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, 2002
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: 0-15378
CABLE TV FUND 14-A, LTD.
(Exact name of registrant as specified in its charter)
Colorado 84-1024657
- ---------------------------------------- ---------------------------------
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-A, LTD.
2002 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..................................... 2
PART II
Item 5 Market for the Registrant's Common Stock and Related Security Holder 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.... 15
PART III
Item 10 Directors and Executive Officers of the Registrant...................................... 15
Item 11 Executive Compensation.................................................................. 15
Item 12 Security Ownership of Certain Beneficial Owners and Managers............................ 15
Item 13 Certain Relationships and Related Transactions.......................................... 16
Item 14 Controls and Procedures................................................................. 16
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K......................... 16
SIGNATURES......................................................................................... 17
CERTIFICATIONS..................................................................................... 18
This Annual Report on Form 10-K is for the year ended December 31,
2002. 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-A, Ltd. (the "Partnership") is a Colorado
limited partnership. Comcast Cable Communications, Inc. ("Comcast Cable"), a
Delaware 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 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, 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, 2002, the Partnership did not own any cable television
systems.
ITEM 3. LEGAL PROCEEDINGS
Litigation Challenging Jones Intercable's Acquisition of Certain Cable
Systems
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, 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 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.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend these lawsuits vigorously. In
addition, all amounts to be paid, if any, as a result of the litigation
described above are the responsibility of the General Partner, subject to any
indemnification rights of the General Partner pursuant to the terms of the
limited partnership agreements.
Litigation Relating to Limited Partnership List Requests
The Partnership was a defendant in a case captioned Everest Cable
Investors, LLC, et al., plaintiffs v. Jones Intercable, Inc., et al., defendants
(Superior Court, Los Angeles County, State of California, Case No. BC 213632)
originally filed in July 1999. Plaintiffs alleged that certain of them formed a
venture to acquire limited partnership interests in the Partnership and that
plaintiffs were frustrated in this purpose by Jones Intercable's alleged refusal
to provide plaintiffs with a list of the names and addresses of the limited
partners of the Partnership. Plaintiffs alleged that their failure to obtain the
partnership list prevented them from making a tender offer for the Partnership's
limited partnership interests causing them economic loss. None of the plaintiffs
is a limited partner of the Partnership but one of the plaintiffs alleged that
it held a power of attorney from a limited partner of the Partnership. The trial
court found that a holder of a power of attorney is not a real party in interest
capable of suing on the rights of the principal and thus dismissed the case
against the Partnership. The plaintiffs chose not to appeal this ruling of the
trial court and thus the Partnership is no longer a party to this litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
2
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 December 31, 2002, the number of equity security holders in
the Partnership was 11,219.
ITEM 6. SELECTED FINANCIAL DATA
For the Year Ended December 31,
-------------------------------------------------------------------------------
Cable TV Fund 14-A, Ltd. 2002 2001 2000 1999 1998
------------- -------------- ------------- -------------- -------------
Revenues................................$ $ $ $9,552,731 $23,458,429
Depreciation and Amortization........... 3,386,239 8,662,922
Operating Loss ......................... (1,821,096) (3,048,163)
Equity in Net Income of Cable
Television Joint Venture........... 22,599,271
Net Income (Loss)....................... (49,667) 64,353 433,536 49,772,176 (1) 18,214,158 (2)
Net Income (Loss) per Limited...........
Partnership Unit...................... (.23) .30 2.03 276.97 (1) 113.54 (2)
Weighted Average Number of Limited......
Partnership Units Outstanding...... 160,000 160,000 160,000 160,000 160,000
General Partner's Capital (Deficit) 442,875 455,292 2,314,204 2,205,820 (24,635)
Limited Partners' Capital............... 1,328,627 1,365,877 6,942,612 6,617,460 11,949,739
Total Assets............................ 2,411,510 2,459,801 9,955,311 19,839,463 38,472,721
Debt.................................... 23,432,210
Advances from Affiliates................ 7,508 6,132 40,656 6,205,737 365,829
(1) Net income resulted primarily from the sales of the cable television system
serving Buffalo, Minnesota (the "Buffalo System") in March 1999, the cable
television system serving Naperville, Illinois (the "Naperville System") in
May 1999 and the cable television system serving Calvert County, Maryland
(the "Calvert County System") in July 1999 by Cable TV Fund 14-A, Ltd.
