<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
------------ ------------
Commission file number: 0-17733
CABLE TV FUND 15-A, LTD.
(Exact name of registrant as specified in its charter)
Colorado 84-1091413
(State of Organization) (IRS Employer Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
(Address of principal executive (Registrant's telephone no.
office and Zip Code) including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests
Indicate by check mark whether the registrants, (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:
Yes x No
------------ ------------
Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
----
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE> 2
PART I.
ITEM 1. BUSINESS
THE PARTNERSHIP. Cable TV Fund 15-A, Ltd. (the "Partnership") is a
Colorado limited partnership that was formed pursuant to the public offering of
limited partnership interests in the Cable TV Fund 15 Limited Partnership
Program (the "Program"), which was sponsored by Jones Intercable, Inc. (the
"General Partner"). The Partnership was formed for the purpose of acquiring and
operating cable television systems. The Partnership owns the cable television
systems serving the areas in and around the communities of Barrington, Elgin,
South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills
and certain unincorporated areas of Kane and Lake counties, all in the State of
Illinois (the "Barrington System") and the cable television systems serving the
areas in and around the municipalities of Flossmoor, La Grange, La Grange Park,
Riverside, Indian Head Park, Hazel Crest, Thornton, Lansing, Matteson, Richton
Park, Crete, University Park, Olympia Fields, Western Springs and certain areas
of Cook and Will Counties, all in the State of Illinois (the "South Suburban
System"). See Item 2. The Barrington System and the South Suburban System may
collectively hereinafter be referred to as the "Systems."
CABLE TELEVISION SERVICES. The Systems offer to subscribers various
types of programming, which include basic service, tier service, premium
service, pay-per-view programs and packages including several of these services
at combined rates.
Basic cable television service usually consists of signals of all four
national television networks, various independent and educational television
stations (both VHF and UHF) and certain signals received from satellites. Basic
service also usually includes programs originated locally by the system, which
may consist of music, news, weather reports, stock market and financial
information and live or videotaped programs of a public service or entertainment
nature. FM radio signals are also frequently distributed to subscribers as part
of the basic service.
The Systems offer tier services on an optional basis to its
subscribers. A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN),
Turner Network Television (TNT), Family Channel, Discovery and others, and the
cable television operators buy tier programming from these networks. The Systems
also offer a package that includes the basic service channels and the tier
services.
The Systems also offer premium services to subscribers, which consist
of feature films, sporting events and other special features that are presented
without commercial interruption. The cable television operators buy premium
programming from suppliers such as HBO, Showtime, Cinemax or others at a cost
based on the number of subscribers the cable operator serves. Premium service
programming usually is significantly more expensive than the basic service or
tier service programming, and consequently cable operators price premium service
separately when sold to subscribers.
The Systems also offer to subscribers pay-per-view programming.
Pay-per-view is a service that allows subscribers to receive single programs,
frequently consisting of motion pictures that have recently completed their
theatrical exhibitions and major sporting events, and to pay for such service on
a program-by-program basis.
REVENUES. Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems. At December 31, 1995,
the Systems' monthly basic service rates ranged from $7.99 to $12.86, monthly
basic and tier ("basic plus") service rates ranged from $19.99 to $25.08 and
monthly premium services ranged from $1.00 to $12.95 per premium service. In
addition, the Partnership earns revenues from the Systems' pay-per-view programs
and advertising fees. Related charges may include a nonrecurring installation
fee that ranges from $1.99 to $43.30; however, from time to time the Systems
have followed the common industry practice of reducing or waiving the
installation fee during promotional periods. Commercial subscribers such as
hotels, motels and hospitals are charged a nonrecurring connection fee that
usually covers the cost of installation. Except under the terms of certain
contracts with commercial subscribers and residential apartment
2
<PAGE> 3
and condominium complexes, the subscribers are free to discontinue the service
at any time without penalty. For the year ended December 31, 1995, of the total
fees received by the Systems, basic service and tier service fees accounted for
approximately 62% of total revenues, premium service fees accounted for
approximately 19% of total revenues, pay-per-view fees were approximately 3% of
total revenues, advertising fees were approximately 6% of total revenues and the
remaining 10% of total revenues came principally from equipment rentals,
installation fees and program guide sales. The Partnership is dependent upon the
timely receipt of service fees to provide for maintenance and replacement of
plant and equipment, current operating expenses and other costs of the Systems.
FRANCHISES. The Systems are constructed and operated under
non-exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities. These franchises typically contain many conditions, such as time
limitations on commencement and completion of construction, conditions of
service, including the number of channels, types of programming and the
provision of free service to schools and certain other public institutions, and
the maintenance of insurance and indemnity bonds. The provisions of local
franchises are subject to federal regulation.
The Partnership holds 30 franchises relating to the Systems. These
franchises provide for the payment of fees to the issuing authorities and
generally range from 3% to 5% of the gross revenues of a cable television
system. The 1984 Cable Act prohibits franchising authorities from imposing
annual franchise fees in excess of 5% of gross revenues and also permits the
cable television system operator to seek renegotiation and modification of
franchise requirements if warranted by changed circumstances.
The Partnership has never had a franchise revoked. The Partnership's
franchise expiration dates currently range from March 1996 to May 2010. The
Partnership is currently negotiating the renewal of 7 franchises that will
expire prior to December 31, 1996, and the General Partner has no reason to
believe that such franchises will not be renewed in due course. The General
Partner recently has experienced lengthy negotiations with some franchising
authorities for the granting of franchise renewals. Some of the issues involved
in recent renewal negotiations include rate regulation, customer service
standards, cable plant upgrade or replacement and shorter terms of franchise
agreements.
COMPETITION. Cable television systems currently experience competition
from several sources. A potential source of significant competition is Direct
Broadcast Satellite ("DBS") services that use video compression technology to
increase channel capacity and provide packages of movies, network and other
program services that are competitive with those of cable television systems.
Two companies offering DBS services began operations in 1994, and two other
companies offering DBS service recently began operations. In addition, a joint
venture has won the right to provide a DBS service through a FCC spectrum
auction. Not all subscribers terminate cable television service upon acquiring a
DBS system. The General Partner has observed that a number of DBS subscribers
also elect to subscribe to cable television service in order to obtain the
greatest variety of programming on multiple television sets, including local
video services programming not available through DBS service.
Although neither the Partnership nor the General Partner has yet
encountered competition from a telephone company providing video services as a
cable operator or video dialtone operator, it is anticipated that the cable
television systems owned or managed by the General Partner will face such
competition in the near future. Legislation recently enacted into law will make
it possible for companies with considerable resources to enter the business. For
example, in February 1996, one of the regional Bell operating companies entered
into an agreement to acquire the nation's third largest cable television
company, which has a significant number of cable systems in the Chicago area in
close proximity to the Systems. In addition, several telephone companies have
begun seeking cable television franchises from local governmental authorities as
a consequence of litigation that successfully challenged the constitutionality
of the cable television/telephone company cross-ownership rules. The General
Partner cannot predict at this time when and to what extent telephone companies
will provide cable television service within service areas in competition with
cable television systems owned or managed by the General Partner.
The General Partner is aware of the following imminent competition from
telephone companies:
3
<PAGE> 4
Ameritech, one of the seven regional Bell operating companies, which provides
telephone service in a multi-state region including Illinois, has just obtained
a franchise that will allow it to provide cable television service in
Naperville, Illinois, a community currently served by a cable system owned by
another one of the public limited partnerships managed by the General Partner.
Ameritech has also sought and in the future may seek franchises in areas served
by the Systems. Chesapeake and Potomac Telephone Company of Virginia and Bell
Atlantic Video Service Company, both subsidiaries of Bell Atlantic, another of
the regional Bell operating companies, have announced their intention to build a
cable television system in Alexandria, Virginia in competition with a cable
television system owned by the General Partner. Bell Atlantic is preparing for
the operation of a telecommunications and video business in northern Virginia,
including the Alexandria metropolitan area. The FCC has granted GTE Virginia's
application for authority to construct, operate, own and maintain video dialtone
facilities in northern Virginia, including in the service area of a cable
television system owned by the General Partner. To date, GTE has not begun
construction of a video distribution system. The entry of telephone companies as
direct competitors could adversely affect the profitability and market value of
the General Partner's owned and managed systems.
Additional competition is present from several sources, including the
following: Master Antenna Television and Satellite Master Antenna Television
systems that serve multi-unit dwellings such as condominiums, apartment
complexes, motels, hotels and private residential communities; private cable
television/telephonic companies that have secured exclusive contracts to provide
video and telephony services to multi-unit dwellings and similar complexes; and
multichannel, multipoint distribution service ("MMDS") systems, commonly called
wireless cable which generally focus on providing service to residents of rural
areas. In addition, the FCC has established a new wireless telecommunications
service known as Personal Communications Service ("PCS") that would provide
portable non-vehicular mobile communications services similar to that available
from cellular telephone companies, but at a lower cost. Several cable television
multiple system operators hold or have requested experimental licenses from the
FCC to test PCS technology.
REGULATION AND LEGISLATION. The cable industry is regulated under the
Telecommunications Act of 1996 (the "1996 Act"), the Cable Television Consumer
Protection and Competition Act of 1992 (the "1992 Cable Act") and the Cable
Communications Policy Act of 1984 (the "1984 Cable Act") and the regulations
implementing these statutes. The Federal Communications Commission (the "FCC")
has promulgated regulations covering such areas as the registration of cable
television systems and other communications businesses, carriage of television
broadcast programming, consumer education and lockbox enforcement, origination
cablecasting and sponsorship identification, children's programming, the
regulation of basic cable and cable programming service rates in areas where
cable television systems are not subject to effective competition, signal
leakage and frequency use, technical performance, maintenance of various
records, equal employment opportunity, and antenna structure notification,
marking and lighting. In addition, cable operators periodically are required to
file various informational reports with the FCC. The FCC has the authority to
enforce these regulations through the imposition of substantial fines, the
issuance of cease and desist orders and/or the imposition of administrative
sanctions, such as the revocation of FCC licenses needed to operate certain
transmission facilities often used in connection with cable operations. State or
local franchising authorities, as applicable, also have the right to enforce
various regulations, impose fines or sanctions, issue orders or seek revocation
subject to the limitations imposed upon such franchising authorities by federal,
state and local laws and regulations. Several states have assumed regulatory
jurisdiction of the cable television industry, and it is anticipated that other
states will do so in the future. To the extent the cable television industry
begins providing telephone service, additional state regulations will be applied
to the cable television industry. Cable television operations are subject to
local regulation insofar as systems operate under franchises granted by local
authorities.
The following is a summary of federal laws and regulations materially
affecting the cable television industry, and a description of state and local
laws with which the cable industry must comply.
Telecommunications Act of 1996. The 1996 Act, which became law on
February 28, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original
4
<PAGE> 5
Communications Act of 1934. The 1996 Act is intended, in part, to promote
substantial competition in the telephone local exchange and in the delivery of
video and other services. As a result of the 1996 Act, local telephone companies
(also known as local exchange carriers or "LECs") and other service providers
are permitted to provide video programming, and cable television operators are
permitted entry into the telephone local exchange market. The FCC is required to
conduct rulemaking proceedings over the next several months to implement various
provisions of the 1996 Act.
Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
effective March 31, 1999 and the cable programming service tier of small cable
operators (those that provide service to 50,000 or fewer subscribers) effective
immediately. The 1996 Act also revised the procedures for filing a cable
programming service tier rate complaint and adds a new effective competition
test.
The most far-reaching changes in the communications business will
result from the telephony provisions of the 1996 Act. The statute expressly
preempts any legal barriers to competition in the local telephone business that
previously existed in state and local laws and regulations. Many of these
barriers had been lifted by state actions over the last few years, but the 1996
Act completes the task. The 1996 Act also establishes new requirements for
maintaining and enhancing universal telephone service and new obligations for
telecommunications providers to maintain privacy of customer information. The
1996 Act establishes uniform requirements and standards for entry, competitive
carrier interconnection and unbundling of LEC monopoly services.
The 1996 Act repealed the cable television/telephone cross-ownership
ban adopted in the 1984 Cable Act. The federal cross-ownership ban was
particularly important to the cable industry because telephone companies already
own certain facilities such as poles, ducts and associated rights of way. While
this ban had been overturned by several courts, formal removal of the ban ended
the last legal constraints on telephone company plans to enter the cable market.
Under the 1996 Act, telephone companies in their capacity as common carriers now
may lease capacity to others to provide cable television service. Telephone
companies have the option of providing video service as cable operators or
through "open video systems" ("OVS"), a regulatory regime that may provide more
flexibility than traditional cable service. The 1996 Act exempts OVS operators
from many of the regulatory obligations that currently apply to cable operators,
such as rate regulation and franchise fees, although other requirements are
still applicable. OVS operators, although not subject to franchise fees as
defined by the 1992 Cable Act, are subject to fees charged by local franchising
authorities or other governmental entities in lieu of franchise fees. (Under
certain circumstances, cable operators also will be able to offer service
through open video systems.) In addition, the 1996 Act eliminated the
requirement that telephone companies file Section 214 applications (applications
to provide video dialtone services) with the FCC before providing video service.
This limits the opportunity of cable operators to mount challenges at the FCC
regarding telephone company entry into the video market. The 1996 Act also
contains restrictions on buying out incumbent cable operators in a telephone
company's service area, especially in suburban and urban markets.
Other parts of the 1996 Act also will affect cable operators. Under the
1996 Act, the FCC is required to revise the current pole attachment rate
formula. This revision will result in an increase in the rates paid by entities,
including cable operators, that provide telecommunication services. The rates
will be phased in after a five-year period. (Cable operators that provide only
cable services will be unaffected.) Under the V-chip provisions of the 1996 Act,
cable operators and other video providers are required to pass along any program
rating information that programmers include in video signals. Cable operators
also are subject to new scrambling requirements for sexually explicit
programming, and cable operators that provide Internet access or other online
services are subject to the new indecency limitations for computer services. In
addition, cable operators that provide Internet access or other online services
are subject to the new indecency limitations for computer services, although
these provisions already have been challenged in court, and the courts have
preliminarily enjoined the enforcement of these content-based provisions.
