AMERICAN CABLE TV INVESTORS 5 LTD - 10-K Annual Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____

Commission File No. 0-16784

AMERICAN CABLE TV INVESTORS 5, LTD.
----------------------------------------------------------
(Exact name of Registrant as specified in its charter)

State of Colorado 84-1048934
----------------------------------------- -----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

188 Inverness Drive West
Englewood, Colorado 80112
------------------------------------------ -----------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (720) 875-4000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
200,005 Limited Partnership Units Sold to Investors at
$500 per Unit

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 of the Securities Exchange Act of 1934
during the preceding 12 months; and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [ ]

State the aggregate market value of the voting stock held by
non-affiliates of the Registrant. N/A

AMERICAN CABLE TV INVESTORS 5, LTD.
2001 ANNUAL REPORT ON FORM 10-K

Table of Contents

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

PART I.

Item 1. Business.

(a) General Development of Business

American Cable TV Investors 5, Ltd. ("ACT 5" or the "Partnership") is a
Colorado limited partnership that was formed in December of 1986 for the purpose
of acquiring, developing and operating cable television systems. The
Partnership's general partner is IR-TCI Partners V, L.P. ("IR-TCI" or the
"General Partner"), a Colorado limited partnership. At December 31, 2001, the
general partner of IR-TCI was TCI Ventures Five, Inc. ("TCIV 5"), a subsidiary
of TCI Cablevision Associates, Inc. ("Cablevision"). The limited partner of
IR-TCI is Cablevision Equities VI, a limited partnership whose partners are
certain former officers and key employees of the predecessor of Cablevision.
Cablevision is an indirect subsidiary of AT&T Broadband, LLC ("AT&T Broadband"),
and is the managing agent of the Partnership. AT&T Broadband is a subsidiary of
AT&T Corp.

In its public offering that was conducted from May of 1987 to February
of 1989, the Partnership sold 200,005 limited partnership units at a price of
$500 per unit ("Unit").

The Partnership had a 40% ownership interest in Newport News
Cablevision Associates, L.P., and its subsidiary Newport News Cablevision, Ltd.
(collectively, "Newport News"). Newport News owned and operated the cable system
located in and around Newport News, Virginia (the "Newport News System").
American Cable TV Investors 4, Ltd., an affiliate, owned the 60% majority
interest in Newport News. The Newport News System was sold to an unaffiliated
third party for cash proceeds of $121,886,000 on January 1, 1996 (the "Newport
News Sale"). The Partnership's share of the cash proceeds from the sale of the
Newport News System was used to fund a distribution to ACT 5's limited partners
("Limited Partners") of $165 per Unit in 1996.

During 1997, ACT 5 sold three of its cable television systems in three
separate transactions. The cable television systems were located in and around
(i) Shelbyville and Manchester, Tennessee (the "Southern Tennessee System"),
(ii) St. Mary's County, Maryland (the "St. Mary's System") and (iii) Lower
Delaware (the "Lower Delaware System") (collectively, the "1997 Sales
Transactions"). The 1997 Sales Transactions were approved by the Limited
Partners at a special meeting that occurred on March 26, 1997. The cash proceeds
from the 1997 Sales Transactions were used to fund a distribution to the Limited
Partners of $370 per Unit in 1997.

I-1

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

General Development of Business (continued)

On December 7, 1999, the Partnership consummated the sale of its remaining cable
television system serving subscribers located in and around Riverside,
California (the "Riverside System") to Century Exchange LLC ("Century"), a
subsidiary of Adelphia Communications Corporation, for an adjusted sales price
of $33,399,000 (the "Riverside Sale"). The Riverside Sale was approved by the
Limited Partners at a special meeting that occurred on December 11, 1998. In
connection with the Riverside Sale, Century and the Partnership waived the
condition to closing that all required consents be obtained prior to closing the
Riverside Sale, as such condition related to the transfer to Century of the
franchise agreement between the Partnership and the City of Moreno Valley. The
franchise agreement authorizes the Partnership to provide cable television
service to subscribers located in and around Moreno Valley, California (the
"Moreno Franchise Agreement"). Accordingly, all of the Riverside System's cable
television assets other than the Moreno Franchise Agreement were transferred to
Century on December 7, 1999. In connection with the Riverside Sale, the
Partnership entered into a management agreement with Century pursuant to which
Century would be entitled to all net cash flows generated by the portion of the
Riverside System that was subject to the Moreno Franchise Agreement until such
time as the City of Moreno Valley approved the transfer of the Moreno Franchise
Agreement from the Partnership to Century. On December 18, 2001, the City of
Moreno Valley approved the transfer of the Moreno Valley Franchise Agreement to
Century. The settlement and transfer requires a payment of $500,000 from Century
to the City of Moreno Valley and releases the Partnership from any liability.

