-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ExnrzZLDhchBH/FgkgcRTAHSOVcqkuuKmI4ahQXn587QptBBcHXrdSHzOQLXw43D +uPLXEI3N8CQpQDT/k+ugA== 0001110550-00-000019.txt : 20000331 0001110550-00-000019.hdr.sgml : 20000331 ACCESSION NUMBER: 0001110550-00-000019 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSTAR INCOME PROGRAM II-1 LP CENTRAL INDEX KEY: 0000757595 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 581628877 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-14508 FILM NUMBER: 587651 BUSINESS ADDRESS: STREET 1: 12444 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3108249990 MAIL ADDRESS: STREET 1: 474 SOUTH RAYMOND AVE #200 CITY: PASADENA STATE: CA ZIP: 91105 10-K 1 10-K ================================================================================ 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, 1999 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 0-14508 ENSTAR INCOME PROGRAM II-1, L.P. -------------------------------- (Exact name of Registrant as specified in its charter) Georgia 58-1628877 - ----------------------------------------- ----------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 12444 Powerscourt Dr., Suite 100 St. Louis, Missouri 63131 - ---------------------------------------- ----------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 965-0555 -------------- Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act Name of each exchange Title of each Class on which registered ------------------- ------------------- Units of Limited Partnership Interest None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting equity securities held by non-affiliates of the registrant - all of the registrant's 29,936 units of limited partnership interests, its only class of equity securities, are held by non-affiliates. There is no public trading market for the units, and transfers of units are subject to certain restrictions; accordingly, the registrant is unable to state the market value of the units held by non-affiliates. ================================================================================ The Exhibit Index is located at Page E-1. PART I Item 1. BUSINESS Introduction - ------------ Enstar Income Program II-1, L.P., a Georgia limited partnership, is engaged in the ownership and operation of cable television systems in small to medium-sized communities. The partnership was formed on July 3, 1984. The general partners of the partnership are Enstar Communications Corporation, a Georgia corporation (the "corporate general partner") and Robert T. Graff, Jr. (the "individual general partner"). On November 12, 1999, Charter Communications Holdings Company, LLC, an entity controlled by Charter Communications, Inc., acquired both the corporate general partner, as well as Falcon Communications, L.P., the entity that provided management and certain other services to the partnership. Charter is the nation's fourth largest cable operator, serving 6.2 million customers and files periodic reports with the Securities and Exchange Commission. Charter and its affiliates (principally CC VII Holdings, LLC, the successor-by-merger to Falcon Communications, L.P.) now provide management and other services to the partnership. See Item 13., "Certain Relationships and Related Transactions." See "Employees" below. In this annual report, the terms "we" and "our" refer to the partnership. In accordance with the partnership agreement, the corporate general partner has implemented a plan for liquidating the partnership. In connection with that strategy, the corporate general partner has entered into an agreement with a cable broker to market the partnership's cable systems to third parties. Should the partnership receive offers from third parties for such assets, the corporate general partner will prepare a proxy for submission to the limited partners for the purpose of approving or disapproving such sale. Should such a sale be approved, the corporate general partner will proceed to liquidate the partnership following the settlement of all final liabilities of the partnership. We can give no assurance, however, that we will be able to generate a sale of the partnership's cable assets. A cable television system receives television, radio and data signals at the system's "headend" site by means of over-the-air antennas, microwave relay systems and satellite earth stations. These signals are then modulated, amplified and distributed, primarily through coaxial and fiber optic distribution systems, to customers who pay a fee for this service. Cable television systems may also originate their own television programming and other information services for distribution through the system. Cable television systems generally are constructed and operated pursuant to non-exclusive franchises or similar licenses granted by local governmental authorities for a specified term of years. Our cable television systems offer customers various levels, or "tiers", of cable services consisting of: * broadcast television signals of local network, independent and educational stations * a limited number of television signals from so-called "super stations" originating from distant cities, such as WGN * various satellite - delivered, non-broadcast channels, such as - Cable News Network, or "CNN" - MTV: Music Television, or "MTV" - The USA Network - ESPN - Turner Network Television, or "TNT" and - The Disney Channel * programming originated locally by the cable television system, such as public, educational and government access programs, and * information displays featuring news, weather, stock market and financial reports, and public service announcements. -2- For an extra monthly charge, our cable television systems also offer "premium" television services to their customers. These services, such as Home Box Office, or "HBO", and Showtime are satellite channels that consist principally of feature films, live sporting events, concerts and other special entertainment features, usually presented without commercial interruption. See "Legislation and Regulation." A customer generally pays an initial installation charge and fixed monthly fees for basic, expanded basic, other tiers of satellite services and premium programming services. Such monthly service fees constitute the primary source of revenues for our cable television systems. In addition to customer revenues, our cable television systems receive revenue from the sale of available advertising spots on advertiser-supported programming and also offer to our customers home shopping services, which pay the partnership a share of revenues from sales of products to our customers, in addition to paying us a separate fee in return for carrying their shopping service. Certain other channels have also offered the cable systems managed by Charter, including those of the partnership, fees in return for carrying their service. Due to a general lack of channel capacity available for adding new channels, our management cannot predict the impact of such potential payments on our business. See Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." We own and operate two cable television systems that provide service to customers in the cities of Taylorville, Litchfield and Gillespie, Illinois and portions of unincorporated Christian County, Illinois. As of December 31, 1999, we served approximately 7,100 basic subscribers in these areas. We do not expect to make any additional acquisitions during the remaining term of the partnership. Charter receives a management fee and reimbursement of expenses from the corporate general partner for managing our cable television operations. See Item 11., "Executive Compensation." The Chief Executive Officer of the general partner is Jerald L. Kent. The principal executive offices of the partnership and the general partner are located at 12444 Powerscourt Drive, Suite 100, St. Louis, MO 63131-0555 and their telephone number is (314) 965-0555. See Item 10., "Directors and Executive Officers of the Registrant." Business Strategy - ----------------- Historically, the partnership has followed a systematic approach to acquiring, operating and developing cable television systems based on the primary goal of increasing operating cash flow while maintaining the quality of services offered by its cable television systems. Our business strategy has focused on serving small to medium-sized communities. We believe that given a similar rate, technical, and channel capacity/utilization profile, our cable television systems generally involve less risk of increased competition than systems in large urban cities. In our markets, consumers have access to only a limited number of over-the-air broadcast television signals. In addition, these markets typically offer fewer competing entertainment alternatives than large cities. Nonetheless, we believe that all cable operators will face increased competition in the future from alternative providers of multi-channel video programming services. See "Competition." Adoption of rules implementing certain provisions of the Cable Television Consumer Protection and Competition Act of 1992 by the FCC has had a negative impact on our revenues and cash flow. These rules are subject to further amendment to give effect to the Telecommunications Act of 1996. Among other changes, the Telecommunications Act of 1996 caused the regulation of certain cable programming service tier rates to terminate on March 31, 1999. There can be no assurance as to what, if any, further action may be taken by the FCC, Congress or any other regulatory authority or court, or their effect on our business. See "Legislation and Regulation" and Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations." -3- Clustering We have sought to acquire cable television operations in communities that are proximate to other owned or affiliated systems in order to achieve the economies of scale and operating efficiencies associated with regional "clusters." We believe clustering can reduce marketing and personnel costs and can also reduce capital expenditures in cases where cable service can be delivered through a central headend reception facility. Capital Expenditures As noted in "Technological Developments," certain of our cable television systems have no available channel capacity with which to add new channels or to provide pay-per-view offerings to customers. As a result, significant amounts of capital for future upgrades will be required in order to increase available channel capacity in those systems, improve quality of service and facilitate the expansion of new services such as advertising, pay-per-view, new unregulated tiers of satellite-delivered services and home shopping, so that our cable television systems remain competitive within the industry. Our management has selected a technical standard that incorporates the use of fiber optic technology where applicable in its engineering design for the majority of our cable television systems that are to be rebuilt. A system built with this type of architecture can provide for future channels of analog service as well as new digital services. Such a system will also permit the introduction of high speed data transmission/Internet access and telephony services in the future after incurring incremental capital expenditures related to these services. We are also evaluating the use of digital compression technology in our cable television systems. See "Technological Developments" and "Digital Compression." The Partnership has completed the rebuild of its cable system in Taylorville, Illinois and neighboring communities at a total cost of approximately $3.5 million including approximately $144,000 in 1999. Other capital expenditures for 1999 were approximately $223,300 for the improvement and upgrade of other assets, including approximately $118,000 to introduce digital services in the community of Gillespie, Illinois which was required under a provision of its franchise agreement. Capital expenditures budgeted for 2000 are approximately $1,590,700 including an upgrade of our cable plant in Litchfield, Illinois at a total estimated cost of approximately $1.0 million. The franchise agreement requires completion of the upgrade by January 2001. This requirement is expected to negatively impact any offers we may receive for our cable television systems. See "Legislation and Regulation" and Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources." Decentralized Management The corporate general partner manages the partnership's cable television systems on a decentralized basis. The corporate general partner believes that its decentralized management structure, by enhancing management presence at the system level, increases its sensitivity to the needs of its customers, enhances the effectiveness of its customer service efforts, eliminates the need for maintaining a large centralized corporate staff and facilitates the maintenance of good relations with local governmental authorities. Marketing Our marketing strategy is to provide added value to increasing levels of subscription services through "packaging." In addition to the basic service package, customers in substantially all of our cable television systems may purchase additional unregulated packages of satellite-delivered services and premium services. We have employed a variety of targeted marketing techniques to attract new customers by focusing on delivering value, choice, convenience and quality. We employ direct mail, radio and local newspaper advertising, telemarketing and door-to-door selling utilizing demographic "cluster codes" to target specific messages to target audiences. In some cable television systems, we offer discounts to customers who -4- purchase premium services on a limited trial basis in order to encourage a higher level of service subscription. We also have a coordinated strategy for retaining customers that includes televised retention advertising to reinforce the initial decision to subscribe and encourage customers to purchase higher service levels. Customer Service and Community Relations We place a strong emphasis on customer service and community relations and believe that success in these areas is critical to our business. We have developed and implemented a wide range of monthly internal training programs for employees, including our regional managers, that focus on our operations and employee interaction with customers. The effectiveness of our training program as it relates to the employees' interaction with customers is monitored on an ongoing basis. We are also committed to fostering strong community relations in the towns and cities we serve. We support many local charities and community causes in various ways, including marketing promotions to raise money and supplies for persons in need, and in-kind donations that include production services and free air-time on major cable networks. We also participate in the "Cable in the Classroom" program, whereby cable television companies throughout the United States provide schools with free cable television service. In addition, we install and provide free basic cable service to public schools, government buildings and non-profit hospitals in many of the communities in which we operate. Description of the Partnership's Systems - ---------------------------------------- The table below sets forth certain operating statistics for our cable systems as of December 31, 1999.
Premium Average Monthly Homes Basic Basic Service Premium Revenue Per Basic System Passed(1) Subscribers Penetration(2) Units(3) Penetration(4) Subscriber(5) - ------ ------ ----------- ----------- ----- ----------- ---------- Taylorville, IL 6,155 4,255 69.1% 836 19.6% $34.74 Litchfield, IL 5,199 2,867 55.1% 531 18.5% $34.65 ----- ----- --- Total 11,354 7,122 62.7% 1,367 19.2% $37.42 ====== ===== =====
1 Homes passed refers to our estimates of the approximate number of dwelling units in a particular community that can be connected to the distribution system without any further extension of principal transmission lines. Such estimates are based upon a variety of sources, including billing records, house counts, city directories and other local sources. 2 Basic subscribers as a percentage of homes passed by cable. 3 Premium service units include only single channel services offered for a monthly fee per channel and do not include tiers of channels offered as a package for a single monthly fee. 4 Premium service units as a percentage of homes subscribing to cable service. A customer may purchase more than one premium service, each of which is counted as a separate premium service unit. This ratio may be greater than 100% if the average customer subscribes for more than one premium service. 5 Average monthly revenue per basic subscriber has been computed based on revenue for the year ended December 31, 1999. Customer Rates and Services - --------------------------- Our cable television systems offer customers packages of services that include the local area network, independent and educational television stations, a limited number of television signals from distant cities, numerous satellite-delivered, non-broadcast channels such as CNN, MTV, USA, ESPN, TNT and The Disney Channel and certain information and public access channels. For an extra monthly charge, we also provide certain premium television services, such as HBO and Showtime. We also offer other cable -5- television services to our customers. For additional charges, in most of our cable television systems, we also rent remote control devices and VCR compatible devices, which are devices that make it easier for a customer to tape a program from one channel while watching a program on another. Our service options vary from system to system, depending upon a cable system's channel capacity and viewer interests. Rates for services also vary from market to market and according to the type of services selected. Under the 1992 Cable Act, most cable television systems are subject to rate regulation of the basic service tier, the charges for installation of cable service, and the rental rates for customer premises equipment such as converter boxes and remote control devices. These rate regulation provisions affect all of our cable television systems not deemed to be subject to effective competition under the FCC's definition. Currently, none of our cable television systems are subject to effective competition. See "Legislation and Regulation." At December 31, 1999, our monthly rates for basic cable service for residential customers, including certain discounted rates, ranged from $22.05 to $25.51 and our premium service rate was $11.95, excluding special promotions offered periodically in conjunction with our marketing programs. A one-time installation fee, which we may wholly or partially waive during a promotional period, is usually charged to new customers. We charge commercial customers, such as hotels, motels and hospitals, a negotiated, non-recurring fee for installation of service and monthly fees based upon a standard discounting procedure. We offer most multi-unit dwellings a negotiated bulk rate in exchange for single-point billing and basic service to all units. These rates are also subject to regulation. Employees - --------- The various personnel required to operate our business are employed by the partnership, the corporate general partner, its subsidiary corporation and Charter. As of February 19, 2000, we had one employee, the cost of which is charged directly to the partnership. The employment costs incurred by the corporate general partner, its subsidiary corporation and Charter are allocated and charged to the partnership for reimbursement pursuant to the partnership agreement and management agreement. The amounts of these reimbursable costs are set forth below in Item 11., "Executive Compensation." Technological Developments - -------------------------- As part of our commitment to customer service, we seek to apply technological advances in the cable television industry to our cable television systems on the basis of cost effectiveness, capital availability, enhancement of product quality and service delivery and industry-wide acceptance. Currently, our cable television systems have an average channel capacity of 87, 77% of which is presently utilized. We believe that our cable television system upgrades will enable us to provide customers with greater programming diversity, better picture quality and alternative communications delivery systems made possible by the introduction of fiber optic technology and by the application of digital compression. See "Legislation and Regulation" and Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations." The use of fiber optic cable as an alternative to coaxial cable is playing a major role in expanding channel capacity and improving the performance of cable television systems. Fiber optic cable is capable of carrying hundreds of video, data and voice channels and, accordingly, its utilization is essential to the enhancement of a cable television system's technical capabilities. Our current policy is to utilize fiber optic technology where applicable in rebuild projects which we undertake. The benefits of fiber optic technology over traditional coaxial cable distribution plant include lower ongoing maintenance and power costs and improved picture quality and reliability. -6- Digital Compression - ------------------- We have been closely monitoring developments in the area of digital compression, a technology that enables cable operators to increase the channel capacity of cable television systems by permitting a significantly increased number of video signals to fit in a cable television system's existing bandwidth. Depending on the technical characteristics of the existing system, we believe that the utilization of digital compression technology will enable our cable television systems to increase channel capacity in a manner that could, in the short term, be more cost efficient than rebuilding such cable television systems with higher capacity distribution plant. However, we believe that unless the cable television system has sufficient unused channel capacity and bandwidth, the use of digital compression to increase channel offerings is not a substitute for the rebuild of the cable television system, which will improve picture quality, system reliability and quality of service. The use of digital compression will expand the number and types of services these cable television systems offer and enhance the development of current and future revenue sources. This technology has been under frequent management review. Programming - ----------- We purchase basic and premium programming for our systems from Charter. In turn, Charter charges the partnership for these costs at its costs, which are generally based on a fixed fee per customer or a percentage of the gross receipts for the particular service. Prior to the acquisition of the corporate general partner, Falcon Communications charged the partnership for these services based on an estimate of what the corporate general partner could negotiate for such programming services for the 15 partnerships managed by the corporate general partner as a group (approximately 81,100 basic subscribers at December 31, 1999). Other channels have also offered Charter and the partnership's cable systems fees in return for carrying their service. Due to our pending sale, our management cannot predict the impact of such potential payments on our business. In addition, the FCC may require that such payments from programmers be offset against the programming fee increases which can be passed through to subscribers under the FCC's rate regulations. Charter programming contracts are generally for a fixed period of time and are subject