(2) Net income resulted primarily from the sale of the cable television system
serving Broward County, Florida (the Broward System) in March 1998 by Cable
TV Fund 14-A/B Venture.
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, 2002 was its cash on hand
of approximately $2,412,000, which will be held in reserve and used to pay the
administrative expenses of the Partnership until it is dissolved. The
Partnership distributed $7,500,000 of its cash on hand to its partners on March
15, 2001. The limited partners received $5,625,000 and the General Partner
received a general partner distribution of $1,875,000. 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, if any, as a result of the pending litigation against the Partnership
are the responsibility of the General Partner, subject to any indemnification
rights of the General Partner pursuant to the terms of the limited partnership
agreements (see Item 3 - Legal Proceedings).
3
Taking into account all distributions that had been made at December 31,
2002, the Partnership's limited partners have received $721 for each $500
limited partnership interest, or $1,442 for each $1,000 invested in the
Partnership.
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. Interest
income of $32,538, $200,661 and $699,961, in 2002, 2001 and 2000, respectively,
was earned on the cash balance on hand. Administrative and other expense, net of
$82,205, $136,308 and $266,425 incurred in 2002, 2001 and 2000, 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, 2002
and 2001 and for the three years in the period ended December 31, 2002 follow.
4
INDEPENDENT AUDITORS' REPORT
To the Partners of Cable TV Fund 14-A, Ltd.:
We have audited the accompanying balance sheet of Cable TV Fund 14-A, Ltd.
(a Colorado limited partnership) as of December 31, 2002, and the related
statements of operations, partners' capital and cash flows for the year ended
December 31, 2002. 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 audit. The financial statements of Cable
TV Fund 14-A, Ltd. as of December 31, 2001 and the years ended December 31, 2001
and 2000 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 audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the 2002 financial statements present fairly, in all
material respects, the financial position of Cable TV Fund 14-A, Ltd. as of
December 31, 2002, and the results of their operations and their cash flows for
the year 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, if any, as a result of the litigation described in Note 5
are the responsibility of the General Partner, subject to any indemnification
rights of the General Partner pursuant to the terms of the limited partnership
agreements.
Deloitte and Touche LLP
Philadelphia, Pennsylvania
January 31, 2003
5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Cable TV Fund 14-A, Ltd.:
We have audited the accompanying balance sheet of CABLE TV FUND 14-A, 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-A, 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-A, LTD.
(A Limited Partnership)
BALANCE SHEET
December 31,
ASSETS 2002 2001
---------------- ---------------
Cash.................................................................. $2,411,510 $2,455,898
Interest receivable................................................... 3,903
---------------- ---------------
Total assets............................................ $2,411,510 $2,459,801
================ ===============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Advances from affiliates......................................... $7,508 $6,132
Accounts payable and accrued liabilities......................... 632,500 632,500
---------------- ---------------
Total liabilities....................................... 640,008 638,632
---------------- ---------------
Commitments and Contingencies (Note 5)
PARTNERS' CAPITAL:
General Partner-
Contributed capital.............................................. 1,000 1,000
Distributions.................................................... (5,101,517) (5,101,517)
Accumulated earnings............................................. 5,543,392 5,555,809
---------------- ---------------
442,875 455,292
---------------- ---------------
Limited Partners-
Net contributed capital (160,000 units outstanding
at December 31, 2002 and 2001)............................... 68,722,000 68,722,000
Distributions.................................................... (115,304,552) (115,304,552)
Accumulated earnings............................................. 47,911,179 47,948,429
---------------- ---------------
1,328,627 1,365,877
---------------- ---------------
Total liabilities and partners' capital.................. $2,411,510 $2,459,801
================ ===============
See notes to financial statements.
7
CABLE TV FUND 14-A, LTD.
(A Limited Partnership)
STATEMENT OF OPERATIONS
Year Ended December 31,
2002 2001 2000
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest income.......................................... $32,538 $200,661 $699,961
Administrative expenses and other, net................... (82,205) (136,308) (266,425)
------------- ------------- -------------
NET INCOME (LOSS) ............................................ ($49,667) $64,353 $433,536
============= ============= =============
ALLOCATION OF NET INCOME (LOSS):
General Partner.......................................... ($12,417) $16,088 $108,384
============= ============= =============
Limited Partners......................................... ($37,250) $48,265 $325,152
============= ============= =============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT.............................................. ($0.23) $0.30 $2.03
============= ============= =============
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING........................................ 160,000 160,000 160,000
============= ============= =============
See notes to financial statements.