On December 7, 1999, AT&T Broadband and Century contributed cable
television systems to a joint venture (the "Joint Venture") that combined
multiple cable television systems in Southern California. The Riverside System
was among those systems that was contributed to the Joint Venture by Century.
AT&T Broadband has an approximate 25% interest in the Joint Venture, which is
managed by Century. AT&T Broadband, through certain of its subsidiaries, owns a
100% ownership interest in IR-TCI.

In connection with the Riverside Sale, the Partnership made a
distribution to its General Partner and Limited Partners of $410,000 and
$40,601,000 ($203 per Unit for Limited Partners of record as of April 1, 2000),
respectively, in April 2000.

I-2

As a result of the Riverside Sale, the Partnership is no longer
actively engaged in the cable television business. A final determination of the
Partnership's liabilities and any liquidating distributions cannot be made in
connection with the Partnership's dissolution until the contingencies described
in note 4 to the accompanying financial statements are resolved. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

(b) Financial Information about Industry Segments

Not applicable.

(c) Narrative Description of Business

Not meaningful.

(d) Financial Information about Foreign and Domestic Operations and Export
Sales

Not applicable.

Item 2. Properties.

Not meaningful.

Item 3. Legal Proceedings.

City Partnership Co. on behalf of itself and all others similarly
situated and derivatively on behalf of American Cable TV Investors 5, Ltd., a
Colorado limited partnership, plaintiff v. IR-TCI Partners V, L.P., TCI Ventures
Five, Inc., Tele-Communications, Inc., Lehman Brothers, Inc. and Jack Langer,
Defendants, and American Cable TV Investors 5, Ltd., a Colorado limited
partnership, nominal defendants. On November 2, 1999 this action was filed in
the United States District Court for the District of Colorado, Civil Action No.
99-N-2122. The Partnership was served in this action on December 6, 1999. This
purported class action and derivative action asserts claims against the Company
for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of
1934 and breach of fiduciary duty in connection with the sale of the Riverside
System to Century Exchange LLC. On February 10, 2000, the Defendants filed
motions to dismiss Plaintiff's complaint. On September 28, 2000, the Court
dismissed the Plaintiff's complaint for failing to plead the Federal Securities
Act claim properly. On October 13, 2000, the Plaintiff served an amended
complaint to the Defendants and on November 13, 2000, Defendants filed motions
to dismiss the amended complaint. On May 18, 2001, the Court denied the
Defendant's motion to dismiss the complaint. A trial date has not yet been set.
Based upon the limited facts available, management believes that, although no
assurance can be given as to the outcome of this action, the ultimate
disposition should not have a material adverse effect upon the financial
condition of the Partnership.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

I-3

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

PART II.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

In its public offering that was conducted from May 1987 to February
1989, the Partnership sold 200,005 Units to the public at a price of $500 per
Unit. At December 31, 2001, there were approximately 11,217 Unit holders.

Although the Units are freely transferable, no public trading market
for the Units exists. To the extent that an informal or secondary market exists,
the Limited Partners may only be able to sell Units at a substantial discount
from the Units' proportionate share of the estimated market value of the
underlying net assets of the Partnership.

The Partnership used most of its share of the net proceeds from the
Newport News Sale to make distributions in 1996 to Presidio Capital Corp. (a
former general partner of the general partner), TCIV 5 and the Limited Partners
of $67,000, $266,000 and $33,001,000 ($165 per Unit for Limited Partners of
record as of January 1, 1996), respectively. The Partnership used most of the
net proceeds from the sale of the Southern Tennessee, St. Mary's and Lower
Delaware Systems to make distributions in 1997 to Presidio, TCIV 5 and the
Limited Partners of $149,000, $598,000 and $74,002,000 ($370 per Unit for
Limited Partners of record as of July 1, 1997), respectively.

The Partnership used most of the net proceeds from the Riverside Sale
to make a distribution to its General Partner and Limited Partners of $410,000
and $40,601,000 ($203 per unit for Limited Partners of record as of April 1,
2000), respectively, in April 2000.

Item 6. Selected Financial Data.

Selected financial data related to the Partnership's financial
condition and results of operations for the five years ended December 31, 2001
are summarized as follows (such information should be read in conjunction with
the Partnership's financial statements included elsewhere herein):

SUMMARY BALANCE SHEET DATA:

II-1

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

SUMMARY STATEMENT OF OPERATIONS DATA:

- ----------

(1) The December 31, 1999 summary balance sheet and summary statement of
operations data reflect the effect of the Riverside Sale. As a result of
the Riverside Sale, the Partnership's statement of operations for the year
ended December 31, 1999 includes eleven months of operating results for the
Riverside System. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - General".

