UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number: 0-16200
CABLE TV FUND 14-B, LTD.
(Exact name of registrant as specified in its charter)
Colorado 84-1024658
- ----------------------------------------- ----------------------------------
State of organization (IRS Employer Identification No.)
c/o Comcast Corporation
1500 Market Street,
Philadelphia, PA 19102-2148 (215) 665-1700
- ----------------------------------------- ----------------------------------
(Address of principal executive office (Registrant's telephone no.
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 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
registrants were required to file such reports), and (2) has 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: [Not applicable]
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. [X]
DOCUMENTS INCORPORATED BY REFERENCE: None
CABLE TV FUND 14-B, LTD.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1 Business............................................................ 1
Item 2 Properties.......................................................... 1
Item 3 Legal Proceedings................................................... 1
Item 4 Submission of Matters to a Vote of Security Holders................. 3
PART II
Item 5 Market for the Registrant's Common Stock and Related Stockholder
Matters............................................................. 3
Item 6 Selected Financial Data............................................. 3
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 3
Item 8 Financial Statements................................................ 4
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure............................................16
Item 9A Controls and Procedures.............................................16
PART III
Item 10 Directors and Executive Officers of the Registrant..................16
Item 11 Executive Compensation..............................................17
Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.....................................17
Item 13 Certain Relationships and Related Transactions......................17
Item 14 Principal Accounting Fees and Services..............................17
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K.....18
SIGNATURES....................................................................19
This Annual Report on Form 10-K is for the year ended December 31, 2003.
This Annual Report modifies and supersedes documents filed prior to the filing
of this Annual Report. The Securities and Exchange Commission (the "SEC") allows
us to "incorporate by reference" information that we file with them, which means
that we can disclose important information to limited partners by referring them
directly to those documents. Information incorporated by reference is considered
to be part of this Annual Report. In addition, information that we file with the
SEC in the future will automatically update and supersede information contained
in this Annual Report. Certain information contained in this Annual Report
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other than statements
of historical facts, included in this Annual Report that address activities,
events or developments that we or the General Partner expects, believes or
anticipates will or may occur in the future are forward-looking statements.
These forward-looking statements are based upon certain assumptions and are
subject to risks and uncertainties. Actual events or results may differ from
those discussed in the forward-looking statements as a result of various
factors.
PART I.
ITEM 1. BUSINESS
The Partnership. Cable TV Fund 14-B, Ltd. (the "Partnership") is a Colorado
limited partnership. Comcast Cable Communications, LLC, a Delaware limited
liability corporation, is the General Partner of the Partnership (the "General
Partner"). The Partnership was formed for the purpose of acquiring and operating
cable television systems. The Partnership has sold off all of its cable
television systems. The Partnership currently conducts no operations and is
expected to be dissolved when the remaining litigation against it is concluded.
General Partner. On April 7, 1999, Comcast Holdings Corporation (formerly
Comcast Corporation) ("Comcast") completed the acquisition of a controlling
interest in Jones Intercable, Inc. ("Jones Intercable"), the Partnership's
General Partner until March 2, 2000. In December 1999, Comcast and Jones
Intercable entered into a definitive merger agreement pursuant to which Comcast
agreed to acquire all of the outstanding shares of Jones Intercable not yet
owned by Comcast. On March 2, 2000, Jones Intercable was merged with and into
Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast. As a result
of this transaction, Jones Intercable no longer exists and Comcast JOIN
Holdings, Inc. continued as the surviving corporation of the merger. On August
1, 2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable
Communications, LLC ("Comcast Cable"), a wholly owned subsidiary of Comcast.
Comcast Cable is now the General Partner of the Partnership. References in this
Annual Report to "the General Partner" refer to Comcast Cable. The General
Partner shares corporate offices with Comcast at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148.
ITEM 2. PROPERTIES
As of December 31, 2003, the Partnership did not own any cable television
systems.
ITEM 3. LEGAL PROCEEDINGS
Litigation Challenging Jones Intercable's Acquisition of Certain Cable
Systems
In June 1999, Jones Intercable was named a defendant in a case captioned
City Partnership Co., derivatively on behalf of Cable TV Fund 14-B, Ltd.,
plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund 14-B, Ltd.,
nominal defendant (U.S. District Court, District of Colorado, Civil Action No.