8
CABLE TV FUND 14-A, LTD.
(A Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
Year Ended December 31,
2002 2001 2000
------------- ------------- -------------
GENERAL PARTNER:
Balance, beginning of year............................... $455,292 $2,314,204 $2,205,820
Net income (loss)........................................ (12,417) 16,088 108,384
Distribution............................................. (1,875,000)
------------- ------------- -------------
Balance, end of year..................................... $442,875 $455,292 $2,314,204
============= ============= =============
LIMITED PARTNERS:
Balance, beginning of year............................... $1,365,877 $6,942,612 $6,617,460
Net income (loss)........................................ (37,250) 48,265 325,152
Distribution............................................. (5,625,000)
------------- ------------- -------------
Balance, end of year..................................... $1,328,627 $1,365,877 $6,942,612
============= ============= =============
See notes to financial statements.
9
CABLE TV FUND 14-A, LTD.
(A Limited Partnership)
STATEMENT OF CASH FLOWS
For the Year Ended December 31,
2002 2001 2000
------------- ------------- --------------
OPERATING ACTIVITIES:
Net income (loss).......................................... ($49,667) $64,353 $433,536
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Decrease in interest receivable, deposits, prepaid
expenses and other assets..................... 3,903 46,990 113,994
Decrease in accounts payable and accrued
liabilities and subscriber prepayments............. (25,339) (926,090)
Increase (decrease) in advances from affiliates........ 1,376 (34,524) (6,165,081)
------------- ------------- --------------
Net cash (used in) provided by operating activities.... (44,388) 51,480 (6,543,641)
------------- ------------- --------------
FINANCING ACTIVITIES:
Distribution to General Partner............................ (1,875,000)
Distribution to limited partners........................... (5,625,000)
Distribution to Jones Intercable........................... (3,226,517)
------------- ------------- --------------
Net cash used in financing activities.................. (7,500,000) (3,226,517)
------------- ------------- --------------
Decrease in cash................................................ (44,388) (7,448,520) (9,770,158)
Cash, beginning of year......................................... 2,455,898 9,904,418 19,674,576
------------- ------------- --------------
Cash, end of year............................................... $2,411,510 $2,455,898 $9,904,418
============= ============= ==============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid.............................................. $ $ $23,502
============= ============= ==============
See notes to financial statements.
10
CABLE TV FUND 14-A, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Cable TV Fund 14-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on February 6, 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, Inc. ("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.
The General Partner shares corporate offices with Comcast at 1500 Market
Street, Philadelphia, Pennsylvania 19102-2148.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
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 loses are allocated 75% to the limited partners and 25% to the General
Partner.
Taking into account all distributions that had been made at December 31,
2002, the Partnership's limited partners have received $721 for each $500
limited partnership interest, or $1,442 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
11
CABLE TV FUND 14-A, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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) are 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, will be 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.
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, 2002, 2001 and 2000 were $36,073, $82,910 and $109,383,
respectively. Such charges were included in Administrative expenses and
other, net 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, if any, as a result of the
litigation 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-A, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
5. COMMITMENTS AND CONTINGENCIES
Litigation Challenging Jones Intercable's Acquisition of Certain Cable
Systems
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 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.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges
13
CABLE TV FUND 14-A, LTD.
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (Continued)
to the plaintiffs' claims for damages, and the General Partner intends to
defend these lawsuits vigorously. As discussed in Note 3, all amounts to be
paid, if any, in connection with this litigation are the responsibility of
the General Partner, subject to any indemnification rights of the General
Partner pursuant to the terms of the limited partnership agreements.
Litigation Relating to Limited Partnership List Requests
The Partnership was a defendant in a case captioned Everest Cable
Investors, LLC, et al., plaintiffs v. Jones Intercable, Inc., et al,
defendants (Superior Court, Los Angeles County, State of California, Case
No. BC 213632) originally filed in July 1999. Plaintiffs alleged that
certain of them formed a venture to acquire limited partnership interests
in the Partnership and that plaintiffs were frustrated in this purpose by
Jones Intercable's alleged refusal to provide plaintiffs with a list of the
names and addresses of the limited partners of the Partnership. Plaintiffs
alleged that their failure to obtain the partnership list prevented them
from making a tender offer for the Partnership's limited partnership
interests causing them economic loss. None of the plaintiffs is a limited
partner of the Partnership but one of the plaintiffs alleged that it held a
power of attorney from a limited partner of the Partnership. The trial
court found that a holder of a power of attorney is not a real party in
interest capable of suing on the rights of the principal and thus dismissed
the case against the Partnership. The plaintiffs chose not to appeal this
ruling of the trial court and thus the Partnership is no longer a party to
this litigation.