(2) The December 31, 1997 summary balance sheet data and summary statement of
operations data for the year ended December 31, 1997 reflect the effects of
the 1997 Sales Transactions. As a result of the 1997 Sales Transactions,
the Partnership's statement of operations for the year ended December 31,
1997 includes (i) three months of operating results for the Southern
Tennessee and St. Mary's Systems, (ii) six months of operating results for
the Lower Delaware System and (iii) twelve months of operating results for
the Riverside System. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - General".

(3) The Partnership recorded an adjustment to the gain on the Riverside Sale of
$66,000 during the second quarter of 2000.

II-2

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

General

Asset Sales. On December 7, 1999, the Partnership consummated the sale
of its remaining cable television system serving subscribers located in and
around Riverside, California to Century for an adjusted sales price of
$33,399,000. The Riverside Sale was approved by the Limited Partners at a
special meeting that occurred on December 11, 1998. In connection with the
Riverside Sale, Century and the Partnership waived the condition to closing that
all required consents be obtained prior to closing the Riverside Sale, as such
condition related to the transfer to Century of the franchise agreement between
the Partnership and the City of Moreno Valley that authorizes the Partnership to
provide cable television service to subscribers located in and around Moreno
Valley, California. Accordingly, all of the Riverside System's cable television
assets other than the Moreno Franchise Agreement were transferred to Century on
December 7, 1999. In connection with the Riverside Sale, the Partnership entered
into a management agreement with Century pursuant to which Century would be
entitled to all net cash flows generated by the portion of the Riverside System
that was subject to the Moreno Franchise Agreement until such time as the City
of Moreno Valley approved the transfer of the Moreno Franchise Agreement from
the Partnership to Century. On February 13, 2001, the City of Moreno Valley
passed a resolution indicating that the Partnership, by entering into the
management agreement, in effect, transferred the franchise without city
approval, thereby causing a material default under the franchise agreement. On
December 18, 2001, the City of Moreno Valley approved the transfer of the Moreno
Valley Franchise Agreement to Century. The settlement and transfer requires a
payment of $500,000 from Century and releases the Partnership from any
liability.

On December 7, 1999, AT&T Broadband, an affiliate of the Partnership,
and Century contributed cable television systems to the Joint Venture that
combined multiple cable television systems in Southern California. Among those
systems to be contributed to the Joint Venture by AT&T Broadband was the
Redlands System. The Riverside System was among those systems that was
contributed to the Joint Venture by Century. AT&T Broadband has an approximate
25% interest in the Joint Venture, which is managed by Century.

II-3

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

The Partnership used most of the net proceeds from the Riverside Sale
to make a distribution to its General Partner and Limited Partners of $410,000
and $40,601,000 ($203 per Unit for Limited Partners of record as of April 1,
2000), respectively, in April 2000.

As a result of the Riverside Sale, the Partnership is no longer
actively engaged in the cable television business. A final determination of the
Partnership's liabilities and any liquidating distributions cannot be made in
connection with the Partnership's dissolution until the contingencies described
in note 4 to the accompanying financial statements are resolved. See "Liquidity
and Capital Resources."

Results of Operations

As a result of the Riverside Sale, the Partnership is no longer
actively engaged in the cable television business. Pending the resolution of the
contingencies described in note 4 to the accompanying financial statements, the
Partnership will seek to make a final determination of its liabilities so that
liquidating distributions can be made in connection with its dissolution.
Accordingly, the Partnership's results of operations for the years ended
December 31, 2001 and 2000 are primarily comprised of general and administrative
("G&A") expenses and interest income. The Partnership's G&A expenses are
primarily comprised of costs associated with the administration of the
Partnership. The Partnership's G&A expenses increased $175,000 during the year
ended December 31, 2001, as compared to the corresponding prior year period.
Such increase is primarily due to higher legal fees incurred in ACT 5's efforts
to resolve the lawsuit as described in note 4 to the accompanying financial
statements. The Partnership's results of operations for the year ended December
31, 2000 also reflect an adjustment to the gain on the Riverside Sale.

Interest income relates to interest earned on the Partnership's cash
and cash equivalents. Interest income decreased $974,000 and increased $381,000
during the years ended December 31, 2001 and 2000, as compared to the
corresponding prior year periods. Such decrease in 2001 is due to a decrease in
the average balance of the Partnership's cash and cash equivalents resulting
from a distribution made in April 2000 from the net cash proceeds received in
connection with the Riverside Sale and a reduction in the average interest rate.
The increase in 2000 is due to an increase in the average balance of the
Partnership's cash and cash equivalents resulting from net cash proceeds
received in connection with the Riverside Sale, an increase in the average
interest rate and interest received in conjunction with the release of funds
held in escrow.

II-4

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

The Partnership recorded a gain from the Riverside Sale of $20,937,000
during the year ended December 31, 1999.

