable TV Fund 14-B, Ltd. and Jones Intercable, Inc. is incorporated by
reference from the Preliminary Proxy Statement of Cable TV Fund 14-B, Ltd.
(Commission File No. 0-15378) filed with the Securities and Exchange Commission
on August 7, 1998.
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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.,
a Colorado limited partnership
By: Jones Intercable, Inc.
General Partner
Dated: February 12, 1999 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General Counsel
and Secretary
(40603)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
CABLE TV FUND 14-B, LTD.
As a result of the sale of the Littlerock System, the only remaining
asset of the Partnership is $1,000,000 retained in connection with expenses in
connection with the pending Littlerock Litigation. As a result, unaudited pro
forma financial information is not presented. The Partnership will continue in
existence until the Littlerock Litigation has been finally resolved and
terminated.
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