5
<PAGE> 6
Under the 1996 Act, a franchising authority may not require a cable
operator to provide telecommunications services or facilities, other than an
institutional network, as a condition to a grant, renewal or transfer of a cable
franchise, and franchising authorities are preempted from regulating
telecommunications services provided by cable operators and from requiring cable
operators to obtain a franchise to provide such services. The 1996 Act also
repealed the 1992 Cable Act's anti-trafficking provision, which generally
required the holding of cable television systems for three years.
It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Partnership in particular. The FCC shortly will
be undertaking numerous rulemaking proceedings to interpret and implement the
1996 Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on the Partnership.
Cable Television Consumer Protection and Competition Act of 1992. The
1992 Cable Act, which became effective on December 4, 1992, caused significant
changes to the regulatory environment in which the cable television industry
operates. The 1992 Cable Act generally mandated a greater degree of regulation
of the cable television industry. Under the 1992 Cable Act's definition of
effective competition, nearly all cable television systems in the United States,
including those owned and managed by the General Partner, became subject to rate
regulation of basic cable services. In addition, the 1992 Cable Act allowed the
FCC to regulate rates for non-basic service tiers other than premium services in
response to complaints filed by franchising authorities and/or cable
subscribers. In April 1993, the FCC adopted regulations governing rates for
basic and non-basic services. The FCC's rules became effective on September 1,
1993.
In compliance with these rules, the General Partner on behalf of the
Partnership reduced rates charged for certain regulated services in the
Partnership's cable systems effective September 1, 1993. These reductions
resulted in some decrease in Partnership revenues and operating income before
depreciation and amortization; however, the decrease was not as severe as
originally anticipated. The General Partner has undertaken actions to mitigate a
portion of these reductions primarily through (a) new service offerings in some
systems, (b) product re-marketing and re-packaging and (c) marketing efforts
directed at non-subscribers.
On February 22, 1994, however, the FCC adopted several additional rate
orders including an order which revised its earlier-announced regulatory scheme
with respect to rates. The FCC's new regulations generally required rate
reductions, absent a successful cost-of-service showing, of 17 percent of
September 30, 1992 rates, adjusted for inflation, channel modifications,
equipment costs, and increases in programming costs. Further rate reductions for
cable systems whose rates are below the revised benchmark levels, as well as
reductions that would require operators to reduce rates below benchmark levels
in order to achieve a 17 percent rate reduction, were held in abeyance pending
completion of cable system cost studies. The FCC recently requested some of
these "low price" systems to complete cost study questionnaires. After review of
these questionnaires, the FCC could decide to permanently defer any further rate
reductions, or require the additional 7 percent rate roll back for some or all
of these systems. The FCC has also adopted its proposed upgrade methodology by
which operators would be permitted to recover the costs of upgrading their
plant.
After analyzing the effects of the two methods of rate regulation, the
Partnership elected to file cost-of-service showings in the Systems. The General
Partner anticipates no further reduction in revenues or operating income before
depreciation and amortization resulting from the FCC's rate regulations. At this
time, the regulatory authorities have not approved the cost-of-service showings,
and there can be no assurance that the Partnership's cost-of-service showings
will prevent further rate reductions until such final approval is received.
On November 10, 1994, the FCC also announced a revision to its
regulations governing the manner in which cable operators may charge subscribers
for new cable programming services. In addition to the present formula for
calculating the permissible rate for new services, the FCC instituted a
three-year flat fee mark-up plan for charges relating to new channels of cable
programming services. Commencing on January 1, 1995, cable system operators may
charge for new channels of cable programming services added after May 14, 1994
at a rate of up to 20 cents per channel, but may not make adjustments to monthly
rates totaling more than $1.20 plus an additional 30 cents for programming
license fees per subscriber over the first two years of the three-year period
6
<PAGE> 7
for these new services. Operators may charge an additional 20 cents in the third
year only for channels added in that year plus the costs for the programming.
Operators electing to use the 20 cent per channel adjustment may not also take a
7.5 percent mark-up on programming cost increases, which is permitted under the
FCC's current rate regulations. The FCC has requested further comment as to
whether cable operators should continue to receive the 7.5 percent mark-up on
increases in license fees on existing programming services.
The FCC also announced that it will permit operators to offer a "new
product tier" ("NPT"). Operators will be able to price the NPT as they elect so
long as, among other conditions, other channels that are subject to rate
regulation are priced in conformity with applicable regulations and operators do
not remove programming services from existing tiers and offer them on the NPT.
In September 1995, the FCC authorized a new, alternative method of
implementing rate adjustments which will allow cable operators to increase rates
for programming annually on the basis of projected increases in external costs
(inflation, costs for programming, franchise-related obligations and changes in
the number of regulated channels) rather than on the basis of cost increases
incurred in the preceding calendar quarter. Operators that elect not to recover
all of their accrued external costs and inflation pass-throughs each year may
recover them (with interest) in subsequent years.
In December 1995, the FCC adopted final cost-of-service rate
regulations requiring, among other things, cable operators to exclude 34 percent
of system acquisition costs related to intangible and tangible assets used to
provide regulated services. The FCC also reaffirmed the industry-wide 11.25
percent after tax rate of return on an operator's allowable rate base, but
initiated a further rulemaking in which it proposes to use an operator's actual
debt cost and capital structure to determine an operator's cost of capital or
rate of return. After a rate has been set pursuant to a cost-of-service showing,
rate increases for regulated services are indexed for inflation, and operators
are permitted to increase rates in response to increases in costs beyond their
control, such as taxes and increased programming costs.
The United States Court of Appeals for the District of Columbia Circuit
recently upheld the FCC's rate regulations implemented pursuant to the 1992
Cable Act, but ruled that the FCC impermissibly failed to permit cable operators
to adjust rates for certain cost increases incurred during the period between
the date the 1992 Cable Act was passed through the initial date of rate
regulation. The FCC has not yet implemented the court's ruling.
There have been several lawsuits filed by cable operators and
programmers in federal court challenging various aspects of the 1992 Cable Act
including its provisions relating to mandatory broadcast signal carriage,
retransmission consent, access to cable programming, rate regulations,
commercial leased channels and public access channels. On April 8, 1993, a
three-judge federal district court panel issued a decision upholding the
constitutionality of the mandatory signal carriage requirements of the 1992
Cable Act. That decision was appealed directly to the United States Supreme
Court. The United States Supreme Court vacated the lower court decision on June
27, 1994 and remanded the case to the district court for further development of
a factual record. On December 12, 1995, the three-judge federal district court
again upheld the must-carry rules' validity. This decision has been appealed to
the United States Supreme Court.
In 1993, a federal district court upheld provisions of the 1992 Cable
Act concerning rate regulation, retransmission consent, restrictions on
vertically integrated cable television operators and programmers, mandatory
carriage of programming on commercial leased channels and public, educational
and governmental access channels and the exemption for municipalities from civil
damage liability arising out of local regulation of cable services. The 1992
Cable Act's provisions providing for multiple ownership limits for cable
operators and advance notice of free previews for certain programming services
have been found unconstitutional and these decisions have been appealed. The
FCC's regulations relating to the carriage of indecent programming, which were
recently upheld by the United States Court of Appeals for the District of
Columbia, have been appealed to the United States Supreme Court.
7
<PAGE> 8
Franchising. The responsibility for franchising or other authorization
of cable television systems is left to state and local authorities. There are,
however, several provisions in the 1984 Cable Act that govern the terms and
conditions under which cable television systems provide service. These include
uniform standards and policies that are applicable to cable television operators
seeking renewal of a cable television franchise. The procedures established
provide for a formal renewal process should the franchising authority and the
cable television operator decline to use an informal procedure. A franchising
authority unable to make a preliminary determination to renew a franchise is
required to hold a hearing in which the operator has the right to participate.
In the event a determination is made not to renew the franchise at the
conclusion of the hearing, the franchising authority must provide the operator
with a written decision stating the specific reasons for non-renewal. Generally,
the franchising authority can finally decide not to renew a franchise only if it
finds that the cable operator has not substantially complied with the material
terms of the present franchise, has not provided reasonable service in light of
the community's needs, does not have the financial, legal or technical ability
to provide the services being proposed for the future, or has not presented a
reasonable proposal for future service. A final decision of non-renewal by the
franchising authority is appealable in court.
A provision of the 1996 Act preempts franchising authorities from
regulating telecommunications services provided by cable operators and from
requiring cable operators to obtain a franchise to provide such services. A
franchising authority may not require a cable operator to provide
telecommunications services or facilities, other than an institutional network,
as a condition to a grant, renewal or transfer of a cable franchise.
GENERAL. The Partnership's business consists of providing cable
television services to a large number of customers, the loss of any one of which
would have no material effect on the Partnership's business. Each of the Systems
has had some subscribers who later terminated the service. Terminations occur
primarily because people move to another home or to another city. In other
cases, people terminate on a seasonal basis or because they no longer can afford
or are dissatisfied with the service. The amount of past due accounts in the
Systems is not significant. The General Partner's policy with regard to past due
accounts is basically one of disconnecting service before a past due account
becomes material.
The Partnership does not depend to any material extent on the
availability of raw materials; it carries no significant amounts of inventory
and it has no material backlog of customer orders. The Partnership has no
employees because all properties are managed by employees of the General
Partner. The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Partnership's
funds expended for such research and development has never been material.
Compliance with federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Partnership.
ITEM 2. PROPERTIES
The cable television systems owned by the Partnership are described
below:
SYSTEM ACQUISITION DATE
Barrington December 1989
South Suburban September 1990
The following sets forth (i) the monthly basic plus service rates
charged to subscribers and (ii) the number of basic subscribers and pay units
for the Systems. The monthly basic service rates set forth herein represent,
with respect to systems with multiple headends, the basic service rate charged
to the majority of the subscribers within the system. In cable television
systems, basic subscribers can subscribe to more than one pay TV service. Thus,
the total number of pay services subscribed to by basic subscribers are called
pay units. As of
8
<PAGE> 9
December 31, 1995, the Systems operated cable plant passing
approximately 125,000 homes, representing an approximate 63% penetration rate.
Figures for numbers of subscribers and homes passed are compiled from the
General Partner's records and may be subject to adjustments.
<TABLE>
<CAPTION>
At December 31,
------------------------------------------------------
Barrington System 1995 1994 1993
- ----------------- ---- ---- ----
<S> <C> <C> <C>
Monthly basic service rate $ 25.08 $ 23.58 $ 23.58
Basic subscribers 44,085 41,330 37,836
Pay units 37,643 36,333 38,425
</TABLE>
<TABLE>
<CAPTION>
At December 31,
------------------------------------------------------
South Suburban System 1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Monthly basic service rate $ 22.40 $ 20.90 $ 20.96
Basic subscribers 34,741 32,711 29,573
Pay units 30,519 31,082 29,292
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market will
develop in the future. As of February 15, 1996, the number of equity security
holders in the Partnership was 12,339.
9
<PAGE> 10
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------------------
Cable TV Fund 15-A, Ltd. 1995 1994 1993 1992 1991
- ------------------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 34,225,349 $ 31,086,361 $ 30,139,742 $ 27,478,157 $ 24,202,335
Depreciation and Amortization 22,103,416 22,409,936 21,921,234 20,970,611 19,155,463
Operating Loss (11,587,702) (12,760,453) (11,405,328) (11,660,432) (10,560,650)
Net Loss (18,258,258) (17,968,299) (16,147,302) (18,244,077) (16,952,402)
Net Loss per Limited
Partnership Unit (84.79) (83.45) (74.99) (84.73) (78.73)
Weighted Average Number of Limited
Partnership Units Outstanding 213,714 213,174 213,174 213,174 213,174
General Partner's Deficit (1,002,592) (820,009) (640,326) (478,853) (296,412)
Limited Partners' Capital (Deficit) (7,393,088) 10,682,587 28,471,203 44,457,032 62,518,668
Total Assets 77,127,809 92,800,087 108,708,332 124,778,551 138,035,736
Debt 78,818,284 70,287,693 70,694,251 70,674,319 71,447,117
General Partner Advances 4,782,507 10,952,538 8,630,540 7,609,685 392,325
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
CABLE TV FUND 15-A, LTD.
RESULTS OF OPERATIONS
1995 compared to 1994
Revenues of Cable TV Fund 15-A, Ltd. (the "Partnership") increased
$3,138,988, or approximately 10 percent, to $34,225,349 in 1995 from
$31,086,361 in 1994. An increase in the number of basic subscribers combined
with basic service rate increases implemented in the Partnership's systems
primarily accounted for the increase in revenues. The increase in the number
of basic subscribers accounted for approximately 56 percent of the increase in
revenues. At December 31, 1995, the Partnership's systems had 78,826 basic
subscribers compared to 74,041 basic subscribers at December 31, 1994, an
increase of approximately 6 percent. The basic service rate increases
accounted for approximately 40 percent of the increase in revenues. No other
individual factor contributed significantly to the increase in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Partnership's cable television systems. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and consumer marketing expenses.
Operating expenses of the Partnership increased $2,024,989, or
approximately 12 percent, to $19,556,452 in 1995 from $17,531,463 in 1994.
Operating expenses represented approximately 57 percent of revenue in 1995
compared to approximately 56 percent in 1994. Increases in programming fees
and personnel related costs were primarily responsible for the increase in
operating expenses. No other individual factor contributed significantly to
the increase in operating expenses.
Management fees and allocated overhead from the General Partner
increased $247,768, or approximately 6 percent, to $4,153,183 in 1995 from
$3,905,415 in 1994. The increase was due primarily to the increase in
revenues, upon which such fees and allocations are based.
