<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transaction period from to
---------------- --------------------
Commission File Number 33-17174
CENCOM CABLE INCOME PARTNERS II, L.P.
(Exact name of registrant as specified in its charter)
Delaware 43-1456575
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12444 Powerscourt Drive - Suite 400 St. Louis, Missouri 63131
- ------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
<PAGE> 2
CENCOM CABLE INCOME PARTNERS II, L.P.
FORM 10-Q - FOR THE QUARTER ENDED MARCH 31, 1998
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
a. Balance Sheets - March 31, 1998 and December 31, 1997 3
b. Statements of Operations - Three Months Ended
March 31, 1998 and 1997 4
c. Statement of Partners' Capital (Deficit) - Three Months Ended
March 31, 1998 5
d. Statements of Cash flows - Three Months Ended March 31, 1998 and 1997 6
e. Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Change in Securities - None -
Item 3. Defaults upon Senior Securities - None -
Item 4. Submission of Matters to a Vote of Security Holders - None -
Item 5. Other Information - None -
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
</TABLE>
Page 2
<PAGE> 3
CENCOM CABLE INCOME PARTNERS II, L.P.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------------ ----------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 190,828 $ 220,104
Accounts receivable, net 82,815 98,685
Prepaid expenses and other 17,187 29,458
----------- -----------
Total current assets 290,830 348,247
PROPERTY AND EQUIPMENT, NET 2,968,730 3,003,525
FRANCHISE COSTS, net of accumulated amortization of $1,268,838 and
$1,262,965, respectively 27,529 33,402
DEBT ISSUANCE COSTS, net of accumulated amortization of $43,445 and
$30,411, respectively 247,633 260,667
INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP 2,797,531 2,633,748
RESTRICTED FUNDS HELD IN ESCROW 750,000 750,000
----------- -----------
$ 7,082,253 $ 7,029,589
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 2,959,669 $ 3,084,357
Payables to General Partner and affiliate 5,314,869 5,141,521
Subscriber deposits 11,272 11,542
----------- -----------
Total current liabilities 8,285,810 8,237,420
----------- -----------
DEFERRED REVENUE 18,815 18,536
----------- -----------
LONG TERM DEBT 4,000,000 4,600,000
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General Partner -- --
Limited Partners (250,000 units authorized; 90,915 units issued and
outstanding) (4,763,205) (5,367,200)
Note receivable from General Partner (459,167) (459,167)
----------- -----------
Total Partners' capital (deficit) (5,222,372) (5,826,367)
----------- -----------
$ 7,082,253 $ 7,029,589
=========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
Page 3
<PAGE> 4
CENCOM CABLE INCOME PARTNERS II, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------ -------------
<S> <C> <C>
SERVICE REVENUES $ 1,495,818 $ 4,622,978
------------ ------------
OPERATING EXPENSES:
Operating, general and administrative 842,997 2,600,186
Depreciation and amortization 111,716 1,372,243
Liquidation costs -- 203,685
------------ ------------
954,713 4,176,114
------------ ------------
Income from operations 541,105 446,864
------------ ------------
OTHER INCOME (EXPENSE):
Interest income 7,094 11,854
Interest expense (107,987) (819,841)
Equity in income of unconsolidated limited partnership 163,783 --
Gain on sale of cable television systems -- 12,567,420
------------ ------------
62,890 11,759,433
------------ ------------
Net income $ 603,995 $ 12,206,297
============ ============
NET INCOME PER LIMITED PARTNERSHIP UNIT $ 6.64 $ 132.92
============ ============
AVERAGE NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING 90,915 90,915
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
Page 4
<PAGE> 5
CENCOM CABLE INCOME PARTNERS II, L.P.