to negotiated renewal. Accordingly, no assurances can be given that its, and correspondingly our, programming costs will not continue to increase substantially in the near future, or that other materially adverse terms will not be added to Charter programming contracts. Management believes, however, that Charter's relations with its programming suppliers generally are good. Our cable programming costs have increased in recent years and are expected to continue to increase due to additional programming being provided to basic customers, requirements to carry channels under retransmission carriage agreements entered into with some programming sources, increased costs to produce or purchase cable programming generally (including sports programming), inflationary increases and other factors. The 1996 retransmission carriage agreement negotiations were completed with essentially no change to the previous agreements. Under the FCC's rate regulations, increases in programming costs for regulated cable services occurring after the earlier of March 1, 1994, or the date a system's basic cable service became regulated, may be passed through to customers. Generally, programming costs are charged among systems on a per customer basis. Franchises - ---------- Cable television systems are generally constructed and operated under non-exclusive franchises granted by local governmental authorities. These franchises typically contain many conditions, such as time limitations on commencement and completion of construction; conditions of service, including number of channels, types of programming and the provision of free service to schools and other public institutions; and the maintenance of insurance and indemnity bonds. The provisions of local franchises are subject to federal regulation under the Cable Communications Policy Act of 1984, or the "1984 Cable Act", the 1992 Cable Act and the 1996 Telecommunications Act. See "Legislation and Regulation." -7- As of December 31, 1999, we operated cable systems in six franchise areas. These franchises, all of which are non-exclusive, provide for the payment of fees to the issuing authority. Annual franchise fees imposed on our systems range up to 5% of the gross revenues generated by a system. The 1984 Cable Act prohibits franchising authorities from imposing franchise fees in excess of 5% of gross revenues and also permits the cable system operator to seek renegotiation and modification of franchise requirements if warranted by changed circumstances. The following table groups the franchises of our cable television systems by date of expiration and presents the number of franchises for each group of franchises and the approximate number and percentage of basic subscribers for each group as of December 31, 1999. Number Number of Percentage of Year of of Basic Basic Franchise Expiration Franchises Subscribers Subscribers -------------------- ---------- ----------- ----------- Prior to 2001 1 1,903 26.7% 2001 - 2005 2 3,855 54.1% 2006 and after 3 1,225 17.2% - ----- ---- Total 6 6,983 98.0% = ===== ==== At December 31, 1999, one of the Partnership's franchise agreements was expired, but was renewed subsequent to year end. We operate cable television systems which serve multiple communities and, in some circumstances, portions of such systems extend into jurisdictions for which we believe no franchise is necessary. In the aggregate, approximately 139 customers, representing approximately 2.0% of our customers, are served by unfranchised portions of such systems. In certain instances, where a single franchise comprises a large percentage of the customers in an operating region, the loss of such franchise could decrease the economies of scale achieved by our clustering strategy. We have never had a franchise revoked for any of our systems and we believe that we have satisfactory relationships with substantially all of our franchising authorities. The 1984 Cable Act provides, among other things, for an orderly franchise renewal process in which franchise renewal will not be unreasonably withheld or, if renewal is denied and the franchising authority acquires ownership of the system or effects a transfer of the system to another person, the operator generally is entitled to the "fair market value" for the system covered by such franchise, but no value may be attributed to the franchise itself. In addition, the 1984 Cable Act, as amended by the 1992 Cable Act, establishes comprehensive renewal procedures which require that an incumbent franchisee's renewal application be assessed on its own merit and not as part of a comparative process with competing applications. See "Legislation and Regulation." Competition - ----------- We face competition in the areas of price, service offerings, and service reliability. We compete with other providers of television signals and other sources of home entertainment. In addition, as we expand into additional services such as Internet access, interactive services and telephony, we will face competition from other providers of each type of service. To date, we believe that we have not lost a significant number of customers, or a significant amount of revenue, to our competitors' systems. However, competition from other providers of the technologies we expect to offer in the future may have a negative impact on our business in the future. Through mergers such as the recent merger of Tele-Communications, Inc. and AT&T, customers will come to expect a variety of services from a single provider. While the TCI/AT&T merger has no direct or immediate impact on our business, it encourages providers of cable and telecommunications services to expand their service offerings. It also encourages consolidation in the cable industry as cable operators recognize the competitive benefits of a large customer base and expanded financial resources. -8- Key competitors today include: BROADCAST TELEVISION. Cable television has long competed with broadcast television, which consists of television signals that the viewer is able to receive without charge using an "off-air" antenna. The extent of such competition is dependent upon the quality and quantity of broadcast signals available through "off-air" reception compared to the services provided by the local cable system. The recent licensing of digital spectrum by the FCC will provide incumbent television licenses with the ability to deliver high definition television pictures and multiple digital-quality program streams, as well as advanced digital services such as subscription video. DBS. Direct broadcast satellite, known as DBS, has emerged as significant competition to cable systems. The DBS industry has grown rapidly over the last several years, far exceeding the growth rate of the cable television industry, and now serves approximately 10 million subscribers nationwide. DBS service allows the subscriber to receive video services directly via satellite using a relatively small dish antenna. Moreover, video compression technology allows DBS providers to offer more than 100 digital channels, thereby surpassing the typical analog cable system. DBS companies historically were prohibited from retransmitting popular local broadcast programming, but a change to the existing copyright laws in November 1999 eliminated this legal impediment. After an initial six-month grace period, DBS companies will need to secure retransmission consent from the popular broadcast stations they wish to carry, and they will face mandatory carriage obligations of less popular broadcast stations as of January 2002. In response to the legislation, DirecTV, Inc. and EchoStar Communications Corporation already have initiated plans to carry the major network stations in the nation's top television markets. DBS, however, is limited in the local programming it can provide because of the current capacity limitations of satellite technology. It is, therefore, expected that DBS companies will offer local broadcast programming only in the larger U.S. markets for the foreseeable future. The same legislation providing for DBS carriage of local broadcast stations reduced the compulsory copyright fees paid by DBS companies and allows them to continue offering distant network signals to rural customers. America Online Inc., the nation's leading provider of Internet services has recently announced a plan to invest $1.5 billion in Hughes Electronics Corp., DirecTV's parent company, and these companies intend to jointly market America Online's prospective Internet television service to DirecTV's DBS customers. DSL. The deployment of digital subscriber line technology, known as DSL, will allow Internet access to subscribers at data transmission speeds greater than those of modems over conventional telephone lines. Several telephone companies and other companies are introducing DSL service. The FCC recently released an order in which it mandated that incumbent telephone companies grant access to the high frequency portion of the local loop over which they provide voice services. This will enable competitive carriers to provide DSL services over the same telephone lines simultaneously used by incumbent telephone companies to provide basic telephone service. However, in a separate order the FCC declined to mandate that incumbent telephone companies unbundle their internal packet switching functionality or related equipment for the benefit of competitive carriers. This functionality or equipment could otherwise have been used by competitive carriers directly to provide DSL or other high-speed broadband services. We are unable to predict whether the FCC's decisions will be sustained upon administrative or judicial appeal, the likelihood of success of the Internet access offered by our competitors or the impact on our business and operations of these competitive ventures. TRADITIONAL OVERBUILDS. Cable television systems are operated under non-exclusive franchises granted by local authorities. More than one cable system may legally be built in the same area. It is possible that a franchising authority might grant a second franchise to another cable operator and that franchise might contain terms and conditions more favorable than those afforded us. In addition, entities willing to establish an open video system, under which they offer unaffiliated programmers non-discriminatory access to a portion of the system's cable system may be able to avoid local franchising requirements. Well financed businesses from outside the cable industry, such as public utilities which already possess fiber optic and other transmission lines in the areas they serve may over time become competitors. There has been a recent -9- increase in the number of cities that have constructed their own cable systems, in a manner similar to city-provided utility services. Constructing a competing cable system is a capital intensive process which involves a high degree of risk. We believe that in order to be successful, a competitor's overbuild would need to be able to serve the homes and businesses in the overbuilt area on a more cost-effective basis than us. Any such overbuild operation would require either significant access to capital or access to facilities already in place that are capable of delivering cable television programming. TELEPHONE COMPANIES AND UTILITIES. The competitive environment has been significantly affected by both technological developments and regulatory changes enacted in the 1996 Telecommunications Act, which were designed to enhance competition in the cable television and local telephone markets. Federal cross-ownership restrictions historically limited entry by local telephone companies into the cable television business. The 1996 Telecommunications Act modified this cross-ownership restriction, making it possible for local exchange carriers who have considerable resources to provide a wide variety of video services competitive with services offered by cable systems. If we expand our offerings to include Internet and other telecommunications services, we will be subject to competition from other telecommunications providers. The telecommunications industry is highly competitive and includes competitors with greater financial and personnel resources, who have brand name recognition and long-standing relationships with regulatory authorities. Moreover, mergers, joint ventures and alliances among franchise, wireless or private cable television operators, local exchange carriers and others may result in providers capable of offering cable television, Internet, and telecommunications services in direct competition with us. Several telephone companies have obtained or are seeking cable television franchises from local governmental authorities and are constructing cable systems. Cross-subsidization by local exchange carriers of video and telephony services poses a strategic advantage over cable operators seeking to compete with local exchange carriers that provide video services. Some local exchange carriers may choose to make broadband services available under the open video regulatory framework of the FCC. In addition, local exchange carriers provide facilities for the transmission and distribution of voice and data services, including Internet services, in competition with our existing or potential interactive services ventures and businesses, including Internet service, as well as data and other non-video services. We cannot predict the likelihood of success of the broadband services offered by our competitors or the impact on us of such competitive ventures. The entry of telephone companies as direct competitors in the video marketplace, however, is likely to become more widespread and could adversely affect the profitability and valuation of the systems. Additionally, we are subject to competition from utilities which possess fiber optic transmission lines capable of transmitting signals with minimal signal distortion. SMATV. Additional competition is posed by satellite master antenna television systems known as "SMATV systems" serving multiple dwelling units, referred to in the cable industry as "MDU's", such as condominiums, apartment complexes, and private residential communities. These private cable systems may enter into exclusive agreements with such MDUs, which may preclude operators of franchise systems from serving residents of such private complexes. Such private cable systems can offer both improved reception of local television stations and many of the same satellite-delivered program services which are offered by cable systems. SMATV systems currently benefit from operating advantages not available to franchised cable systems, including fewer regulatory burdens and no requirement to service low density or economically depressed communities. Exemption from regulation may provide a competitive advantage to certain of our current and potential competitors. WIRELESS DISTRIBUTION. Cable television systems also compete with wireless program distribution services such as multi-channel multipoint distribution systems or "wireless cable", known as MMDS. MMDS uses low-power microwave frequencies to transmit television programming over-the-air to paying customers. Wireless distribution services generally provide many of the programming services provided by cable systems, and digital compression technology is likely to increase significantly the channel capacity of their systems. Both analog and digital MMDS services require unobstructed "line of sight" transmission paths. -10- LEGISLATION AND REGULATION The following summary addresses the key regulatory developments and legislation affecting the cable television industry. The operation of a cable system is extensively regulated by the FCC, some state governments and most local governments. The 1996 Telecommunications Act has altered the regulatory structure governing the nation's communications providers. It removes barriers to competition in both the cable television market and the local telephone market. Among other things, it also reduces the scope of cable rate regulation and encourages additional competition in the video programming industry by allowing local telephone companies to provide video programming in their own telephone service areas. The 1996 Telecommunications Act requires the FCC to undertake a host of implementing rulemakings. Moreover, Congress and the FCC have frequently revisited the subject of cable regulation. Future legislative and regulatory changes could adversely affect our operations, and there have been calls in Congress and at the FCC to maintain or even tighten cable regulation in the absence of widespread effective competition. CABLE RATE REGULATION. The 1992 Cable Act imposed an extensive rate regulation regime on the cable television industry, which limited the ability of cable companies to increase subscriber fees. Under that regime, all cable systems are subject to rate regulation, unless they face "effective competition" in their local franchise area. Federal law now defines "effective competition" on a community-specific basis as requiring satisfaction of conditions rarely satisfied in the current marketplace. Although the FCC has established the underlying regulatory scheme, local government units, commonly referred to as local franchising authorities, are primarily responsible for administering the regulation of the lowest level of cable--the basic service tier, which typically contains local broadcast stations and public, educational, and government access channels. Before a local franchising authority begins basic service rate regulation, it must certify to the FCC that it will follow applicable federal rules. Many local franchising authorities have voluntarily declined to exercise their authority to regulate basic service rates. Local franchising authorities also have primary responsibility for regulating cable equipment rates. Under federal law, charges for various types of cable equipment must be unbundled from each other and from monthly charges for programming services. As of December 31, 1999, none of our local franchising authorities were certified to regulate basic tier rates. The 1992 Cable Act permits communities to certify and regulate rates at any time, so that it is possible that localities served by the systems may choose to certify and regulate rates in the future. The FCC historically administered rate regulation of cable programming service tiers, which is the expanded basic programming package that offers services other than basic programming and which typically contains satellite-delivered programming. As of December 31, 1999, we had no cable programming service tier rate complaints pending at the FCC. Under the 1996 Telecommunications Act, however, the FCC's authority to regulate cable programming service tier rates terminated on March 31, 1999. The FCC has taken the position that it will still adjudicate pending cable programming service tier complaints but will strictly limit its review, and possible refund orders, to the time period predating the termination date. The elimination of cable programming service tier regulation on a prospective basis affords us substantially greater pricing flexibility. Under the rate regulations of the FCC, most cable systems were required to reduce their basic service tier and cable programming service tier rates in 1993 and 1994, and have since had their rate increases governed by a complicated price cap scheme that allows for the recovery of inflation and certain increased costs, as well as providing some incentive for expanding channel carriage. The FCC has modified its rate adjustment regulations to allow for annual rate increases and to minimize previous problems associated with regulatory lag. Operators also have the opportunity to bypass this "benchmark" regulatory scheme in favor of traditional "cost-of-service" regulation in cases -11- where the latter methodology appears favorable. Cost of service regulation is a traditional form of rate regulation, under which a utility is allowed to recover its costs of providing the regulated service, plus a reasonable profit. The FCC and Congress have provided various forms of rate relief for smaller cable systems owned by smaller operators. Premium cable services offered on a per-channel or per program basis remain unregulated. However, federal law requires that the basic service tier be offered to all cable subscribers and limits the ability of operators to require purchase of any cable programming service tier if a customer seeks to purchase premium services offered on a per-channel or per-program basis, subject to a technology exception which terminates in 2002. As noted above, FCC regulation of cable programming service tier rates for all systems, regardless of size, terminated under the 1996 Telecommunications Act on March 31, 1999. As a result, the regulatory regime just discussed is now essentially applicable only to basic services tier and cable equipment. Some legislators, however, have called for new rate regulations if unregulated rates increase dramatically. The 1996 Telecommunications Act also relaxes existing "uniform rate" requirements by specifying that uniform rate requirements do not apply where the operator faces "effective competition," and by exempting bulk discounts to multiple dwelling units, although complaints about predatory pricing still may be made to the FCC. CABLE ENTRY INTO TELECOMMUNICATIONS. The 1996 Telecommunications Act creates a more favorable environment for us to provide telecommunications services beyond traditional video delivery. It provides that no state or local laws or regulations may prohibit or have the effect of prohibiting any entity from providing any interstate or intrastate telecommunications service. A cable operator is authorized under the 1996 Telecommunications Act to provide telecommunications services without obtaining a separate local franchise. States are authorized, however, to impose "competitively neutral" requirements regarding universal service, public safety and welfare, service quality, and consumer protection. State and local governments also retain their authority to manage the public rights-of-way and may require reasonable, competitively neutral compensation for management of the public rights-of-way when cable operators provide telecommunications service. The favorable pole attachment rates afforded cable operators under federal law can be gradually increased by utility companies owning the poles, beginning in 2001, if the operator provides telecommunications service, as well as cable service, over its plant. The FCC recently clarified that a cable operator's favorable pole rates are not endangered by the provision of Internet access. Cable entry into telecommunications will be affected by the regulatory landscape now being developed by the FCC and state regulators. One critical component of the 1996 Telecommunications Act to facilitate the entry of new telecommunications providers, including cable operators, is the interconnection obligation imposed on all telecommunications carriers. In July 1997, the Eighth Circuit Court of Appeals vacated certain aspects of the FCC initial interconnection order but most of that decision was reversed by the U.S. Supreme Court in January 1999. The Supreme Court effectively upheld most of the FCC interconnection regulations. Although these regulations should enable new telecommunications entrants to reach viable interconnection agreements with incumbent carriers, many issues, including which specific network elements the FCC can mandate that incumbent carriers make available to competitors, remain subject to administrative and judicial appeal. If the FCC's current list of unbundled network elements is upheld on appeal, it would make it easier for us to