Depreciation and amortization expense decreased $306,520, or
approximately 1 percent, to $22,103,416 in 1995 from $22,409,936 in 1994 due to
the maturation of the Partnership's depreciable asset base.
10
<PAGE> 11
Operating loss decreased $1,172,751, or approximately 9 percent, to
$11,587,702 in 1995 from $12,760,453 in 1994. This decrease was due to the
increase in revenues exceeding the increase in operating expenses and the
decrease in depreciation and amortization expense.
The cable television industry generally measures the financial
performance of a cable television system in terms of cash flow or operating
income before depreciation and amortization. The value of a cable television
system is often determined using multiples of cash flow. This measure is not
intended to be a substitute or improvement upon the items disclosed on the
financial statements, rather it is included because it is an industry standard.
Operating income before depreciation and amortization increased $866,231, or
approximately 9 percent, to $10,515,714 in 1995 from $9,649,483 in 1994, due to
the increase in revenues exceeding the increases in operating expenses and
management fees and allocated overhead from the General Partner.
Interest expense increased $1,674,189, or approximately 34 percent, to
$6,627,499 in 1995 from $4,953,310 in 1994, due to higher outstanding balances
on interest bearing obligations during 1995.
Net loss increased $289,959, or approximately 2 percent, to
$18,258,258 in 1995 from $17,968,299 in 1994. Such losses were the result of
the factors discussed above and are expected to continue in the future.
1994 compared to 1993
Revenues of the Partnership increased $946,619, or approximately 3
percent, to $31,086,361 in 1994 from $30,139,742 in 1993. Increases in
advertising sales and basic subscribers primarily accounted for the increase in
revenues. At December 31, 1994, the Partnership's systems had 74,041 basic
subscribers compared to 66,575 basic subscribers at December 31, 1993, an
increase of approximately 11 percent. The increase in revenues would have been
greater except for the decrease in basic rates due to basic rate regulations
issued by the FCC in April 1993 with which the Partnership complied effective
September 1993. No other individual factor contributed significantly to the
increase in revenues.
Operating expenses of the Partnership increased $1,689,311, or
approximately 11 percent, to $17,531,463 in 1994 from $15,842,152 in 1993.
Operating expenses represented approximately 56 percent in 1994 compared to
approximately 53 percent of revenue in 1993. Increases in programming fees and
personnel related costs were primarily responsible for the increase in
operating expenses. No other individual factor contributed significantly to
the increase in operating expenses.
Management fees and allocated overhead from the General Partner
increased $123,731, or approximately 3 percent, to $3,905,415 in 1994 from
$3,781,684 in 1993. The increase was due to the increase in revenues, upon
which such fees and allocations are based, and increases in allocated expenses
from the General Partner. The General Partner experienced increases in
expenses in 1994.
Depreciation and amortization expense increased $488,702, or
approximately 2 percent, to $22,409,936 in 1994 from $21,921,234 in 1993 due to
capital additions during 1994.
Operating loss increased $1,355,125, or approximately 12 percent, to
$12,760,453 in 1994 from $11,405,328 in 1993. This increase was due to the
increases in operating expenses, management fees and allocated overhead from
the General Partner and depreciation and amortization expense exceeding the
increase in revenues.
Operating income before depreciation and amortization decreased
$866,423, or approximately 8 percent, to $9,649,483 in 1994 from $10,515,906 in
1993, due to the increases in operating expenses, management fees and allocated
overhead from the General Partner exceeding the increase in revenues.
Interest expense increased $486,409, or approximately 11 percent, to
$4,953,310 in 1994 from $4,466,901 in 1993, due to higher effective interest
rates on interest bearing obligations.
Net loss increased $1,820,997, or approximately 11 percent, to
$17,968,299 in 1994 from $16,147,302 in 1993. Such losses were the result of
the factors discussed above.
11
<PAGE> 12
FINANCIAL CONDITION
For the year ended December 31, 1995, the Partnership generated net
cash from operating activities totaling approximately $3,763,000, which was
available to fund capital expenditures and non-operating costs. Capital
expenditures totaled approximately $6,091,000 during 1995. Approximately 43
percent of these expenditures were for service drops to homes. New plant
construction accounted for approximately 23 percent and approximately 5 percent
related to the rebuild and upgrade of portions of the Partnership's systems.
The remaining expenditures were for various enhancements in the Partnership's
systems. Funding for these expenditures was provided by cash generated from
operations and borrowings from the Partnership's revolving credit facility.
Budgeted capital expenditures for 1996 are approximately $6,482,000.
Approximately 41 percent of the capital expenditures will be for service drops
to homes. Approximately 21 percent will be for new plant construction.
Approximately 10 percent of these capital expenditures will be to continue the
rebuild and upgrade of portions of the Partnership's systems. The remainder of
the anticipated expenditures are for various enhancements in the Partnership's
systems. Funding for these expenditures is expected to be provided by cash
generated from operations and borrowings available under the Partnership's
revolving credit facility.
In November 1994, the Partnership entered into a revolving credit
facility that provided for a maximum of $80,000,000 in available borrowings.
At December 31, 1995, $78,500,000 was outstanding, leaving $1,500,000 of
available borrowings, subject to certain financial covenants. On March 28,
1996, the Partnership amended its revolving credit facility to provide for a
maximum of $90,000,000 in available borrowings and amended the revolving credit
period such that it now expires September 30, 1997. Also, on March 29, 1996,
the Partnership borrowed $5,000,000 to repay substantially all advances then
outstanding to the General Partner. At such date, $83,500,000 was outstanding,
leaving $6,500,000 of available borrowings, subject to certain financial
covenants. Additional borrowings will be used to provide funding for capital
expenditures. The effective interest rates on outstanding obligations as of
December 31, 1995 and 1994 were 7.40 percent and 7.46 percent, respectively.
Prior to the Partnership entering into the revolving credit facility
in November 1994, the General Partner had advanced funds to the Partnership to
fund the Partnership's capital expenditures and principal payments due on a term
loan. Advances outstanding at December 31, 1995 totaled $4,782,507, which was
a decrease of $6,170,031 since December 31, 1994. The decrease during 1995 was
due to the Partnership repaying a portion of the advances with borrowings from
the Partnership's revolving credit facility during 1995. As discussed above,
the remainder of the advances were repaid in March 1996 with borrowings
available under the amended credit facility. Interest on such advances was
calculated at the General Partner's weighted average cost of borrowing.
The Partnership has sufficient sources of capital in the form of
borrowings available under the amended credit facility and cash generated from
operations to meet its presently anticipated liquidity and capital needs.
REGULATION AND LEGISLATION
The Partnership has filed cost-of-service showings in response
to rulemakings concerning the 1992 Cable Act for the Barrington System and the
South Suburban System and thus anticipates no further reductions in rates in
these systems. The cost-of-service showings have not yet received final
approvals from regulatory authorities, however, and there can be no assurance
that the Partnership's cost-of-service showings will prevent further rate
reductions in these systems until such final approvals are received.
The Telecommunications Act of 1996 (the "1996 Act"), which became law
on February 8, 1996, substantially revised the Communications Act of 1934, as
amended, including the 1984 Cable Act and the 1992 Cable Act, and has been
described as one of the most significant changes in communications regulation
since the original Communications Act of 1934. The 1996 Act is intended, in
part, to promote substantial competition in the telephone local exchange and in
the delivery of video and other services. As a result of the 1996 Act, local
telephone companies (also known as local exchange carriers or "LECs") and other
service providers are permitted to provide video programming, and cable
television operators are permitted entry into the telephone local exchange
market. The FCC is required to conduct rulemaking proceedings over the next
several months to implement various provisions of the 1996 Act.
Among other provisions, the 1996 Act modified the 1992 Cable Act by
deregulating the cable programming service tier of large cable operators
including the Partnership effective March 31, 1999 and the cable programming
service tier of "small" cable operators in systems providing service to 50,000
or fewer subscribers effective immediately. The
12
<PAGE> 13
1996 Act also revised the procedures for filing cable programming service tier
rate complaints and adds a new effective competition test.
It is premature to predict the specific effects of the 1996 Act on the
cable industry in general or the Partnership in particular. The FCC will be
undertaking numerous rulemaking proceedings to interpret and implement the 1996
Act. It is not possible at this time to predict the outcome of those
proceedings or their effect on the Partnership. See Item 1.
13
<PAGE> 14
Item 8. Financial Statements
CABLE TV FUND 15-A, LTD.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 AND 1994
INDEX
<TABLE>
<CAPTION>
Page
--------
<S> <C>
Report of Independent Public Accountants 15
Balance Sheets 16
Statements of Operations 18
Statements of Partners' Capital (Deficit) 19
Statements of Cash Flows 20
Notes to Financial Statements 21
</TABLE>
14
<PAGE> 15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Cable TV Fund 15-A, Ltd.:
We have audited the accompanying balance sheets of CABLE TV FUND 15-A,
LTD. (a Colorado limited partnership) as of December 31, 1995 and 1994, and the
related statements of operations, partners' capital (deficit) and cash flows
for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the General Partner's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cable TV Fund 15-A,
Ltd. as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Denver, Colorado,
April 1, 1996.
15
<PAGE> 16
CABLE TV FUND 15-A, LTD.
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
----------------------------------------
ASSETS 1995 1994
------ ---------------- ---------------
<S> <C> <C>
CASH $ 58,719 $ 26,010
TRADE RECEIVABLES, less allowance for
doubtful receivables of $132,431 and $110,979
at December 31, 1995 and 1994, respectively 965,495 618,743
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 74,582,334 68,491,779
Less- accumulated depreciation (32,507,403) (25,879,360)
-------------- --------------
42,074,931 42,612,419
Franchise costs, net of accumulated amortization
of $74,059,406 and $61,022,656 at December 31, 1995
and 1994, respectively 21,437,980 34,474,730
Subscriber lists, net of accumulated amortization
of $11,390,433 and $9,332,644 at December 31, 1995
and 1994, respectively 1,886,229 3,944,018
Costs in excess of interests in net assets purchased,
net of accumulated amortization of $1,581,107 and $1,305,270
at December 31, 1995 and 1994, respectively 9,457,817 9,733,654
-------------- --------------
Total investment in cable
television properties 74,856,957 90,764,821
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 1,246,638 1,390,513
-------------- --------------
Total assets $ 77,127,809 $ 92,800,087
============== ==============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
16
<PAGE> 17
CABLE TV FUND 15-A, LTD.
(A Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
-----------------------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1995 1994
------------------------------------------- ---------------- ----------------
<S> <C> <C>
LIABILITIES:
Debt $ 78,818,284 $ 70,287,693
Accounts payable -
Trade 12,037 149,934
General Partner 4,782,507 10,952,538
Accrued liabilities 1,813,670 1,399,978
Subscriber prepayments 96,991 147,366
---------------- ----------------
Total liabilities 85,523,489 82,937,509
---------------- ----------------
COMMITMENTS AND CONTINGENCIES (Note 7)
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Accumulated deficit (1,003,592) (821,009)
---------------- -----------------
(1,002,592) (820,009)
---------------- -----------------
Limited Partners-
Net contributed capital
(213,174 units outstanding at
December 31, 1995 and 1994) 90,575,991 90,575,991
Accumulated deficit (97,969,079) (79,893,404)
---------------- -----------------
(7,393,088) 10,682,587
---------------- -----------------
Total liabilities and
partners' capital (deficit) $ 77,127,809 $ 92,800,087
================ =================
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
17
<PAGE> 18
CABLE TV FUND 15-A, LTD.
(A Limited Partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------------------
1995 1994 1993
---------------- ---------------- ----------------
<S> <C> <C> <C>
REVENUES $ 34,225,349 $ 31,086,361 $ 30,139,742
COSTS AND EXPENSES:
Operating expenses 19,556,452 17,531,463 15,842,152
Management fees and allocated
overhead from General Partner 4,153,183 3,905,415 3,781,684
Depreciation and amortization 22,103,416 22,409,936 21,921,234
------------ ------------ ------------
OPERATING LOSS (11,587,702) (12,760,453) (11,405,328)
------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (6,627,499) (4,953,310) (4,466,901)
Other, net (43,057) (254,536) (275,073)
------------ ------------ ------------
Total other income (expense) (6,670,556) (5,207,846) (4,741,974)
------------ ------------ ------------
NET LOSS $ (18,258,258) $ (17,968,299) $ (16,147,302)
============ ============ ============
ALLOCATION OF NET LOSS:
General Partner $ (182,583) $ (179,683) $ (161,473)
============ ============ ============
Limited Partners $ (18,075,675) $ (17,788,616) $ (15,985,829)
============ ============ ============
NET LOSS PER LIMITED PARTNERSHIP UNIT $ (84.79) $ (83.45) $ (74.99)
============= ============= =============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 213,174 213,174 213,174
============= ============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
18
<PAGE> 19
CABLE TV FUND 15-A, LTD.
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
For the Year Ended December 31,
---------------------------------------------------------
1995 1994 1993
-------------- -------------- --------------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ (820,009) $ (640,326) $ (478,853)
Net loss for year (182,583) (179,683) (161,473)
------------ ------------- -------------
Balance, end of year $ (1,002,592) $ (820,009) $ (640,326)
============ ============= =============
LIMITED PARTNERS:
Balance, beginning of year $ 10,682,587 $ 28,471,203 $ 44,457,032
Net loss for year (18,075,675) (17,788,616) (15,985,829)
------------ ------------- -------------
Balance, end of year $ (7,393,088) $ 10,682,587 $ 28,471,203
============ ============= =============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
19
<PAGE> 20
CABLE TV FUND 15-A, LTD.
