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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 31, 1997
CENCOM CABLE INCOME PARTNERS II, L.P.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
33-17174 43-1456575
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Commission File Number (I.R.S. Employer
Identification No.)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Cencom Cable Income Partners II, L.P. (CCIP II) is currently in the process of
dissolution through the sale of its cable television systems and liquidation of
its cable television investments. On March 6, 1997, CCIP II distributed a
proxy statement to its limited partners for the purpose of obtaining approval
for the sale of certain cable television systems to certain affiliates of the
general partner of CCIP II. On April 7, 1997, the limited partners approved
the sale of certain cable television systems to such affiliates of the general
partner.
On January 30, 1997, CCIP II entered into a sale agreement for the sale of its
cable television systems serving approximately 6,800 basic subscribers in the
communities of Jasper, Woodville and Cleveland, Texas. The sale of these cable
television systems was consummated on March 31, 1997. The purchaser of the
cable television systems was Etan Industries, an unaffiliated party. The sale
price, after closing adjustments, was approximately $9,986,000.
On February 28, 1997, CCIP II entered into a sale contract for the sale of its
cable television systems serving approximately 3,500 basic subscribers in the
communities of Marlin, Madisonville and Buffalo, Texas. The sale of these
cable television systems was consummated on March 31, 1997. The purchaser of
the cable television systems was Northland Cable, an unaffiliated third party.
The sale price, after closing adjustments, was approximately $5,269,000.
On May 30, 1996, CCIP II entered into a sale agreement for the sale of its
cable television system serving approximately 20,800 basic subscribers in
Anderson County, South Carolina (the "Anderson County System"). The sale of
this cable television system was consummated on April 7, 1997 following
notification of approval by the limited partners of CCIP II for the
transaction. The sale of this cable television system was to Charter
Communications II, L.P., a wholly-owned subsidiary of Charter Communications
Southeast, L.P. (Charter Southeast). Charter Southeast is a wholly-owned
subsidiary of Charter Communications Southeast Holdings, L.P. (Charter
Holdings). Both Charter Southeast and Charter Holdings are affiliates of the
general partner of CCIP II. The sale price, after closing adjustments was
approximately $36,636,000.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Pursuant to the instructions regarding financial statements as outlined by
Article 3 of Regulation S-X, an unaudited pro forma balance sheet and unaudited
pro forma statement of operations are attached hereto. The unaudited pro forma
balance sheet assumes that the sale of the cable television systems located in
Jasper, Woodville, Cleveland, Marlin, Madisonville and Buffalo, Texas
(collectively the "Texas Systems") and the Anderson County System had occurred
on December 31, 1996. The unaudited pro forma statements of operations assume
the sale of the Texas Systems and the Anderson County System as of January 1,
1996. The unaudited pro forma balance sheet and statements of operations
should be read in conjunction with the notes thereto. The "As Reported"
amounts were taken from the Partnership's audited financial statements.
The proxy statement included pro forma financial information for the sale of
certain cable television systems and the subsequent distributions to the
limited partners. The pro forma financial statements included as a part of
this Form 8-K reflect only the sale transactions. The distribution of proceeds
to the limited partners is anticipated to occur no later than June 30, 1997.
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CENCOM CABLE INCOME PARTNERS II, L.P.
UNAUDITED PRO FORMA BALANCE SHEET
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Adjustments
Adjustments for the sale of
for sale of the the Anderson Pro Forma
As Reported Texas Systems County System Balance
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ASSETS
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<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and Cash Equivalents $ 531,285 $ - $ 13,560,162 (d) $ 14,091,447
Accounts receivable, net 222,708 (53,839) (a) (115,991) (e) 52,878
Prepaid Expenses and other 78,705 (164) (a) (15,992) (e) 62,549
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Total Current Assets 832,698 (54,003) 13,428,179 14,206,874
PROPERTY AND EQUIPMENT, net 18,938,808 (2,416,737) (a) (13,178,400) (e) 3,343,671
FRANCHISE COSTS, net 724,004 (273,937) (a) (386,831) (e) 63,236
DEBT ISSUANCE COSTS 350,000 - - 350,000
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Total Assets 20,845,510 (2,744,677) (137,052) 17,963,781
============ ============= ============ ==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
- -------------------------------------------
CURRENT LIABILITIES
Current maturities of long-term debt $ 36,700,000 $ (14,903,115) (b) $(21,796,885) (f) $ -
Accounts payable and
accrued expenses 2,416,134 (239,255) (a) (964,936) (e) 1,211,943
Payables to General Partner
and Affiliate 3,532,580 - - 3,532,580
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Total Current Liabilities 42,648,714 (15,142,370) (22,761,821) 4,744,523
DEFERRED REVENUE 24,803 (11,633) (a) - 13,170
PARTNERS' CAPITAL (DEFICIT):
General Partner (2,828,374) 1,642,495 (c) 1,185,879 (g) -
Limited Partners (18,540,466) 10,766,831 (c) 21,438,890 (g) 13,665,255
Note receivable from general partner (459,167) - - (459,167)
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Total partners' capital (deficit) (21,828,007) 12,409,326 22,624,769 13,206,088