99-WM-1051) (the "City Partnership case") brought by City Partnership Co., a
limited partner of the Partnership. The plaintiff's complaint alleges that Jones
Intercable breached its fiduciary duty to the plaintiff and to the other limited
partners of the Partnership in connection with the Partnership's sale of the
Littlerock, California cable communications system (the "Littlerock System") to
a subsidiary of Jones Intercable in January 1999. The complaint alleges that
Jones Intercable acquired the Littlerock System at an unfairly low price that
did not accurately reflect the market value of the Littlerock System. The
plaintiff also alleges that the proxy solicitation materials delivered to the
limited partners of the Partnership in connection with the vote of the limited
partners on the Partnership's sale of the Littlerock System contained inadequate
and misleading information concerning the fairness of the transaction, which the
plaintiff claims caused Jones Intercable to breach its fiduciary duty of candor
to the limited partners and which the plaintiff claims constituted acts and
omissions in violation of Section 14(a) of the Securities Exchange Act of 1934,
as amended. Plaintiff also claims that Jones Intercable breached the contractual
provision of the Partnership's limited partnership agreement requiring that the
sale price be determined by the average of three separate, independent
appraisals, challenging both the independence and the currency of the
appraisals. The complaint finally seeks declaratory injunctive relief to prevent
Jones Intercable from making use of the Partnership's funds to finance Jones
Intercable's defense of this litigation.
In August 1999, Jones Intercable was named a defendant in a case captioned
Gramercy Park Investments, LP, Cobble Hill Investments, LP and Madison/AG
Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and Glenn R.
Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable
TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd.,
nominal defendants (U.S. District Court, District of Colorado, Civil Action No.
99-B-1508) (the "Gramercy Park" case) brought as a class and derivative action
by limited partners of the named partnerships. The plaintiffs' complaint alleges
that the defendants made false and misleading statements to the limited partners
of the named partnerships in connection with the solicitation of proxies and the
votes of the limited partners on the sales of the Palmdale, California cable
communications system (the "Palmdale System"), the Albuquerque, New Mexico cable
communications system (the "Albuquerque System"), the Littlerock System and the
Calvert County, Maryland cable communications system (the "Calvert County
System") by the named partnerships to Jones Intercable or one of its
subsidiaries in violation of Sections 14 and 20 of the Securities Exchange Act
of 1934, as
amended. The plaintiffs specifically allege that the proxy statements delivered
to the limited partners in connection with the limited partners' votes on these
sales were false, misleading and failed to disclose material facts necessary to
make the statements made not misleading. The plaintiffs' complaint also alleges
that the defendants breached their fiduciary duties to the plaintiffs and to the
other limited partners of the named partnerships and to the named partnerships
in connection with the various sales of the Albuquerque System, the Palmdale
System, the Littlerock System and the Calvert County System to subsidiaries of
Jones Intercable. The complaint alleges that Jones Intercable acquired these
cable communications systems at unfairly low prices that did not accurately
reflect the market values of the systems. The plaintiffs seek on their own
behalf and on behalf of all other limited partners compensatory and nominal
damages, the costs and expenses of the litigation, including reasonable
attorneys' and experts' fees, and punitive and exemplary damages.
In August 1999, Jones Intercable was named a defendant in a case captioned
William Barzler, plaintiff v. Jones Intercable, Inc. and Glenn R. Jones,
defendants and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District Court,
District of Colorado, Civil Action No. 99-B-1604) ("Barzler") brought as a class
and derivative action by a limited partner of the named partnership. The
substance of the Barzler plaintiff's complaint is similar to the allegations
raised in the Gramercy Park case except that it relates only to the sale of the
Littlerock System by the Partnership.
In September 1999, Jones Intercable was named a defendant in a case
captioned Sheryle Trainer, plaintiff v. Jones Intercable, Inc. and Glenn R.
Jones, defendants, and Cable TV Fund 14-B, Ltd., nominal defendant (U.S.
District Court, District of Colorado, Civil Action No. 99-B-1751) ("Trainer")
brought as a class and derivative action by a limited partner of the named
partnership. The substance of the Trainer plaintiff's complaint is similar to
the allegations raised in the Gramercy Park case except that it relates only to
the sale of the Littlerock System by the Partnership.
In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
District of Colorado, Civil Action No. 99-WM-1702) ("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the Schumacher plaintiffs' complaint is similar to the
allegations raised in the Gramercy Park case.
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
Colorado, Civil Action No. 99-B-1778) ("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the Margolin plaintiffs' complaint is similar to the allegations
raised in the Gramercy Park case.
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County Systems because these cases involve common questions of law and fact. The
cases are presented as both class and derivative actions. In June 2001, the
plaintiffs filed a motion for class certification. In August 2001, the General
Partner filed a brief in opposition to plaintiffs' motion for class
certification. In September 2002, the court granted the plaintiffs' motion for
class certification.