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Note
Receivable
From
General Limited General
Partner Partners Partner Total
------- -------- ------- -----
<S> <C> <C> <C> <C>
BALANCE, December 31, 1997 $ -- $(5,367,200) $ (459,167) $(5,826,367)
Net income -- 603,995 -- 603,995
-------------- ----------- ----------- -----------
BALANCE, March 31, 1998 $ -- $(4,763,205) $ (459,167) $(5,222,372)
============== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
Page 5
<PAGE> 6
CENCOM CABLE INCOME PARTNERS II, L.P.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 603,995 $ 12,206,297
Adjustments to reconcile net income (loss) to net cash provided by operating
activities-
Depreciation and amortization 111,716 1,372,243
Amortization of debt issuance costs 13,034 187,500
Equity in income of unconsolidated limited partnership (163,783) --
Gain on sale of cable television systems -- (12,567,420)
Changes in assets and liabilities, net of effects from sale of cable television
systems
Accounts receivable, net 15,870 (1,754)
Prepaid expenses and other 12,271 (95,566)
Accounts payable and accrued expenses (124,688) (427,195)
Payables to General Partner and affiliate 173,350 259,061
Subscriber deposits (270) (325)
Deferred revenue 279 (774)
------------ ------------
Net cash provided by operating activities 641,774 932,067
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (71,050) (443,530)
Proceeds from sale of cable television systems, net of cash sold -- 15,072,113
Restricted funds held in escrow -- (750,000)
------------ ------------
Net cash provided by (used in) investing activities (71,050) 13,878,583
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on revolving line of credit (600,000) (14,981,878)
------------ ------------
Net cash used in financing activities (600,000) (14,981,878)
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (29,276) (171,228)
CASH AND CASH EQUIVALENTS, beginning of period 220,104 531,285
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 190,828 $ 360,057
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
Page 6
<PAGE> 7
CENCOM CABLE INCOME PARTNERS II, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:
The financial statements of Cencom Cable Income Partners II, L.P. (the
"Partnership" or "CCIP II") as of March 31, 1998 and 1997, are unaudited;
however, in the opinion of management, such statements include all adjustments
necessary for a fair presentation of the results for the periods presented. The
interim financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Partnership's Form 10-K for the
year ended December 31, 1997. Interim results are not necessarily indicative of
results for a full year.
The accompanying unaudited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.
2. INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP:
The Partnership owns limited partnership units of Cencom Partners, L.P. ("CPLP")
which provide the Partnership an 84.03% ownership interest in CPLP. The
Partnership accounts for its investment in CPLP using the equity method. For the
period ended March 31, 1998, the Partnership recorded equity in income from its
investment in CPLP totaling approximately $164,000.
Summary financial information for the operating results of CPLP, for the three
months ended March 31, 1998, which are not consolidated with the operating
results of the Registrant, are as follows:
Service revenues $ 630,385
=========
Income from operations $ 325,858
=========
Net income $ 194,910
=========
3. PARTNER ALLOCATIONS
In accordance with the Partnership Agreement, net income including equity in
income of unconsolidated limited partnership and excluding gain on sale of cable
television systems shall be allocated to those partners with negative capital
balances in proportion to such negative balances until the negative balances are
restored to zero. Gains attributed to the sale or disposition of assets sold
shall be allocated to those partners with negative capital account balances,
after giving effect to the net income for the current year, in proportion to
such negative balances until the negative balances are restored to zero. After
the partners' capital accounts have been restored to zero, gains on sale of
cable television systems are allocated to the Limited Partners until they
receive an amount equal to cash distributions received with respect to the 11%
Preferred Return in excess of net profits previously allocated reduced by
certain previously allocated gains. Next, gains are allocated to the Limited
Partners until the sum of all allocated net profits (other than certain
previously allocated gains) equals their unpaid 11% Preferred Return.