6. UNAUDITED SUPPLEMENTARY DATA
Selected unaudited quarterly financial information is presented below:
First Second Third Fourth Total
2002 Quarter Quarter Quarter Quarter Year
----------- ----------- ----------- ----------- -----------
Net loss.................................. ($10,480) ($23,270) ($4,007) ($11,910) ($49,667)
Net loss per limited partnership unit..... (.05) (.11) (.02) (.05) (.23)
Weighted average number of limited
partnership units outstanding........ 160,000 160,000 160,000 160,000 160,000
First Second Third Fourth Total
2001 Quarter Quarter Quarter Quarter Year
----------- ----------- ----------- ----------- -----------
Net income (loss)......................... $132,679 ($52,436) $365 ($16,255) $64,353
Net income (loss) per limited partnership
unit...................................... .62 (.25) (.07) .30
Weighted average number of limited
partnership units outstanding........ 160,000 160,000 160,000 160,000 160,000
14
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 as of
December 31, 2002 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, 2002, 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 43 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 55
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 54
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 47 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 48 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
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 46 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 MANAGERS
As of December 31, 2002, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
15
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 is
liquidated and dissolved. During the years ended December 31, 2002, 2001 and
2000, such reimbursements totaled $36,073, $82,910 and $109,383, respectively.
PART IV.
ITEM 14. CONTROLS AND PROCEDURES
(a) 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-14(c) and 15d-14(c)) as of a date (the "Evaluation Date") within
90 days before the filing date of this annual report, have concluded that
as of the Evaluation Date, 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.
(b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could
significantly affect our internal controls and procedures subsequent to the
Evaluation Date.
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, 2002 and 2001......................7
Statement of Operations--
Years Ended December 31, 2002, 2001 and 2000...................8
Statement of Partners' Capital--
Years Ended December 31, 2002, 2001 and 2000...................9
Statement of Cash Flows--
Years Ended December 31, 2002, 2001 and 2000..................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:
We filed a Current Report on Form 8-K under Items 4 and 7 (c) dated
June 24, 2002 announcing a change in the Partnership's certifying
accountant.
(d) Exhibits filed herewith:
4.1 Limited Partnership Agreement for Cable TV Fund 14-A, Ltd
(incorporated by reference from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987).
16
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-A, LTD.,
a Colorado limited partnership
By: Comcast Cable Communications, Inc.,
a Delaware corporation, its General Partner
By: /s/ Brian L. Roberts
----------------------------------------------------
Brian L. Roberts
Dated: March 28, 2003 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 28, 2003 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
----------------------------------------------------
Lawrence S. Smith
Dated: March 28, 2003 Executive Vice President; Director
(Co-Principal Financial Officer)
By: /s/ John R. Alchin
----------------------------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 28, 2003 (Co-Principal Financial Officer)
By: /s/ David L. Cohen
----------------------------------------------------
David L. Cohen
Dated: March 28, 2003 Executive Vice President; Director
By: /s/ Arthur R. Block
----------------------------------------------------
Arthur R. Block
Senior Vice President; General Counsel; Secretary;
Dated: March 28, 2003 Director
By: /s/ Lawrence J. Salva
----------------------------------------------------
Lawrence J. Salva
Senior Vice President
Dated: March 28, 2003 (Principal Accounting Officer)
17
CERTIFICATIONS
I, Brian L. Roberts, certify that:
1. I have reviewed this annual report on Form 10-K of Cable TV Fund 14-A,
Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ Brian L. Roberts
- --------------------------------------------
Name: Brian L. Roberts
Chief Executive Officer
18
I, Lawrence S. Smith, certify that:
1. I have reviewed this annual report on Form 10-K of Cable TV Fund 14-A,
Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ Lawrence S. Smith
- -------------------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer
19
I, John R. Alchin, certify that:
1. I have reviewed this annual report on Form 10-K of Cable TV Fund 14-A,
Ltd.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 28, 2003
/s/ John R. Alchin
- --------------------------------------------
Name: John R. Alchin
Co-Chief Financial Officer
20