On June 25, 2003, the parties agreed to the terms of a settlement of this
litigation and entered into a written settlement agreement, and notice of the
settlement was sent to the limited partners on August 5, 2003. Because these are
class and derivative actions, the settlement must be approved by the court. On
October 14, 2003, the judge issued a Recommendation of United States Magistrate
Judge, in which he recommended to the United States District Court judge that
the settlement be approved. On November 10, 2003, the judge accepted the
recommendation and approved the settlement, but withheld determination of the
reasonableness of the attorneys' fees and costs pending the receipt of further
evidence from the plaintiffs' counsel. Within thirty days of the approval of the
plaintiff's counsel's request for an award of attorneys' fees and costs, Comcast
will cause the Partnership to distribute, pursuant to the distribution
provisions of the Limited Partnership Agreement of the Partnership, the proceeds
received by the Partnership from the settlement.
If and when the settlement is finally approved, the Partnership will then
be dissolved, although no assurance can be given regarding when the dissolution
will take place.
2
All amounts to be paid as a result of the settlement described above are
the responsibility of the General Partner.
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 STOCKHOLDER
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 December 31, 2003, the number of equity security holders in
the Partnership was 15,427.
ITEM 6. SELECTED FINANCIAL DATA
For the Year Ended December 31,
-----------------------------------------------------------------------------
Cable TV Fund 14-B, Ltd. 2003 2002 2001 2000 1999
- ------------------------ ----------- ----------- ------------- ------------- -------------
Revenues................................ $ $ $ $ $237,069
Depreciation and Amortization........... 75,588
Operating Income........................ 19,245
Net (Loss) Income....................... (105,628) (104,502) (159,020) (192,420) 4,890,713 (1)
Net (Loss) Income per Limited
Partnership Unit...................... (.40) (.40) (.61) (.74) 18.70 (1)
Weighted Average Number of Limited
Partnership Units Outstanding...... 261,353 261,353 261,353 261,353 261,353
Limited Partners' Capital............... 9,638 115,266 219,768 378,788 571,208
Total Assets............................ 19,434 124,861 230,893 395,531 571,208
General Partner Advances................ 9,796 9,595 11,125 16,743
(1) Net income resulted primarily from the sale of the Littlerock System by
Cable TV Fund 14-B, Ltd. in January 1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties.
FINANCIAL CONDITION
The only asset of the Partnership at December 31, 2003 was its cash on hand
of approximately $19,000, which will be held in reserve and used to pay the
administrative expenses of the Partnership until it is dissolved. The
Partnership may not have enough cash to reimburse the general partner for all
administrative expenses incurred prior to the dissolution of the Partnership. In
the event that the Partnership's cash supply is inadequate to cover such costs,
the General Partner will be required to pay for any shortfall. In addition, all
amounts to be paid as a result of the settlement of the litigation against the
Partnership are the responsibility of the General Partner (see Item 3 - Legal
Proceedings).
Taking into account all distributions that have been made at December 31,
2003, the Partnership's limited partners have received $432 for each $500
limited partnership interest, or $864 for each $1,000 invested in the
Partnership.
3
RESULTS OF OPERATIONS
The Partnership has sold all of its cable television systems and therefore,
a discussion of the results of operations would not be meaningful.
Administrative and other expense of $106,388, $107,648 and $174,390 incurred in
2003, 2002 and 2001, respectively, primarily related to various costs associated
with the administration of the Partnership. The Partnership is expected to be
dissolved when the remaining litigation against it is concluded. Until that
time, administrative expenses will continue to be incurred.
ITEM 8. FINANCIAL STATEMENTS
The audited financial statements of the Partnership as of December 31, 2003
and 2002 and for the three years in the period ended December 31, 2003 follow.
4
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners of Cable TV Fund 14-B, Ltd.:
We have audited the accompanying balance sheet of Cable TV Fund 14-B, Ltd. (a
Colorado limited partnership) (the "Partnership") as of December 31, 2003 and
2002, and the related statements of operations, partners' capital and cash flows
for the years then ended. These financial statements are the responsibility of
the management of the General Partner, Comcast Cable Communications, LLC. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of Cable TV Fund 14-B, Ltd. for the year
ended December 31, 2001 were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on those financial
statements in their report dated March 26, 2002.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 2003 and 2002 financial statements present fairly, in all
material respects, the financial position of Cable TV Fund 14-B, Ltd. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
As described in Note 3, the administrative expenses of the Partnership are paid
for by the General Partner and are reimbursed by the Partnership. In the event
that the Partnership's cash supply is inadequate to cover such costs, the
General Partner will be required to pay for any shortfall. In addition, all
amounts to be paid as a result of the settlement described in Note 5 are the
responsibility of the General Partner.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
March 29, 2004.