Page 7
<PAGE> 8
4. LITIGATION
On April 15, 1997, a petition was filed, and two amended petitions were
subsequently filed in the Circuit Court of Jackson County, Missouri, by
plaintiffs who are limited partners of the Partnership against Cencom Properties
II, Inc. (Cencom Properties II), the general partner of the Partnership, Cencom
Partners, Inc. (Cencom Partners), the general partner of CPLP, the brokerage
firms involved in the original sale of the limited partnership units and Cencom
Cable Entertainment, Inc. (Cencom Cable). Cencom Cable provided management
services to both the Partnership and CPLP and also owned all of the stock of the
general partners of each of these partnerships prior to mid-1994. The plaintiffs
originally alleged that the defendants breached fiduciary duties, committed
fraud and made various misrepresentations in the marketing and sale of CCIP II
limited partnership units and in the management of CCIP II. By an agreement
between the parties, the brokerage defendants and the fraud allegations in the
sale of the units were dismissed without prejudice. The plaintiffs seek recovery
of the consideration paid for their partnership units, restitution of all
profits received by the defendants in connection with the management of the
Partnership and punitive damages.
On June 10, 1997, a purported class action was filed in Delaware Chancery Court
under the name Wallace, Matthews, Lerner and Roberts v. Wood et al, Case No.
15731, on behalf of the limited partners of the Partnership against Cencom
Properties II, Cencom Cable, Charter, parent of Cencom Partners and Cencom
Properties II, certain other affiliates of Charter, certain individuals,
including officers of Charter or Cencom Properties II and certain other
unaffiliated parties. The plaintiffs allege that the defendants breached
fiduciary duties and the terms of the Partnership Agreement in connection with
the investment in CPLP, the management of the Partnership's assets and the sale
of certain partnership assets. In November 1997, the plaintiffs amended their
complaint to restate their allegations as a shareholder's derivative claim. As
of March 31, 1998, the damages claimed by the plaintiffs are unspecified.
The Partnership has not been named as a defendant in the above actions.
The Partnership is a party to lawsuits which are generally incidental to its
business. In the opinion of management, after consulting with legal counsel, the
outcome of these lawsuits will not have a material adverse effect on the
Partnership's financial position or results of operations.
5. RELATED PARTY
Payable to General Partner and CPLP were approximately $5.3 million at March 31,
1998 and approximately $5.1 million at December 31, 1997. At December 31, 1997,
the payable to General Partner consisted of deferred management fees, of which
approximately $2.6 million was deferred under the terms of the Partnership
Agreement and approximately $1.4 million voluntarily deferred by the General
Partner. At March 31, 1998, the payable to General Partner and CPLP consisted
primarily of deferred management fees, with approximately $2.7 million deferred
under the terms of the Partnership Agreement and approximately $1.5 million
voluntarily deferred by the General Partner. In addition, at March 31, 1998,
payable to General Partner and CPLP included $1,200,000 payable to CPLP, the
proceeds of which were used to reduce outstanding indebtedness under the Credit
Agreement.
Page 8
<PAGE> 9
CENCOM CABLE INCOME PARTNERS II, L.P.
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
The following table sets forth the approximate number of subscribers of the
Partnership as of the dated indicated.