provide telecommunications service. INTERNET SERVICE. Although there is at present no significant federal regulation of cable system delivery of Internet services, and the FCC recently issued several reports finding no immediate need to impose such regulation, this situation may change as cable systems expand their broadband delivery of Internet services. In particular, proposals have been advanced at the FCC and Congress that would require cable operators to provide access to unaffiliated Internet service providers and online service providers. Certain Internet service providers also are attempting to use existing modes of access that are commercially leased to gain access to cable system delivery. A petition on this issue is now pending before the FCC. Finally, some local franchising authorities are considering the imposition of mandatory Internet access requirements as part of cable franchise renewals or transfers. A federal -12- district court in Portland, Oregon recently upheld the legal ability of local franchising authorities to impose such conditions, but an appeal was filed with the Ninth Circuit Court of Appeals, oral argument has been held and the parties are awaiting a decision. Other local authorities have imposed or may impose mandatory Internet access requirements on cable operators. These developments could, if they become widespread, burden the capacity of cable systems and complicate our own plans for providing Internet service. TELEPHONE COMPANY ENTRY INTO CABLE TELEVISION. The 1996 Telecommunications Act allows telephone companies to compete directly with cable operators by repealing the historic telephone company/cable cross-ownership ban. Local exchange carriers, including the regional telephone companies, can now compete with cable operators both inside and outside their telephone service areas with certain regulatory safeguards. Because of their resources, local exchange carriers could be formidable competitors to traditional cable operators. Various local exchange carriers already are providing video programming services within their telephone service areas through a variety of distribution methods, including both the deployment of broadband wire facilities and the use of wireless transmission. Under the 1996 Telecommunications Act, local exchange carriers or any other cable competitor providing video programming to subscribers through broadband wire should be regulated as a traditional cable operator, subject to local franchising and federal regulatory requirements, unless the local exchange carrier or other cable competitor elects to deploy its broadband plant as an open video system. To qualify for favorable open video system status, the competitor must reserve two-thirds of the system's activated channels for unaffiliated entities. The Fifth Circuit Court of Appeals reversed certain of the FCC's open video system rules, including its preemption of local franchising. The FCC recently revised the applicable rules to eliminate this general preemption, thereby leaving franchising discretion to state and local authorities. It is unclear what effect this ruling will have on the entities pursuing open video system operation. Although local exchange carriers and cable operators can now expand their offerings across traditional service boundaries, the general prohibition remains on local exchange carrier buyouts of co-located cable systems. Co-located cable systems are cable systems serving an overlapping territory. Cable operator buyouts of co-located local exchange carrier systems, and joint ventures between cable operators and local exchange carriers in the same market are also prohibited. The 1996 Telecommunications Act provides a few limited exceptions to this buyout prohibition, including a carefully circumscribed "rural exemption." The 1996 Telecommunications Act also provides the FCC with the limited authority to grant waivers of the buyout prohibition. ELECTRIC UTILITY ENTRY INTO TELECOMMUNICATIONS/CABLE TELEVISION. The 1996 Telecommunications Act provides that registered utility holding companies and subsidiaries may provide telecommunications services, including cable television, despite restrictions in the Public Utility Holding Company Act. Electric utilities must establish separate subsidiaries, known as "exempt telecommunications companies" and must apply to the FCC for operating authority. Like telephone companies, electric utilities have substantial resources at their disposal, and could be formidable competitors to traditional cable systems. Several such utilities have been granted broad authority by the FCC to engage in activities which could include the provision of video programming. ADDITIONAL OWNERSHIP RESTRICTIONS. The 1996 Telecommunications Act eliminates statutory restrictions on broadcast/cable cross-ownership, including broadcast network/cable restrictions, but leaves in place existing FCC regulations prohibiting local cross-ownership between co-located television stations and cable systems. Under the 1992 Cable Act, the FCC adopted rules precluding a cable system from devoting more than 40% of its activated channel capacity to the carriage of affiliated national video program services. Also under the 1992 Cable Act, the FCC has adopted rules that preclude any cable operator from serving more than 30% of all U.S. domestic multichannel video subscribers, including cable and direct broadcast satellite subscribers. However, this provision has been stayed pending further judicial review. MUST CARRY/RETRANSMISSION CONSENT. The 1992 Cable Act contains broadcast signal carriage requirements. Broadcast signal carriage is the transmission of broadcast television signals over a cable system to cable customers. These requirements, among other things, allow local commercial -13- television broadcast stations to elect once every three years between "must carry" status or "retransmission consent" status. Less popular stations typically elect must carry, which is the broadcast signal carriage requirement that allows local commercial television broadcast stations to require a cable system to carry the station. More popular stations, such as those affiliated with a national network, typically elect retransmission consent which is the broadcast signal carriage requirement that allows local commercial television broadcast stations to negotiate for payments for granting permission to the cable operator to carry the stations. Must carry requests can dilute the appeal of a cable system's programming offerings because a cable system with limited channel capacity may be required to forego carriage of popular channels in favor of less popular broadcast stations electing must carry. Retransmission consent demands may require substantial payments or other concessions. Either option has a potentially adverse effect on our business. The burden associated with must carry may increase substantially if broadcasters proceed with planned conversion to digital transmission and the FCC determines that cable systems must carry all analog and digital broadcasts in their entirety. This burden would reduce capacity available for more popular video programming and new internet and telecommunication offerings. A rulemaking is now pending at the FCC regarding the imposition of dual digital and analog must carry. ACCESS CHANNELS. Local franchising authorities can include franchise provisions requiring cable operators to set aside certain channels for public, educational and governmental access programming. Federal law also requires cable systems to designate a portion of their channel capacity, up to 15% in some cases, for commercial leased access by unaffiliated third parties. The FCC has adopted rules regulating the terms, conditions and maximum rates a cable operator may charge for commercial leased access use. We believe that requests for commercial leased access carriages have been relatively limited. A new request has been forwarded to the FCC, however, requesting that unaffiliated Internet service providers be found eligible for commercial leased access. Although we do not believe such use is in accord with the governing statute, a contrary ruling could lead to substantial leased activity by Internet service providers and disrupt our own plans for Internet service. ACCESS TO PROGRAMMING. To spur the development of independent cable programmers and competition to incumbent cable operators, the 1992 Cable Act imposed restrictions on the dealings between cable operators and cable programmers. Of special significance from a competitive business posture, the 1992 Cable Act precludes video programmers affiliated with cable companies from favoring their cable operators over new competitors and requires such programmers to sell their programming to other multichannel video distributors. This provision limits the ability of vertically integrated cable programmers to offer exclusive programming arrangements to cable companies. There also has been interest expressed in further restricting the marketing practices of cable programmers, including subjecting programmers who are not affiliated with cable operators to all of the existing program access requirements, and subjecting terrestrially delivered programming to the program access requirements. Terrestrially delivered programming is programming delivered other than by satellite. These changes should not have a dramatic impact on us, but would limit potential competitive advantages we now enjoy. INSIDE WIRING; SUBSCRIBER ACCESS. In an order issued in 1997, the FCC established rules that require an incumbent cable operator upon expiration of a multiple dwelling unit service contract to sell, abandon, or remove "home run" wiring that was installed by the cable operator in a multiple dwelling unit building. These inside wiring rules are expected to assist building owners in their attempts to replace existing cable operators with new programming providers who are willing to pay the building owner a higher fee, where such a fee is permissible. The FCC has also proposed abrogating all exclusive multiple dwelling unit service agreements held by incumbent operators, but allowing such contracts when held by new entrants. In another proceeding, the FCC has preempted restrictions on the deployment of private antenna on rental property within the exclusive use of a tenant, such as balconies and patios. This FCC ruling may limit the extent to which we along with multiple dwelling unit owners may enforce certain aspects of multiple dwelling unit agreements which otherwise prohibit, for example, placement of digital broadcast satellite receiver antennae in multiple dwelling unit areas under the exclusive occupancy of a renter. These developments may make it even more difficult for us to provide service in multiple dwelling unit complexes. -14- OTHER REGULATIONS OF THE FCC. In addition to the FCC regulations noted above, there are other regulations of the FCC covering such areas as: * equal employment opportunity, * subscriber privacy, * programming practices, including, among other things, (1) syndicated program exclusivity, which is a FCC rule which requires a cable system to delete particular programming offered by a distant broadcast signal carried on the system which duplicates the programming for which a local broadcast station has secured exclusive distribution rights, (2) network program nonduplication, (3) local sports blackouts, (4) indecent programming, (5) lottery programming, (6) political programming, (7) sponsorship identification, (8) children's programming advertisements, and (9) closed captioning, * registration of cable systems and facilities licensing, * maintenance of various records and public inspection files, * aeronautical frequency usage, * lockbox availability, * antenna structure notification, * tower marking and lighting, * consumer protection and customer service standards, * technical standards, * consumer electronics equipment compatibility, and * emergency alert systems. The FCC recently ruled that cable customers must be allowed to purchase cable converters from third parties and established a multi-year phase-in during which security functions, which would remain in the operator's exclusive control, would be unbundled from basic converter functions, which could then be satisfied by third party vendors. The FCC has the authority to enforce its regulations through the imposition of substantial fines, the issuance of cease and desist orders and/or the imposition of other administrative sanctions, such as the revocation of FCC licenses needed to operate certain transmission facilities used in connection with cable operations. -15- COPYRIGHT. Cable television systems are subject to federal copyright licensing covering carriage of television and radio broadcast signals. In exchange for filing certain reports and contributing a percentage of their revenues to a federal copyright royalty pool, that varies depending on the size of the system, the number of distant broadcast television signals carried, and the location of the cable system, cable operators can obtain blanket permission to retransmit copyrighted material included in broadcast signals. The possible modification or elimination of this compulsory copyright license is the subject of continuing legislative review and could adversely affect our ability to obtain desired broadcast programming. We cannot predict the outcome of this legislative activity. Copyright clearances for nonbroadcast programming services are arranged through private negotiations. Cable operators distribute locally originated programming and advertising that use music controlled by the two principal major music performing rights organizations, the American Society of Composers, Authors and Publishers and Broadcast Music, Inc. The cable industry has had a long series of negotiations and adjudications with both organizations. A prior voluntarily negotiated agreement with Broadcast Music has now expired, and is subject to further proceedings. The governing rate court recently set retroactive and prospective cable industry rates for American Society of Composers music based on the previously negotiated Broadcast Music rate. Although we cannot predict the ultimate outcome of these industry proceedings or the amount of any license fees we may be required to pay for past and future use of association-controlled music, we do not believe such license fees will be significant to our business and operations. STATE AND LOCAL REGULATION. Cable television systems generally are operated pursuant to nonexclusive franchises granted by a municipality or other state or local government entity in order to cross public rights-of-way. Federal law now prohibits local franchising authorities from granting exclusive franchises or from unreasonably refusing to award additional franchises. Cable franchises generally are granted for fixed terms and in many cases include monetary penalties for non-compliance and may be terminable if the franchisee failed to comply with material provisions. The specific terms and conditions of franchises vary materially between jurisdictions. Each franchise generally contains provisions governing cable operations, service rates, franchising fees, system construction and maintenance obligations, system channel capacity, design and technical performance, customer service standards, and indemnification protections. A number of states, including Connecticut, subject cable systems to the jurisdiction of centralized state governmental agencies, some of which impose regulation of a character similar to that of a public utility. Although local franchising authorities have considerable discretion in establishing franchise terms, there are certain federal limitations. For example, local franchising authorities cannot insist on franchise fees exceeding 5% of the system's gross cable-related revenues, cannot dictate the particular technology used by the system, and cannot specify video programming other than identifying broad categories of programming. Federal law contains renewal procedures designed to protect incumbent franchisees against arbitrary denials of renewal. Even if a franchise is renewed, the local franchising authority may seek to impose new and more onerous requirements such as significant upgrades in facilities and service or increased franchise fees as a condition of renewal. Similarly, if a local franchising authority's consent is required for the purchase or sale of a cable system or franchise, such local franchising authority may attempt to impose more burdensome or onerous franchise requirements in connection with a request for consent. Historically, most franchises have been renewed for and consents granted to cable operators that have provided satisfactory services and have complied with the terms of their franchise. Under the 1996 Telecommunications Act, cable operators are not required to obtain franchises for the provision of telecommunications services, and local franchising authorities are prohibited from limiting, restricting, or conditioning the provision of such services. In addition, local franchising authorities may not require a cable operator to provide any telecommunications service or facilities, other than institutional networks under certain circumstances, as a condition of an initial franchise grant, a franchise renewal, or a franchise transfer. The 1996 Telecommunications Act also provides -16- that franchising fees are limited to an operator's cable-related revenues and do not apply to revenues that a cable operator derives from providing new telecommunications services. Item 2. PROPERTIES We own or lease parcels of real property for signal reception sites (antenna towers and headends), microwave facilities and business offices, and own or lease our service vehicles. We believe that our properties, both owned and leased, are in good condition and are suitable and adequate for our business operations. We own substantially all of the assets related to our cable television operations, including our program production equipment, headend (towers, antennas, electronic equipment and satellite earth stations), cable plant (distribution equipment, amplifiers, customer drops and hardware), converters, test equipment and tools and maintenance equipment. Item 3. LEGAL PROCEEDINGS We are periodically a party to various legal proceedings. These legal proceedings are ordinary and routine litigation proceedings that are incidental to our business. Except for the item noted below, management believes that the outcome of all pending legal proceedings will not, in the aggregate, have a material adverse effect on our financial condition. In the state of Illinois, customers have filed a punitive class action lawsuit on behalf of all persons residing in the state who are or were customers of the partnership's cable television service, and who have been charged a fee for delinquent payment of their cable bill. The action challenges the legality of the processing fee and seeks declaratory judgment, injunctive relief and unspecified damages. At present, the partnership is not able to project the outcome of the action. All of the partnership's basic subscribers reside in Illinois where the claim has been filed. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. -17- PART II Item 5. MARKET FOR THE REGISTRANT'S EQUITY SECURITIES AND RELATED SECURITY HOLDER MATTERS Liquidity - --------- While our equity securities, which consist of units of limited partnership interests, are publicly held, there is no established public trading market for the units and we do not expect that a market will develop. The approximate number of equity security holders of record was 960 as of December 31, 1999. In addition to restrictions on the transferability of units contained in our partnership agreement, the transferability of units may be affected by restrictions on resales imposed by federal or state law. Distributions - ------------- The amended partnership agreement generally provides that all cash distributions (as defined) be allocated 1% to the general partners and 99% to the limited partners until the limited partners have received aggregate cash distributions equal to their original capital contributions ("Capital Payback"). The partnership agreement also provides that all partnership profits, gains, operational losses, and credits (all as defined) be allocated 1% to the general partners and 99% to the limited partners until the limited partners have been allocated net profits equal to the amount of cash flow required for Capital Payback. After the limited partners have received cash flow equal to their initial investments, the general partners will receive a 1% allocation of cash flow from sale or liquidation of a system until the limited partners have received an annual simple interest return of at least 18% of their initial investments less any distributions from previous system sales and cash distributions from operations after Capital Payback. Thereafter, the respective allocations will be made 15% to the general partners and 85% to the limited partners. Any losses from system sales or exchanges shall be allocated first to all partners having positive capital account balances (based on their respective capital accounts) until all such accounts are reduced to zero and thereafter to the corporate general partner. All allocations to individual limited partners will be based on their respective limited partnership ownership interests. Upon the disposition of substantially all of the partnership's assets, gains shall be allocated first to the limited partners having negative capital account balances until their capital accounts are increased to zero, next equally among the general partners until their capital accounts are increased to zero, and thereafter as outlined in the preceding paragraph. Upon dissolution of the partnership, any negative capital account balances remaining after all allocations and distributions are made must be funded by the respective partners. The policy of the corporate general partner (although there is no contractual obligation to do so) is to cause the partnership to make cash distributions on a quarterly basis throughout the operational life of the partnership, assuming the availability of sufficient cash flow from partnership operations. The amount of such distributions, if any, will vary from quarter to quarter depending upon our results of operations and the corporate general partner's determination of whether otherwise available funds are needed for the partnership's ongoing working capital and other liquidity requirements. We began making periodic cash distributions to limited partners from operations during 1986, and distributed an aggregate of $374,200 ($12.50 per unit) to limited partners in each year during 1997, 1998 and 1999. The Partnership will continue to determine the Partnership's ability to pay distributions on a quarter-by-quarter basis. Our ability to pay distributions, the actual level of distributions and the continuance of distributions will depend on a number of factors, including: the amount of cash flow from operations, projected capital expenditures, provision for contingent liabilities, regulatory or legislative developments governing the cable television industry, and growth in customers. Some of these factors are beyond our control and consequently, we cannot make assurances regarding the level or timing of future distributions. -18- Item 6. SELECTED FINANCIAL DATA Set forth below is selected financial data of the partnership for the five years ended December 31, 1999. This data should be read in conjunction with the partnership's financial statements included in Item 8 hereof and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 7.