5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------
To the Partners of Cable TV Fund 14-B, Ltd.:
We have audited the accompanying balance sheet of CABLE TV FUND 14-B, Ltd. (a
Colorado limited partnership) as of December 31, 2001 and 2000, and the related
statements of operations, partners' capital and cash flows for each of the three
years in the period ended December 31, 2001. 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 auditing standards generally accepted
in the United States. 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 14-B, Ltd. as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2001, in conformity
with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
March 26, 2002.
NOTE: This Audit Report is a copy of the Report of
Independent Public Accountants from our
December 31, 2001 Annual Report on Form 10-K,
filed March 29, 2002, and has not been
reissued by Arthur Andersen, LLP.
6
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
BALANCE SHEET
December 31,
ASSETS 2003 2002
------ --------------- ---------------
Cash................................................................... $19,434 $124,861
--------------- ---------------
Total assets.................................................. $19,434 $124,861
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates............................................ $9,796 $9,595
--------------- ---------------
Total liabilities............................................. 9,796 9,595
--------------- ---------------
Commitments and Contingencies (Note 5)
PARTNERS' CAPITAL:
General Partner-
Contributed capital................................................. 1,000 1,000
Accumulated deficit................................................. (1,000) (1,000)
--------------- ---------------
--------------- ---------------
Limited Partners-
Net contributed capital (261,353 units outstanding
at December 31, 2003 and 2002)................................ 112,127,301 112,127,301
Distributions....................................................... (112,853,367) (112,853,367)
Accumulated earnings................................................ 735,704 841,332
--------------- ---------------
9,638 115,266
--------------- ---------------
Total liabilities and partners' capital....................... $19,434 $124,861
=============== ===============
See notes to financial statements.
7
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
STATEMENT OF OPERATIONS
Year Ended December 31,
2003 2002 2001
------------- -------------- -------------
OTHER INCOME (EXPENSE):
Interest income............................................ $760 $3,146 $15,370
Administrative expenses and other.......................... (106,388) (107,648) (174,390)
------------- -------------- -------------
NET LOSS...................................................... ($105,628) ($104,502) ($159,020)
============= ============== =============
ALLOCATION OF NET LOSS:
General Partner............................................$ $ $
============= ============== =============
Limited Partners........................................... ($105,628) ($104,502) ($159,020)
============= ============== =============
NET LOSS PER LIMITED PARTNERSHIP UNIT......................... ($0.40) ($0.40) ($0.61)
============= ============== =============
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING.......................................... 261,353 261,353 261,353
============= ============== =============
See notes to financial statements.
8
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
Year Ended December 31,
2003 2002 2001
------------- ------------- -------------
GENERAL PARTNER:
Balance, beginning of year.................................$ $ $
Net income.................................................
------------- ------------- -------------
Balance, end of year.......................................$ $ $
============= ============= =============
LIMITED PARTNERS:
Balance, beginning of year................................. $115,266 $219,768 $378,788
Net loss................................................... (105,628) (104,502) (159,020)
------------- ------------- -------------
Balance, end of year....................................... $9,638 $115,266 $219,768
============= ============= =============
See notes to financial statements.
9
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
STATEMENT OF CASH FLOWS
For the Year Ended December 31,
2003 2002 2001
------------- ------------- --------------
OPERATING ACTIVITIES:
Net loss..................................................... ($105,628) ($104,502) ($159,020)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase (decrease) in advances from affiliates.... 201 (1,530) (5,618)
------------- ------------- --------------
Net cash used in operating activities.............. (105,427) (106,032) (164,638)
Cash, beginning of year......................................... 124,861 230,893 395,531
------------- ------------- --------------
Cash, end of year............................................... $19,434 $124,861 $230,893
============= ============= ==============
See notes to financial statements.
10
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Cable TV Fund 14-B, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on September 9, 1987, under a public program
sponsored by Jones Intercable, Inc. ("Jones Intercable"). The Partnership
was formed to acquire, construct, develop and operate cable television
systems. All cable television systems owned by the Partnership have been
sold.
