UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-556
ROSEVILLE COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
California 68-0365195
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
211 Lincoln Street, Roseville, California 95678
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 786-6141
Securities registered pursuant to Section 12(g) of the Act:
Common Stock - Without Par Value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. [ X ]
The aggregate market value of voting stock held by non-affiliates (and on the
assumption that all shares held by registrant's employee benefit plans,
directors and officers may be deemed shares held by affiliates), was
$450,619,680 as of February 29, 2000. As of February 29, 2000, 15,839,173 shares
of the registrant's Common Stock were outstanding.
Documents INCORPORATED BY REFERENCE
Incorporated by reference into Part III hereof are portions of the registrant's
definitive proxy statement issued in connection with the annual meeting of
registrant's shareholders to be held May 19, 2000.
1. Financial Statements and Financial Statement Schedule of Sacramento-Valley
Limited Partnership are included herewith beginning on page 48:
Page
----
Reports of Independent Accountants 46-47
Consolidated Balance Sheets at
December 31, 1999 and 1998 48
Consolidated Statements of Income
for the Years Ended December 31, 1999,
1998 and 1997 49
Consolidated Statements of Partners'
Capital for the Years Ended December 31,
1999, 1998 and 1997 50
Consolidated Statements of Cash Flows
for the Years Ended December 31, 1999,
1998 and 1997 51
Notes to Consolidated Financial
Statements 52
Schedule II - Valuation and Qualifying
Account for the years ended December 31,1999
1998 and 1997 58
INDEPENDENT AUDITORS' REPORT
To the Partners of Sacramento-Valley Limited Partnership and subsidiary:
We have audited the accompanying consolidated balance sheet of Sacramento-Valley
Limited Partnership (the "Partnership") and subsidiary as of December 31, 1999,
and the related consolidated statements of income, changes in partners' capital,
and cash flows and the financial statement schedule I - valuation and qualifying
account for the year then ended. These financial statements and the financial
statement schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements and the financial statement schedule based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Partnership and subsidiary as
of December 31, 1999, and the results of their operations and their cash flows
for the year then ended in conformity with generally accepted accounting
principles. Also, in our opinion, the consolidated financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
March 8, 2000
Report of Independent Accountants
To the Partners of Sacramento-Valley Limited Partnership
In our opinion, the accompanying consolidated balance sheet as of December 31,
1998 and the related consolidated statements of income, changes in partners'
capital, and cash flows and the financial statement schedule II - valuation and
qualifying account for each of the two years in the period ended December 31,
1998 present fairly, in all material respects, the financial position, results
of operations and cash flows of Sacramento-Valley Limited Partnership and its
subsidiary at December 31, 1998 and for each of the two years in the period
ended December 31, 1998, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above. We have not audited the consolidated financial statements of
Sacramento-Valley Limited Partnership for any period subsequent to December 31,
1998.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
March 1, 1999