Liquidity and Capital Resources

At December 31, 2001, the Partnership held cash and cash equivalents of
$9,481,000. The Partnership anticipates that it will make liquidating
distributions in connection with its dissolution as soon as possible following
the final determination and satisfaction of the Partnership's liabilities. See
note 4 to the accompanying financial statements.

Pursuant to the asset purchase agreement for the sale of the Southern
Tennessee System, $494,000 of the sales price for the Southern Tennessee System
was placed in escrow (the "Southern Tennessee Escrow") and was subject to
indemnifiable claims for up to one year following consummation of the sale of
the Southern Tennessee System. Prior to its release, Rifkin Acquisition
Partners, L.L.L.P. ("Rifkin"), the buyer of the Southern Tennessee System, filed
a claim against the Southern Tennessee Escrow. Rifkin's claim related to a class
action lawsuit filed by a customer challenging late fee charges with respect to
the Southern Tennessee System. On September 14, 1999, Rifkin sold the Southern
Tennessee System to an affiliate of Charter Communications, Inc. ("Charter"). In
connection with such sale, Charter was assigned the rights to the
indemnification claim. The above described class action lawsuit has been settled
and dismissed. The amount of the Southern Tennessee Escrow due to Charter as a
result of the terms of the settlement agreement has not yet been determined.
Upon determination of amounts due Charter, the remaining funds in the Southern
Tennessee Escrow will be released to ACT 5.

On November 2, 1999 a limited partner of ACT 5 filed suit in United
States District Court for the District of Colorado against the General Partner
of ACT 5. The lawsuit also names certain affiliates of the General Partner as
defendants. The lawsuit alleges that the defendants violated disclosure
requirements under the Securities Exchange Act of 1934 in connection with
soliciting limited partner approval of the Riverside Sale and that certain
defendants breached their fiduciary duty in connection with the Riverside Sale.
On May 18, 2001, the Court denied the Defendant's motion to dismiss the
complaint. A trial date has not yet been set. Based upon the limited facts
available, management believes that, although no assurance can be given as to
the outcome of this action, the ultimate disposition should not have a material
adverse effect upon the financial condition of the Partnership.

Section 21 of the Partnership Agreement provides that the General
Partner and its affiliates, subject to certain conditions set forth in more
detail in the Partnership Agreement, are entitled to be indemnified for any
liability or loss incurred by them by reason of any act performed or omitted to
be performed by them in connection with the business of ACT 5, provided that the
General Partner determines, in good faith, that such course of conduct was in
the best interests of ACT 5 and did not constitute proven fraud, negligence,
breach of fiduciary duty or misconduct. In this regard, it is anticipated that
legal fees incurred by the defendants with respect to the above lawsuit will be
paid by ACT 5. As of December 31, 2001, the partnership has recognized an amount
payable to the General Partner of approximately $307,000 to cover out of pocket
costs incurred to defend this lawsuit.

The claim against the Southern Tennessee Escrow and the above described
lawsuit have had and will continue to have the effect of delaying any final
liquidating distributions of the Partnership.

II-5

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

At December 31, 2001, the Partnership had $441,000 of unclaimed
distribution checks payable to certain Limited Partners which were written on a
bank account which has been closed. Such checks will either be reissued to such
Limited Partners or released to the respective state of such Limited Partners'
last known residence upon dissolution of the Partnership.

Item 8. Financial Statements and Supplementary Data.

The financial statements of the Partnership are filed under this item
beginning on Page II-7. All financial statement schedules are omitted as they
are not required or are not applicable.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

II-6

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Independent Auditors' Report

The Partners
American Cable TV Investors 5, Ltd.:

We have audited the accompanying balance sheets of American Cable TV Investors
5, Ltd. (a Colorado limited partnership) as of December 31, 2001 and 2000, and
the related statements of operations, partners' equity, and cash flows for each
of the years in the three-year period ended December 31, 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of American Cable TV Investors 5,
Ltd. as of December 31, 2001 and 2000, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
2001, in conformity with accounting principles generally accepted in the United
States of America.

As discussed in note 2 to the financial statements, the Partnership sold
substantially all of its cable television assets and is currently in the process
of completing its liquidating distributions.

KPMG LLP

Denver Colorado
March 25, 2002

II-7

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Balance Sheets

December 31, 2001 and 2000

(See note 2)

See accompanying notes to financial statements.

II-8

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Statements of Operations

Years ended December 31, 2001, 2000 and 1999

(See note 2)

See accompanying notes to financial statements.

II-9

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Statements of Partners' Equity

Years ended December 31, 2001, 2000 and 1999

See accompanying notes to financial statements.

II-10

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Statements of Cash Flows

Years ended December 31, 2001, 2000 and 1999

(See note 2)

See accompanying notes to financial statements.