<TABLE>
<CAPTION>
March 31, December 31, March 31,
1998 1997 1997
--------- --------- ---------
<S> <C> <C> <C>
Basic Subscribers:
Texas systems 11,900 11,600 12,200
South Carolina systems -- -- 21,100
Northeast Missouri systems 1,800 1,800 1,900
------ ------ ------
13,700 13,400 35,200
====== ====== ======
Premium Subscriptions:
Texas systems 4,600 4,400 4,700
South Carolina systems -- -- 10,800
Northeast Missouri systems 700 800 800
------ ------ ------
5,300 5,200 16,300
====== ====== ======
</TABLE>
The following table sets forth certain items in dollars and as a percentage of
total revenues for the periods indicated:
<TABLE>
<CAPTION>
For the Three Months
Ended March 31
--------------
(Unaudited)
1998 1997
---------------------------- ------------------------------
% of % of
Amount Revenue Amount Revenue
<S> <C> <C> <C> <C>
Service Revenues $ 1,495,818 100.0% $ 4,622,978 100.0%
------------ ----- ------------ -----
Operating Expenses:
Operating, General and Administrative 842,997 56.3 2,600,186 56.2
Depreciation and Amortization 111,716 7.5 1,372,243 29.7
Liquidation Costs -- -- 203,685 4.4
------------ ----- ------------ -----
954,713 63.8 4,176,114 90.3
------------ ----- ------------ -----
Income From Operations 541,105 36.2 446,864 9.7
------------ ----- ------------ -----
Other Income (Expense):
Interest Income 7,094 0.5 11,854 0.3
Interest Expense (107,987) (7.2) (819,841) (17.7)
Gain on Sale of Cable Television Systems -- -- 12,567,420 271.8
Equity in income of unconsolidated
limited partnership 163,783 10.9 -- --
------------ ----- ------------ -----
62,890 4.2 11,759,433 254.4
------------ ----- ------------ -----
Net Income $ 603,995 40.4% $ 12,206,297 264.1%
============ ===== ============ =====
</TABLE>
Page 9
<PAGE> 10
Service Revenues
The Partnership earns substantially all of its revenues from monthly
subscription fees for basic tier, expanded tier, premium channels, equipment
rental and ancillary services provided by its cable television systems. Service
revenues decreased by 67.6% to $1,495,818 for the three months ended March 31,
1998, when compared to the similar period of 1997. These decreases are due to
the sale of certain of the Texas systems on March 31, 1997, and the sale of the
South Carolina systems on April 7, 1997.
Basic subscribers at March 31, 1998 decreased by approximately 400 basic
subscribers versus March 31, 1997, after the sale of the South Carolina system.
This decrease is attributable to the increase in competition for the delivery of
video programming services in these markets.
Premium service subscriptions decreased 3.6% from March 31, 1997 to March 31,
1998, after the sale of the South Carolina system. The ratio of premium service
subscriptions per basic subscriber decreased from 39.0% at March 31, 1997 to
38.7% at March 31, 1998, as determined for Northeast Missouri and the remaining
Texas systems. This overall decrease may reflect that there is an increasing
variety of programming on the basic tier. Given this change at the basic level,
the Partnership anticipates that premium subscriptions may continue to decline
relative to basic services over the next few years. As a result, the Partnership
has begun to offer premium services to subscribers in a packaged format,
providing subscribers with a discount from the combined retail rates of these
packaged services in an effort to maintain premium subscription levels and
attract additional subscriptions.
Operating Expenses
Operating, general and administrative expenses decreased by approximately
$1,757,000 or 67.6% during the three months ended March 31, 1998 when compared
to the similar period of 1997. The decreases are primarily the result of the
Partnership serving fewer subscribers as a result to the system sales.
Depreciation and amortization decreased by 91.9% from $1,372,243 for the three
months ended March 31, 1997, to $111,716 for the same period in 1998. These
decreases are related to the smaller base of depreciable and amortizable assets
as a result of the system sales.
Liquidation costs related to system sales of $203,685 were incurred by the
Partnership during the quarter ended March 31, 1997. These costs consisted
primarily of legal fees.
Other Income and Expenses
Interest expense was $107,987 for the three months ended March 31, 1998, which
was a decrease of 86.8% versus the similar period of 1997. The decrease is
primarily the result of lower average outstanding indebtedness of the
Partnership during 1998 as a result of utilizing proceeds from the system sales
to reduce outstanding debt balances.
Equity in income of unconsolidated limited partnership relates to revenue
recorded by the Partnership for its share of net income recorded by Cencom
Partners, L.P. ("CPLP").
Gain on sale of cable television systems by the partnership is the result of the
Texas Sales on March 31, 1997.
Net Income
Net income was $603,995 for the current quarter compared to a net income of
$12,206,297 for the same period in the prior year. Net income for 1997 was
primarily the result of the gain recorded on the sale of certain of the assets
of the Texas systems on March 31, 1997.