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Total Liabilities and Partners'
Capital (Deficit) 20,845,510 (2,744,677) (137,052) 17,963,781
============ ============= ============ ==============
Book Value Per LP Unit $ (240.09) - - $ 145.26
</TABLE>
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CENCOM CABLE INCOME PARTNERS II, L.P.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Adjustments
Adjustments for the sale of
for the sale of the the Anderson
As Reported Texas Systems County System Pro Forma
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<S> <C> <C> <C> <C>
Service Revenues $ 18,155,382 $(4,123,367) (h) $(8,344,317) (l) $5,687,698
Operating Expenses:
Operating, general and administrative 10,572,015 (2,292,042) (i) (4,781,368) (m) 3,498,605
Depreciation and amortization 6,235,182 (1,057,187) (i) (3,688,442) (m) 1,489,553
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16,807,197 (3,349,229) (8,469,810) 4,988,158
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Income from operations 1,348,185 (774,138) 125,493 699,540
Other Income (Expense):
Interest income 39,909 (9,190) (j) (18,358) (n) 12,361
Interest expense (2,835,247) 1,151,335 (k) 1,683,912 (o) -
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Net income (loss) (1,447,153) 368,007 1,791,047 711,901
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Net Income (Loss) Per LP Unit $ (15.76) $ 7.75
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</TABLE>
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NOTES TO UNAUDITED PRO FORMA FINANCIAL
INFORMATION-THE PARTNERSHIP
The unaudited pro forma balance sheet assumes the Partnership had sold the
Texas Systems and the Anderson County System as of December 31, 1996. The
unaudited pro forma statement of operations for the year ended December 31,
1996 assumes that the Partnership had sold the Texas Systems and the Anderson
County System as of
January 1, 1996.
For the purposes of determining the pro forma effect of the sale of the Texas
Systems and the Anderson County System on the Partnership's balance sheet, the
following adjustments have been made as of December 31, 1996:
(a) Reflects the disposition of assets and liabilities of Texas Systems as of
December 31, 1996
(b) Reflects payment on the outstanding indebtedness under the Credit
Agreement from the sale of the Texas Systems.
(c) Reflects the allocation of the gain on the sale of the Texas Systems' net
assets, as of December 31, 1996.
(d) Cash and cash equivalents
a. Proceeds from the sale of Anderson County System $ 36,700,000
b. Working capital adjustment
Anderson County current assets $ 131,983
Anderson County current liabilities
and deferred revenue $ (964,936)
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Total working capital $ (832,953)
c. Payment of long-term debt (21,796,885)
d. Estimated capital expenditures to be reimbursed 202,000
e. Payment of transaction costs (712,000)
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Increase in cash and cash equivalents $ 13,560,162
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(e) Reflects the disposition of assets and liabilities of Anderson County
System as of December 31, 1996
(f) Reflects payment of the outstanding indebtedness under the Credit
Agreement from the sale of the Anderson County System.
(g) Reflects the allocation of the gain on the sale of the Anderson County
System as of December 31, 1996
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For purposes of determining the pro forma effect of the sale of the Texas
Systems and the Anderson County System, the pro forma adjustments described
below have been made to the statement of operations of the Partnership for the
year ended December 31, 1996 as if the transactions had occurred as of
January 1, 1996:
(h) Elimination of historical revenues of the Texas System
(i) Elimination of operating expenses of the Texas Systems. The general and
administrative expenses allocated to the Texas Systems by the Partnership
have not been eliminated.
(j) Reflects the reduction of interest income due to the elimination of the
cash flows from the Texas Systems. The reduction to interest was
estimated based on the ratio of the Texas Systems' subscribers to the
total Partnership's subscribers.
(k) Reflects an elimination of interest expense assuming the sale of the Texas
Systems would result in a reduction to borrowings under the Credit
Agreement. Reduction of interest expense was calculated based on the
ratio of the estimated payment of debt ($14.9 million) to the
Partnership's debt outstanding to total interest expense for the period.
(l) Elimination of historical revenues of the Anderson County System
(m) Elimination of operating expenses of the Anderson County System. The
general and administrative expenses allocated to the Anderson County
System by the Partnership have not been eliminated.
(n) Reflects the reduction of interest income due to the elimination of the
cash flows from the Anderson County System. The reduction to interest was
estimated based on the ratio of the Anderson County System's subscribers
to the total Partnership's subscribers.
(o) Reflects an elimination of interest expense assuming the sale of the
Anderson County System would result in a reduction to borrowings under the
Credit Agreement. Reduction of interest expense was calculated based on
the ratio of the estimated payment of debt ($21.8 million) to the
Partnership's debt outstanding to total interest expense for the period.
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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.
Cencom Cable Income Partners II, L.P.
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(Registrant)
By: Cencom Properties II, Inc.,
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its general partner
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Date: April 15, 1997 By: /s/ Ralph G. Kelly
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Ralph G. Kelly,
Treasurer
Date: April 15, 1997