II-11

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Notes to Financial Statements

December 31, 2001, 2000 and 1999

(1) Summary of Significant Accounting Policies

Organization

American Cable TV Investors 5, Ltd. ("ACT 5" or the "Partnership") is a
Colorado limited partnership that was formed in December of 1986 for
the purpose of acquiring, developing, and operating cable television
systems. The Partnership owned a 40% ownership interest in Newport
News, which was also formed in 1986 for the purpose of acquiring,
developing and operating a cable television system located in and
around Newport News, Virginia (the "Newport News System"). American
Cable TV Investors 4, Ltd. ("ACT 4"), an affiliate, owned the 60%
majority interest in Newport News. As a result of the sale of the
Newport News System on January 1, 1996, Newport News was liquidated in
1996.

The Partnership's general partner is IR-TCI Partners V, L.P. ("IR-TCI"
or the "General Partner"), a Colorado limited partnership. At December
31, 2000, the general partner of IR-TCI was TCI Ventures Five, Inc.
("TCIV 5"), a subsidiary of TCI Cablevision Associates, Inc.
("Cablevision"). The limited partner of IR-TCI is Cablevision Equities
VI, a limited partnership whose partners are certain former officers
and key employees of the predecessor of Cablevision. Cablevision is an
indirect subsidiary of AT&T Broadband, LLC ("AT&T Broadband"), and is
the managing agent of the Partnership. AT&T Broadband is a subsidiary
of AT&T Corp. Prior to its January 17, 1996 withdrawal, Integrated
Cable Corp. V ("ICC"), an indirect subsidiary of Presidio Capital Corp.
("Presidio"), also served as a general partner of IR-TCI. In accordance
with the terms of the IR-TCI limited partnership agreement, TCIV 5
elected to continue the business of IR-TCI. The withdrawal of ICC has
not had and is not expected to have a material effect on the
Partnership's results of operations or financial condition.

In its public offering that was conducted from May of 1987 to February
of 1989, the Partnership sold 200,005 limited partnership units to the
public resulting in gross proceeds of $100,002,500.

As further described in note 2, the Partnership has sold substantially
all of its cable television assets.

(continued)

II-12

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Notes to Financial Statements

Allocation of Net Earnings and Net Losses

Net earnings and net losses shall be allocated 99% to ACT 5's limited
partners ("Limited Partners") and 1% to the General Partner and
distributions of Cash from Operations, Sales or Refinancings (all as
defined in the Partnership's limited partnership agreement) shall be
distributed 99% to the Limited Partners and 1% to the General Partner
until cumulative distributions to the Limited Partners equal the
Limited Partners' aggregate contributions ("Payback"), plus 6% per
annum. After the Limited Partners have received distributions equal to
Payback plus 6% per annum, the allocations of net earnings, net losses
and credits, and distributions of Cash from Operations, Sales or
Refinancings shall be 25% to the General Partner and 75% to the Limited
Partners. Although ACT 5's distributions of proceeds from the sales of
its cable television systems allowed Limited Partners to achieve
Payback, distributions did not allow Limited Partners to achieve a 6%
return on their aggregate contributions; therefore, amounts will
continue to be allocated 99% to the Limited Partners and 1% to the
General Partner. See note 2.

Cash and Cash Equivalents

Cash and cash equivalents consist of investments which are readily
convertible into cash and have maturities of three months or less at
the time of acquisition.

At December 31, 2001 and 2000, $9,254,000 and $9,008,000 of the
Partnership's cash and cash equivalents were invested in money market
funds, respectively. The Partnership is exposed to credit loss in the
event of non-performance by the other parties to such financial
instruments. However, the Partnership does not anticipate
non-performance by the other parties.

Revenue Recognition

Revenue for customer fees, equipment rental, advertising, pay-per-view
programming and revenue sharing agreements was recognized in the period
that services were delivered. Installation revenue was recognized in
the period the installation services were provided to the extent of
direct selling costs. Any remaining amount was deferred and recognized
over the estimated average period that subscribers were expected to
remain connected to the system.

Net Earnings (Loss) Per Unit

Net earnings (loss) per Unit is calculated by dividing net earnings
(loss) attributable to the Limited Partners by the number of Units
outstanding during the period. The number of Units outstanding for each
of the years in the three-year period ended December 31, 2001 was
200,005.

(continued)

II-13

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Notes to Financial Statements

Income Taxes

No provision has been made for income tax expense or benefit in the
accompanying financial statements as the earnings or losses of the
Partnership are reported in the respective income tax returns of the
partners.