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Year Ended December 31,
--------------------------------------------------------
1995 1994 1993
------------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(18,258,258) $(17,968,299) $(16,147,302)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation and amortization 22,103,416 22,409,936 21,921,234
Amortization of interest rate protection contract 75,378 - -
Decrease (increase) in trade receivables (346,752) (164,385) 37,204
Decrease (increase) in deposits, prepaid expenses
and deferred charges 114,250 (289,674) 224,641
Increase (decrease) in trade accounts
payable, accrued liabilities and
subscriber prepayments 225,420 144,614 (963,704)
------------ ------------ ------------
Net cash provided by operating activities 3,913,454 4,132,192 5,072,073
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (6,090,555) (6,188,536) (6,124,076)
------------ ------------ ------------
Net cash used in investing activities (6,090,555) (6,188,536) (6,124,076)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 8,696,192 70,224,678 158,652
Repayment of debt (165,601) (70,631,236) (138,720)
Purchase of interest rate protection contract (150,750) - -
Increase (decrease) in advances from
General Partner (6,170,031) 2,321,998 1,020,855
------------ ------------ ------------
Net cash provided by financing activities 2,209,810 1,915,440 1,040,787
------------ ------------ ------------
Increase (decrease) in cash 32,709 (140,904) (11,216)
Cash, beginning of year 26,010 166,914 178,130
------------ ------------ ------------
Cash, end of year $ 58,719 $ 26,010 $ 166,914
============ ============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 6,318,316 $ 4,880,346 $ 5,142,792
============ ============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
20
<PAGE> 21
CABLE TV FUND 15-A, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Cable TV Fund 15-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 9, 1989, under a public program sponsored
by Jones Intercable, Inc. ("Intercable"). The Partnership was formed to
acquire, construct, develop and operate cable television systems. Intercable,
a publicly held Colorado corporation, is the "General Partner" and manager of
the Partnership. Intercable and its subsidiaries also own and operate cable
television systems. In addition, Intercable manages cable television systems
for other limited partnerships for which it is the general partner and, also,
for affiliated entities.
Contributed Capital, Commissions and Syndication Costs
The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.
Intercable purchased its interest in the Partnership by contributing
$1,000 to partnership capital.
All profits and losses of the Partnership are allocated 99 percent to
the limited partners and 1 percent to Intercable, except for income or gain
from the sale or disposition of cable television properties, which will be
allocated to the partners based upon the formula set forth in the Partnership's
partnership agreement, and interest income earned prior to the first
acquisition by the Partnership of a cable television system, which was
allocated 100 percent to the limited partners.
Partnership Acquisitions
The Partnership owns the cable television systems serving the
communities of Barrington, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake
Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Kane and
Lake counties, all in the State of Illinois (the "Barrington System") and the
cable television systems serving the communities of Flossmoor, LaGrange,
LaGrange Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing,
Matteson, Richton Park, University Park, Crete, Olympia Fields and Western
Springs, all in the State of Illinois (the "South Suburban System").
The Partnership allocated the total contract purchase price of the
cable television systems acquired as follows: first, to the fair value of net
tangible assets acquired; second, to the value of subscriber lists; third, to
franchise costs; and fourth, to costs in excess of interests in net assets
purchased. System acquisition costs were allocated to intangible assets based
upon the relative value of these assets at acquisition.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Records
The accompanying financial statements have been prepared on the
accrual basis of accounting in accordance with generally accepted accounting
principles. The Partnership's tax returns are also prepared on the accrual
basis.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
21
<PAGE> 22
Property, Plant and Equipment
Depreciation of property, plant and equipment is provided primarily
using the straight-line method over the following estimated service lives:
<TABLE>
<S> <C>
Cable distribution systems 5 - 15 years
Equipment and tools 3 - 5 years
Office furniture and equipment 5 years
Buildings 10 - 20 years
Vehicles 3 years
</TABLE>
Replacements, renewals and improvements are capitalized and
maintenance and repairs are charged to expense as incurred.
Intangible Assets
Costs assigned to franchises and subscriber lists are being amortized
using the straight-line method over the following remaining estimated useful
lives:
<TABLE>
<S> <C>
Franchise costs 1 - 5 years
Subscriber lists 1 - 5 years
Costs in excess of interests in net
assets purchased 35 years
</TABLE>
Revenue Recognition
Subscriber prepayments are initially deferred and recognized as
revenue when earned.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
Management Fees, Distribution Ratios and Reimbursements
Intercable manages the Partnership and receives a fee for its services
equal to 5 percent of the gross revenues of the Partnership, excluding revenues
from the sale of cable television systems or franchises. Management fees paid
to Intercable by the Partnership for the years ended December 31, 1995, 1994
and 1993 were $1,711,267, $1,554,318 and $1,506,987, respectively.
Any Partnership distributions made from cash flows (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners
and 1 percent to Intercable. Any distributions other than interest income on
limited partner subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows: first, to the limited partners in an amount which, together
with all prior distributions, will equal the amount initially contributed to
the Partnership capital by the limited partners and Intercable; second, to the
limited partners which, together with all prior distributions, will equal a 6
percent per annum cumulative and noncompounded return on the capital
contributions of the limited partners; the balance, 75 percent to the limited
partners and 25 percent to Intercable.
The Partnership reimburses Intercable for certain allocated overhead
and administrative expenses. These expenses include salaries and benefits paid
for corporate personnel, rent, data processing services and other corporate
facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership. Allocations of personnel costs are based primarily on actual time
spent by employees of Intercable with respect to each partnership managed.
Remaining expenses are allocated based on the pro rata relationship of the
Partnership's revenues to the total revenues of all systems owned or managed by
Intercable and certain of its subsidiaries. Systems owned by Intercable and
all other systems owned by partnerships for which Intercable is the general
partner are also allocated a proportionate share of these expenses. Intercable
believes that the methodology used in allocating
22
<PAGE> 23
overhead and administrative expenses is reasonable. Reimbursements by the
Partnership to Intercable for allocated overhead and administrative expenses
for the years ended December 31, 1995, 1994 and 1993 were $2,441,916,
$2,351,097 and $2,274,697, respectively.
The Partnership was charged interest during 1995 at an average
interest rate of 10.51 percent on the amounts due Intercable, which
approximated Intercable's weighted average cost of borrowing. Total interest
charged to the Partnership by Intercable for the years ended December 31, 1995,
1994 and 1993 was $724,127, $898,722 and $897,332, respectively.
Payments to/from Affiliates for Programming Services
The Partnership receives programming from Superaudio, Mind Extension
University, Jones Computer Network and Product Information Network, all of
which are affiliates of Intercable.
Payments to Superaudio totaled $11,303, $11,268 and $11,013 in 1995,
1994 and 1993, respectively. Payments to Mind Extension University totaled
$46,522, $38,866 and $24,193 in 1995, 1994 and 1993, respectively. Payments to
Jones Computer Network, which initiated service in 1994, totaled $54,725 and
$13,084 in 1995 and 1994, respectively.
The Partnership receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers.
Product Information Network, which initiated service in 1994, paid commissions
to the Partnership totaling $26,854 and $1,472 in 1995 and 1994, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1995 and 1994,
consisted of the following:
<TABLE>
<CAPTION>
December 31,
---------------------------------------
1995 1994
-------------- --------------
<S> <C> <C>
Cable distribution systems $ 69,900,792 $ 64,190,774
Equipment and tools 2,344,523 2,164,664
Office furniture and equipment 562,802 522,263
Buildings 638,343 630,231
Vehicles 957,874 805,847
Land 178,000 178,000
------------- -------------
74,582,334 68,491,779
Less: accumulated depreciation (32,507,403) (25,879,360)
------------- -------------
$ 42,074,931 $ 42,612,419
============= =============
</TABLE>
(5) DEBT
<TABLE>
<CAPTION>
December 31,
Debt consists of the following: ----------------------------------------
1995 1994
---------------- -------------
<S> <C> <C>
Lending institutions-
Revolving credit and term loan $ 78,500,000 $ 70,000,000
Capital lease obligations 318,284 287,693
--------------- --------------
$ 78,818,284 $ 70,287,693
=============== ==============
</TABLE>
In November 1994, the Partnership entered into a revolving credit
facility that provided for a maximum of $80,000,000 in available borrowings.
At December 31, 1995, $78,500,000 was outstanding, leaving $1,500,000 of
available borrowings, subject to certain financial covenants. On March 28,
1996, the Partnership amended its revolving credit facility to provide for a
maximum of $90,000,000 in available borrowings and amended the revolving
credit period such that it now expires September 30, 1997. Also, on March 29,
1996, the Partnership borrowed $5,000,000
23
<PAGE> 24
to repay substantially all advances then outstanding to the General Partner.
At such date, $83,500,000 was outstanding, leaving $6,500,000 of available
borrowings, subject to certain financial covenants. Additional borrowings
will be used to provide funding for capital expenditures. The effective
interest rates on outstanding obligations as of December 31, 1995 and 1994
were 7.40 percent and 7.46 percent, respectively.
During January 1995, the Partnership entered into interest rate cap
agreements covering outstanding debt obligations totaling $35,000,000. The
Partnership paid fees totaling $150,750. The agreements protect the
Partnership from interest rates that exceed 9 percent for the two year period
ending January 24, 1997. The fees are being charged to interest expense over
the life of these agreements using the straight-line method.
At December 31, 1995, the carrying amount of the Partnership's
long-term debt did not differ significantly from the estimated fair value of
the financial instruments. The fair value of the Partnership's long-term debt
is estimated based on the discounted amount of future cash flows using the
Partnership's current incremental rate of borrowing for a similar liability as
well as on other factors.
Installments due on debt principal for each of the five years in the
period ending December 31, 2000 and thereafter, respectively, are: $95,485,
$3,235,485, $5,590,485, $7,881,829, $10,205,000 and $51,810,000. At December
31, 1995, substantially all of the Partnership's property, plant and equipment
secured the above indebtedness.
(6) INCOME TAXES
Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Partnership are prepared and filed by Intercable.
The Partnership's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable Partnership income or
loss are subject to examination by federal and state taxing authorities. If
such examinations result in changes with respect to the Partnership's
qualification as such, or in changes with respect to the Partnership's recorded
income or loss, the tax liability of the general and limited partners would
likely be changed accordingly.
Taxable income (loss) reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
recognized under generally accepted accounting principles and the expense
allowed for tax purposes under the Modified Accelerated Cost Recovery System
(MACRS). There are no other significant differences between taxable income
(loss) and the net income (loss) reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES
Office and other facilities are rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $120,120,
$125,648 and $130,712, respectively, for the years ended December 31, 1995,
1994 and 1993. Minimum commitments under operating leases for each of the five
years in the period ending December 31, 2000 and thereafter are as follows:
<TABLE>
<S> <C>
1996 $ 52,844
1997 36,717
1998 22,262
1999 12,076
2000 4,800
Thereafter 13,200
-------
$141,899
=======
</TABLE>
24
<PAGE> 25
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information is presented below:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------
1995 1994 1993
---------------- ---------------- ----------------
<S> <C> <C> <C>
Maintenance and repairs $ 193,886 $ 190,432 $ 200,391
================ ================ ================
Taxes, other than income and
payroll taxes $ 64,056 $ 96,020 $ 106,332
================ ================ ================
Advertising $ 782,532 $ 700,024 $ 747,069
================ ================ ================
Depreciation of property,
plant and equipment $ 6,671,817 $ 7,039,561 $ 6,550,859
================ ================ ================
Amortization of intangible assets $ 15,431,599 $ 15,370,375 $ 15,370,375
================ ================ ================
</TABLE>
25
<PAGE> 26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the General
Partner is set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>
Glenn R. Jones 66 Chairman of the Board and Chief Executive Officer
Derek H. Burney 56 Vice Chairman of the Board
James B. O'Brien 46 President, Chief Operating Officer and Director
Ruth E. Warren 46 Group Vice President/Operations
Kevin P. Coyle 44 Group Vice President/Finance
Christopher J. Bowick 40 Group Vice President/Technology
George H. Newton 61 Group Vice President/Telecommunications
Timothy J. Burke 45 Group Vice President/Taxation/Administration
Raymond L. Vigil 49 Group Vice President/Human Resources and Director
Cynthia A. Winning 44 Group Vice President/Marketing
Elizabeth M. Steele 44 Vice President/General Counsel/Secretary
Larry W. Kaschinske 36 Controller
Robert E. Cole 63 Director
William E. Frenzel 67 Director
Donald L. Jacobs 57 Director
James J. Krejci 54 Director
John A. MacDonald 42 Director
Raphael M. Solot 62 Director
Daniel E. Somers 48 Director
Howard O. Thrall 48 Director
Robert B. Zoellick 42 Director
</TABLE>
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its formation in 1970, and
he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business in
various capacities since 1961, is a past and present member of the Board of
Directors and the Executive Committee of the National Cable Television
Association. He also is on the Executive Committee of Cable in the Classroom, an
organization dedicated to education via cable. Additionally, in March 1991, Mr.
Jones was appointed to the Board of Governors for the American Society for
Training and Development, and in November 1992 to the Board of Education Council
of the National Alliance of Business. Mr. Jones is also a founding member of the
James Madison Council of the Library of Congress. Mr. Jones is a past director
and member of the Executive Committee of C-Span. Mr. Jones has been the
recipient of several awards including the Grand Tam Award in 1989, the highest
award from the Cable Television Administration and Marketing Society; the
Chairman's Award from the Investment Partnership Association, which is an
association of sponsors of public syndications; the cable television industry's
Public Affairs Association President's Award in 1990, the Donald G. McGannon
award for the advancement of minorities and women in cable; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Women in Cable
Accolade in 1990 in recognition of support of this organization; the Most
Outstanding Corporate Individual Achievement award from the International
Distance Learning Conference; the Golden Plate Award from the American Academy
of Achievement for his advances in distance education; the Man of the Year named
26
<PAGE> 27
by the Denver chapter of the Achievement Rewards for College Scientists; and in
1994 Mr. Jones was inducted into Broadcasting and Cable's Hall of Fame.
Mr. Derek H. Burney was appointed a Director of the General Partner on
December 20, 1994 and Vice Chairman of the Board of Directors on January 31,
1995. Mr. Burney joined BCE Inc., Canada's largest telecommunications company,
in January 1993 as Executive Vice President, International. He has been the
Chairman of Bell Canada International Inc., a subsidiary of BCE, since January
1993 and, in addition, has been Chief Executive Officer of BCI since July 1993.