Page 10
<PAGE> 11
Liquidity and Capital Resources
The Partnership's initial capital resources have included the aggregate of
approximately $81.6 million (net of related expenses) raised through the sale of
LP Units and approximately $918,000 in General Partner contributions of cash and
notes. These sources of capital were used to fund the purchase of the
Partnership Systems and have since been supplemented with borrowings to finance
capital expenditures.
On May 23, 1997, the Partnership terminated its existing secured revolving line
of credit agreement and entered into a new bank credit agreement (the "Credit
Agreement") for borrowings up to $8,500,000. The Credit Agreement also provides
for borrowings up to $7,500,000 by CPLP, with each partnership held jointly and
severally liable in the event of default. At March 31, 1998, CCIP II had
$4,000,000 of indebtedness outstanding under the Credit Agreement and CPLP had
$-0- of indebtedness outstanding under the Credit Agreement. The debt bears
interest at rates, at the Partnership's option, based on the higher of the prime
rate of the Canadian Imperial Bank of Commerce (the agent bank) or the Federal
Funds Rate plus 1/2 of 1%, or the LIBOR plus applicable margins based upon the
Partnership's leverage ratio at the time of the borrowings. At March 31, 1998,
the interest rate on this outstanding indebtedness was 7.4375%
Borrowings under the Credit Agreement are subject to certain financial and
nonfinancial covenants and restrictions, including the maintenance of a ratio of
total debt to annualized operating cash flow of 4.0 to 1.0 at March 31, 1998. A
quarterly commitment fee of 0.375% per annum is payable on the unused portion of
the Credit Agreement. Commencing March 31, 1999, and at the end of each calendar
quarter thereafter, the borrowing capacity shall be reduced by $800,000.
Quarterly reductions will continue until March 31, 2002, at which time the
borrowing capacity shall be reduced by $1,600,000, quarterly until December 31,
2002.
The Partnership made capital expenditures of approximately $71,000 during the
first three months of 1998 in connection with the improvement and upgrading of
the Partnership systems.
Pursuant to the terms of the Partnership Agreement, the Partnership is required
to distribute all cash available for distribution to the Partners within 60 days
after the end of each calendar quarter and, with respect to certain available
refinancing proceeds and certain available sales proceeds, as soon as possible
following completion of the relevant transaction. However, the partnership
suspended distributions to Limited Partners in the fourth quarter of 1993 to
provide greater financial flexibility in meeting its debt covenants and in
making capital expenditures necessary to maintain the Partnership's assets, and
no additional distributions were made until a special distribution in June 1997
following the sale of assets. No further distributions were made after June
1997.
The General Partner continues to seek potential purchasers for the remaining
Northeast Missouri and Texas systems. The General Partner continues to operate
these remaining cable television systems until such time as these systems are
sold.
CPLP intends to continue to operate its remaining systems until an acceptable
bid is received. Any future sale of CPLP's remaining cable television systems
will be utilized to satisfy any indebtedness and obligations, with the remaining
proceeds to be distributed in accordance with the CPLP partnership agreement.
The Partnership maintains an 84.03% ownership interest in CPLP.
After the remaining Partnership assets, including the Partnership's investment
in CPLP, have been sold or liquidated for cash, the General Partner will repay
the balance of the Partnership's outstanding obligations, expenses and other
liabilities and distribute any remaining cash (subject to holdback for
contingencies) to the Limited Partners of the Partnership, at which time the
Partnership's existence will terminate.
Year 2000 Impact
As of the quarter ended March 31, 1998, the Partnership is engaged in a process
to identify and address issues surrounding the Year 2000 and its impact on the
Partnership's operations. The issue surrounding the Year 2000 is whether the
computer systems, software and all equipment using a computer chip will properly
recognize date
Page 11
<PAGE> 12
sensitive information when the year changes to 2000, or "00".