General Partner
On April 7, 1999, Comcast Holdings Corporation (formerly Comcast
Corporation) ("Comcast") completed the acquisition of a controlling
interest in Jones Intercable, the Partnership's General Partner until March
2, 2000. In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all
of the outstanding shares of Jones Intercable not yet owned by Comcast. On
March 2, 2000, Jones Intercable was merged with and into Comcast JOIN
Holdings, Inc., a wholly owned subsidiary of Comcast. As a result of this
transaction, Jones Intercable no longer exists and Comcast JOIN Holdings,
Inc. continued as the surviving corporation of the merger. On August 1,
2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable
Communications, LLC ("Comcast Cable"), a wholly owned subsidiary of
Comcast. Comcast Cable is now the General Partner of the Partnership.
References in these Notes to "the General Partner" refer to Comcast Cable.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
Balance Sheet and the Statement of Partners' Capital. No limited partner is
obligated to make any additional contribution to partnership capital.
Jones Intercable purchased its general partner interest in the Partnership
by contributing $1,000 to partnership capital. Comcast Cable now owns this
general partner interest.
All profits and losses of the Partnership were allocated 99 percent to the
limited partners and 1 percent to the general partner, except for income or
gain from the sale or disposition of cable television properties, which
were allocated to the partners based upon the formula set forth in the
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. After such time, all profits
and losses are allocated 75% to the limited partners and 25% to the General
Partner. When the General Partner's capital has been reduced to zero, all
profits and losses are allocated 100% to the limited partners.
Taking into account all distributions that have been made at December 31,
2003, the Partnership's limited partners have received $432 for each $500
limited partnership interest, or $864 for each $1,000 invested in the
Partnership.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with accounting principles generally
accepted in the United States of America. The Partnership's tax returns are
also prepared on the accrual basis.
Management's Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
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
11
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Partnership considered all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
3. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
Distribution Ratios and Reimbursements
Any partnership distributions made from cash flow (defined as cash receipts
derived from routine operations, less debt principal and interest payments
and cash expenses) were allocated 99 percent to the limited partners and 1
percent to the General Partner. 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, were made as follows: first, to the limited partners in an
amount which, together with all prior distributions, equaled 125 percent of
the amount initially contributed to the Partnership capital by the limited
partners; the balance, 75 percent to the limited partners and 25 percent to
the General Partner. When the General Partner's capital has been reduced to
zero, all profits and losses are allocated 100% to the limited partners.
All administrative expenses are paid for by the General Partner and are
reimbursed by the Partnership. In addition, the Partnership reimburses its
General Partner for certain allocated administrative expenses. These
expenses represent the salaries and related benefits paid for corporate
personnel, who provide administrative, accounting, tax, legal and investor
relations services to the Partnership. Such services, and their related
costs, are necessary to the administration of the Partnership until the
Partnership is dissolved. Reimbursements made to the General Partner by the
Partnership for these administrative expenses during the years ended
December 31, 2003, 2002 and 2001 were $2,472, $48,338 and $86,673,
respectively. Such charges were included in Administrative expenses and
other in the accompanying Statement of Operations.
The Partnership may not have enough cash to reimburse the general partner
for all administrative expenses incurred prior to the dissolution of the
Partnership. In the event that the Partnership's cash supply is inadequate
to cover such costs, the General Partner will be required to pay for any
shortfall. In addition, all amounts to be paid as a result of the
settlement described in Note 5 are the responsibility of the General
Partner.
4. 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 the
General Partner.
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.
12
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
5. COMMITMENTS AND CONTINGENCIES
Litigation Challenging Jones Intercable's Acquisition of Certain Cable
Systems
In June 1999, Jones Intercable was named a defendant in a case captioned
City Partnership Co., derivatively on behalf of Cable TV Fund 14-B, Ltd.,
plaintiff v. Jones Intercable, Inc., defendant and Cable TV Fund 14-B,
Ltd., nominal defendant (U.S. District Court, District of Colorado, Civil
Action No. 99-WM-1051) (the "City Partnership case") brought by City
Partnership Co., a limited partner of the Partnership. The plaintiff's
complaint alleges that Jones Intercable breached its fiduciary duty to the
plaintiff and to the other limited partners of the Partnership in
connection with the Partnership's sale of the Littlerock System to a
subsidiary of Jones Intercable in January 1999. The complaint alleges that
Jones Intercable acquired the Littlerock System at an unfairly low price
that did not accurately reflect the market value of the Littlerock System.