The Partnership had taxable earnings (loss) of $(215,000), $1.0 million
and $13.1 million for the years ended December 31, 2001, 2000 and 1999,
respectively.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

(continued)

II-14

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Notes to Financial Statements

(2) Asset Sales

On December 7, 1999, the Partnership consummated the sale of its
remaining cable television system serving subscribers located in and
around Riverside, California (the "Riverside System") to Century
Exchange LLC ("Century"), a subsidiary of Adelphia Communications
Corporation, for an adjusted sale price of $33,399,000 (the "Riverside
Sale"). The Riverside Sale was approved by the Limited Partners at a
special meeting that occurred on December 11, 1998. In accordance with
the terms of the asset purchase agreement relating to the Riverside
Sale, $1.5 million of the sales price was placed in escrow for 180 days
in order to satisfy any indemnifiable claims which could be made by
Century. On June 5, 2000, the funds held in escrow were released to ACT
5. ACT 5 received interest of $39,000 in conjunction with the release
of the funds held in escrow. In connection with the Riverside Sale,
Century and the Partnership waived the condition to closing that all
required consents be obtained prior to closing the Riverside Sale, as
such condition related to the transfer to Century of the franchise
agreement between the Partnership and the City of Moreno Valley. The
franchise agreement authorizes the Partnership to provide cable
television service to subscribers located in and around Moreno Valley,
California (the "Moreno Franchise Agreement"). Accordingly, all of the
Riverside System's cable television assets other than the Moreno
Franchise Agreement were transferred to Century on December 7, 1999. In
connection with the Riverside Sale, the Partnership entered into a
management agreement with Century pursuant to which Century would be
entitled to all net cash flows generated by the portion of the
Riverside System that was subject to the Moreno Franchise Agreement
until such time as the City of Moreno Valley approved the transfer of
the Moreno Franchise Agreement from the Partnership to Century. On
February 13, 2001, the City of Moreno Valley passed a resolution
indicating that the Partnership, by entering into the management
agreement, in effect, transferred the franchise without city approval,
thereby causing a material default under the franchise agreement. On
December 18, 2001, the City of Moreno Valley approved the transfer of
the Moreno Valley Franchise Agreement to Century. The settlement and
transfer requires a payment of $500,000 from Century and releases the
Partnership from any liability.

On December 7, 1999, AT&T Broadband and Century contributed cable
television systems to a joint venture (the "Joint Venture") that
combined multiple cable television systems in Southern California. The
Riverside System was among those systems to be contributed to the Joint
Venture by Century. AT&T Broadband has an approximate 25% interest in
the Joint Venture, which is managed by Century. AT&T Broadband, through
certain of its subsidiaries, owns a 100% interest in IR-TCI.

In connection with the Riverside Sale, the Partnership made a
distribution to its General Partner and Limited Partners of $410,000
and $40,601,000 ($203 per Unit for Limited Partners of record as of
April 1, 2000), respectively, in April 2000.

(continued)

II-15

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Notes to Financial Statements

As a result of the Riverside Sale, the Partnership is no longer
actively engaged in the cable television business. A final
determination of the Partnership's liabilities and any liquidating
distributions cannot be made in connection with the Partnership's
dissolution until the contingencies described in note 4 are resolved.

(3) Transactions with Related Parties

The Partnership purchased programming services from affiliates of AT&T
Broadband. The charges, which generally approximated such affiliates'
cost and were based upon the number of customers served by the
Partnership, aggregated $2,333,000 in 1999.

The Partnership has a management agreement with Cablevision whereby
Cablevision was responsible for performing all services necessary for
the management of the Partnership's cable television systems. As
compensation for these services, the Partnership paid a management fee
equal to 6% of gross revenue, as defined in the management agreement.
Such fees amounted to $567,000 during the year ended December 31, 1999.

The Partnership also reimburses Cablevision for direct out-of-pocket
and indirect expenses allocable to the Partnership and for certain
personnel employed on a full- or part-time basis to perform accounting,
marketing, technical or other services. Such reimbursements amounted to
$36,000 in 2001 and 2000 and $387,000 in 1999.

Riverside shared office facilities, personnel and certain distribution
assets with the Redlands System. As a result, the majority of
Riverside's operating and administrative salaries and expenses were
charged to Riverside based upon Riverside's estimated utilization of
such office facilities and personnel. During the year ended December
31, 1999, Riverside's operating and administrative salaries and
expenses aggregated $2,578,000.

ACT 5 was obligated to pay a disposition fee to Cablevision equal to 3%
of the gross proceeds from the sale of any cable television system
owned by ACT 5. This fee was due and payable at the time the cable
television system was sold if the consideration received was greater
than its adjusted cost, as defined in ACT 5's limited partnership
agreement. In connection with the Riverside Sale, disposition fees of
$1,000,000 were paid to Cablevision during 2000.

Amounts due to related parties, which represent non-interest-bearing
payables to AT&T Broadband and its affiliates, consist of the net
effect of cash advances and certain intercompany expense charges.