Prior to joining BCE, Mr. Burney served as Canada's ambassador to the United
States from 1989 to 1992. Mr. Burney also served as chief of staff to the Prime
Minister of Canada from March 1987 to January 1989 where he was directly
involved with the negotiation of the U.S. - Canada Free Trade Agreement. In July
1993, he was named an Officer of the Order of Canada. Mr. Burney is chairman of
Bell Cablemedia plc. He is a director of Mercury Communications Limited,
Videotron Holdings plc, Tele-Direct (Publications) Inc., Teleglobe Inc., Bimcor
Inc., Maritime Telegraph and Telephone Company, Limited, Moore Corporation
Limited and Northbridge Programming Inc.
Mr. James B. O'Brien, the General Partner's President, joined the
General Partner in January 1982. Prior to being elected President and a Director
of the General Partner in December 1989, Mr. O'Brien served as a Division
Manager, Director of Operations Planning/Assistant to the CEO, Fund Vice
President and Group Vice President/Operations. Mr. O'Brien was appointed to the
General Partner's Executive Committee in August 1993. As President, he is
responsible for the day-to-day operations of the cable television systems
managed and owned by the General Partner. Mr. O'Brien is a board member of Cable
Labs, Inc., the research arm of the U.S. cable television industry. He also
serves as a director of the Cable Television Administration and Marketing
Association and as a director of the Walter Kaitz Foundation, a foundation that
places people of ethnic minority groups in positions with cable television
systems, networks and vendor companies.
Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system manager and Fund Vice
President, since then. Ms. Warren was elected Group Vice President/Operations of
the General Partner in September 1990.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner in
August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.
Mr. Christopher J. Bowick joined the General Partner in September 1991
as Group Vice President/Technology and Chief Technical Officer. Previous to
joining the General Partner, Mr. Bowick worked for Scientific Atlanta's
Transmission Systems Business Division in various technical management
capacities since 1981, and as Vice President of Engineering since 1989.
Mr. George H. Newton joined the General Partner in January 1996 as
Group Vice President/Telecommunications. Prior to joining the General Partner,
Mr. Newton was President of his own consulting business, Clear Solutions, and
since 1994 Mr. Newton has served as a Senior Advisor to Bell Canada
International. From 1990 to 1993, Mr. Newton served as the founding Chief
Executive Officer and Managing Director of Clear Communications, New Zealand,
where he established an alternative telephone company in New Zealand. From 1964
to 1990, Mr. Newton held a wide variety of operational and business assignments
with Bell Canada International.
Mr. Timothy J. Burke joined the General Partner in August 1982 as
corporate tax manager, was elected Vice President/Taxation in November 1986 and
Group Vice President/Taxation/Administration in October 1990.
Mr. Raymond L. Vigil joined the General Partner in June 1993 as Group
Vice President/Human Resources. Previous to joining the General Partner, Mr.
Vigil served as Executive Director of Learning with USWest. Prior to USWest, Mr.
Vigil worked in various human resources posts over a 14-year term with the IBM
Corporation.
27
<PAGE> 28
Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994, Ms.
Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains. From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable. Ms.
Winning also serves as a board member of Cities in Schools, a dropout
intervention/prevention program.
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as
Vice President/General Counsel and Secretary. From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990 and named Controller in August 1994.
Mr. Robert E. Cole was appointed a Director of the General Partner in
March 1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar Life
Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of PMI
Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and
co-founder of a specialty investment banking firm that provided services to
finance the ownership and growth of emerging companies, productive assets and
real property. Mr. Cole is a Certified Financial Planner and a former United
States Naval Aviator.
Mr. William E. Frenzel was appointed a Director of the General Partner
on April 11, 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the
Brookings Institution, a research organization located in Washington D. C. Until
his retirement in January 1991, Mr. Frenzel served for twenty years in the
United States House of Representatives, representing the State of Minnesota,
where he was a member of the House Ways and Means Committee and its Trade
Subcommittee, the Congressional Representative to the General Agreement on
Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget
Committee and a member of the National Economic Commission. Mr. Frenzel also
served in the Minnesota Legislature for eight years. He is a Distinguished
Fellow of the Tax Foundation, Vice Chairman of the Eurasia Foundation, a Board
Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds
and Chairman of the Japan-America Society of Washington.
Mr. Donald L. Jacobs was appointed a Director of the General Partner on
April 11, 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW. During
his career, Mr. Jacobs served on several corporate, professional and civic
boards.
Mr. James J. Krejci was President of the International Division of
International Gaming Technology, International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and was Group Vice President of the
General Partner. He also served as an officer of Jones Futurex, Inc., a
subsidiary of the General Partner engaged in manufacturing and marketing data
encryption devices, Jones Interactive, Inc., a subsidiary of Jones
International, Ltd. providing computer data and billing processing facilities
and Jones Lightwave, Ltd., a company owned by Jones International, Ltd. and Mr.
Jones, and several of its subsidiaries engaged in the provision of
telecommunications services until leaving the General Partner in May 1994. Mr.
Krejci has been a Director of the General Partner since August 1987.
28
<PAGE> 29
Mr. John A. MacDonald was appointed a Director of the General Partner
on November 8, 1995. Mr. MacDonald is Executive Vice President of Business
Development and Chief Technology Officer of Bell Canada International Inc. Prior
to joining Bell Canada in November 1994, Mr. MacDonald was President and Chief
Executive Officer of The New Brunswick Telephone Company, Limited, a post he had
held since March of that year. Prior to March 1994, Mr. MacDonald was with NBTel
for 17 years serving in various capacities, including Market Planning Manager,
Corporate Planning Manager, Manager of Systems Planning and Development and
General Manager, Chief Engineer and General Manager of Engineering and
Information Systems and Vice President of Planning. Mr. MacDonald was the former
Chairman of the New Brunswick section of the Institute of Electrical and
Electronic Engineers and also served on the Federal Government's Information
Highway Advisory Council. Mr. MacDonald is Chairman of MediaLinx Interactive
Inc. and Stentor Canadian Network Management and is presently a Governor of the
Montreal Exchange. He also serves on the Board of Directors of Tele-Direct
(Publications) Inc., Bell-Northern Research, Ltd., SRCI, Bell Sygma, Canarie
Inc., and is a member of the University of New Brunswick Venture Campaign
Cabinet.
Mr. Raphael M. Solot was appointed a Director of the General Partner in
March 1996. Mr. Solot is an attorney licensed to practice law in the State of
Colorado. Mr. Solot has practiced law in the State of Colorado as a sole
practitioner since obtaining his Juris Doctor degree from the University of
Colorado in 1964.
Mr. Daniel E. Somers was initially appointed a Director of the General
Partner on December 20, 1994. Mr. Somers resigned as a Director on December 31,
1995, at the time he was elected Chief Executive Officer of Bell Cablemedia. Mr.
Somers was reinstated as a Director of the General Partner on February 2, 1996.
From January 1992 to January 1995, Mr. Somers worked as senior Vice President
and Chief Financial Officer of Bell Canada International Inc. and was appointed
Executive Vice President and Chief Financial Officer on February 1, 1995. He is
also a Director of certain of its affiliates. Mr. Somers currently serves as
Chief Executive Officer of Bell Cablemedia. Prior to joining Bell Canada
International Inc. and since January 1989, Mr. Somers was the President and
Chief Executive Officer of Radio Atlantic Holdings Limited. Mr. Somers is a
member of the North American Society of Corporate Planning, the Financial
Executives Institution and the Financial Analysts Federation.
Mr. Howard O. Thrall was appointed a Director of the General Partner on
March 6, 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Since September 1993, Mr. Thrall
has served as Vice President of Sales, Asian Region, for World Airways, Inc.
From 1984 until August 1993, Mr. Thrall was with the McDonnell Douglas
Corporation, where he concluded as a Regional Vice President, Commercial
Marketing with the Douglas Aircraft Company subsidiary. Mr. Thrall is also a
management and international marketing consultant, having completed assignments
with First National Net, Inc., Cheong Kang Associated (Korea), Aero Investment
Alliance, Inc. and Western Real Estate Partners.
Mr. Robert B. Zoellick was appointed a Director of the General Partner
on April 11, 1995. Mr. Zoellick is Executive Vice President, General Counsel and
Corporate Secretary of Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President. From May 1991 to August 1992,
Mr. Zoellick served concurrently as the Under Secretary of State for Economic
and Agricultural Affairs and as Counselor of the Department of State, a post he
assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the Department
of Treasury in a number of capacities, including Counselor to the Secretary. Mr.
Zoellick received the Alexander Hamilton and Distinguished Service Awards,
highest honors of the Departments of Treasury and State, respectively. The
German Government awarded him the Knight Commanders Cross for his work on
Germany unification. Mr. Zoellick currently serves on the boards of the Council
on Foreign Relations, the Congressional Institute, the German Marshall Fund of
the U.S., the European Institute, the National Bureau of Asian Research, the
American Council on Germany and the Overseas Development Council.
Christopher J. Bowick, Cynthia A. Winning and Larry W. Kaschinske are
executive officers of the General Partner; Raymond L. Vigil is an executive
officer and a director of the General Partner; and Derek H.
29
<PAGE> 30
Burney, John A. MacDonald and Daniel E. Somers are directors of the General
Partner. Reports by these persons with respect to the ownership of limited
partnership interests in the Partnership required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, were not filed within the required
time. None of these individuals own any limited partnership interests in the
Partnership.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are
required to operate the Manitowoc System. Such personnel are employed by the
General Partner and, the cost of such employment is charged by the General
Partner to the Partnership as a direct reimbursement item. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
No person or entity owns more than 5 percent of the limited partnership
interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and its affiliates engage in certain transactions
with the Partnership. The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the Partnership
from unaffiliated parties. This determination has been made by the General
Partner in good faith, but none of the terms were or will be negotiated at
arm's-length and there can be no assurance that the terms of such transactions
have been or will be as favorable as those that could have been obtained by the
Partnership from unaffiliated parties.
The General Partner charges a management fee, and the General Partner
is reimbursed for certain allocated overhead and administrative expenses. These
expenses represent the salaries and benefits paid to corporate personnel, rent,
data processing services and other corporate facilities costs. Such personnel
provide engineering, marketing, administrative, accounting, legal and investor
relations services to the Partnership. Allocations of personnel costs are based
primarily on actual time spent by employees of the General Partner with respect
to each partnership managed. Remaining expenses are allocated based on the pro
rata relationship of the Partnership's revenues to the total revenues of all
systems owned or managed by the General Partner and certain of its subsidiaries.
Systems owned by the General Partner and all other systems owned by partnerships
for which Jones Intercable, Inc. is the general partner, are also allocated a
proportionate share of these expenses.
The General Partner also advances funds and charges interest on the
balance payable. The interest rate charged approximates the General Partner's
weighted average cost of borrowing.
The Systems receive stereo audio programming from Superaudio, a joint
venture owned 50% by an affiliate of the General Partner and 50% by an
unaffiliated party, educational video programming from Mind Extension
University, Inc., an affiliate of the General Partner, and computer video
programming from Jones Computer Network, Ltd., an affiliate of the General
Partner, for fees based upon the number of subscribers receiving the
programming.
Product Information Network ("PIN"), an affiliate of the General
Partner, provides advertising time for third parties on the Systems. In
consideration, the revenues generated from the third parties are shared between
PIN and the Partnership. During the year ended December 31, 1995, the
Partnership received revenues from PIN of $26,854.
30
<PAGE> 31
The charges to the Partnership for related party transactions are as
follows for the periods indicated:
<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------------------
Cable TV Fund 15-A 1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Management fees $ 1,711,267 $ 1,554,318 $ 1,506,987
Allocation of expenses 2,441,916 2,351,096 2,274,697
Interest on advances paid to the General Partner 724,127 898,722 897,332
Amount of advances outstanding 4,782,507 10,952,538 8,630,540
Highest amount of advances outstanding 11,894,092 10,952,538 9,091,909
Programming fees:
Superaudio 11,303 11,268 11,013
Mind Extension University 46,522 38,866 24.193
Jones Computer Network 54,725 13,084 -0-
</TABLE>
31
<PAGE> 32
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. See index to financial statements for the list of
financial statements and exhibits thereto filed as part
of this report.
3. The following exhibits are filed herewith.
4.1 Limited Partnership Agreement for Cable TV Fund 15-A,
Ltd. (1)
10.1.1 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Barrington, Illinois. (1)
10.1.2 Copy of franchise and related documents granting a
community antenna television system franchise for Cook
County, Illinois. (2)
10.1.3 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Crete, Illinois. (3)
10.1.4 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Deer Park, Illinois. (1)
10.1.5 Copy of franchise and related documents granting a
community antenna television system franchise for the
City of Elgin, Illinois. (1)
10.1.6 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Flossmoor, Illinois. (3)
10.1.7 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Hawthorn Woods, Illinois.