The plaintiff also alleges that the proxy solicitation materials delivered
to the limited partners of the Partnership in connection with the vote of
the limited partners on the Partnership's sale of the Littlerock System
contained inadequate and misleading information concerning the fairness of
the transaction, which the plaintiff claims caused Jones Intercable to
breach its fiduciary duty of candor to the limited partners and which the
plaintiff claims constituted acts and omissions in violation of Section
14(a) of the Securities Exchange Act of 1934, as amended. Plaintiff also
claims that Jones Intercable breached the contractual provision of the
Partnership's limited partnership agreement requiring that the sale price
be determined by the average of three separate, independent appraisals,
challenging both the independence and the currency of the appraisals. The
complaint finally seeks declaratory injunctive relief to prevent Jones
Intercable from making use of the Partnership's funds to finance Jones
Intercable's defense of this litigation.
In August 1999, Jones Intercable was named a defendant in a case captioned
Gramercy Park Investments, LP, Cobble Hill Investments, LP and Madison/AG
Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc. and
Glenn R. Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund
12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and Cable TV
Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
Colorado, Civil Action No. 99-B-1508) (the "Gramercy Park" case) brought as
a class and derivative action by limited partners of the named
partnerships. The plaintiffs' complaint alleges that the defendants made
false and misleading statements to the limited partners of the named
partnerships in connection with the solicitation of proxies and the votes
of the limited partners on the sales of the Palmdale System, the
Albuquerque, New Mexico cable communications system (the "Albuquerque
System"), the Littlerock, California cable communications system (the
"Littlerock System") and the Calvert County, Maryland cable communications
system (the "Calvert County System") by the named partnerships to Jones
Intercable or one of its subsidiaries in violation of Sections 14 and 20 of
the Securities Exchange Act of 1934, as amended. The plaintiffs
specifically allege that the proxy statements delivered to the limited
partners in connection with the limited partners' votes on these sales were
false, misleading and failed to disclose material facts necessary to make
the statements made not misleading. The plaintiffs' complaint also alleges
that the defendants breached their fiduciary duties to the plaintiffs and
to the other limited partners of the named partnerships and to the named
partnerships in connection with the various sales of the Albuquerque
System, the Palmdale System, the Littlerock System and the Calvert County
System to subsidiaries of Jones Intercable. The complaint alleges that
Jones Intercable acquired these cable communications systems at unfairly
low prices that did not accurately reflect the market values of the
systems. The plaintiffs seek on their own behalf and on behalf of all other
limited partners compensatory and nominal damages, the costs and expenses
of the litigation, including reasonable attorneys' and experts' fees, and
punitive and exemplary damages.
In August 1999, Jones Intercable was named a defendant in a case captioned
William Barzler, plaintiff v. Jones Intercable, Inc. and Glenn R. Jones,
defendants and Cable TV Fund 14-B, Ltd., nominal defendant (U.S. District
Court, District of Colorado, Civil Action No. 99-B-1604) ("Barzler")
brought as a class and derivative action by a limited partner of the named
partnership. The substance of the Barzler plaintiff's complaint is similar
to the allegations raised in the Gramercy Park case except that it relates
only to the sale of the Littlerock System by the Partnership.
13
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
In September 1999, Jones Intercable was named a defendant in a case
captioned Sheryle Trainer, plaintiff v. Jones Intercable, Inc. and Glenn R.
Jones, defendants, and Cable TV Fund 14-B, Ltd., nominal defendant (U.S.
District Court, District of Colorado, Civil Action No. 99-B-1751)
("Trainer") brought as a class and derivative action by a limited partner
of the named partnership. The substance of the Trainer plaintiff's
complaint is similar to the allegations raised in the Gramercy Park case
except that it relates only to the sale of the Littlerock System by the
Partnership.
In September 1999, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs
v. Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund
12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV
Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S.
District Court, District of Colorado, Civil Action No. 99-WM-1702)
("Schumacher") brought as a class and derivative action by three limited
partners of the named partnerships. The substance of the Schumacher
plaintiffs' complaint is similar to the allegations raised in the Gramercy
Park case.
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v.
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund
12-B, Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV
Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S.
District Court, District of Colorado, Civil Action No. 99-B-1778)
("Margolin") brought as a class and derivative action by three limited
partners of the named partnerships. The substance of the Margolin
plaintiffs' complaint is similar to the allegations raised in the Gramercy
Park case.
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and
Calvert County Systems because these cases involve common questions of law
and fact. The cases are presented as both class and derivative actions. In
June 2001, the plaintiffs filed a motion for class certification. In August
2001, the General Partner filed a brief in opposition to plaintiffs' motion
for class certification. In September 2002, the court granted the
plaintiffs' motion for class certification.