Computerized systems that do not properly recognize such information could
generate erroneous data or cause a system to fail. This issue impacts the
Partnership as to its owned or licensed computer systems and equipment used in
connection with internal operations, including systems, software and equipment
supplied by vendors and third party service providers. The Partnership may also
be affected by virtue of its external dealings with third parties in the regular
course of business. As management of the Partnership has not completed its
initial assessment of the impact the Year 2000 may have on the Partnership's
operations, it cannot estimate the costs associated with ensuring the
Partnership's operations are Year 2000 compliant. The Partnership is in the
initial phases of determining the impact of the Year 2000, and management
anticipates completion of the project by December 1998, allowing adequate time
for testing. However, there can be no assurance that the Partnership's
operations nor the computer systems of other companies with whom the Partnership
conducts business will be Year 2000 compliant prior to December 31, 1999. If
such modifications and conversions are not completed timely, the Year 2000
problem may have a material impact on the operation of the Partnership.
Page 12
<PAGE> 13
Part II. Other Information
Item 1. Legal Proceedings
On April 15, 1997, a petition was filed, and two amended petitions were
subsequently filed in the Circuit Court of Jackson County, Missouri, by
plaintiffs who are limited partners of the Partnership against Cencom Properties
II, Cencom Partners, Inc. (Cencom Partners), the general partner of CPLP, the
brokerage firms involved in the original sale of the limited partnership units
and Cencom Cable Entertainment, Inc. ("Cencom Cable"). Cencom Cable provided
management services to both the Partnership and CPLP and also owned all of the
stock of the general partners of each of these partnerships prior to mid-1994.
The plaintiffs originally alleged that the defendants breached fiduciary duties,
committed fraud and made various misrepresentations in the marketing and sale of
CCIP II limited partnership units and in the management of CCIP II. By an
agreement between the parties, the brokerage defendants and the fraud
allegations in the sale of the units were dismissed without prejudice. The
plaintiffs seek recovery of the consideration paid for their partnership units,
restitution of all profits received by the defendants in connection with the
management of the Partnership and punitive damages.
On June 10, 1997, a purported class action was filed in Delaware Chancery Court
under the name Wallace, Matthews, Lerner and Roberts v. Wood et al, Case No.
15731, on behalf of the limited partners of the Partnership against Cencom
Properties II, Cencom Cable, Charter, parent of Cencom Partners and Cencom
Properties II, certain other affiliates of Charter, certain individuals,
including officers of Charter or Cencom Properties II and certain other
unaffiliated parties. The plaintiffs allege that the defendants breached
fiduciary duties and the terms of the Partnership Agreement in connection with
the investment in CPLP, the management of the Partnership's assets and the sale
of certain partnership assets. In November 1997, the plaintiffs amended their
complaint to restate their allegations as a shareholder's derivative claim. As
of March 31, 1998, the damages claimed by the plaintiffs are unspecified.
The Partnership has not been named as a defendant in the above actions.
Item 2. Change in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K - None
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K - None
Page 13
<PAGE> 14
CENCOM CABLE INCOME PARTNERS II, L.P.
FOR QUARTER ENDED MARCH 31, 1998
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 thereunto duly authorized.
CENCOM CABLE INCOME PARTNERS II, L.P.
By: Cencom Properties II, Inc.
its General Partner
By: /s/ Jerald L. Kent
----------------------------
Jerald L. Kent
Executive Vice President and
Chief Financial Officer
By: /s/Jerald L. Kent May 13, 1998
-------------------------------
Jerald L. Kent
Executive Vice President and
Chief Financial Officer
By: /s/Ralph G. Kelly May 13, 1998
-------------------------------
Ralph G. Kelly
Treasurer
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 191
<SECURITIES> 0
<RECEIVABLES> 83
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 291
<PP&E> 2,969
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,082
<CURRENT-LIABILITIES> 8,286
<BONDS> 4,000
0
0
<COMMON> 0
<OTHER-SE> (5,222)
<TOTAL-LIABILITY-AND-EQUITY> 7,082
<SALES> 1,496
<TOTAL-REVENUES> 1,496
<CGS> 0
<TOTAL-COSTS> 955
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 108
<INCOME-PRETAX> 604
<INCOME-TAX> 0
<INCOME-CONTINUING> 604
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 604
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