10.1.8 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Hazel Crest, Illinois. (3)
10.1.9 Copy of franchise and related documents granting a
community antenna television system franchise for
Hoffman Estates, Illinois. (2)
10.1.10 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Indian Creek, Illinois. (1)
10.1.11 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Indian Head Park, Illinois. (3)
10.1.12 Copy of franchise and related documents granting a
community antenna television system franchise for the
County of Kane, Illinois. (2)
10.1.13 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Kildeer, Illinois. (1)
10.1.14 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of La Grange, Illinois. (3)
32
<PAGE> 33
10.1.15 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of La Grange Park, Illinois. (3)
10.1.16 Copy of franchise and related documents granting a
community antenna television system franchise for the
County of Lake, Illinois. (1)
10.1.17 Copy of amendment to franchise agreement dated May 15,
1991. (3)
10.1.18 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Lake Barrington, Illinois. (4)
10.1.19 Copy of Resolution 92-R-20 dated 9/8/92. (2)
10.1.20 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Lake Zurich, Illinois. (4)
10.1.21 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Lansing, Illinois. (3)
10.1.22 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Long Grove, Illinois. (2)
10.1.23 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Matteson, Illinois. (3)
10.1.24 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Olympia Fields, Illinois. (3)
10.1.25 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Riverside, Illinois. (3)
10.1.26 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of South Elgin, Illinois. (1)
10.1.27 Copy of franchise and related documents granting a
community antenna television system franchise for
Thornton, Illinois. (3)
10.1.28 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of University Park, Illinois. (3)
10.1.29 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Vernon Hills, Illinois. (1)
10.1.30 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Western Springs, Illinois. (3)
10.2.1 Credit Agreement dated as of November 21, 1994 among
Cable TV Fund 15-A, Ltd. and Shawmut Bank Connecticut,
N.A., as agent for various lenders. (5)
10.2.2 Amendment Agreement dated as of March 28, 1996 to
Credit Agreement dated as of November 21, 1994.
27 Financial Data Schedule
- ----------
33
<PAGE> 34
(1) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1989.
(2) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1992.
(3) Incorporated by reference from the Annual Report on
Form 10-K of Jones Intercable, Inc. (Commission File
No. 1-9953) for fiscal year ended 5/31/90.
(4) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1990.
(5) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1994.
(b) Reports on Form 8-K
None.
34
<PAGE> 35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CABLE TV FUND 15-A, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones
-------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 25, 1996 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: /s/ Glenn R. Jones
-------------------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 25, 1996 (Principal Executive Officer)
By: /s/ Kevin P. Coyle
-------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 25, 1996 (Principal Financial Officer)
By: /s/ Larry Kaschinske
-------------------------------
Larry Kaschinske
Controller
Dated: March 25, 1996 (Principal Accounting Officer)
By: /s/ James B. O'Brien
-------------------------------
James B. O'Brien
Dated: March 25, 1996 President and Director
By: /s/ Raymond L. Vigil
-------------------------------
Raymond L. Vigil
Dated: March 25, 1996 Group Vice President and
Director
By: /s/ Derek H. Burney
-------------------------------
Derek H. Burney
Dated: March 25, 1996 Director
35
<PAGE> 36
By:
-------------------------------
Robert E. Cole
Dated: Director
By: /s/ William E. Frenzel
-------------------------------
William E. Frenzel
Dated: March 25, 1996 Director
By: /s/ Donald L. Jacobs
-------------------------------
Donald L. Jacobs
Dated: March 25, 1996 Director
By: /s/ James J. Krejci
-------------------------------
James J. Krejci
Dated: March 25, 1996 Director
By: /s/ John A. MacDonald
-------------------------------
John A. MacDonald
Dated: March 25, 1996 Director
By:
-------------------------------
Raphael M. Solot
Dated: Director
By: /s/ Daniel E. Somers
-------------------------------
Daniel E. Somers
Dated: March 25, 1996 Director
By: /s/ Howard O. Thrall
-------------------------------
Howard O. Thrall
Dated: March 25, 1996 Director
By: /s/ Robert B. Zoellick
-------------------------------
Robert B. Zoellick
Dated: March 25, 1996 Director
36
<PAGE> 37
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Page
- ------ ------------------- ----
<S> <C> <C>
4.1 Limited Partnership Agreement for Cable TV Fund 15-A,
Ltd. (1)
10.1.1 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Barrington, Illinois. (1)
10.1.2 Copy of franchise and related documents granting a
community antenna television system franchise for Cook
County, Illinois. (2)
10.1.3 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Crete, Illinois. (3)
10.1.4 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Deer Park, Illinois. (1)
10.1.5 Copy of franchise and related documents granting a
community antenna television system franchise for the
City of Elgin, Illinois. (1)
10.1.6 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Flossmoor, Illinois. (3)
10.1.7 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Hawthorn Woods, Illinois.
10.1.8 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Hazel Crest, Illinois. (3)
10.1.9 Copy of franchise and related documents granting a
community antenna television system franchise for
Hoffman Estates, Illinois. (2)
10.1.10 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Indian Creek, Illinois. (1)
10.1.11 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Indian Head Park, Illinois. (3)
10.1.12 Copy of franchise and related documents granting a
community antenna television system franchise for the
County of Kane, Illinois. (2)
10.1.13 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Kildeer, Illinois. (1)
10.1.14 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of La Grange, Illinois. (3)
</TABLE>
<PAGE> 38
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Page
- ------ ------------------- ----
<S> <C> <C>
10.1.15 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of La Grange Park, Illinois. (3)
10.1.16 Copy of franchise and related documents granting a
community antenna television system franchise for the
County of Lake, Illinois. (1)
10.1.17 Copy of amendment to franchise agreement dated May 15,
1991. (3)
10.1.18 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Lake Barrington, Illinois. (4)
10.1.19 Copy of Resolution 92-R-20 dated 9/8/92. (2)
10.1.20 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Lake Zurich, Illinois. (4)
10.1.21 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Lansing, Illinois. (3)
10.1.22 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Long Grove, Illinois. (2)
10.1.23 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Matteson, Illinois. (3)
10.1.24 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Olympia Fields, Illinois. (3)
10.1.25 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Riverside, Illinois. (3)
10.1.26 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of South Elgin, Illinois. (1)
10.1.27 Copy of franchise and related documents granting a
community antenna television system franchise for
Thornton, Illinois. (3)
10.1.28 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of University Park, Illinois. (3)
10.1.29 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Vernon Hills, Illinois. (1)
10.1.30 Copy of franchise and related documents granting a
community antenna television system franchise for the
Village of Western Springs, Illinois. (3)
10.2.1 Credit Agreement dated as of November 21, 1994 among
Cable TV Fund 15-A, Ltd. and Shawmut Bank Connecticut,
N.A., as agent for various lenders. (5)
10.2.2 Amendment Agreement dated as of March 28, 1996 to
Credit Agreement dated as of November 21, 1994.
27 Financial Data Schedule
- ----------
</TABLE>
<PAGE> 39
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description Page
- ------ ------------------- ----
<S> <C> <C>
(1) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1989.
(2) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1992.
(3) Incorporated by reference from the Annual Report on
Form 10-K of Jones Intercable, Inc. (Commission File
No. 1-9953) for fiscal year ended 5/31/90.
(4) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1990.
(5) Incorporated by reference from Registrant's Annual
Report on Form 10-K for the fiscal year ended December
31, 1994.
</TABLE>
<PAGE> 1
ORDINANCE NO. 732-95
AN ORDINANCE GRANTING TO CABLE TV FUND 15-A, LTD. ITS SUBSIDIARIES,
AFFILIATES, LESSEES, SUCCESSORS AND ASSIGNS, A NON-EXCLUSIVE FRANCHISE
FOR A PERIOD OF FIFTEEN (15) YEARS TO USE THE HIGHWAYS, STREETS,
ALLEYS, BRIDGES, RIVERS AND OTHER PUBLIC PLACES OF HAWTHORN WOODS,
ILLINOIS, FOR THE PURPOSE OF CONSTRUCTING, INSTALLING, MAINTAINING AND
OPERATING A COMMUNITY ANTENNA TELECOMMUNICATIONS SYSTEM, INCLUDING ALL
NECESSARY APPURTENANCES, AND PRESCRIBING CERTAIN TERMS AND CONDITIONS
UNDER WHICH SAID COMPANY IS TO OPERATE.
BE IT ORDAINED by the President and Board of Trustees of the Village
of Hawthorn Woods, Illinois:
SECTION 1. SHORT TITLE. This ordinance shall be known and may be
cited as the Hawthorn Woods Community Telecommunications Ordinance.
SECTION 2. DEFINITIONS. For the purposes of this Ordinance, the
following terms shall have the meanings given herein:
2.01 "CATV System" means a combination of Facilities constructed in
whole or in part in, on, under or over and highway, street,
alley, bridge, river or other public place which is operated
to perform for hire the service of receiving and amplifying
telecommunication signals and redistributing such signals by
wire, cable or other means to members of the public who
subscribe to such services.
-1-
<PAGE> 2
2.02 "Village" means the Village of Hawthorn Woods, Illinois.
2.03 "Facilities" means the lines, wires, poles, equipment, cables,
underground conduits, conductors, fixtures and all
appurtenances thereto which are necessary for the
construction, installation, maintenance and operation in the
Village of the CATV System herein authorized.
2.04 "Gross Operating Revenue" means the revenues derived by the
Company from all services generated by the CATV System
Facilities, or from the use of the CATV System Facilities,
including, but not limited to, advertising revenue, charges
to Subscribers for Basic Cable, Premium Programming, FM
Services, installation charges, and any and all revenue
received from any source whatsoever for use of the CATV System
Facilities.
2.05 "Operator" means Cable TV Fund 15-A, Ltd., a Colorado limited
partnership, with its principal place of business at 9697 E.
Mineral Avenue, Englewood, Colorado 80112, its subsidiaries,
affiliates, lessees, successors and assigns.
2.06 "Person" means any person, firm, partnership, corporation,
company or organization of any kind.
2.07 "Subscriber" means a person who for a charge receives services
distributed by the CATV System.
-2-
<PAGE> 3
2.08 "Utility" means any public utility which facilities are
located within the Village.
When not inconsistent with the context, words used in the present tense include
the future, words in the plural number include the singular number, words in
the singular number include the plural number, words used in the masculine
gender include the feminine gender and words used in the feminine gender
include the masculine gender.
SECTION 3. GRANT OF AUTHORITY.
3.01 The Operator is hereby granted by the Village the
non-exclusive franchise to construct, install, maintain and
operate a CATV System in, upon, along, across, above, over and
under, the highways, streets, alleys, bridges, rivers, and
other public places, and all extensions thereof and additions
thereto, in the Village. The franchise herein granted shall
extend to any area annexed to the Village, and the Operator
shall be bound by the same rules and regulations as to such
area as are otherwise provided herein.
3.02 The franchise granted to the Operator by this Ordinance shall
also include the right and privilege to construct, install,
maintain and operate any Facilities on or in the facilities of
any Quasi Public Utility located in the Village.
SECTION 4. CONSTRUCTION APPROVAL BY VILLAGE. Except for individual
service drops, the Operator shall not construct, install, maintain or operate
any Facility without the prior approval (which shall not be unreasonably
withheld) of the Village. Such approval shall be in the form of a permit issued
-3-
<PAGE> 4
by the Village, upon approval of layout maps showing the location of the
Facility to be constructed, installed, maintained or operated. The Village
shall have the right to inspect, at reasonable intervals, the construction,
installation, maintenance and operation of the CATV System by the Operator to
insure the proper compliance with the terms of this Ordinance.
Such inspections, whether made or not, shall not operate to relieve
the Operator of any responsibility, obligations, or liability assumed under
this franchise.
SECTION 5. CONDITIONS OF STREET OCCUPANCY AND SYSTEM CONSTRUCTION.
5.01 All Facilities shall be located so as to avoid unreasonable
interference with the proper use of highways, streets, alleys,
bridges, rivers, and other public places of the Village, to
avoid unreasonable interference with the rights or reasonable
convenience of property owners who adjoin any of said
highways, streets, alleys, bridges, rivers and other public
places and to avoid unreasonable interference with normal use
of said highways streets, alleys, bridges, rivers or other
public places by Utilities.
5.02 In case of any disturbance by the Operator of pavement,
sidewalks, driveways, or other surfaces owned by the Village,
the Operator shall, at its own expense and in a reasonable
manner approved by the Village, replace and restore such areas
so disturbed, in as good condition as before said work of the
Operator was commenced, and shall maintain, if required, the
restoration in a good condition approved by the Village for
one year.
-4-
<PAGE> 5
5.03 In the event that at any time during the term of this
franchise, the Village shall lawfully elect to alter or change
the grade of any highway, street alley, bridge, river or other
public place of the Village, the Operator, upon reasonable
notice by the Village, shall (except to the extent that the
Operator's Facilities are located on private property) remove
and relocate its Facilities at its own expense.
5.04 The Operator shall, at the request of the Village, temporarily
raise or lower its wires to permit the moving of buildings.
This work shall be at the expense of the Person owning the
building, and the Operator shall be given at least forty-eight
(48) hours prior written notice of such request.
5.05 When necessary for the construction, installation, maintenance
or operation of its Facilities, Operator is hereby authorized
to trim trees located on public property. Such trimming shall
be done in a reasonable and workmanlike manner under the
supervision of properly designated Village personnel and shall
be done at the Operator's sole expense. Operator shall be
responsible for the removal of all trimmings at the Operator's
sole expense. Any restoration work necessary under this
provision shall be done in conformance with Section 5.02 and
shall be at Operator's sole expense. Other than minor trimming
of trees, the Village and Operator shall meet to review and
determine the appropriateness of any removal or trimming.
-5-
<PAGE> 6
5.06 The Village shall have the right to attach transmitting and
receiving equipment to any tower erected by the Operator,
provided, however, that the attaching of such equipment does
not interfere with the operation of the CATV System.
5.07 The Operator shall be responsible for securing any
rights-of-way, easements, permits or agreements from any other
Persons that may be needed by the Operator for any reason
under this franchise.
SECTION 6. SERVICE PROTECTION. The CATV System shall be constructed,
installed, maintained and operated so as to avoid interference with the
reception of signals from standard television broadcast stations or the
reception of signals transmitted by any communications service authorized by
any Federal agency.
SECTION 7. PERFORMANCE BY OPERATOR.