On June 25, 2003, the parties agreed to the terms of a settlement of this
litigation and entered into a written settlement agreement, and notice of
the settlement was sent to the limited partners on August 5, 2003. Because
these are class and derivative actions, the settlement must be approved by
the court. On October 14, 2003, the judge issued a Recommendation of United
States Magistrate Judge, in which he recommended to the United States
District Court judge that the settlement be approved. On November 10, 2003,
the judge accepted the recommendation and approved the settlement, but
withheld determination of the reasonableness of the attorneys' fees and
costs pending the receipt of further evidence from the plaintiffs' counsel.
Within thirty days of the approval of the plaintiff's counsel's request for
an award of attorneys' fees and costs, Comcast will cause the Partnership
to distribute, pursuant to the distribution provisions of the Limited
Partnership Agreement of the Partnership, the proceeds received by the
Partnership from the settlement.
If and when the settlement is finally approved, the Partnership will then
be dissolved, although no assurance can be given regarding when the
dissolution will take place.
All amounts to be paid as a result of the settlement described above are
the responsibility of the General Partner.
14
CABLE TV FUND 14-B, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Concluded)
6. UNAUDITED SUPPLEMENTARY DATA
Selected unaudited quarterly financial information is presented below:
First Second Third Fourth Total
2003 Quarter Quarter Quarter Quarter Year
- ---- ------------- ----------- ----------- ----------- -----------
Net loss.................................. ($20,560) ($35,673) ($22,400) ($26,995) ($105,628)
Net loss per limited partnership unit..... (.08) (.14) (.09) (.09) (.40)
Weighted average number of limited
partnership units outstanding........ 261,353 261,353 261,353 261,353 261,353
First Second Third Fourth Total
2002 Quarter Quarter Quarter Quarter Year
- ---- ------------- ----------- ----------- ----------- -----------
Net loss.................................. ($14,635) ($42,556) ($19,005) ($28,306) ($104,502)
Net loss per limited partnership unit..... (.06) (.16) (.07) (.11) (.40)
Weighted average number of limited
partnership units outstanding........ 261,353 261,353 261,353 261,353 261,353
15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A CONTROLS AND PROCEDURES
Our chief executive officer and our co-chief financial officers, after
evaluating the effectiveness of our disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or
15d-15(e)) as of the end of the period covered by this report, have
concluded, based on the evaluation of these controls and procedures
required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, that our
disclosure controls and procedures were adequate and designed to ensure
that material information relating to us and our consolidated
[subsidiaries] would be made known to them by others within those entities.
Changes in internal control over financial reporting. There were no changes
in our internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15
or 15d-15 that occurred during our last fiscal quarter that have materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
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 as of
December 31, 2003 is set forth below. Directors of the General Partner serve
until the next annual meeting of the General Partner and until their successors
shall be elected and qualified.
Brian L. Roberts was named Chairman of the General Partner's Board of
Directors in November 2002. Mr. Roberts had served as Vice Chairman of the
General Partner's Board of Directors since April 1999. Mr. Roberts has served as
the President and as a director of Comcast for more than five years. As of
December 31, 2003, Mr. Roberts has sole voting power over approximately 33 1/3%
of the combined voting power of Comcast Corporation's two classes of voting
common stock. Mr. Roberts is the Chief Executive Officer of the General Partner
and of Comcast Corporation. He is also a director of The Bank of New York
Company, Inc. He is 44 years old.
Lawrence S. Smith has served as Executive Vice President and a director of
the General Partner since April 1999. Mr. Smith has served as an Executive Vice
President of Comcast for more than five years. Mr. Smith is the Co-Chief
Financial Officer of the General Partner and of Comcast Corporation. He is 56
years old.
John R. Alchin has served as Executive Vice President and Treasurer of the
General Partner since January 2000. Prior to that time, Mr. Alchin served as a
Senior Vice President and Treasurer and a director of the General Partner since
April 1999. Mr. Alchin was named an Executive Vice President of Comcast in
January 2000. Prior to that time, he served as a Senior Vice President and
Treasurer of Comcast for more than five years. Mr. Alchin is the Co-Chief
Financial Officer of the General Partner and of Comcast Corporation. He is 55
years old.
David L. Cohen joined Comcast in July 2002 as Executive Vice President.
Prior to that time, he was Partner in, and Chairman of, the law firm of Ballard
Spahr Andrews & Ingersoll, LLP for more than five years. Mr. Cohen is a director
of the General Partner. He is 48 years old.