Year Ended December 31, ------------------------------------------------------------------------------------ OPERATIONS STATEMENT DATA 1995 1996 1997 1998 1999 -------------- ------------- -------------- ------------- -------------- Revenues $ 2,603,700 $ 2,797,500 $ 2,994,500 $ 3,158,400 $ 3,200,400 Costs and expenses (1,390,900) (1,525,400) (1,567,100) (1,743,300) (1,842,500) Depreciation and amortization (694,200) (310,600) (326,000) (466,700) (472,400) -------------- ------------- -------------- ------------- -------------- Operating income 518,600 961,500 1,101,400 948,400 885,500 Interest expense (9,000) (9,100) (1,600) (15,100) (19,400) Interest income 109,000 118,000 128,800 81,900 93,900 Gain on sale of cable assets - 2,700 - - - -------------- ------------- -------------- ------------- -------------- Net income $ 618,600 $ 1,073,100 $ 1,228,600 $ 1,015,200 $ 960,000 ============== ============= ============== ============= ============== Distributions to partners $ 378,000 $ 378,000 $ 378,000 $ 378,000 $ 378,000 ============== ============= ============== ============= ============== Per unit of limited partnership interest: Net income $ 20.46 $ 35.49 $ 40.63 $ 33.57 $ 31.75 ============== ============= ============== ============= ============== Distributions $ 12.50 $ 12.50 $ 12.50 $ 12.50 $ 12.50 ============== ============= ============== ============= ============== OTHER OPERATING DATA Net cash provided by operating activities $ 1,173,000 $ 1,446,400 $ 1,505,100 $ 1,397,200 $ 1,339,700 Net cash used in investing activities (465,200) (876,100) (2,198,400) (806,800) (643,000) Net cash used in financing activities (378,000) (378,000) (378,000) (378,000) (378,000) EBITDA (1) 1,212,800 1,272,100 1,427,400 1,415,100 1,357,900 EBITDA to revenues 46.6% 45.5% 47.7% 44.8% 42.4% Capital expenditures $ 408,200 $ 869,300 $ 2,182,700 $ 794,100 $ 627,900 As of December 31, ------------------------------------------------------------------------------------ BALANCE SHEET DATA 1995 1996 1997 1998 1999 -------------- ------------- -------------- ------------- -------------- Total assets $ 4,118,200 $ 4,918,400 $ 6,015,100 $ 6,555,700 $ 7,096,500 General partners' deficit (35,700) (28,800) (20,300) (13,900) (8,100) Limited partners' capital 3,855,300 4,543,500 5,385,600 6,016,400 6,592,600 - ----------
(1) EBITDA is calculated as operating income before depreciation and amortization. Based on our experience in the cable television industry, we believe that EBITDA and related measures of cash flow serve as important financial analysis tools for measuring and comparing cable television companies in several areas, such as liquidity, operating performance and leverage. EBITDA is not a measurement determined under generally accepted accounting principles ("GAAP") and does not represent cash generated from operating activities in accordance with GAAP. You should not consider EBITDA as an alternative to net income as an indicator of financial performance or as an alternative to cash flows as a measure of liquidity. In addition, our definition of EBITDA may not be identical to similarly titled measures used by other companies. -19- Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction - ------------ The 1992 Cable Act required the Federal Communications Commission to, among other things, implement extensive regulation of the rates charged by cable television systems for basic and programming service tiers, installation, and customer premises equipment leasing. Compliance with those rate regulations has had a negative impact on our revenues and cash flow. The 1996 Telecommunications Act substantially changed the competitive and regulatory environment for cable television and telecommunications service providers. Among other changes, the 1996 Telecommunications Act ended the regulation of cable programming service tier rates on March 31, 1999. There can be no assurance as to what, if any, further action may be taken by the FCC, Congress or any other regulatory authority or court, or their effect on our business. Accordingly, our historical financial results as described below are not necessarily indicative of future performance. This annual report includes certain forward-looking statements regarding, among other things, our future results of operations, regulatory requirements, competition, capital needs and general business conditions applicable to the partnership. Such forward-looking statements involve risks and uncertainties including, without limitation, the uncertainty of legislative and regulatory changes and the rapid developments in the competitive environment facing cable television operators such as the partnership, as discussed more fully elsewhere in this Report. RESULTS OF OPERATIONS 1999 Compared to 1998 Our revenues increased from $3,158,400 to $3,200,400, or by 1.3%, for the year ended December 31, 1999 compared to 1998. Of the $42,000 increase, $71,200 was due to increases in regulated service rates we implemented in 1999. The increase was partially offset by a $15,500 decrease due to decreases in the number of subscriptions for basic service and a $13,700 decrease in other revenue producing items. As of December 31, 1999, we had approximately 7,100 basic subscribers and 1,400 premium service units. Our service costs increased from $902,700 to $987,100, or by 9.3%, for the year ended December 31, 1999 compared to 1998. Service costs represent costs directly attributable to providing cable services to customers. The increase was primarily due to increases in programming fees. Programming expense increased primarily due to increases in rates charged by program suppliers and due to channel additions in our Taylorville, Illinois cable system. Our general and administrative expenses increased from $343,300 to $359,700, or by 4.8%, for the year ended December 31, 1999 compared to 1998, primarily due to increases in insurance premiums and customer billing expenses. Our management fees and reimbursed expenses decreased from $497,300 to $495,700, or by less than 1.0%, for the year ended December 31, 1999 compared to 1998. Management fees increased in direct relation to increased revenues as described above. Reimbursed expenses decreased due to lower allocated personnel costs. Our depreciation and amortization expense increased from $466,700 to $472,400, or by 1.2%, for the year ended December 31, 1999 compared to 1998, primarily due to the rebuild of our plant in Taylorville, Illinois. Depreciation expense increased as portions of the system rebuild were placed into service. -20- Our operating income decreased from $948,400 to $885,500, or by 6.6%, for the year ended December 31, 1999 compared to 1998, primarily due to increases in programming fees and insurance premiums as described above. Our interest income, net of interest expense, increased from $66,800 to $74,500, or by 11.5%, for the year ended December 31, 1999 compared to 1998, primarily due to higher average cash balances available for investment. Due to the factors described above, our net income decreased from $1,015,200 to $960,000, or by 5.4%, for the year ended December 31, 1999 compared to 1998. EBITDA is calculated as operating income before depreciation and amortization. See footnote 1 to "Selected Financial Data." EBITDA as a percentage of revenues decreased from 44.8% during 1998 to 42.4% in 1999. The decrease was primarily caused by higher programming fees and insurance premiums as described above. EBITDA decreased from $1,415,100 to $1,357,900, or by 4.0%, as a result. 1998 Compared to 1997 Our revenues increased from $2,994,500 to $3,158,400, or by 5.5%, for the year ended December 31, 1998 compared to 1997. Of the $163,900 increase, $112,500 was due to increases in regulated service rates that we implemented in 1997, $48,100 was due to increases in other revenue producing items, including charges for franchise fees that the Partnership is permitted to pass through to its customers, and $3,300 was due to increases in the number of subscriptions for basic service. As of December 31, 1998, we had approximately 7,100 basic subscribers and 1,400 premium service units. Our service costs increased from $846,300 to $902,700, or by 6.7%, for the year ended December 31, 1998 compared to 1997. Service costs represent costs directly attributable to providing cable services to customers. The increase was primarily due to increases in programming fees. Programming expense increased primarily due to increases in rates charged by program suppliers. Our general and administrative expenses increased from $248,000 to $343,300, or by 38.4%, for the year ended December 31, 1998 compared to 1997, primarily due to increases in marketing costs, audit fees and bad debt expense. Management fees and reimbursed expenses increased from $472,800 to $497,300, or by 5.2%, for the year ended December 31, 1998 compared to 1997. Management fees increased in direct relation to increased revenues as described above. Reimbursed expenses increased due to higher allocated personnel costs resulting from staff additions. Depreciation and amortization expense increased from $326,000 to $466,700, or by 43.2%, for the year ended December 31, 1998 compared to 1997, primarily due to the rebuild of our plant in Taylorville, Illinois. Depreciation expense increased as portions of the system rebuild were placed into service. Our operating income decreased from $1,101,400 to $948,400, or by 13.9%, for the year ended December 31, 1998 compared to 1997, principally due to increases in depreciation expense and programming fees as described above. Our interest income, net of interest expense, decreased from $127,200 to $66,800, or by 47.5%, for the year ended December 31, 1998 compared to 1997, primarily due to lower average cash balances available for investment. Due to the factors described above, our net income decreased from $1,228,600 to $1,015,200, or by 17.4%, for the year ended December 31, 1998 compared to 1997. -21- EBITDA is calculated as operating income before depreciation and amortization. See footnote 1 to "Selected Financial Data." EBITDA as a percentage of revenues decreased from 47.7% during 1997 to 44.8% in 1998. The decrease was primarily caused by higher programming fees and marketing expenses as described above. EBITDA decreased from $1,427,400 to $1,415,100, or by less than 1.0%, as a result. Distributions to Partners Partnership operations generated income exclusive of depreciation and amortization of $1,554,600, $1,481,900 and $1,453,200 in 1997, 1998 and 1999, respectively. As provided in the partnership agreement, distributions to partners are funded from such amounts after providing for working capital and other liquidity requirements, including debt service and capital expenditures not otherwise funded by borrowings. In each of 1997, 1998 and 1999, the partnership paid distributions of $378,000 to its partners. LIQUIDITY AND CAPITAL RESOURCES Our primary objective, having invested net offering proceeds in cable television systems, is to distribute to our partners all available cash flow from operations and proceeds from the sale of cable systems, if any, after providing for expenses and capital requirements relating to the expansion, improvement and upgrade of its cable systems. In accordance with the partnership agreement, the corporate general partner has implemented a plan for liquidating the partnership. In connection with that strategy, the corporate general partner has entered into an agreement with a cable broker to market the partnership's cable systems to third parties. Should the partnership receive offers from third parties for such assets, the corporate general partner will prepare a proxy for submission to the limited partners for the purpose of approving or disapproving such sale. Should such a sale be approved, the corporate general partner will proceed to liquidate the partnership following the settlement of all final liabilities of the partnership. We can give no assurance, however, that we will be able to generate a sale of the partnership's cable assets. At December 31, 1999, the partnership had no debt outstanding. The partnership relies upon cash flow from operations to meet operating requirements and fund necessary capital expenditures. Although the partnership currently has a significant cash balance, there can be no assurance that the partnership's cash flow will be adequate to meet its future liquidity requirements. The partnership has completed the rebuild of its Taylorville, Illinois and neighboring communities cable system at a total cost of approximately $3.5 million under a provision of its franchise agreement. Rebuild construction costs approximated $144,000 during the year ended December 31, 1999. Other capital expenditures in 1999 included approximately $223,300 for the improvement and upgrade of other assets. The partnership also upgraded its system in the community of Gillespie, Illinois under a provision of its franchise agreement. Expenditures for the digital upgrade were approximately $118,000. Additionally, we will upgrade our cable system in Litchfield, Illinois in 2000 at an estimated cost of approximately $1.0 million, which is required to be completed by January, 2001 under a provision of the franchise agreement. Other capital expenditures budgeted for 2000 total approximately $552,100 for the improvement and upgrade of other assets. As a result of these planned capital expenditures, the partnership intends, if possible, to maintain cash reserves. On September 30, 1997, Enstar Finance Company, LLC ("EFC"), a subsidiary of the corporate general partner, obtained a secured bank facility of $35 million from two agent banks in order to obtain funds that would in turn be advanced to us and certain of the other partnerships managed by the corporate general partner. Our maximum loan commitment was approximately $799,600 through November 12, 1999. After that date, we have no commitment available under the EFC facility, which was reduced to $15 million. We paid distributions totaling $378,000 during the year ended December 31, 1999, and expect to continue to pay distributions at this level during 2000. There can, however, be no assurances regarding the level, timing or continuation of future distributions. -22- Beginning in August 1997, the corporate general partner elected to self-insure our cable distribution plant and subscriber connections against property damage as well as possible business interruptions caused by such damage. The decision to self-insure was made due to significant increases in the cost of insurance coverage and decreases in the amount of insurance coverage available. In October 1998, Falcon Communications, L.P. reinstated third party insurance coverage for all of the cable television properties owned or managed by it to cover damage to cable distribution plant and subscriber connections and against business interruptions resulting from such damage. This coverage is subject to a significant annual deductible which applies to all of the cable television properties owned or formerly managed by FCLP through November 12, 1999, and currently managed by Charter, including those of the partnership. All of our subscribers are served by our system in Taylorville, Illinois and neighboring communities. Significant damage to the system due to seasonal weather conditions or other events could have a material adverse effect on our liquidity and cash flows. We continue to purchase insurance coverage in amounts our management views as appropriate for all other property, liability, automobile, workers' compensation and other types of insurable risks. We have not experienced any system failures or other disruptions caused by Year 2000 problems since January 1, 2000 through the date of this report, and do not anticipate that we will encounter any Year 2000 problems going forward. We spent approximately $50,300 in the fourth quarter of 1999 to complete our preparation for the arrival of January 1, 2000 with respect to the Year 2000 date change. Such costs will not be incurred in the future. 1999 vs. 1998 Our operating activities provided $57,500 less cash in 1999 than in 1998. Changes in receivables, prepaid expenses and other assets used $63,400 more cash in 1999 due to differences in the timing of receivable collections and in the payment of prepaid expenses. We used $55,400 less cash to pay liabilities owed to affiliates and third party creditors in 1999 than in 1998 due to differences in the timing of payments. We used $163,400 less cash in investing activities during 1999 than in 1998, due to a $166,200 decrease in expenditures for tangible assets partially offset by a $2,800 increase in spending for intangible assets. 1998 vs. 1997 Our operating activities provided $107,900 less cash in 1998 than in 1997. We used $342,700 more cash to pay liabilities owed to affiliates and third party creditors in 1998 than in 1997 due to differences in the timing of payments. Changes in receivables, prepaid expenses and other assets used $307,500 less cash in 1998 due to differences in the timing of receivable collections and in the payment of prepaid expenses. We used $1,391,600 less cash in investing activities during 1998 than in 1997, due to a $1,388,600 decrease in expenditures for tangible assets and a $3,000 decrease in spending for intangible assets. Inflation - --------- Certain of our expenses, such as those for wages and benefits, equipment repair and replacement, and billing and marketing generally increase with inflation. However, we do not believe that our financial results have been, or will be, adversely affected by inflation in a material way, provided that we are able to increase our service rates periodically, of which there can be no assurance. See "Legislation and Regulation." -23- 0 Item 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are not exposed to material market risks associated with financial instruments. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and related financial information required to be filed hereunder are indexed on Page F-1. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. -24- PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The general partners of the partnership may be considered, for certain purposes, the functional equivalents of directors and executive officers. The corporate general partner is Enstar Communications Corporation, and Robert T. Graff, Jr. is the Individual General Partner. As part of Falcon Cablevision's September 30, 1988 acquisition of the corporate general partner, Falcon Cablevision received an option to acquire Mr. Graff's interest as Individual General Partner of the partnership and other affiliated cable limited partnerships that he previously co-sponsored with the corporate general partner, and Mr. Graff received the right to cause Falcon Cablevision to acquire such interests. These arrangements were modified and extended in an amendment dated September 10, 1993 pursuant to which, among other things, the corporate general partner obtained the option to acquire Mr. Graff's interest in lieu of the purchase right described above which had been previously granted to Falcon Cablevision. Since its incorporation in Georgia in 1982, the corporate general partner has been engaged in the cable/telecommunications business, both as a general partner of 15 limited partnerships formed to own and operate cable television systems and through a wholly-owned operating subsidiary. As of December 31, 1999, the corporate general partner managed cable television systems serving approximately 81,100 basic subscribers. Following the acquisition of the corporate general partner in November 1999 by a Charter Communications-controlled entity, the directors and executive officers of the corporate general partner have been changed to the persons named below all of whom have their principal employment in a comparable position with Charter Communications, Inc.:
NAME POSITION - ---- -------- Jerald L. Kent Director, President and Chief Executive Officer David G. Barford Senior Vice President of Operations - Western Division Mary Pat Blake Senior Vice President - Marketing and Programming Eric A. Freesmeier Senior Vice President - Administration Thomas R. Jokerst Senior Vice President - Advanced Technology Development Kent D. Kalkwarf Senior Vice President and Chief Financial Officer Ralph G. Kelly Senior Vice President - Treasurer David L. McCall Senior Vice President of Operations - Eastern Division John C. Pietri Senior Vice President - Engineering Michael E. Riddle Senior Vice President and Chief Information Officer Steven A. Schumm Executive Vice President, Assistant to the President Curtis S. Shaw Senior Vice President, General Counsel and Secretary Steven E. Silva Senior Vice President - Corporate Development and Technology