7.01 The Operator shall, provide service requested by Subscribers
residing in the dwelling units within the Village boundaries
at the time of the effective date of this franchise, excluding
for any and all purposes at any time during the term of this
franchise, dwelling units in any and all areas having a
population of less than twenty-five (25) dwelling units per
cable mile. The Operator shall establish and maintain in close
proximity to the Village limits of Hawthorn Woods a studio for
local programming, consisting of at least one view finder
color video camera, switcher fader controls,
-6-
<PAGE> 7
audio system, lighting system, film chain, one video tape
recorder and multiplexing unit. All equipment shall be
remotely controlled from a master control unit. This facility
shall be available on a time sharing basis to the Village, its
agencies, public service organizations, and schools lying
wholly or partly within the Village. Currently, the Village
and its residents may use the studios located in either
Libertyville or Vernon Hills. These facilities are available
on a first come, first served basis. In addition, Operator
shall provide and maintain in close proximity to the said
Village limits a business office and agent for the purpose of
receiving inquiries, requests, and complaints concerning all
aspects of the establishment, construction, maintenance, and
operation of the system, and the payment of Subscriber's
service charge. The office shall have a listed telephone and
shall be open during reasonable business hours. The Operator
shall respond as soon as possible to Subscriber's complaints
or requests for service in connection with repairs,
maintenance, malfunctions of system facilities, and in no
event shall such response time exceed twenty-four (24) hours
from the receipt of the complaint.
7.02 At the request of the Village, the Operator shall provide
limited and expanded basic service (at no charge other than
the direct charge, if any, which the Operator pays a Utility
in connection with the provision of such service under an
agreement of the type contemplated by Section 3 hereof) to all
municipal buildings, police and fire stations, public park
buildings, public libraries, and public and private schools
within the Village, provided, however, that the
-7-
<PAGE> 8
Operator shall not be required to provide service to any such
building which is located in any area having a population of
less than twenty five (25) dwelling units per cable mile. The
Operator's obligation under this Subsection shall be limited
to providing one drop in each such building except that
Operator agrees to provide two (2) drops to the Village Hall.
The Village shall be allowed to make such use of the drop into
its municipal buildings as it shall deem desirable.
7.03 The CATV System shall carry those television broadcast signals
of every television broadcast station which are required to be
carried pursuant to the applicable rules and regulations of
the Federal Communications Commission.
7.04 The CATV System shall maintain and test its Facilities
pursuant to the applicable rules and regulations of the
Federal Communications Commission.
SECTION 8. RATE SCHEDULES.
8.01 The initial rates charged to its Subscribers by Operator shall
be as set forth in Schedule A attached hereto and by reference
made a part hereof, and Operator shall maintain its rates in
conformance with FCC regulations and the Cable Communications
Policy Act of 1984, as amended by the Cable Television
Consumer Protection Act of 1992. Nothing herein shall prevent
the Village from exercising its rate making authority as
authorized under federal
-8-
<PAGE> 9
law. Further, the Village may at any time exercise rate-making
authority for the limited basic service, known currently under
FCC regulations as the Broadcast Basic Tier, so long as such
rate-making authority is not preempted under state or federal
law.
8.02 The rates for all programming and services shall be
nondiscriminatory provided that nothing contained herein shall
be deemed to prohibit reasonable promotional rates which may,
from time to time, be less than standard rates imposed.
8.03 Charges shall abate pro rata in the event that service to a
Subscriber is interrupted for more than twenty-four (24) hours
for any reason whatsoever.
SECTION 9. SYSTEM STANDARDS.
9.01 The CATV System shall have a single trunk (54) channel
capacity; shall have a broad band signal, shall provide for or
shall be capable of receiving and transmitting all VHF, UHF
and FM signals; shall carry all available local television
stations as required by the FCC; and shall carry at least one
channel for the following purposes:
(A) Municipal Access
(B) Educational Access
(C) Public Access
9.02 The Operator shall establish and construct the CATV System in
accordance with the standards of the art of cable
communications
-9-
<PAGE> 10
and in accordance with the standards of code of conduct with
respect to businesses in size and type like that of the
Operator.
9.03 The Operator, through the CATV System, shall provide effective
and efficient service in accordance with the rules and
regulations of all governmental units and agencies having
regulatory and licensing authority in connection with the
system.
9.04 The Operator shall cause to be delivered to the Subscribers
home signals that meet FCC technical standards.
9.05 The Operator shall not interrupt all or part of the services
of the system except under emergency circumstances or
circumstances beyond the Operator's control. Interruption of
services on the system for routine maintenance shall, to the
extent possible, be confined to the hours of 2:00 a.m. to 7:00
a.m. and not otherwise.
9.06 The Operator shall establish, construct, operate and maintain
the CATV System, including system facilities, so as to at all
times meet FCC technical standards, including without
limitation specifications for frequency levels, channel
frequency response, terminal isolation and radiation.
9.07 The Operator shall establish, construct, operate and maintain
the CATV System in accordance with all applicable national,
state and local building and safety codes. In the absence of
any otherwise applicable building and safety code, the
Operator shall establish,
-l0-
<PAGE> 11
construct, operate and maintain the system in accordance with
the most recent edition of the National Electrical Code.
9.08 The CATV System shall be designed, established, constructed,
operated and maintained for a 24-hour a day continuous
operation.
9.09 The CATV System shall produce for receipt on Subscriber's
receivers, which are in good working order, either monochrome
or color pictures (providing the receiver is color capable)
that are free from any significant interference, distortion,
or ghosting which would cause any material degradation of
video or audio quality.
9.10 The CATV System shall be capable of providing emergency
override alerts whereby the Village or other governmental
units or agencies designated by the Village may be able to
issue a bulletin on all channels simultaneously.
9.11 In connection with the CATV System, the Operator shall only
employ personnel with necessary and sufficient skills and
experience or training as such shall relate to their
respective jobs and positions.
9.12 The cable drop connection to the subscriber's building will be
installed in a manner similar to the telephone connection for
the same building. The desires of the subscriber as to point
of entry shall be observed wherever practicable. Cable runs in
building interiors will be installed as unobtrusively as
possible.
-11-
<PAGE> 12
9.13 (a) The Operator shall be required to submit a report on cable
technology to the Village during the sixth year of the
Franchise term. This report shall describe developments in
cable technology, and whether the Operator plans to
incorporate those technological developments into the System.
In addition, the report shall describe how, to the Operator's
knowledge, other cable companies have incorporated or are
planning to incorporate the technological developments into
their Systems and their estimated timetable for doing so.
(b) Based on this report, the Village may determine that the
System or Franchise requirements should be updated, changed,
revised, or that additional services should be provided, but
only if it would be economically feasible to do so. Economic
feasibility shall be determined by the Village and Operator in
good faith following an evaluation of Operator's financial
condition, economic waste, if any, that would occur should the
changes be made, the length of term remaining on the
Franchise, and the rate of return on the Operator's investment
(both prior investment and proposed future investment) in the
community. Upon the mutual consent of the Village and
Operator, this Agreement shall be amended to incorporate the
determinations made as a result of this process.
SECTION 10. PAYMENTS TO VILLAGE.
-12-
<PAGE> 13
10.01 The Operator shall pay to the Village for the privilege of
operating a CATV System under this franchise an amount equal
to five percent (5%) of the Gross Operating Revenues.
10.02 The Village reserves the right to increase or decrease the
franchise fee provided in Section 10.01 in compliance with
applicable law. In the event the Village determines that the
franchise fee percentage should be increased or decreased, it
shall do so only after public hearing has been held before the
Village Board to consider the question. The Village shall
provide the Operator with ninety (90) days prior written
notice of such hearing. The notice shall contain the following
information:
(A) Date of hearing;
(B) Place of hearing, and
(C) Proposed increase or decrease in
franchise fee percentage.
At the hearing the Operator shall be allowed to present any
testimony or evidence to the Village Board as to its position
on increase or decrease. In addition, the Village Board shall
hear the testimony of any subscribers as to their opinion or
opinions concerning the proposed increase or decrease. After
all such testimony and evidence has been heard and adduced,
the Village Board by majority vote shall determine whether
such franchise fee increase or decrease shall take place and
the Operator shall be given written notice as to such increase
or decrease. The Operator may on the effective date of any
such increase of decrease, increase
-13-
<PAGE> 14
or decrease its monthly charges for CATV System services by
the amount of such increase or decrease.
10.03 In the event that the Operator agrees to pay a franchise fee
for any franchise granted after the date hereof by any other
municipality within fifty (50) miles of the village of
Hawthorn Woods, which said fee is in excess of the amounts set
forth in Subsection 10.01, the franchise fee payable hereunder
shall at the option of the Village, be increased to a like
amount.
10.04 The Operator may on the effective date of any increase in such
fee, pursuant to the provisions of Subsections 10.01, 10.02 or
10.03, increase its monthly charges for CATV System services
by the amount of such increase.
10.05 All payments of such franchise fee shall be made quarterly
within thirty (30) days following the 31st of March, the 30th
of June, the 30th of September and the 31st of December of
each year. Payments shall commence within thirty (30) days
from the end of the quarter in which the Operator begins to
provide service to its Subscribers in the Village.
SECTION 11. RECORDS AND REPORTS. On or before March 1 of each year,
commencing with the year following the year in which the Operator begins to
provide service to its Subscribers in the Village, the Operator shall submit to
the Village a summary report showing Gross Operating Revenue received by the
Operator from the operation of the CATV System within the
-14-
<PAGE> 15
Village during the preceding year. The Village or their authorized
representative shall have the right to inspect the operations within the
Village during regular business hours and upon first giving reasonable notice.
SECTION 12. LIST OF SUBSCRIBERS - CONFIDENTIALITY. Other than
affiliates of Operator, Operator shall not, without consent of the Village,
knowingly release or disclose its list of subscribers residing within the
Village to any other person or corporation.
SECTION 13. COMPANY LIABILITY INSURANCE.
13.01 It is expressly understood and agreed by and between the
Operator and the Village that the Operator shall save the
Village, its officials and employees harmless from all loss,
including attorneys fees, sustained by the Village, its
officials and employees on account of any claim, suit,
judgment, execution or demand whatsoever arising out of the
construction, installation, maintenance and operation of the
CATV System by the Operator and Operator shall, if necessary,
provide for the Village's defense, to the extent it is
necessary, to meet the requirements of this Section. The
Operator shall obtain liability insurance coverage, including
product liability, naming the Village, its officials and
employees as additional named insureds, to protect the
Village, its officials and employees against any such claims,
suits, judgments, executions, or demands to the following
extent:
<TABLE>
<CAPTION>
BODILY INJURY PROPERTY DAMAGE
------------- ---------------
<S> <C>
$ 1,000,000 per person $1,000,000 per accident
$ 1,000,000 per accident
</TABLE>
-15-
<PAGE> 16
13.02 There shall be filed in the office of the Village Clerk a
Certificate of Insurance, naming the Village as an additional
named insured under the liability insurance required by this
Ordinance. The insurance company providing and writing such
insurance coverage and Certificate of Insurance shall carry a
"Class XV" financial size category rating in the then current
edition of Best's Insurance Guide.
13.03 The Village, its officials and employees shall not be liable
for any damage occurring to the property of the Operator
caused by officials or employees of the Village in performance
of their duties, excepting such damage occurring to the
property of the Operator caused by the sole negligence of the
officials or employees of the Village. The Village, its
officials and employees shall not be held liable for the
interruption of service by actions of the Village.
SECTION 14 Defaults.
14.01 Requirement for Surety Bond.
Prior to the commencement of any construction pursuant to the
provisions of this Ordinance, the Operator shall file with the
Village, and shall maintain during the construction of and for
a period of one year after completion of the facilities to be
provided under this Ordinance, a surety bond from a company
authorized to
-16-
<PAGE> 17
do business in the State of Illinois, in the amount of
$25,000, or at the option of the Village a letter of credit,
conditioned upon the Operator fulfilling and performing in
connection with each provision, term and condition of this
Ordinance, and that in case of any breach the Village shall be
entitled to recover from said bond or letter of credit the
amount of any damages, and all costs incurred by the Village
resulting from the failure of the Operator to well and
faithfully observe and perform under any and all the
undertakings, terms and conditions of this Ordinance.
14.02 In the event the Operator should violate any of the material
terms of this Ordinance, the terms of any permit granted under
the rules of this Ordinance or any rules and regulations that
subsequently may be lawfully adopted by the Village, the
Village may immediately give the Operator written notice to
correct such violation.
14.03 In the event the Operator does not make such correction within
sixty (60) days from the receipt of such written notice, the
Village may make such correction itself and charge the cost of
the same to the Operator, provided, however, that in the event
the Operator cannot reasonably make such correction within
such sixty (60) day period, the Operator shall receive an
additional period of time as agreed upon by and between the
Operator and the Village to make such correction.
-17-
<PAGE> 18
14.04 The Operator shall not be deemed nor declared to be in default
under any of the conditions, provisions, requirements or
limitations of this Ordinance in any case in which the
performance of any such condition, provision, requirement or
limitation by the Operator is prevented by reason of strikes,
injunctions or any other cause, including acts of God, any
lawsuit or administrative agency proceedings, reasonably
beyond the control of the Operator. In the event that the
Operator's performance is prevented by any such cause, the
time for performance shall be extended by the period during
which such cause was in effect.
14.05 In the event of the bankruptcy or receivership of the
Operator, all rights and privileges herein given to the
Operator shall at the option of the Village be forfeited and
terminated.
SECTION 15. SALE, ASSIGNMENT OR TRANSFER. The Operator shall not
sell, assign or transfer its CATV System, nor transfer any rights or privileges
granted under this franchise without the approval of the Village unless the
transferee is an affiliated or subsidiary company of the Operator. Any sale,
assignment or transfer of the CATV System shall not be effective until the
transferee has filed in the office of the Village Clerk an instrument, duly
executed and acknowledged, acknowledging the fact of such sale, assignment or
transfer, accepting the terms and conditions of the franchise, and agreeing to
perform all the obligations thereunder and fully complying with all bonding and
insurance requirements herein contained.
-18-
<PAGE> 19
SECTION 16. TERM OF FRANCHISE. The franchise granted and authorized
by this Ordinance shall remain in full force and effect for a primary term of
fifteen (15) years from its effective date. The Operator at the end of said
primary term shall have an option to renew said franchise for an additional
term of fifteen (15) years upon reasonable terms to be negotiated by the Village
and the Operator for such additional term.
