<PAGE> 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 1, 1999
CENCOM CABLE INCOME PARTNERS II, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
0-21309 43-1456575
Commission File Number (I.R.S. Employer
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
<PAGE> 2
CENCOM CABLE INCOME PARTNERS II, L.P.
1998 FORM 8-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Item 2. Disposition of Assets.................................................3
Item 7. Financial Statements and Exhibits.....................................4
</TABLE>
2
<PAGE> 3
ITEM 2. DISPOSITION OF ASSETS.
Cencom Cable Income Partners II, L.P. (CCIP II or the "Partnership") is in the
process of dissolution through the sale of its cable television systems and
liquidation of its cable television investment in Cencom Partners, L.P.
(CPLP).
On April 1, 1999, CCIP II sold its cable television systems serving
approximately 11,900 basic subscribers in the communities of Angleton, Aqua
Dolce, Belleville, Driscoll, Hempstead, Kingsville, and Sealy, Texas
(collectively, the "Texas Systems"). The purchaser of the Texas Systems was Etan
Industries, Inc. ("Etan"), an unaffiliated party. The sale price was $20.8
million, subject to working capital adjustments. Following this sale, CCIP II's
only remaining cable television assets are its systems serving northeast
Missouri. CCIP II plans to use the proceeds of this sale less a reserve for
adjustments, plus the distribution to be received from CPLP (as described below)
to make distributions to its partners in accordance with the liquidation
provisions of the Partnership Agreement.
On April 1, 1999, CPLP sold its remaining cable television systems serving
approximately 6,400 basic subscribers in the communities in and around LaGrange,
Texas (collectively, the "LaGrange Systems"). The purchaser of the cable
television systems was Etan. The sale price was $11.1 million, subject to
working capital adjustments. The sale of the LaGrange Systems completes CPLP's
dissolution of its cable television assets. CPLP will use net proceeds from the
sale first to satisfy the liabilities and expenses of CPLP with the remaining
funds distributed to its partners, of which 84.03% will be distributed to CCIP
II.
On April 1, 1999, the bank credit facility of CCIP II was paid off with the
proceeds of the sale of the Texas System and was terminated.
3
<PAGE> 4
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 sales of the Texas Systems and the LaGrange
Systems occurred on December 31, 1998. The unaudited pro forma statements of
operations assume the sale of the Texas Systems and the LaGrange Systems as of
January 1, 1998. 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
as of December 31, 1998 and for the year then ended. The unaudited pro forma
financial statements do not purport to be indicative of what the Partnership's
financial position or results of operations would actually have been had the
transactions been completed on the dates indicated or to project the
Partnership's results of operations for any future date.
The pro forma financial statements included as a part of this Current Report
reflect only the transactions described herein.
4
<PAGE> 5
CENCOM CABLE INCOME PARTNERS II, L.P.
UNAUDITED PRO FORMA BALANCE SHEET
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Adjustments
for sales of
the Texas and
LaGrange
ASSETS As Repotred Systems Pro Forma
------ -------------- ---------------- -------------
CURRENT ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents $267,002 $14,793,993 (e) $15,060,995
Accounts receivable, net 52,409 (41,760) (a) 10,649
Prepaid expenses and other 30,844 (30,779) (a) 65
-------------- ---------------- -------------
Total current assets 350,255 14,721,454 15,071,709
PROPERTY, PLANT AND EQUIPMENT 4,156,583 (3,754,641) (a) 401,942
FRANCHISE COSTS 10,521 (3,789) (a) 6,732
DEBT ISSUANCE COSTS 208,533 (208,533) (b) --
INVESTMENT IN UNCONSOLIDATED
LIMITED PARTNERSHIP 3,171,808 6,733,544 (f) 9,905,352
-------------- ---------------- -------------
Total assets $7,897,700 $17,488,035 $25,385,735
============== ================ =============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
- -------------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,310,831 $ (398,772) (a) $ 912,059
Payables to general partner and affiliates 6,291,552 (1,860,000) (c) 4,431,552
Subscriber deposits 10,527 -- 10,527
-------------- ---------------- -------------
Total current liabilities 7,612,910 (2,258,772) 5,354,138
DEFERRED REVENUE 19,774 (19,774) (a) --
LONG-TERM DEBT 3,800,000 (3,800,000) (b) --
PARTNERS' CAPITAL (DEFICIT):