Except for Mr. Riddle, our executive officers were appointed to their position following our formation in July 1999, and became employees of Charter Communications, Inc., upon completion of our initial public offering. Prior to that time, they were employees of Charter Investment, Inc. All of our executive officers simultaneously serve in the same capacity with Charter Investment, Inc. JERALD L. KENT, 43 Director, President and Chief Executive Officer. Mr. Kent co-founded Charter Communications Investment, Inc. in 1993. Mr. Kent was executive vice president and chief financial officer of Cencom Cable Associates, Inc. Mr. Kent, a certified public accountant, attained the position of tax manager with Arthur Andersen LLP. Mr. Kent received a bachelor's degree and M.B.A. from Washington University. -25- DAVID G. BARFORD, 41 Senior Vice President of Operations - Western Division. Prior to joining Charter Communications Investment, Inc. in 1995, Mr. Barford held various senior marketing and operating roles during nine years at Comcast Cable Communications, Inc. He received a B.A. from California State University, Fullerton, and an M.B.A. from National University. MARY PAT BLAKE, 44 Senior Vice President - Marketing and Programming. Prior to joining Charter Communications Investment, Inc. in 1995, Ms. Blake was active in the emerging business sector and formed Blake Investments, Inc. in 1993. She has 18 years of experience with senior management responsibilities in marketing, sales, finance, systems, and general management. Ms. Blake received a B.S. from the University of Minnesota and an M.B.A. from the Harvard Business School. ERIC A. FREESMEIER, 46 Senior Vice President - Administration. From 1986 until joining Charter Investment, Inc. in 1998, Mr. Freesmeier served in various executive management positions at Edison Brothers Stores, Inc. Earlier he held management and executive positions at Montgomery Ward. Mr. Freesmeier holds bachelor's degrees from the University of Iowa and a master's degree from Northwestern University's Kellogg Graduate School of Management. THOMAS R. JOKERST, 50 Senior Vice President - Advanced Technology Development. Mr. Jokerst joined Charter Investment, Inc. in 1994. Previously he served as a vice president of Cable Television Laboratories and as a regional director of engineering for Continental Cablevision. He is a graduate of Ranken Technical Institute and of Southern Illinois University. KENT D. KALKWARF, 40 Senior Vice President and Chief Financial Officer. Prior to joining Charter Investment, Inc. in 1995, Mr. Kalkwarf was employed for 13 years by Arthur Andersen LLP where he attained the position of senior tax manager. He has extensive experience in cable, real estate, and international tax issues. Mr. Kalkwarf has a B.S. from Illinois Wesleyan University and is a certified public accountant. RALPH G. KELLY, 43 Senior Vice President - Treasurer. Prior to joining Charter Investment, Inc. in 1993, Mr. Kelly was controller and then treasurer of Cencom Cable Associates. He left Charter in 1994, to become chief financial officer of CableMaxx, Inc., and returned in 1996. Mr. Kelly received his bachelor's degree in accounting from the University of Missouri - Columbia and his M.B.A. from Saint Louis University. DAVID L. MCCALL, 44 Senior Vice President of Operations - Eastern Division. Prior to joining Charter Investment, Inc. in 1995, Mr. McCall was associated with Crown Cable and its predecessor company, Cencom Cable Associates, Inc. from 1983 to 1994. Earlier he was system manager of Coaxial Cable Developers. Mr. McCall has served as a director of the South Carolina Cable Television Association for the past 10 years. JOHN C. PIETRI, 50 Senior Vice President - Engineering. Prior to joining Charter Investment, Inc. in 1998, Mr. Pietri was with Marcus Cable for eight years, most recently serving as senior vice president and chief technical officer. Earlier he was in operations with West Marc Communications and Minnesota Utility Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh. MICHAEL E. RIDDLE, 41 Senior Vice President and Chief Information Officer. Prior to joining Charter Investment, Inc. in 1999, Mr. Riddle was director, applied technologies of Cox Communications for four years. Prior to that, he held technical and management positions during four years at Southwestern Bell and its subsidiaries. Mr. Riddle attended Fort Hays State University. STEVEN A. SCHUMM, 47 Executive Vice President and Assistant to the President. Prior to joining Charter Investment, Inc. in 1998, Mr. Schumm was managing partner of the St. Louis office of Ernst & Young LLP, where he was a partner for 14 of 24 years. He served as one of 10 members of the firm's National Tax Committee. Mr. Schumm earned a B.S. degree from Saint Louis University. CURTIS S. SHAW, 51 Senior Vice President, General Counsel and Secretary. Prior to joining Charter Investment, Inc. in 1997, Mr. Shaw served as corporate counsel to NYNEX since 1988. He has over 25 years of experience as a corporate lawyer, specializing in mergers and acquisitions, joint ventures, public offerings, financings, and federal securities and antitrust law. Mr. Shaw received a B.A. from Trinity College and a J.D. from Columbia University School of Law. -26- STEVEN E. SILVA, 40 Senior Vice President - Corporate Development and Technology. From 1983 until joining Charter Investment, Inc. in 1995, Mr. Silva served in various management positions at U.S. Computer Services, Inc. He is a member of the board of directors of High Speed Access Corp. The sole director of the corporate general partner is elected to a one-year term at the annual shareholder meeting to serve until the next annual shareholder meeting and thereafter until his respective successor is elected and qualified. Officers are appointed by and serve at the discretion of the directors of the corporate general partner. Item 11. EXECUTIVE COMPENSATION Management Fee - -------------- The partnership has a management agreement with Enstar Cable Corporation, a wholly owned subsidiary of the corporate general partner, pursuant to which Enstar Cable manages our systems and provides all operational support for our activities. For these services, Enstar Cable receives a management fee of 5% of our gross revenues, excluding revenues from the sale of cable television systems or franchises, calculated and paid monthly. In addition, we reimburse Enstar Cable for operating expenses incurred by Enstar Cable in the day-to-day operation of our cable systems. The management agreement also requires us to indemnify Enstar Cable (including its officers, employees, agents and shareholders) against loss or expense, absent negligence or deliberate breach by Enstar Cable of the management agreement. The management agreement is terminable by the partnership upon 60 days written notice to Enstar Cable. Enstar Cable had, prior to November 12, 1999, engaged Falcon Communications, L.P. to provide management services for us and paid Falcon Communications, L.P. a portion of the management fees it received in consideration of such services and reimbursed Falcon Communications, L.P. for expenses incurred by Falcon Communications, L.P. on its behalf. Subsequent to November 12, 1999, Charter, as successor-by-merger to Falcon Communications, L.P., has provided such services and received such payments. Additionally, we receive system operating management services from affiliates of Enstar Cable in lieu of directly employing personnel to perform those services. We reimburse the affiliates for our allocable share of their operating costs. The corporate general partner also performs supervisory and administrative services for the partnership, for which it is reimbursed. For the fiscal year ended December 31, 1999, Enstar Cable charged us management fees of approximately $160,000 and reimbursed expenses of $335,700. We also reimbursed affiliates approximately $18,200 for system operating management services. In addition, programming services were purchased through Falcon Communications, L.P. and, subsequent to November 12, 1999, through Charter. We paid Falcon Communications, L.P. and Charter approximately $780,800 for these programming services for fiscal year 1999. Participation in Distributions - ------------------------------ The general partners are entitled to share in distributions from, and profit and losses in, the partnership. See Item 5., "Market for Registrant's Equity Securities and Related Security Holder Matters." -27- Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of March 3, 2000, the only persons known by the Partnership to own beneficially or that may be deemed to own beneficially more than 5% of the units were:
Name and Address Amount and Nature of Percent Title of Class of Beneficial Owner Beneficial Ownership of Class - ------------------------------------- ------------------------------------- --------------------------- ----------- Units of Limited Partnership Everest Cable Investors LLC 1,545.5(1) 5.2% Interest 199 South Los Robles Ave., Suite 440 Pasadena, CA 91101
(1) As reported to us by our transfer agent, Gemisys Corporation. The corporate general partner is a wholly-owned subsidiary of Charter Communications Holding Company, LLC. Charter Communications Holding Company, LLC, through a subsidiary, owns a 100% interest in CC VII. As of March 30, 2000, Charter Communications Holding Company, LLC was beneficially controlled by Paul G. Allen through his ownership and control of Charter Communications, Inc., Charter Investment, Inc. and Vulcan Cable III, Inc. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Conflicts of Interest - --------------------- On November 12, 1999, Charter acquired ownership of Enstar Communications Corporation from Falcon Holding Group, L.P. and assumed the management services operations of Falcon Communications, L.P. Charter now manages the operations of the partnerships of which Enstar Communications Corporation is the corporate general partner, including the partnership. Commencing November 13, 1999, Charter began receiving management fees and reimbursed expenses which had previously been paid by the corporate general partner to Falcon Communications, L.P. The partnership relies upon the corporate general partner and certain of its affiliates to provide general management services, system operating services, supervisory and administrative services and programming. See Item 11., "Executive Compensation" and Item 7., "Management's Discussion and Analysis of Financial Condition and Results of Operations." The executive officers of the corporate general partner have their personal employment with Charter Communications, Inc., and, as a result, are involved in the management of other cable ventures. Charter expects to continue to enter into other cable ventures. These affiliations subject Charter and the corporate general partner and their management to conflicts of interest. These conflicts of interest relate to the time and services that management will devote to the partnership's affairs. Fiduciary Responsibility and Indemnification of the General Partners - -------------------------------------------------------------------- A general partner is accountable to a limited partnership as a fiduciary and consequently must exercise good faith and integrity in handling partnership affairs. Where the question has arisen, some courts have held that a limited partner may institute legal action on his own behalf and on behalf of all other similarly situated limited partners (a class action) to recover damages for a breach of fiduciary duty by a general partner, or on behalf of the partnership (a partnership derivative action) to recover damages from third parties. Section 14-9-1001 of the Georgia Revised Uniform Limited Partnership Act also allows a partner to maintain a partnership derivative action if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. Some cases decided by federal courts have recognized the right of a -28- limited partner to bring such actions under the Securities and Exchange Commission's Rule 10b-5 for recovery of damages resulting from a breach of fiduciary duty by a general partner involving fraud, deception or manipulation in connection with the limited partner's purchase or sale of partnership units. The partnership agreement provides that the general partners will be indemnified by the Partnership for acts performed within the scope of their authority under the partnership agreement if the general partners (i) acted in good faith and in a manner that it reasonably believed to be in, or not opposed to, the best interests of the Partnership and the partners, and (ii) had no reasonable grounds to believe that their conduct was negligent. In addition, the partnership agreement provides that the General Partners will not be liable to the Partnership or its limited partners for errors in judgment or other acts or omissions not amounting to negligence or misconduct. Therefore, limited partners will have a more limited right of action than they would have absent such provisions. In addition, we maintain, at our expense and in such reasonable amounts as the corporate general partner determines, a liability insurance policy which insures the corporate general partner, Charter and its affiliates (which include CC VII), officers and directors and persons determined by the corporate general partner, against liabilities which they may incur with respect to claims made against them for wrongful or allegedly wrongful acts, including certain errors, misstatements, misleading statements, omissions, neglect or breaches of duty. To the extent that the exculpatory provisions purport to include indemnification for liabilities arising under the Securities Act of 1933, it is the opinion of the Securities and Exchange Commission that such indemnification is contrary to public policy and therefore unenforceable. -29- PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Financial Statements Reference is made to the Index to Financial Statements on page F-1. (a) 2. Financial Statement Schedules Reference is made to the Index to Financial Statements on page F-1. (a) 3. Exhibits Reference is made to the Index to Exhibits on Page E-1. (b) Reports on Form 8-K None. -30- 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, on March 30, 2000. ENSTAR INCOME PROGRAM II-1, L.P. By: Enstar Communications Corporation, General Partner By: /s/ Jerald L. Kent -------------------- Jerald L. Kent Director, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 30th day of March 2000.
Signatures Title(*) - --------------------------- ----------------------------------------------------- /s/ Jerald L. Kent Director, President and Chief Executive Officer - -------------------- (Principal Executive Officer) Jerald L. Kent /s/ Kent D. Kalkwarf Senior Vice President and Chief Financial Officer - -------------------- (Principal Financial Officer and Kent D. Kalkwarf Principal Accounting Officer)
(*) Indicates position(s) held with Enstar Communications Corporation, the Corporate General Partner of the Registrant. -31- INDEX TO FINANCIAL STATEMENTS PAGE ---- Report of Independent Auditors F-2 Balance Sheets - December 31, 1998 and 1999 F-3 Financial Statements for each of the three years in the period ended December 31, 1999: Statements of Operations F-4 Statements of Partnership Capital (Deficit) F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 All schedules have been omitted because they are either not required, not applicable or the information has otherwise been supplied. F-1 REPORT OF INDEPENDENT AUDITORS Partners Enstar Income Program II-1, L.P. (A Georgia Limited Partnership) We have audited the accompanying balance sheets of Enstar Income Program II-1, L.P. (A Georgia Limited Partnership) as of December 31, 1998 and 1999, and the related statements of operations, partnership capital (deficit), and cash flows for each of the three years in the period ended December 31, 1999. 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. 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 Enstar Income Program II-1, L.P. at December 31, 1998 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. /s/ ERNST & YOUNG LLP Los Angeles, California March 24, 2000 F-2 ENSTAR INCOME PROGRAM II-1, L.P. BALANCE SHEETS ================================
December 31, ------------------------------------- 1998 1999 ----------------- ---------------- ASSETS: Cash and cash equivalents $ 1,990,700 $ 2,309,000 Accounts receivable, less allowance of $5,100 and $2,000 for possible losses 59,800 57,600 Prepaid expenses and other assets 24,100 77,800 Property, plant and equipment, less accumulated depreciation and amortization 4,414,300 4,585,500 Franchise cost, less accumulated amortization of $37,000 and $47,900 61,300 65,900 Deferred charges, net 5,500 700 ----------------- ---------------- $ 6,555,700 $ 7,096,500 ================= ================ LIABILITIES AND PARTNERSHIP CAPITAL ----------------------------------- LIABILITIES: Accounts payable $ 283,300 $ 267,200 Due to affiliates 269,900 244,800 ----------------- ---------------- TOTAL LIABILITIES 553,200 512,000 ----------------- ---------------- COMMITMENTS AND CONTINGENCIES PARTNERSHIP CAPITAL (DEFICIT): General partners (13,900) (8,100) Limited partners 6,016,400 6,592,600 ----------------- ---------------- TOTAL PARTNERSHIP CAPITAL 6,002,500 6,584,500 ----------------- ---------------- $ 6,555,700 $ 7,096,500 ================= ================
See accompanying notes to financial statements. F-3 ENSTAR INCOME PROGRAM II-1, L.P. STATEMENTS OF OPERATIONS ================================
Year Ended December 31, ------------------------------------------------- 1997 1998 1999 ------------- -------------- -------------- REVENUES $ 2,994,500 $ 3,158,400 $ 3,200,400 ------------- -------------- -------------- OPERATING EXPENSES: Service costs 846,300 902,700 987,100 General and administrative expenses 248,000 343,300 359,700 General Partner management fees and reimbursed expenses 472,800 497,300 495,700 Depreciation and amortization 326,000 466,700 472,400 ------------- -------------- -------------- 1,893,100 2,210,000 2,314,900 ------------- -------------- -------------- Operating income 1,101,400 948,400 885,500 ------------- -------------- -------------- OTHER INCOME (EXPENSE): Interest expense (1,600) (15,100) (19,400) Interest income 128,800 81,900 93,900 ------------- -------------- -------------- 127,200 66,800 74,500 ------------- -------------- -------------- NET INCOME $ 1,228,600 $ 1,015,200 $ 960,000 ============= ============== ============== Net income allocated to General Partners $ 12,300 $ 10,200 $ 9,600 ============= ============== ============== Net income allocated to Limited Partners $ 1,216,300 $ 1,005,000 $ 950,400 ============= ============== ============== NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST $ 40.63 $ 33.57 $ 31.75 ============= ============== ============== WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING THE YEAR 29,936 29,936 29,936 ============= ============== ==============
See accompanying notes to financial statements. F-4 ENSTAR INCOME PROGRAM II-1, L.P. STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT) ================================
General Limited Partners Partners Total ------------- ------------- ------------- PARTNERSHIP CAPITAL (DEFICIT), January 1, 1997 $ (28,800) $ 4,543,500 $ 4,514,700 Distributions to partners (3,800) (374,200) (378,000) Net income for year 12,300 1,216,300 1,228,600 ------------- ------------- ------------- PARTNERSHIP CAPITAL (DEFICIT), December 31, 1997 (20,300) 5,385,600 5,365,300 Distributions to partners (3,800) (374,200) (378,000) Net income for year 10,200 1,005,000 1,015,200 ------------- ------------- ------------- PARTNERSHIP CAPITAL (DEFICIT), December 31, 1998 (13,900) 6,016,400 6,002,500 Distributions to partners (3,800) (374,200) (378,000) Net income for year 9,600 950,400 960,000 ------------- ------------- ------------- PARTNERSHIP CAPITAL (DEFICIT), December 31, 1999 $ (8,100) $ 6,592,600 $ 6,584,500 ============= ============= =============
See accompanying notes to financial statements. F-5 ENSTAR INCOME PROGRAM II-1, L.P. STATEMENTS OF CASH FLOWS ================================
Year Ended December 31, ---------------------------------------------------- 1997 1998 1999 --------------- -------------- -------------- Cash flows from operating activities: Net income $ 1,228,600 $ 1,015,200 $ 960,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 326,000 466,700 472,400 Increase (decrease) from changes in: Accounts receivable, prepaid expenses and other assets (295,600) 11,900 (51,500) Accounts payable and due to affiliates 246,100 (96,600) (41,200) --------------- -------------- -------------- Net cash provided by operating activities 1,505,100 1,397,200 1,339,700 --------------- -------------- -------------- Cash flows from investing activities: Capital expenditures (2,182,700) (794,100) (627,900) Increase in intangible assets (15,700) (12,700) (15,500) --------------- -------------- -------------- Net cash used in investing activities (2,198,400) (806,800) (643,400) --------------- -------------- -------------- Cash flows from financing activities: Distributions to partners (378,000) (378,000) (378,000) --------------- -------------- -------------- Net increase (decrease) in cash and cash equivalents (1,071,300) 212,400 318,300 Cash and cash equivalents at beginning of year 2,849,600 1,778,300 1,990,700 --------------- -------------- -------------- Cash and cash equivalents at end of year $ 1,778,300 $ 1,990,700 $ 2,309,000 =============== ============== ==============