SECTION 17. FINAL TERMINATION OF THE FRANCHISE. Within sixty (60)
days of the termination of the franchise, or any renewal thereof, except for
underground cable, the Operator shall remove its Facilities from all property
of the Village and all space reserved for the Village's use on property
belonging to others. If not removed within such sixty (60) day period, the
Village shall have the right to remove or have its contractors remove such
Facilities where such removal is necessary and practical at the risk, cost and
expense of the Operator and with liability therefor.
SECTION 18. COMPLIANCE WITH LAWS. The franchise herein granted by
this Ordinance shall be subject to and controlled by all of the proiions of the
laws of the State of Illinois and of the United States, and State and Federal
regulations, now existing or hereafter enacted, and all permits required in
connection therewith shall be obtained by the Operator at its own expense.
SECTION 19. CONFLICTING ORDINANCES.
19.01 Where the provision of any prior ordinance or any portion
thereof is in conflict herewith, the terms of this Ordinance
shall apply.
-19-
<PAGE> 20
19.02 Any subsequent Ordinance lawfully adopted by the Village shall
not specifically or directly affect the rights and privileges
granted by this franchise.
SECTION 20. SEPARABILITY. In the event any Section or part of this
Ordinance shall be held invalid, such invalidity shall not affect the remaining
Sections or portions of this Ordinance.
SECTION 21 EFFECTIVE DATE. The franchise granted by this Ordinance
shall, if accepted by the Operator within thirty (30) days after the final
passage of this Ordinance, be in full force and effect on or after May 10,
1995.
/s/ [ILLEGIBLE]
--------------------------------
Village President Pro-Term
ATTEST:
/s/ [ILLEGIBLE]
--------------------------------
Village Clerk
PASSED: April 10, 1995
----------------------
APPROVED: April 10, 1995
----------------------
-20-
<PAGE> 1
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (this "AGREEMENT") dated as of March 28, 1996 by
and among (1) Cable TV Fund 15-A, LTD. (the "BORROWER"), (2) Fleet National
Bank of Connecticut, formerly known as Shawmut Bank Connecticut, N.A.
("FLEET"), Credit Lyonnais Cayman Island Branch, The Bank of Nova Scotia, Royal
Bank of Canada, Societe Generale and Banqua Paribas as lenders (collectively,
the "LENDERS" and individually, a "LENDER"), and (3) Fleet as agent (the
"AGENT") for the Lenders, with respect to a certain Credit Agreement dated as
of November 21, 1994 (the "CREDIT AGREEMENT") by and among the Borrower, the
Lenders and the Agent.
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders and the Agent
amend certain provisions of the Credit Agreement; and
WHEREAS, Banque Paribas desires to become a Lender under the Credit
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Section 1. DEFINITIONS. Capitalized terms used herein without
definition that are defined in the Credit Agreement shall have the same
meanings herein as therein.
Section 2. RATIFICATION OF EXISTING AGREEMENTS. All of the
Borrower's obligations and liabilities to the Lenders and the Agent as
evidenced by or otherwise arising under the Credit Agreement, the Notes and the
other Loan Documents, are, by the Borrower's execution of this Agreement,
ratified and confirmed in all respects. In addition, by the Borrower's
execution of this Agreement, the Borrower represents and warrants that no
counterclaim, right of set-off or defense of any kind exists or is outstanding
with respect to such obligations and liabilities. The Borrower acknowledges and
agrees that this Agreement shall be included in the definition of Loan
Documents under the Credit Agreement.
Section 3. REPRESENTATIONS AND WARRANTIES. Except as set forth
on Schedule A attached hereto and made a part hereof, all of the
representations and warranties made by the Borrower in the Credit Agreement,
the Notes and the other Loan Documents are true and correct on the date hereof
as if made on and as of the date hereof, except that any of such
representations and warranties relate expressly to an earlier date.
<PAGE> 2
Section 4. AMENDMENTS TO THE CREDIT AGREEMENT.
Section 4.1 AMENDMENTS TO 1.1
(a) The definition of "Commitment Amount" appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirely to read
as follows:
"COMMITMENT AMOUNT" means an amount equal to $90,000,000,
as such amount may be reduced from time to time pursuant to Section 2.2."
(b) The definition of "Conversion Date" appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"CONVERSION DATE" means September 30, 1997."
(c) The definition of "Excess Commitment Amount"
appearing in Section 1.1 of the Credit Agreement is hereby deleted in its
entirety.
(d) The definition of "Stated Maturity Date" appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirety to read
as follows:
"STATED MATURITY DATE" means March 31, 2004."
Section 4.2. AMENDMENT TO SECTION 3.1. The first paragraph
of Section 3.1 is hereby amended by deleting the work "March" in the sixth line
thereof and substituting the word "December" therefore and by amending in its
entirety the table appearing in such section to read as follows:
<TABLE>
<CAPTION>
Percentage (%) of Conversion Date Amount
"Calendar Year to be Repaid at End of Calendar Year
-------------- ----------------------------------------
<S> <C>
1997 4.00%
1998 7.00%
1999 10.00%
2000 13.00%
2001 18.00%
2002 18.00%
2003 22.00%
2004 11.00%"
</TABLE>
4.3. Amendment to Section 3.2. Section 3.2 of the Credit
Agreement is hereby amended by deleting the year "1996" form the fourth line
thereof and substituting the year "1997" therefore.
4.4. Amendment to Section 3.4.1 Section 3.4.1 of the
Credit Agreement is hereby amended in its entirety to read as follows:
-2-
<PAGE> 3
"COMMITMENT FEE. The Borrower agrees to pay to the
Agent for the account of the Lenders, for the period (including any
portion thereof when any of its Commitments are suspended by reason of
the Borrower's inability to satisfy any condition of Article V)
commencing on the Effective Date and continuing through the Commitment
Termination Date, a commitment fee at the rate of 3/8 of 1% per annum
on the average daily unused portion of the Commitment Amount. Such
commitment fees shall be payable by the Borrower in arrears on each
Quarterly Payment Date, commencing with the first such day following
the Effective Date, and on the commitment Termination Date."
4.5. Amendment to Section 7.1.9. Section 7.1.9 of the
Credit Agreement is hereby amended by deleting the phrase "fifty percent (50%)"
from the fourth line thereof and substituting "forty percent (40%)" therefore.
4.6. Amendment to Section 7.2.4(a). Section 7.2.4.(a) of
the Credit Agreement is hereby amended in its entirety to read as follows:
"(a) its Leverage Ratio at any time during the
periods set forth below to be greater than the ratio set forth
opposite such periods:
<TABLE>
<CAPTION>
Period Maximum Leverage Ratio
------ ----------------------
<S> <C>
Effective Date - 6/30/97 5.50:1
7/1/97 - 6/30/98 5.00:1
7/1/98 - 6/30/99 4.50:1
7/1/99 and thereafter 4.00:1"
</TABLE>
4.7. Amendment to Section. 7.2.4(d). Section 7.2.4.(d) of
the Credit Agreement is hereby amended in its entirety to read as follows:
"(d) Its Fixed Charge Coverage Ratio at any time
after September 29, 1997 to be less than 1.00 to 1.00."
4.8. Amendment to Section 10.11.1. Section 10.11.1. of the
Credit Agreement is hereby amended by deleting the number "$80,000,000" from
the tenth and twelfth lines thereof and substituting "$90,000,000" therefore.
Section 5. CONDITIONS PRECEDENT. The effectiveness of the
amendments contemplated hereby shall be subject to the satisfaction on or
before the date hereof of each of the following conditions precedent:
(a) All of the representations and warranties
made by the Borrower herein, whether directly or incorporated by reference,
shall be true and correct on the date hereof, except as provided in 3 hereof.
(b) The Borrower shall have performed and
compiled in all material respects with all terms and conditions herein required
to be performed or complied with by it prior to or at the time hereof, and
there shall exist no Event of Default or
-3-
<PAGE> 4
condition which, with either or both the giving of notice of the lapse of time,
would result in an Event of Default upon the execution and delivery of this
Agreement.
(c) All requisite corporate action necessary for the
valid execution, delivery and performance by the Borrower of this Agreement and
all other instruments and documents delivered by the Borrower in connection
therewith shall have been duly and effectively taken.
(d) The parties hereto shall have executed and delivered
this Agreement in form and substance satisfactory to the Agent and Lenders.
(e) All proceedings in connection with the transactions
contemplated by this Agreement shall be satisfactory in substance and form to
the Agent and Lenders and the Agent shall have received all information and
such counterpart originals or certified or other copies of such documents as it
may request.
(f) The Borrower shall have paid all fees and expenses
incurred by the Agent and Lenders in connection with this Agreement, the Credit
Agreement or the other Loan Documents on or prior to the date hereof.
(g) The Agent shall have received from counsel to the
Borrower, a favorable opinion addressed to the Agent and Lenders and dated the
date hereof in form and substance satisfactory to the Agent and Lenders.
(h) The Agent shall have received the results of UCC
searches with respect to the Collateral (as defined in the Security Agreement)
indicating no other liens other than liens already permitted under the Credit
Agreement and otherwise in form and substance satisfactory to the Agent.
(i) The Borrower shall have executed and delivered a
Promissory Note in the original principal amount of $10,000,000 in favor of
Banque Paribas.
Section 6. MISCELLANEOUS PROVISIONS.
(a) Simultaneously herewith, Banque Paribas shall be
deemed a Lender under the Credit Agreement and the other Loan Documents and by
its execution of this Agreement, Banque Paribas shall have all the rights and
hereby expressly assumes all of the obligations of a Lender under the Credit
Agreement and the other Loan Documents. In addition, effective as of the date
of this Agreement, the Percentage of each of the Lenders is hereby amended as
set forth opposite its signature hereto. Each of the Lenders agrees to make
such settlements among the Lenders, the effect of which will be to cause each
Lender to have outstanding Loans in the correct Percentage of the Commitment
Amount.
(b) Except as otherwise expressly provided by this
Agreement, all of the respective terms, conditions and provisions of the Credit
Agreement, the Notes and the other Loan Documents shall remain the same. It is
declared and agreed by each of the parties hereto that the Credit Agreement,
the Notes and the other Loan Documents, each as amended hereby, shall continue
in full force and effect, and that
-4-
<PAGE> 5
this Agreement and the Credit Agreement, the Notes and the other Loan
Documents, as applicable, shall be read and construed as one instrument.
(c) This Agreement is intended to take effect under, and
shall be construed according to and governed by, the laws of the State of
Connecticut.
(d) This Agreement may be executed in any number of
counterparts, but all such counterparts shall together constitute but one
instrument. In making proof of this Agreement it shall not be necessary to
produce or account for more than one counterpart signed by each party hereto by
and against which enforcement hereof is sought.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be executed in its name and behalf by its duly authorized officer
as of the date first written above.
<TABLE>
<S> <C>
CABLE TV FUND 15-A, LTD.
By : Jones Intercable, Inc.,
Its General Partner
By:
----------------------------------
Name:
Title:
Address: 9697 East Mineral Avenue
Englewood, CO 80112
Facsimile: 303-790-7324
Percentage FLEET NATIONAL BANK OF
CONNECTICUT (formerly known as Shawmut
33.333333334% Bank Connecticut, N.A.)
Individually and as Agent
By:
-------------------------------------------
Name: Christine Campanelli
Title:
Address: 777 Main Street
Hartford, CT 06115
Facsimile: 203-986-5367
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C>
Percentage CREDIT LYONNAIS CAYMAN ISLAND BRANCH
16.666666667%
By:
--------------------------------------
Name: James Morris
Title:
Address: c/o Credit Lyonnais New York
Branch
1301 Avenue of the Americas
New York, NY 10019
Facsimile: (212) 261-3318
Percentage ROYAL BANK OF NOVA SCOTIA
11.1111111106%
By:
--------------------------------------
Name:
Title:
Address: 1 Liberty Plaza, 26th Floor
New York, New York 10006
Facsimile: 212-225-5090
Percentage ROYAL BANK OF CANADA
16.666666667%
By:
--------------------------------------
Name:
Title:
Address: Media Industries Group
Corporate Banking
Financial Square
New York, New York 10005-3531
Facsimile: 212-428-6460
Percentage SOCIETE GENERALE
11.1111111106%
By:
--------------------------------------
Name: Mark Vigil
Title:
Address: 1221 Avenue of the Americas
New York, New York 10020
Facsimile: 212-278-6240
</TABLE>
-6-
<PAGE> 7
<TABLE>
<S> <C>
Percentage BANQUE PARIBAS
11.1111111106%
By:
--------------------------------------
Name: John Acker
Title:
Address: 2029 Century Park East
Suite 3900
Los Angeles, California 90067
Facsimile: 310-556-8759
</TABLE>
The undersigned acknowledges and accepts
the foregoing and ratifies and confirms in
all respects its obligations under the
Subordination Agreement:
JONES INTERCABLE, INC.
By:
--------------------------------------
Its.
-7-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 58,719
<SECURITIES> 0
<RECEIVABLES> 965,495
<ALLOWANCES> (132,431)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 74,582,334
<DEPRECIATION> (32,507,403)
<TOTAL-ASSETS> 77,127,809
<CURRENT-LIABILITIES> 6,705,205
<BONDS> 78,818,284
<COMMON> 0
0
0
<OTHER-SE> (7,393,088)
<TOTAL-LIABILITY-AND-EQUITY> 77,127,809
<SALES> 0
<TOTAL-REVENUES> 34,225,349
<CGS> 0
<TOTAL-COSTS> 45,813,051
<OTHER-EXPENSES> 43,057
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,627,499
<INCOME-PRETAX> (18,258,258)
<INCOME-TAX> 0
<INCOME-CONTINUING> (18,258,258)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,258,258)
<EPS-PRIMARY> (84.79)
<EPS-DILUTED> (84.79)
</TABLE>