General partner -- 204,908 (d) 204,908
Limited partners (3,075,817) 23,361,673 (d) 20,285,856
Note receivable from General partner (459,167) -- (459,167)
-------------- ---------------- -------------
Total partners' capital (deficit) (3,534,984) 23,566,581 20,031,597
-------------- ---------------- -------------
Total liabilities and partners' capital (deficit) $7,897,700 $17,488,035 $25,385,735
============== ================ =============
</TABLE>
5
<PAGE> 6
CENCOM CABLE INCOME PARTNERS II, L.P.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Adjustments
for sales of
the Texas and
LaGrange
As Reported Systems Pro Forma
--------------- ---------------- --------------
<S> <C> <C> <C>
SERVICE REVENUES $6,114,611 $(5,450,743) (g) $ 663,868
OPERATING EXPENSES:
Operating, general and administrative 3,346,674 (2,768,721) (h) 577,953
Depreciation and amortization 652,437 (468,111) (h) 184,326
--------------- ---------------- --------------
3,999,111 (3,236,832) 762,279
Income (loss) from operations 2,115,500 (2,213,911) (98,411)
OTHER INCOME (EXPENSE):
Interest income 39,632 -- 39,632
Interest expense (401,809) 401,809 (i) --
Equity in income of unconsolidated limited partnership 538,060 (538,060) (j) --
--------------- ---------------- --------------
Net income $2,291,383 $(2,350,162) $ (58,779)
=============== ================ ==============
</TABLE>
6
<PAGE> 7
NOTES TO UNAUDITED PRO FORMA FINANCIAL
STATEMENTS-CENCOM CABLE INCOME PARTNERS II, L.P.
The unaudited pro forma balance sheet assumes the Partnership sold the Texas
Systems on December 31, 1998. The unaudited pro forma statement of operations
for the year ended December 31, 1998, assumes that the Partnership sold the
Texas Systems as of January 1, 1998.
CPLP's assets, 84.03% owned by CCIP II, were sold on March 31, 1999, to Etan.
The unaudited pro forma effect of the sale of the LaGrange Systems on CPLP's
balance sheet would result in a balance sheet of net cash, which would be
available to be distributed to its partners. The unaudited pro forma statement
of operations for the year ended December 31, 1998 assumes that the CPLP had
sold the LaGrange systems on January 1, 1998. As a result, the unaudited pro
forma statement of operations would reflect no revenue and minimal costs to
liquidate the entity.
For the purposes of determining the pro forma effect of the sales of the Texas
Systems and liquidation of CPLP on the Partnership's balance sheet, the
following adjustments have been made as of December 31, 1998:
(a) Reflects the disposition of assets and liabilities of the Texas Systems
on December 31, 1998.
(b) Reflects payment on the outstanding indebtedness under the Credit
Agreement from the sale of the Texas Systems and elimination of
corresponding debt issuance costs.
(c) Reflects the settlement of a payable to an affiliate.
(d) Reflects the increase in Partnership capital as a result of the sales of
the Texas and LaGrange Systems.
(e) Cash and cash equivalents
<TABLE>
<S> <C> <C>
a. Proceeds from the sale of Texas Systems $ 20,800,000
b. Working capital adjustment
Texas Systems' current assets 72,539
Texas Systems' current liabilities
and deferred revenue (418,546)
--------
Total working capital (346,007)
c. Payment of long-term debt (3,800,000)
d. Payment of liability to an affiliate (1,860,000)
------------
Increase in cash and cash equivalents $ 14,793,993
============
</TABLE>
(f) Reflects an adjustment to record the investment in CPLP at an amount
equal to the estimated final distribution in accordance with the
liquidation provisions of CPLP's Partnership Agreement.
7
<PAGE> 8
For purposes of determining the pro forma effect of the sales of the Texas and
LaGrange Systems, the pro forma adjustments described below have been made to
the statement of operations of the Partnership for the year ended December 31,
1998, as if the transactions had occurred on January 1, 1998:
(g) Elimination of historical service revenues of the Texas Systems.
(h) 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.
(i) Reflects an elimination of interest expense assuming the sale of the
Texas Systems would eliminate borrowings under the Credit Agreement.
(j) Reflects the elimination of income of unconsolidated limited partnership
due to the elimination of income from the LaGrange Systems of CPLP.
8
<PAGE> 9
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.
-------------------------------------
(Registrant)
By: Cencom Properties II, Inc.,
---------------------------
its general partner
-------------------
Date: April 15, 1999 By: /s/ Ralph G. Kelly
-------------------
Ralph G. Kelly,
Treasurer
Date: April 15, 1999
9