See accompanying notes to financial statements. F-6 ENSTAR INCOME PROGRAM II-1, L.P. NOTES TO FINANCIAL STATEMENTS ================================ NOTE 1 - SUMMARY OF ACCOUNTING POLICIES FORM OF PRESENTATION Enstar Income Program II-1, L.P., a Georgia limited partnership (the "Partnership"), owns and operates cable television systems in rural areas of Illinois. The financial statements do not give effect to any assets that the partners may have outside of their interest in the Partnership, nor to any obligations, including income taxes of the partners. CASH EQUIVALENTS For purposes of the statements of cash flows, the Partnership considers all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short maturity of these instruments. The Partnership has no cash equivalents at December 31, 1999. PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION Property, plant and equipment are stated at cost. Direct costs associated with installations in homes not previously served by cable are capitalized as part of the distribution system, and reconnects are expensed as incurred. For financial reporting, depreciation and amortization is computed using the straight-line method over the following estimated useful lives: Cable television systems 5-15 years Vehicles 3 years Furniture and equipment 5-7 years Leasehold improvements Life of lease FRANCHISE COST The excess of cost over the fair values of tangible assets and customer lists of cable television systems acquired represents the cost of franchises. In addition, franchise cost includes capitalized costs incurred in obtaining new franchises and the renewal of existing franchises. These costs are amortized using the straight-line method over the lives of the franchises, ranging up to 15 years. The Partnership periodically evaluates the amortization periods of these intangible assets to determine whether events or circumstances warrant revised estimates of useful lives. Costs relating to unsuccessful franchise applications are charged to expense when it is determined that the efforts to obtain the franchise will not be successful. DEFERRED CHARGES Deferred charges are amortized using the straight-line method over two years. F-7 ENSTAR INCOME PROGRAM II-1, L.P. NOTES TO FINANCIAL STATEMENTS ================================ NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued) RECOVERABILITY OF ASSETS The Partnership assesses on an ongoing basis the recoverability of intangible and capitalized plant assets based on estimates of future undiscounted cash flows compared to net book value. If the future undiscounted cash flow estimate were less than net book value, net book value would then be reduced to estimated fair value, which would generally approximate discounted cash flows. The Partnership also evaluates the amortization periods of intangible assets to determine whether events or circumstances warrant revised estimates of useful lives. REVENUE RECOGNITION Revenues from customer fees, equipment rental and advertising are recognized in the period that services are delivered. Installation revenue is recognized in the period the installation services are provided to the extent of direct selling costs. Any remaining amount is deferred and recognized over the estimated average period that customers are expected to remain connected to the cable television system. INCOME TAXES As a partnership, Enstar Income Program II-1, L.P. pays no income taxes. All of the income, gains, losses, deductions and credits of the Partnership are passed through to its partners. The basis in the Partnership's assets and liabilities differs for financial and tax reporting purposes. At December 31, 1999, the book basis of the Partnership's net assets exceeded its tax basis by $1,766,200. The accompanying financial statements, which are prepared in accordance with generally accepted accounting principles, differ from the financial statements prepared for tax purposes due to the different treatment of various items as specified in the Internal Revenue Code. The net effect of these accounting differences is that net income for 1999 in the financial statements is $468,400 more than tax income of the Partnership for the same period, caused principally by timing differences in depreciation expense. ADVERTISING COSTS All advertising costs are expensed as incurred. EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST Earnings and losses have been allocated 99% to the limited partners and 1% to the general partners. Earnings and losses per unit of limited partnership interest is based on the weighted average number of units outstanding during the year. The General Partners do not own units of partnership interest in the Partnership, but rather hold a participation interest in the income, losses and distributions of the Partnership. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. F-8 ENSTAR INCOME PROGRAM II-1, L.P. NOTES TO FINANCIAL STATEMENTS ================================ NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (Continued) RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the 1999 presentation. NOTE 2 - PARTNERSHIP MATTERS The Partnership was formed in 1984 to acquire, construct, improve, develop and operate cable television systems. The partnership agreement provides for Enstar Communications Corporation (the "Corporate General Partner") and Robert T. Graff, Jr. to be the general partners and for the admission of limited partners through the sale of interests in the Partnership. The Partnership raised capital of $7,500,000 (the maximum) during 1985. On September 30, 1998, Falcon Holding Group, L.P. ("FHGLP") acquired ownership of the Corporate General Partner from Falcon Cablevision. Simultaneously with the closing of that transaction, FHGLP contributed all of its existing cable television system operations to Falcon Communications, L.P. ("FCLP"), a California limited partnership and successor to FHGLP. FHGLP served as the managing partner of FCLP, and the general partner of FHGLP was Falcon Holding Group, Inc., a California corporation ("FHGI"). On November 12, 1999, Charter Communications Holding Company, LLC, ("Charter"), acquired the ownership of FCLP and the Corporate General Partner. The Corporate General Partner, Charter and affiliated companies are responsible for the day-to-day management of the Partnership and its operations. The partnership agreement generally provides that all partnership profits, gains, losses, credits, and cash distributions (all as defined) from operations or liquidation be allocated 1% to the general partner and 99% to the limited partners until the limited partners have received distributions of cash flow from operations and/or cash flow from sales, refinancing, or liquidation of systems equal to their initial investment. After the limited partners have received cash flow equal to their initial investment, the general partner will only receive a one percent allocation of cash flow from liquidating a system until the limited partners have received an annual simple interest return of at least 18% of their initial investment less any distributions from previous system liquidations. Thereafter, allocations will be made 15% to the general partner and 85% to the limited partners. All allocations to individual limited partners will be based on their respective capital accounts. Upon dissolution of the Partnership, any negative capital account balances remaining after all allocations and distributions are made must be funded by the respective partners. Upon the disposition of substantially all of the Partnership's assets, gains shall be allocated first to the limited partners having negative capital account balances until their capital accounts are increased to zero, next equally among the general partners until their capital accounts are increased to zero, and thereafter as outlined in the preceding paragraph. Upon dissolution of the Partnership, any negative capital account balances remaining after all allocations and distributions are made must be funded by the respective partners. The partnership agreement limits the amount of debt the Partnership may incur. NOTE 3 - POTENTIAL SALE OF PARTNERSHIP ASSETS In accordance with the partnership agreement, the Corporate General Partner has implemented a plan for liquidating the Partnership. In connection with that strategy, the Corporate General Partner has entered into an agreement with a cable broker to market the Partnership's cable systems to third parties. Should the Partnership receive offers from third parties for such assets, the Corporate General Partner F-9 ENSTAR INCOME PROGRAM II-1, L.P. NOTES TO FINANCIAL STATEMENTS ================================ NOTE 3 - POTENTIAL SALE OF PARTNERSHIP ASSETS (Continued) will prepare a proxy for submission to the limited partners for the purpose of approving or disapproving such sale. Should such a sale be approved, the Corporate General Partner will proceed to liquidate the Partnership following the settlement of its final liabilities. The financial statements do not reflect any adjustments that may result from the outcome of this uncertainty. The Corporate General Partner can give no assurance, however, that it will be able to generate a sale of the Partnership's cable assets. The financial statements do not reflect any adjustments that may result from the outcome of this uncertainty. NOTE 4 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of: December 31, ----------------------------------- 1998 1999 ---------------- ---------------- Cable television systems $ 6,999,500 $ 7,454,500 Vehicles, furniture and equipment, and leasehold improvements 338,900 474,900 ---------------- ---------------- 7,338,400 7,929,400 Less accumulated depreciation and amortization (2,924,100) (3,343,900) ---------------- ---------------- $ 4,414,300 $ 4,585,500 ================ ================ NOTE 5 - COMMITMENTS AND CONTINGENCIES Pole rentals amounted to $26,200, $32,600 and $7,100 in 1997, 1998 and 1999, respectively. Rentals, other than pole rentals, charged to operations amounted to $4,200, $4,300 and $7,100 in 1997, 1998 and 1999, respectively. The Partnership is not individually committed under any lease agreement for building space. A wholly-owned subsidiary of the Corporate General Partner (the "Manager") provides management services to the Partnership and has signed lease agreements for regional office space for which the Partnership is charged its allocable portion. Other commitments include approximately $1.0 million at December 31, 1999 to begin an upgrade of the Partnership's Litchfield cable system. The Partnership expects to complete the project by the required deadline of January 1, 2001. The Partnership is subject to regulation by various federal, state and local government entities. The Cable Television Consumer Protection and Competition Act of 1992 (the "1992 Cable Act") provides for, among other things, federal and local regulation of rates charged for basic cable service, cable programming service tiers ("CPSTs") and equipment and installation services. Regulations issued in 1993 and significantly amended in 1994 by the Federal Communications Commission (the "FCC") have resulted in changes in the rates charged for the Partnership's cable services. The Partnership believes that compliance with the 1992 Cable Act has had a significant negative impact on its operations and cash flow. It also believes that any potential future liabilities for refund claims or other related actions would not be material. F-10 ENSTAR INCOME PROGRAM II-1, L.P. NOTES TO FINANCIAL STATEMENTS ================================ NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued) The Telecommunications Act of 1996 (the "1996 Telecom Act") was signed into law on February 8, 1996. As it pertains to cable television, the 1996 Telecom Act, among other things, (i) ends the regulation of certain CPSTs in 1999; (ii) expands the definition of effective competition, the existence of which displaces rate regulation; (iii) eliminates the restriction against the ownership and operation of cable systems by telephone companies within their local exchange service areas; and (iv) liberalizes certain of the FCC's cross-ownership restrictions. Beginning in August 1997, the Corporate General Partner elected to self-insure the Partnership's cable distribution plant and subscriber connections against property damage as well as possible business interruptions caused by such damage. The decision to self-insure was made due to significant increases in the cost of insurance coverage and decreases in the amount of insurance coverage available. In October 1998, FCLP reinstated third party insurance coverage for all of the cable television properties owned or managed by FCLP to cover damage to cable distribution plant and subscriber connections and against business interruptions resulting from such damage. This coverage is subject to a significant annual deductible which applies to all of the cable television properties formerly owned or managed by FCLP through November 12, 1999, and currently managed by Charter. All of the Partnership's subscribers are served by its system in Taylorville, Illinois and neighboring communities. Significant damage to the system due to seasonal weather conditions or other events could have a material adverse effect on the Partnership's liquidity and cash flows. The Partnership continues to purchase insurance coverage in amounts its management views as appropriate for all other property, liability, automobile, workers' compensation and other types of insurable risks. In the state of Illinois, customers have filed a punitive class action lawsuit on behalf of all persons residing in the state who are or were customers of the Partnership's cable television service, and who have been charged a fee for delinquent payment of their cable bill. The action challenges the legality of the processing fee and seeks declaratory judgment, injunctive relief and unspecified damages. At present, the Partnership is not able to project the outcome of the action. All of the Partnership's basic subscribers reside in Illinois where the claim has been filed. NOTE 6 - EMPLOYEE BENEFIT PLAN The Partnership participates in a cash or deferred profit sharing plan (the "Profit Sharing Plan") sponsored by a subsidiary of the Corporate General Partner, which covers substantially all of its employees. The Profit Sharing Plan provides that each participant may elect to make a contribution in an amount up to 15% of the participant's annual compensation which otherwise would have been payable to the participant as salary. Prior to 1999, the Partnership's contribution to the Profit Sharing Plan, as determined by management, was discretionary but could not exceed 15% of the annual aggregate compensation (as defined) paid to all participating employees. Effective January 1, 1999, the Profit Sharing Plan was amended, whereby the Partnership would make an employer contribution equal to 100% of the first 3% and 50% of the next 2% of the participants' contributions. A contribution of $1,300 was made during 1999. There were no contributions charged against operations for the Profit Sharing Plan in 1997 or 1998. NOTE 7 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES The Partnership has a management and service agreement with the Manager for a monthly management fee of 5% of gross receipts, as defined, from the operations of the Partnership. Management fee expense was $149,700, $157,900 and $160,000 during 1997, 1998 and 1999, respectively. F-11 ENSTAR INCOME PROGRAM II-1, L.P. NOTES TO FINANCIAL STATEMENTS ================================ NOTE 7 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (Continued) In addition to the monthly management fee, the Partnership reimburses the Manager for direct expenses incurred on behalf of the Partnership and for the Partnership's allocable share of operational costs associated with services provided by the Manager. All cable television properties managed by the Corporate General Partner and its subsidiaries are charged a proportionate share of these expenses. Charter and its affiliates provide management services for the Partnership. Such services were provided by FCLP and its affiliates prior to November 12, 1999. Corporate office allocations and district office expenses are charged to the properties served based primarily on the respective percentage of basic customers or homes passed (dwelling units within a system) within the designated service areas. The total amount charged to the Partnership for these services was $323,100, $339,400 and $335,700 during 1997, 1998 and 1999, respectively. The Partnership also receives certain system operating management services from an affiliate of the Corporate General Partner in addition to the Manager, due to the fact that there are no such employees directly employed by the Partnership's cable systems. The Partnership reimburses the affiliate for its allocable share of the affiliate's operational costs. The total amount charged to the Partnership for these costs approximated $29,400, $15,700 and $18,200 in 1997, 1998 and 1999, respectively. No management fee is payable to the affiliate by the Partnership and there is no duplication of reimbursed expenses and costs paid to the Manager. Substantially all programming services have been purchased through FCLP, and since November 12, 1999, have been purchased through Charter. FCLP charged the Partnership for these costs based on an estimate of what the Corporate General Partner could negotiate for such programming services for the 15 partnerships managed by the Corporate General Partner as a group. Charter charges the Partnership for these costs based on its cost. The Partnership recorded programming fee expense of $609,400, $687,600 and $780,800 in 1997, 1998 and 1999, respectively. Programming fees are included in service costs in the statements of operations. The Partnership provides cable television signals to certain cable systems in neighboring communities which are owned by other partnerships managed by the Corporate General Partner. Such services are provided without fee. NOTE 8 - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION During the years ended December 31, 1997, 1998 and 1999, cash paid for interest amounted to $1,600, $15,100 and $19,400, respectively. F-12 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 3 Second Amended and Restated Agreement of Limited Partnership of Enstar Income Program II-1, L.P., dated as of August 1, 1988.(3) 10.1 Management Agreement between Enstar Income Program II-1 and Enstar Cable Corporation.(1) 10.2 Revolving Credit and Term Loan Agreement dated February 28, 1986 between Enstar Income Program II-1 and Rhode Island Hospital Trust National Bank.(2) 10.3 Franchise ordinance and related documents thereto granting a non-exclusive community antenna television franchise for the City of Taylorville, IL.(2) 10.4 Franchise ordinance and related documents thereto granting a non-exclusive community antenna television franchise for the City of Litchfield, IL.(2) 10.5 Franchise ordinance and related documents thereto granting a non-exclusive community antenna television franchise for the City of Gillespie, IL.(2) 10.6 Franchise ordinance and related documents thereto granting a non-exclusive community antenna television franchise for the County of Christian, IL.(2) 10.7 Service agreement between Enstar Communications Corporation, Enstar Cable Corporation and Falcon Holding Group, Inc. dated as of October 1, 1988.(4) 10.8 Amendment No. 3 to Revolving Credit and Term Loan Agreement dated February 28, 1986 between Enstar Income Program 1984-1 and Rhode Island Hospital Trust National Bank, dated October 15, 1990.(5) 10.9 A resolution of the City Council of Taylorville, Illinois extending the Cable Television Franchise of Enstar Income Program II-1. Passed and adopted January 4, 1993.(6) 10.10 Ordinance No. 92-9 of the City Council of Gillespie, Illinois authorizing an extension of the Cable Television Franchise between the City of Gillespie and Enstar Cable Corporation. Passed and approved November 9, 1992.(6) 10.11 Ordinance No. 2497 of the City of Taylorville, Illinois extending the Cable Television Franchise of Enstar Income Program II-1. Passed and adopted June 14, 1993.(7) 10.12 A resolution of the County Board of Christian County extending the Cable Television Franchise of Enstar Income Program II-1. Passed and adopted November 15, 1994.(8) 10.13 A resolution of the City Council of Litchfield, Illinois extending the Cable Television Franchise of Enstar Income Program II-1. Passed and adopted December 8, 1994.(8) 10.14 Ordinance No. 94-16 of the City of Gillespie, Illinois granting a non-exclusive community antenna television system franchise to Enstar Income Program II-1. Passed and adopted December 12, 1994.(8) 10.15 Franchise agreement between Enstar Income Program II-1, L.P. and the City of Taylorville, IL.(9) 10.16 Agreement with Respect to Franchise Fees and Reimbursable Fees between Enstar Income Program II-1, L.P. and the City of Taylorville, IL. (9) E-1 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 10.17 Franchise ordinance granting a non-exclusive community antenna television franchise for the City of Taylorville, IL. (9) 10.18 Franchise agreement between Enstar Communications Corporation and County of Christian, Illinois. (10) 10.19 Franchise ordinance granting a non-exclusive community antenna television franchise for the City of Litchfield, IL. 21.1 Subsidiaries: None 27.1 Financial Data Schedule. FOOTNOTE REFERENCES ------------------- (1) Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No. 0-14508 for the fiscal year ended December 31, 1986. (2) Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No. 0-14508 for the fiscal year ended December 31, 1987. (3) Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No. 0-14508 for the fiscal year ended December 31, 1988. (4) Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No. 0-14508 for the fiscal year ended December 31, 1989. (5) Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No. 0-14508 for the fiscal year ended December 31, 1990. (6) Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No. 0-14508 for the fiscal year ended December 31, 1991. (7) Incorporated by reference to the exhibits to the Registrant's Quarterly Report on Form 10-Q, File No. 0-14508 for the quarter ended September 30, 1993. (8) Incorporated by reference to the exhibits to the Registrant's Annual Report on Form 10-K, File No. 0-14508 dated December 31, 1994. (9) Incorporated by reference to the exhibits to the Registrant's Quarterly Report on Form 10-Q, File No. 0-14508 for the quarter ended September 30, 1995. (10) Incorporated by reference to the exhibits to the Registrant's Quarterly Report on Form 10-Q, File No. 0-14508 for the quarter ended September 30, 1997. E-2 EX-27.1 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AT DECEMBER 31, 1999, AND THE STATEMENTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000757595 ENSTAR INCOME PROGRAM II-1, L.P. 1 12-MOS DEC-31-1999 DEC-31-1999 2,309,000 0 59,600 2,000 0 0 7,929,400 3,343,900 7,096,500 512,000 0 0 0 0 0 7,096,500 0 3,200,400 0 2,314,900 (93,900) 15,200 19,400 960,000 0 960,000 0 0 0 960,000 31.75 0