(continued)

II-16

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Notes to Financial Statements

Section 21 of the Partnership Agreement provides that the General
Partner and its affiliates, subject to certain conditions set forth in
more detail in the Partnership Agreement, are entitled to be
indemnified for any liability or loss incurred by them by reason for
any act performed or omitted to be performed by them in connection with
the business of ACT 5 provided that the General Partner determines, in
good faith, that such course of conduct was in the best interests of
ACT 5 and did not constitute proven fraud, negligence, breach of
fiduciary duty or misconduct. In this regard, it is anticipated that
legal fees incurred by the defendants with respect to the above lawsuit
will be paid by ACT 5. As of December 31, 2001, the partnership has
recognized an amount payable to the General Partner of approximately
$307,000 to cover out of pocket costs incurred to defend this lawsuit.

(4) Contingencies

On November 2, 1999 a limited partner of ACT 5 filed suit in United
States District Court for the District of Colorado against the General
Partner of ACT 5. The lawsuit also names certain affiliates of the
General Partner as defendants. The lawsuit alleges that the defendants
violated disclosure requirements under the Securities Exchange Act of
1934 in connection with soliciting limited partner approval of the
Riverside Sale and that certain defendants breached their fiduciary
duty in connection with the Riverside Sale. On May 18, 2001, the Court
denied the Defendants' motion to dismiss the complaint. A trial date
has not yet been set. Based upon the limited facts available,
management believes that, although no assurance can be given as to the
outcome of this action, the ultimate disposition should not have a
material adverse effect upon the financial condition of the
Partnership.

Section 21 of the Partnership Agreement provides that the General
Partner and its affiliates, subject to certain conditions set forth in
more detail in the Partnership Agreement, are entitled to be
indemnified for any liability or loss incurred by them by reason of any
act performed or omitted to be performed by them in connection with the
business of ACT 5, provided that the General Partner determines, in
good faith, that such course of conduct was in the best interests of
ACT 5 and did not constitute proven fraud, negligence, breach of
fiduciary duty or misconduct. In this regard, it is anticipated that
legal fees incurred by the defendants with respect to the above lawsuit
will be paid by ACT 5.

On April 1, 1997, the Partnership sold its cable television system
located in and around Shelbyville and Manchester, Tennessee (the
"Southern Tennessee System") to Rifkin Acquisition Partners, L.L.L.P.
("Rifkin"). Pursuant to the asset purchase agreement, $494,000 of such
sales price was placed in escrow (the "Southern Tennessee Escrow") and
was subject to indemnifiable claims by Rifkin through March 31, 1998.
Prior to March 31, 1998, Rifkin filed a claim against the Southern
Tennessee Escrow relating to a class action lawsuit filed by a customer
challenging late fee charges with respect to the Southern Tennessee
System. On September 14, 1999, Rifkin sold the Southern Tennessee
System to an affiliate of Charter Communications, Inc. ("Charter"). In
connection with such sale, Charter was assigned the rights of the
indemnification claim. The above described class action lawsuit has
been settled and dismissed. The amount of the Southern Tennessee Escrow
due Charter as a result of terms of the settlement agreement has not
yet been determined. Upon determination of amounts due Charter, the
remaining funds in the Southern Tennessee Escrow will be released to
ACT 5.

II-17

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

The claim against the Southern Tennessee Escrow and the lawsuit
described above have had and will continue to have the effect of
delaying any final liquidating distributions of the Partnership.

(continued)

II-18

AMERICAN CABLE TV INVESTORS 5, LTD.
(A Colorado Limited Partnership)

Notes to Financial Statements

The Partnership leased certain property and equipment under operating
leases. The Partnership's lease expense aggregated $132,000 in 1999,
including $3,000 paid under pole rental agreements which were
terminable on short notice by either party.

II-19

AMERICAN CABLE TV INVESTORS 5, LTD.

PART III.

Item 10. Directors and Executive Officers of the Registrant.

As the Partnership has no directors or officers of its own, all of the
Partnership's major decisions are made by IR-TCI whose general partner is TCIV
5. Until its withdrawal by letter dated January 17, 1996, ICC was also a general
partner of the General Partner.

The Partnership has entered into a management agreement with
Cablevision, pursuant to which Cablevision is responsible for managing the
day-to-day operations of the Partnership.

As of February 15, 2002, the following executive officers and directors
of TCIV 5 operate IR-TCI:

III-1

AMERICAN CABLE TV INVESTORS 5, LTD.

(1) Directors of TCIV 5 serve until their successors are appointed
and qualified.

There are no family relations, of first cousin or closer, among the
individuals named above, by blood, marriage or adoption.

During the past five years, none of the persons named above has had any
involvement in legal proceedings as would be material to an evaluation of that
person's ability or integrity.