Arthur R. Block was named a director of the General Partner's Board of
Directors in November 2002. Mr. Block has served as a Senior Vice President and
General Counsel for Comcast since January 2000. Prior to January 2000, Mr. Block
served as Vice President and Senior Deputy General Counsel of Comcast for more
than five years. Mr. Block also was named Secretary of Comcast Corporation in
November 2002. He is 49 years old.
Lawrence J. Salva was named Controller of Comcast Corporation in November
2002. Mr. Salva joined Comcast in January 2000 as Senior Vice President and
Chief Accounting Officer. Prior to that time, Mr. Salva was a national
16
accounting consulting partner in the public accounting firm of
PricewaterhouseCoopers for more than five years. Mr. Salva is a Senior Vice
President of the General Partner. He is 47 years old.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required
to administer the financial, tax and legal affairs of the Partnership and to
maintain the books and records of the Partnership. Such personnel are employed
by the General Partner and, pursuant to the terms of the limited partnership
agreement of the Partnership, the costs of such employment are charged by the
General Partner to the Partnership. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
As of December 31, 2003, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership reimburses its general partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
benefits paid to corporate personnel. Such personnel provide administrative,
tax, accounting, legal and investor relations services to the Partnership. The
Partnership will continue to reimburse its general partner for actual time spent
on Partnership business by employees of Comcast until the Partnership either is
liquidated and dissolved or exhausts its cash supply. During the years ended
December 31, 2003, 2002 and 2001, such reimbursements totaled $2,472, $48,338
and $86,673, respectively.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP for professional services
rendered for the audit of the Partnership's annual financial statements included
in this annual report on Form 10-K for the fiscal years ended December 31, 2003
and 2002 and for the reviews of the financial statements included in the
Partnership's quarterly reports on Form 10-Q for those fiscal years totaled
approximately $13,000 for each fiscal year.
Audit-Related and All Other Fees
There were no other audit-related fees or other services rendered by our
principal accountant during the fiscal years ended December 31, 2003 and 2002.
The Partnership itself has no Board of Directors or Audit Committee. The Audit
Committee of the sole indirect shareholder of the General Partner, Comcast
Corporation, pre-approves all audit and non-audit services provided by its
independent auditors prior to the engagement of the independent auditors with
respect to such services, including the audit fees of the Partnership.
17
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following financial statements of ours are included in Part II, Item 8:
Independent Auditors' Reports ........................................................5
Balance Sheet--December 31, 2003 and 2002.............................................7
Statement of Operations--Years Ended December 31, 2003, 2002 and 2001.................8
Statement of Partners' Capital--Years Ended December 31, 2003, 2002 and 2001..........9
Statement of Cash Flows--Years Ended December 31, 2003, 2002 and 2001................10
Notes to Financial Statements .......................................................11
(b) The following financial statement schedules required to be filed by Items 8
and 14(d) of Form 10-K are included in Part IV:
None.
(c) Reports on Form 8-K:
None.
(d) Exhibits filed herewith:
4.1 Limited Partnership Agreement for Cable TV Fund 14-B, Ltd
(incorporated by reference from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987).
31 Certifications of Chief Executive Officer and Co-Chief Financial
Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certifications of Chief Executive Officer and Co-Chief Financial
Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
18
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 in Philadelphia,
Pennsylvania.
CABLE TV FUND 14-B, LTD.,
a Colorado limited partnership
By: Comcast Cable Communications, LLC,
a Delaware limited liability corporation,
its General Partner
By: /s/ Brian L. Roberts
-------------------------------------------
Brian L. Roberts
Dated: March 30, 2004 Chairman; Director
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/ Brian L. Roberts
-------------------------------------------
Brian L. Roberts
Chairman; Director
Dated: March 30, 2004 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
-------------------------------------------
Lawrence S. Smith
Dated: March 30, 2004 Executive Vice President; Director
(Co-Principal Financial Officer)
By: /s/ John R. Alchin
-------------------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 30, 2004 (Co-Principal Financial Officer)
By: /s/ David L. Cohen
-------------------------------------------
David L. Cohen
Dated: March 30, 2004 Executive Vice President; Director
By: /s/ Arthur R. Block
-------------------------------------------
Arthur R. Block
Senior Vice President; General Counsel;
Secretary
Dated: March 30, 2004 Director
By: /s/ Lawrence J. Salva
-------------------------------------------
Lawrence J. Salva
Senior Vice President and Controller
Dated: March 30, 2004 (Principal Accounting Officer)
19