EX-10.19 3 CABLE TELEVISION FRANCHISE ORDINANCE Exhibit 10.19 Litchfield, IL Cable Television Franchise Ordinance An Ordinance Setting Forth Regulations, Terms and Conditions Under Which Cable Television Systems Shall Operate in Litchfield, IL and Granting to Enstar Income Program II-1 a Franchise to Construct, Operate and Maintain a Cable Television System Within the City. TABLE OF CONTENTS ----------------- TITLE AND PURPOSES OF ORDINANCE...............................................1 DEFINITIONS...................................................................1 FRANCHISE TO OPERATE REQUIRED.................................................3 GRANT OF FRANCHISE............................................................3 FRANCHISE FEES................................................................3 SUBSCRIBER RATES..............................................................4 CUSTOMER SERVICE AND CONSUMER PROTECTION......................................5 INFORMATION PROVIDED BY GRANTEE TO SUBSCRIBERS................................6 TECHNICAL STANDARDS...........................................................7 EXTENSION OF CABLE SERVICE....................................................7 FREE BASIC CABLE SERVICE TO PUBLIC BUILDINGS..................................9 SYSTEM IMPROVEMENTS...........................................................9 INSURANCE....................................................................10 INDEMNIFICATION..............................................................10 FRANCHISE VIOLATIONS: PROCEDURES, NOTICE, AND CURE...........................11 FRANCHISE TERMINATION AND CONTINUITY OF SERVICE..............................12 FORCE MAJEUR.................................................................12 GRANT OF ADDITIONAL FRANCHISE AND COMPETING SERVICE PROVIDERS................13 TRANSFER OR ASSIGNMENT OF FRANCHISE..........................................14 COMPLIANCE WITH STATE AND FEDERAL LAW........................................15 NOTICE TO THE GRANTEE........................................................15 STREET OCCUPANCY.............................................................15 ACCESS TO PUBLIC AND PRIVATE PROPERTY........................................16 NONDISCRIMINATION IN EMPLOYMENT..............................................16 GRANTEE MAY ISSUE RULES......................................................17 SEVERABILITY OF ORDINANCE PROVISIONS.........................................17 EFFECTIVE DATE...............................................................17 An Ordinance Setting Forth the Regulations, Terms and Conditions Under Which Cable Television Systems Shall Operate in Litchfield, IL and Granting A Franchise to Enstar Income Program II-1, Its Successors and Assigns to Construct, Operate and Maintain a Cable Television System in the City BE IT ORDAINED by the City Council of Litchfield, IL as follows: 1 TITLE AND PURPOSES OF ORDINANCE This Ordinance shall be known as the Litchfield Cable Television Franchise Ordinance. The purposes of this Ordinance are: a) to establish the terms and conditions under which a cable television system must operate within Litchfield, IL (which may hereafter be referred to as "City", "Franchising Authority", or "Grantor"); b) to provide for the payment of a franchise fee to the City for costs associated with administering and regulating the system; and c) to grant a cable television franchise to Enstar Income Program II-1 (hereafter referred to as "Enstar" or "Grantee"). 2 DEFINITIONS For the purposes of this Ordinance the following terms, phrases, words and their derivations shall have the meaning defined herein, unless the context clearly indicates that another meaning is intended. Words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. 2.1 "CABLE ACT" means The Cable Communications Policy Act of 1984 as modified by The Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996. 2.2 "CABLE TELEVISION SYSTEM" means any non-broadcast facility consisting of a set of transmission paths and associated signal reception, transmission and control equipment, that is designed to distribute to subscribers or other users audio, video and other forms of communications services via electronic or electrical signals. 2.3 "CHANNEL" is a band of frequencies in the electromagnetic spectrum, capable of carrying one audio-visual television signal. 2.4 "CITY" means Litchfield, IL in its present form or in any later reorganized, consolidated, enlarged or reincorporated form, which is legally authorized to grant a cable television franchise under state and federal law. The City may also be referred to as "Franchising Authority" or "Grantor". Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 1 2.5 "ENSTAR" means Enstar Income Program II-1, which may also be referred to as "Grantee". 2.6 "FCC" means the Federal Communications Commission. 2.7 "FRANCHISE" means the rights granted pursuant to this Ordinance to construct, own and operate a cable television system along the public ways in the City, or within specified areas in the City. 2.8 "FRANCHISE AREA" means that portion of the City for which a franchise is granted under the authority of this Ordinance. If not otherwise stated in an exhibit to this Ordinance, the Franchise Area shall be the legal and geographic limits of the City, including all territory which may be hereafter annexed to the City. 2.9 "FRANCHISING AUTHORITY" means Litchfield, IL, its City Council acting as the City's duly elected governing body, its lawful successor or such other person or body duly authorized by the City to grant a cable television franchise. 2.10 "GRANTEE" means a person or business entity, or its lawful successor or Assignee, which has been granted a franchise by the City pursuant to this Ordinance. 2.11 "GROSS SUBSCRIBER RECEIPTS" as the term is used in calculating franchise fees means revenues actually received by the Grantee from television and other services (other services include, but are not limited to, monthly fees charged Subscribers for Basic Service; monthly fees charged Subscribers for any tier of Cable Service other than Basic Service; Installation, disconnection and re-connection fees; leased Channel fees; Converter rentals; advertising revenues; revenues from home shopping Channels) arising from and attributable to the operation of a cable system in Litchfield after deducting the following: a) any fees or assessments levied on subscribers or users of the system which are collected by the Grantee for payment to a governmental entity; b) franchise fees paid by the Grantee to the City; c) state or local sales or property taxes imposed on the Grantee and paid to a governmental entity; and d) federal copyright fees paid by the Grantee to the Copyright Tribunal in Washington, DC. 2.12 "NORMAL BUSINESS HOURS" means those hours during which most similar businesses in the community are open to serve customers. 2.13 "NORMAL OPERATING CONDITIONS" means those service conditions which are within the control of the Grantee. Those conditions which are not within the control of the Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of the Grantee include, but are not limited to, special promotions, pay-per-view events rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the cable system. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 2 2.14 "PUBLIC WAY" OR "RIGHT-OF-WAY" means the surface, the air space above the surface and the area below the surface of any public street, highway, lane, path, alley, sidewalk, boulevard, drive, bridge, tunnel, park, parkways, waterways, or other public right-of-way including public utility easements or rights-of-way and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City which shall entitle the City and the Grantee to the use thereof for the purpose of installing and maintaining the Grantee's cable television system. 2.15 "SCHOOL" means any public elementary or secondary school. 2.16 "SERVICE INTERRUPTION" means the loss of picture or sound on one or more cable channels. 2.17 "SUBSCRIBER" means any person who receives monthly cable television service provided by the Grantee's cable television system. 3 FRANCHISE TO OPERATE REQUIRED It shall be unlawful to operate a cable television system within the City unless a valid franchise has first been obtained from the City pursuant to the terms of this Ordinance. A franchise granted pursuant to this Ordinance shall authorize the Grantee to provide cable television services within the City and to charge subscribers for such services. It shall also authorize and permit the Grantee to traverse any portion of the City in order to provide service outside the City. Unless otherwise specified, the Franchise Area shall be the legal boundaries of the City. 4 GRANT OF FRANCHISE A non-exclusive franchise is hereby granted to Enstar Income Program II-1 (which may be referred to herein as "Enstar" or "Grantee") to operate and maintain a cable television system in the City for a period of ten (10) years commencing on the date of adoption of this ordinance. Enstar shall have the option to renew this franchise for an additional term of five (5) years, provided that it is in substantial compliance with the material terms of this ordinance at the time of its expiration. 5 FRANCHISE FEES 5.1 The Grantee shall pay a franchise fee which is intended to compensate the City for all costs which may be associated with administering or regulating Grantee's cable system. The amount of the franchise fee shall be five (5%) percent of the Grantee's annual Gross Subscriber Receipts, as defined herein. Such fee shall be paid on a quarterly basis. Grantee shall be entitled to list the franchise fee as a separate line item on monthly bills. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 3 5.2 Due to federal and local regulations requiring that Grantee notify cable subscribers at least thirty (30) days prior to the effective date of any increases in monthly charges on subscriber bills, any increased franchise fee amounts which may be due to the City shall begin accruing sixty (60) days following the effective date of this Ordinance. If the City requires more than thirty (30) days notice to subscribers of increased rates, then any increased franchise fee amounts which may be due to the City shall begin accruing sixty (60) days after the City's required notice period. 5.3 Within 120 days from the end of the fiscal quarter Grantee shall file a report showing Grantee's Gross Subscriber Receipts for the calendar year and the amount of franchise fees due to the City. The Grantee shall have an obligation to maintain financial records of its Gross Subscriber Receipts and Grantee fee payments for audit purposes for a period of three years, and the City shall have the right to audit the Grantee's books at the offices where such books are maintained. 6 SUBSCRIBER RATES 6.1 All charges to subscribers shall be consistent with a schedule of fees for services offered and established by the Grantee. Rates shall be nondiscriminatory in nature and uniform to persons of like classes under similar circumstances and conditions. 6.2 The Grantee will provide the City with thirty (30) days advance written notice of any change in rates and charges whenever possible. 6.3 Grantee may offer different or discounted rates at its discretion for promotional purposes and may establish different rates for different classes of subscribers where appropriate, such as offering discounted rates to low income individuals or groups or bulk rates to multiple unit dwellings. 6.4 Grantee shall inform each new subscriber of all applicable fees and charges for providing cable television service. 6.5 Grantee may, at its own discretion and in a non-discriminatory manner, waive, reduce or suspend connection fees, monthly service fees or other charges on a one time or monthly basis for promotional purposes. 6.6 Grantee may refuse to provide service to any person because a prior account with that person remains due and owing. 6.7 A Grantee may offer service which requires advance payment of periodic service charges. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 4 6.8 The Grantee shall provide refunds to subscribers in the following cases: 6.8(a) If the Grantee fails within a reasonable time to commence service requested by a subscriber, it will refund all deposits or advance charges that the subscriber has paid in connection with the request for such service at the request of the subscriber. 6.8(b) If a subscriber terminates any service at any time and has a credit balance for deposits or unused services, upon request from the subscriber and upon return of all of Grantee's equipment, the Grantee will refund the appropriate credit balance to the subscriber. The subscriber will be responsible for furnishing the Grantee a proper address to which to mail the refund. 6.8(c) If any subscriber's cable service is out of order for more than 48 consecutive hours during the month due to technical failure, damage, or circumstances within the control of the Grantee, the Grantee will credit the account of that subscriber on a pro rata basis upon the subscriber's written request. The credit will be calculated using the number of twenty-four (24) hour periods that service is impaired and the number of channels on which service is impaired as a fraction of the total number of days in the month that the service impairment occurs and the total number of channels provided by the system in the absence of an impairment. 7 CUSTOMER SERVICE AND CONSUMER PROTECTION 7.1 Cable System Office Hours and Telephone Availability The Grantee will maintain a local, toll-free or collect call telephone access line which will be available to its subscribers 24 hours per day, seven days per week. Trained company representatives will be available to respond to customer telephone inquiries during normal business hours. After normal business hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after normal business hours must be responded to by a trained company representative on the next business day. Customer service center and bill payment locations will be open at least during normal business hours. 7.2 Installation, Outages and Service Calls 7.2(a) Standard installations will be performed within seven (7) business days after an order has been placed. "Standard" installations are those that are located up to 125 feet from the existing distribution system. 7.2(b) Excluding conditions beyond the control of the Grantee, the Grantee will begin working on "outages" to cable service promptly, and in no event shall the response time for calls received between 7:00 AM and 12:00 Midnight exceed four (4) hours, except that the Grantee or its employees shall not be required to perform work past 12:00 Midnight, it shall complete Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 5 work necessary to correct the outage, the following day. The Grantee must begin actions to correct all other service problems the next business day after notification of the service problem. For the purposes of this Agreement, an outage shall be defined as the cessation of video and/or audio reception on one or more channels affecting three (3) or more subscribers who receive service from the same cable, feeder line, or node, or who receive cable service from the same cable system tap serving a multi-family dwelling. 7.2(c) The "appointment window" alternatives for installations, service calls, and other installation activities will be either a specific time or a four-hour time block during normal business hours. The Grantee may schedule service calls and other installation activities outside of normal business hours for the express convenience of the customer. 7.2(d) If Grantee's representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the customer will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer. 7.2(e) If the Grantee's service representative appears for an appointment scheduled by a customer within the time period promised and no one is present at the customer's dwelling to permit necessary physical access to the dwelling unit, then Grantee may charge the customer for the service call, up to a maximum of $25. 8 INFORMATION PROVIDED BY GRANTEE TO SUBSCRIBERS 8.1 The Grantee shall provide written information on each of the following areas at the time of installation of service, at least annually to all subscribers, and at any time upon request: products and services offered; prices and options for programming services and conditions of subscription to programming and other services; installation and services maintenance policies; instructions on how to use the cable service; channel positions of programming carried on the system; and billing and complaint procedures, including the address and telephone number of the local franchise authority's cable office. 8.2 Customers will be notified of any changes in rates, programming services or channel positions thirty (30) days in advance of such changes if the change is within the control of the Grantee. In addition, the Grantee shall notify subscribers thirty (30) days in advance of any significant changes in the other information required by paragraph (c)(3)(i)(A) of this section. Notwithstanding any other provision of Part 76, Grantee shall not be required to provide prior notice of any rate change that is the result of a regulatory fee, franchise fee, or any other fee, tax, assessment, or charge of any kind imposed by any Federal agency, State, or Franchising Authority on the transaction between the Grantee and the subscriber. 8.3 Bills will be clear, concise and understandable. Bills will be itemized, with itemizations including basic and premium service Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 6 charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates and credits. In case of a billing dispute, the Grantee must respond to a written complaint from a subscriber within thirty (30) days. 8.4 Refund checks will be issued promptly, but no later than either: the customer's next billing cycle following resolution of the request or sixty (60) days, or the return of the equipment supplied by the Grantee if service is terminated. 8.5 Credits for services will be issued no later than the customer's next billing cycle following the determination that a credit is warranted. 9 TECHNICAL STANDARDS 9.1 Grantee shall be responsible for insuring that the cable system is designed, installed, and operated in a manner that fully complies with Federal Communications Commission (FCC) rules regarding cable television technical standards. Grantee shall be prepared to show, on request by an authorized representative of the Commission or the Franchising Authority, that the system does, in fact, comply with the rules. 9.2 Grantee shall conduct complete performance tests of the system at least twice each calendar year (at intervals not to exceed seven months), and shall maintain the resulting test data on file at the Grantee's local business office for at least five (5) years. The test data shall be made available for inspection by the Commission or the local franchiser, upon request. The performance test shall be directed at determining the extent to which the system complies with all the technical standards set forth in ss.76.605(a) of the Commission's rules. 10 EXTENSION OF CABLE SERVICE 10.1 A Grantee which is not already serving the entire franchise area shall provide service to all portions of the franchise area reaching a minimum density of thirty (30) dwelling units per linear strand mile, as measured from the nearest coaxial cable line, within twelve (12) months after the grant of a franchise. 