Pursuant to section 16(a) of the Securities Exchange Act of 1934, as
amended, the officers and directors of the General Partner are required to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). Officers and directors are required by regulation
of the Commission to furnish the Partnership with copies of all Section 16(a)
forms filed.

Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Partnership believes that, during the fiscal
year ended December 31, 2001, all applicable filing requirements were met.

III-2

AMERICAN CABLE TV INVESTORS 5, LTD.

Item 11. Executive Compensation.

The Partnership pays no direct compensation to the individuals named
above, but instead pays for their services through management and other fees
paid to Cablevision. See "Certain Relationships and Related Transactions" below.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

No General or Limited Partner of the Partnership owns more than 5% of
the Units.

None of the individuals referred to in Item 10 above owns (i) any Units
of the Partnership or (ii) more than 1% of the outstanding shares of AT&T Corp.,
the ultimate parent and owner, directly or indirectly, of all of the voting
stock of TCIV 5.

Item 13. Certain Relationships and Related Transactions.

Under a management agreement with Cablevision, Cablevision is
reimbursed for direct out-of-pocket and indirect expenses allocable to the
Partnership, and for certain personnel employed on a full- or part-time basis to
perform accounting, marketing, technical, or other services. Such reimbursements
aggregated $36,000 in 2001.

At December 31, 2001, the Partnership owed $307,000 to AT&T Broadband
and its affiliates. Such amounts are non-interest-bearing and consist of the net
effect of cash advances and certain intercompany expense allocations.

III-3

AMERICAN CABLE TV INVESTORS 5, LTD.

PART IV.

Item 14. Exhibits, Financial Statements and Financial Statement Schedules
and Reports on Form 8-K.

(a) (1) Financial Statements

Included in Part II of this Report:

(a) (2) Financial Statement Schedules

All schedules are omitted as they are not required or are
not applicable.

IV-1

AMERICAN CABLE TV INVESTORS 5, LTD.

(a) (3) Exhibits

The following exhibits are incorporated by reference herein (according
to the number assigned to them in Item 601 of Regulation S-K), as noted:

3 - Articles of Incorporation and Bylaws:

Limited Partnership Agreement, incorporated by reference to Exhibit A
to Prospectus filed pursuant to Rule 424(b) as part of Registration
Statement 33-12064.

Limited Partnership Agreement of General Partner, incorporated by
reference to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1987 (Commission File Number 0-16784).

10 - Material Contracts:

Management Agreement between Cablevision and the Partnership, ___
incorporated by reference to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1987 (Commission File Number
0-16784).

Acquisition and Disposition Services Agreement between Cablevision and
the Partnership, incorporated by reference to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1987
(Commission File Number 0-16784).

Consulting Agreement, re: the Partnership between Cablevision and
Presidio, incorporated by reference to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1987 (Commission
File Number 0-16784).

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Gans Multimedia Partnership dated as of November 27, 1996,
incorporated by reference to the Partnership's Current Report on
Form 8-K filed February 11, 1997.

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Rifkin Acquisition Partners, L.L.L.P. dated as of November
29, 1996, incorporated by reference to the Partnership's Current
Report on Form 8-K filed February 11, 1997.

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Mediacom LLC dated as of December 24, 1996, incorporated
by reference to the Partnership's Current Report on Form 8-K filed
February 11, 1997.

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Century Communications Corp. dated as of August 12, 1998,
incorporated by reference to the Partnership's Current Report on
Form 8-K filed August 27, 1998.

IV-2

AMERICAN CABLE TV INVESTORS 5, LTD.

10 - Materials contracts, continued:

First Amendment, dated as of November 11, 1998, to Asset Purchase
Agreement dated as of August 12, 1998, by and among American Cable
TV Investors 5, Ltd. and Century Communications Corp., incorporated
by reference to the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1998 (Commission File Number 0-16784).

Waiver and Indemnification Agreement by and between American Cable TV
Investors 5, Ltd. and Adelphia Communications Corporation dated
December 7, 1999, incorporated by reference to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1999
(Commission File Number 0-16784).

(b) Reports on Form 8-K filed during the quarter ended December 31, 2001:

None.

IV-3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

AMERICAN CABLE TV INVESTORS 5, LTD., A Colorado Limited Partnership
By: IR-TCI PARTNERS V, L.P., Its General Partner

By: TCI VENTURES FIVE, INC., Its General Partner

By: /s/William T. Schleyer March 29, 2002
------------------------------
William T. Schleyer
President and Director - TCI Ventures Five, Inc.
(Principal Executive Officer)

Pursuant to the Securities Exchange Act of 1934, this report has been signed by
the following persons on behalf of the Partnership and in the capacities and on
the dates indicated:

IV-4

/s/ Arthur C. Belanger March 29, 2002
------------------------------------------------
Arthur C. Belanger
Director - TCI Ventures Five, Inc.

IV-5