10.2 Grantee shall provide aerial or buried drop lines to new subdivisions within the franchise area at the request of the developer provided that the developer contracts and agrees with the Grantee to pay the cost of the extension of the service. 10.3 Grantee shall extend and make cable television service available to any resident within the franchise area who requests connection at the standard connection charge if the connection to the resident would require no more than a standard one hundred and fifty (150) foot aerial drop or a seventy-five (75) foot buried drop line or extension from the nearest coaxial feeder cable. With respect to requests for connection requiring an aerial or buried drop line in excess of the Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 7 maximum standard distance, Grantee shall extend and make available cable television service to such residents at a connection charge not to exceed its actual costs for the distance exceeding the standard one hundred and fifty (150) feet of aerial or seventy-five (75) feet of underground cable respectively. 10.4 In areas with fewer than thirty (30) residential units per proposed cable bearing strand mile, Grantee shall offer a cost-sharing arrangement with residents. A dwelling unit will be counted for this purpose if its lot fronts a street. The cost-sharing arrangement shall consist of the following: 10.4(a) At the request of a resident desiring service, Grantee shall determine the cost of the plant extension required to provide service to the potential subscriber from the closest point on the cable system where it is technically feasible. The cost of construction shall be allocated based on the following formula: 10.4(a)(1) If a request for extension of service into a residential area requires the construction of cable plant which does not pass at least thirty (30) potential subscribers per proposed cable bearing strand mile, Grantee and residents who agree to subscribe to cable service will each bear their proportionate share of construction costs. For example, if there are five (5) dwelling units per proposed cable bearing strand mile, Grantee's share will equal 5/30ths or one sixth (1/6) of the construction cost. The remaining cost will be shared equally by each subscriber. 10.4(a)(2) Should additional residents actually subscribe to cable television service in areas where subscribers have already paid a proportionate share under the extension cost sharing formula, subscribers who have previously paid a proportionate share under the extension formula shall be reimbursed pro rata for their contribution or a proportional share thereof. In such case, the pro rata shares shall be recalculated and each new subscriber shall pay the new pro rata share, and all subscribers who previously paid a proportionate share shall receive pro rata refunds. In the event such subscribers (or prior subscribers) have been disconnected or have moved and owe the Grantee money which has not been recovered, Grantee shall have the right to first apply the refund to amounts owed the Grantee and give the balance, if any to the subscriber. At such time as there are thirty (30) potential subscribers per cable bearing strand mile, the subscribers shall receive their pro rata share of construction costs. In any event, one (1) year after the completion of a project, subscribers who have paid a share of line extension costs are no longer eligible for refunds, and the amounts paid in construction costs will be credited to the plant account of Grantee. 10.4(a)(3) Where the density of residential dwelling and occupied commercial or industrial structures, adverse terrain, or other factors render extension of the system and offering of cable service impractical, technically infeasible or would create an economic hardship, the City Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 8 may, upon petition of the Grantee, either waive the extension of the system into such areas, or allow the extension and offer of service on special terms or conditions which are reasonable and fair to the City, the Grantee and potential subscribers in such areas. 11 FREE BASIC CABLE SERVICE TO PUBLIC BUILDINGS Grantee shall provide, without charge, one service outlet activated for basic subscriber service to each police station, fire station, public school, public library and the City office. If it is necessary to extend Grantee's trunk or feeder lines more than two hundred (200) feet solely to provide service to any such school or public building, the City or the building owner or occupants shall have the option of either paying Grantee's direct costs for line extensions in excess of two hundred (200) feet or releasing the Grantee from the obligation to provide service to such building. Furthermore, Grantee shall be permitted to recover the direct cost of installing cable service, when requested to do so, in order to provide: a) more than one outlet, b) inside wiring, or c) a service outlet requiring more than two hundred (200) feet of drop cable to any public building. 12 SYSTEM IMPROVEMENTS 12.1 System Upgrade Grantee agrees to upgrade the existing Litchfield cable TV system on or before January 1, 2001. The upgraded system will be constructed so as to provide the capability of passing a minimum of 83 channels on an analog and/or digital basis through its trunk and feeder lines. 12.2 PEG Access 12.2(a) Within ninety (90) days of completion of the upgrade, Enstar Cable agrees to provide and maintain one Access channel on its cable system for exclusive Governmental and/or Educational use. 12.2(b) Within ninety (90) days of completion of the upgrade, Enstar Cable agrees to provide an audio/visual return path from the studio located at 1700 North State Street which will allow the City to cablecast live or taped programming on the Access channel to all subscribers via the subscriber network. 12.2(c) Enstar agrees to provide to the City two annual PEG access support payments of $6,000 each, for a total support payment of $12,000 over the life of this Agreement. The support payments shall be due upon the first and second year anniversaries of this Agreement. Grantee shall have the right to collect the two $6,000 payments from its subscribers on a monthly pro rata, per subscriber basis, and to identify the amount it collects on behalf of the City as a line item pass-through on subscriber's billing statements. No additional payment will be due during the term of this Agreement. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 9 12.2(d) Grantee may pass through to subscribers, in their monthly billing statements, the direct and indirect costs of satisfying the above franchise requirements that are required by the franchising authority to support public, educational, and governmental access channels as allowed by federal law. Such costs may include the per channel cost of providing PEG access channels, PEG access programming, and a reasonable allocation for general and administrative overhead. 12.3 PROGRAMMING Upon completion of the rebuild Enstar Cable agrees to provide additional programming options. Enstar Cable agrees to meet with the City on a periodic basis for the purpose of receiving input into the determination of specific programming choices. Programming decisions may be based on the following determining factors: program availability, signal strength, community needs, and economic viability. Grantee specifically agrees to consider the following new programming additions upon completion of the rebuild: University of Illinois sporting events and Pay-Per-View movie & special event options. 13 INSURANCE Within ninety (90) days following the grant of a franchise the Grantee shall obtain the following insurance policies: 13.1 A general comprehensive liability policy indemnifying, defending and saving harmless the City, its officers, boards, commissions, agents or employees from any and all claims by any person whatsoever on account of injury to or death of a person or persons occasioned by the operations of the Grantee under the franchise herein granted, or alleged to have been so caused or occurred, with a minimum liability of One Million Dollars ($1,000,000) per personal injury, death of any one person or damage to property and Two Million Dollars ($2,000,000) for personal injury, death of any two or more persons in any one occurrence or damage to property. 13.2 All insurance policies called for herein shall be in a form satisfactory to the City and shall require thirty (30) days written notice of any cancellation to both the City and the Grantee. The Grantee shall, in the event of any such cancellation notice, obtain, pay all premiums for, and file with the City , written evidence of the issuance of replacement policies within thirty (30) days following receipt by the City or the Grantee of any notice of cancellation. In recognition of the foregoing each party agrees to cause their respective insurance carriers to waive any rights of subrogation. 14 INDEMNIFICATION The Grantee, by its acceptance of a franchise granted pursuant to this Ordinance, shall indemnify and hold harmless the City, its officials, boards, commissions and employees against any and all claims, suits, causes of action, proceedings, and judgments for damage arising out of the award of a franchise to Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 10 the Grantee and its operation of the cable television system under the franchise, such indemnification shall include any related attorney fees. These damages shall include, but not be limited to, penalties arising out of copyright infringements and damages arising out of any failure by Grantee to secure consents from the owners, authorized distributors or licensees of programs to be delivered by the Grantee's cable television system whether or not any act or omission complained of is authorized, allowed, or prohibited by the franchise. 15 Franchise Violations: Procedures, Notice, and Cure Before exercising any right of redress available to it under the terms of this Ordinance, including determination of any penalty assessable under applicable law, the City shall follow the procedures set forth in this Section. 15.1 The City shall notify Grantee in writing, by Certified Mail, of any alleged violation, ("Violation Notice") which notice shall include a detailed description of any alleged violation and a request for cure of such violation. 15.2 Except in the case of a safety hazard posing an imminent danger to public health and safety, Grantee shall have thirty (30) days from the date of receipt of such notice to respond in writing, indicating: (1) that Grantee has cured the alleged violation, providing reasonable documentation demonstrating that the alleged violation has been cured; (2) that Grantee has commenced or will commence actions to cure the alleged violation, but that the alleged violation cannot reasonably be cured immediately, describing the steps to be to cure the alleged violation; or (3) that Grantee disagrees with the allegation that a violation has occurred and contests the Violation Notice, stating the reasons therefor. Pending the completion of an administrative hearing which may be held, the City shall not impose penalties upon Grantee. 15.3 Upon receipt of Grantee's response to the Violation Notice, the City may either accept Grantee's explanation and/or proposed cure, or if it believes that the violation will not be cured within a reasonable period of time, the City may schedule an administrative hearing, affording Grantee due process, and an opportunity to present evidence. Grantee shall be given at least thirty (30) days written notice of such a hearing. 15.4 Within thirty (30) days of an administrative hearing, the City shall issue a written report stating its findings and the reasons therefor. The City may determine (a) that the alleged violation has been corrected, or is in the process of being corrected by Grantee, and that no further action is required; (b) that an extension of the time or other appropriate relief should be granted until the cure can be completed; (c) that the problem is beyond Grantee's direct control and that Grantee is not at fault; or (d) that Grantee has violated one or more provisions of its franchise and that appropriate action should be taken by the City. 15.5 In case of an alleged violation(s) of applicable system technical standards, construction standards, or safety codes, if the alleged violation does not pose a substantial and immediate safety hazard, Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 11 Grantee shall be allowed a reasonable and sufficient time to complete any required corrections or repairs to the system. So long as Grantee demonstrates that it is working diligently and in good faith to correct any alleged technical violations, the City shall not assess penalties against the Grantee. A "substantial and immediate safety hazard" shall be defined as one posing an imminent likelihood of causing significant bodily injury if not repaired immediately. Grantee shall not be penalized for other minor violations of the Franchise or applicable codes, so long as Grantee makes its best efforts to correct any problem or violation within a reasonable period of time of the discovery of alleged violation. 15.6 Nothing in this section shall be construed to restrict Grantee's right to appeal the City's actions to a court of competent jurisdiction. 16 FRANCHISE TERMINATION AND CONTINUITY OF SERVICE 16.1 In the event of a formal denial of renewal or revocation of a franchise, which denial or revocation is upheld by final judicial adjudication of any appeal(s) which may be filed, the Grantee shall have a period of one (1) year from such final adjudication within which to transfer or convey the assets of the cable system to another owner. Approval of such proposed transfer or assignment shall not be unreasonably withheld by the City. 16.2 In the event the franchise term expires prior to formal action being taken by the City either to renew the franchise or deny renewal, the term of this franchise shall automatically be extended until such time as formal action to renew or deny renewal is taken by the City. The renewal procedures and criteria contained in Section 626(c) of the Cable Communications Policy Act of 1984, as amended, shall be followed by the City and the Grantee. 17 FORCE MAJEUR In the event the Grantee is prevented or delayed in the performance of any of its obligations under this Ordinance by reason of flood, fires, hurricanes, tornadoes, earthquakes or other acts of God, unavoidable casualty, insurrections, war, riot, sabotage, unavailability of materials or supplies, vandalism, strikes, boycotts, lockouts, labor disputes, shortage of labor, unusually severe weather conditions, acts or omissions or delays by utility companies upon whom Grantee is dependent for pole attachments or easement use, Grantee is unable to obtain necessary financing or any other event which is beyond the reasonable control of the Grantee, the Grantee shall have a reasonable time under the circumstances to perform its obligations under this Ordinance or to procure a reasonable and comparable substitute for such obligations. Under such circumstances the Grantee shall not be held in default or noncompliance with the provisions of the Ordinance nor shall it suffer any penalty relating thereto. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 12 18 GRANT OF ADDITIONAL FRANCHISE AND COMPETING SERVICE PROVIDERS 18.1 Application Procedures 18.1(a) An application for a new cable television franchise shall be submitted to the City in a form specified by or acceptable to the City, and in accordance with procedures and schedules established by the City. The City may request such facts and information as it deems appropriate. 18.1(b) Upon request, any applicant shall furnish to the City a map of suitable scale, showing all roads and public buildings, which indicates the areas to be served and the proposed dates of commencement of service for each area. The proposed service area shall be subject to approval by the City. If approved, the service area shall be incorporated into any franchise granted pursuant to this Ordinance. If no service area is specifically delineated in a franchise, it shall be considered to be coterminous with the boundaries of the City. 18.1(c) After receiving an application for a franchise, the City shall examine the legal, financial, technical and character qualifications of the applicant. The City may grant one or more non-exclusive franchises creating a right to construct and operate a cable television system within the public ways of the City, subject to the provisions of this Section. 18.1(d) In the event an application is filed proposing to serve a franchise area which overlaps, in whole or in part, an existing Grantee's franchise area, a copy of such application shall be served upon any existing Grantee by the City by registered or certified mail. Such notice shall be considered a condition precedent to consideration of the application for a franchise by the City. 18.2 Competing Service Providers 18.2(a) Any franchise granted by the City shall be non-exclusive. However, nothing in this ordinance shall be construed to require it to grant more than one franchise if the City determines, that granting additional franchises would be detrimental to the public interest. 18.2(b) In the event a competing service provider commences operation of a communications facility which offers services similar to those offered by Grantee, the City shall not require Grantee to operate under terms or conditions otherwise required by this Ordinance which are either less favorable or more burdensome than those under which the competing service provider must operate. Any franchise which may be granted by the City to a competing service provider shall require the new Grantee to Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 13 provide cable service to the entire franchise area then served by the existing Grantee. An existing Grantee may, at its discretion, comply with the most favorable terms contained in any subsequent franchise granted by the City. 18.3 Permits for Non-Franchised Entities The City may issue a license, easement or other permit to a person other than the Grantee to permit that person to traverse any portion of the Grantee's franchise area within the City in order to provide service outside, but not within the City. Such license or easement, absent a grant of a franchise in accordance with this Ordinance, shall not authorize nor permit said person to provide cable television service of any type to any home or place of business within the City nor render any other service within the City. 19 Transfer or Assignment of Franchise 19.1 A Grantee may transfer or assign its franchise to another entity (the "Assignee") upon thirty (30) days notice to the City . The Grantee shall provide to the City a reasonable showing that the proposed Assignee or Transferee possesses the technical and financial qualifications to operate the cable TV system properly. The proposed Transferee or Assignee shall provide the City with a written statement that it agrees to comply with all material terms of the franchise to be transferred. The City shall not unreasonably delay or deny the assignment or transfer of a franchise. The reasonableness of the City's actions shall be subject to judicial review by a court of appropriate jurisdiction. The proposed transfer or assignment shall be deemed approved if no action is taken by the City within sixty (60) days of the written request for transfer by the Grantee. 19.2 The Grantee may secure financing or an indebtedness by trust, mortgage, or other instrument of hypothecation of the franchise, in whole or in part, without requiring the consent of the City. Consent shall not be required to assign a franchise from one business entity to another which is operated or managed by the Grantee or any affiliated entity. In addition, so long as the manager and/or general partner of the Grantee remains the same, consent shall not be required to transfer the interests of any limited partner of the Grantee, who has no day to day operational control of the Grantee or the system. 19.3 A Grantee may transfer or assign its franchise to an affiliated entity upon thirty (30) days notice to the City. Consent of the City shall not be required for such an assignment, provided that; a) the City is provided with a reasonable showing that the proposed Assignee possesses the technical and financial qualifications to operate the cable TV system and, b) that the Assignee agrees to comply with the terms of this Ordinance. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 14 20 COMPLIANCE WITH STATE AND FEDERAL LAW The Grantee and the City shall at all times comply with all applicable State and Federal laws and the applicable rules and regulations of administrative agencies. If the Federal Communications Commission (FCC) or any other federal or state governmental body or agency enacts any law or regulation or exercises any paramount jurisdiction over the subject matter of this Ordinance or any franchise granted hereunder, the jurisdiction of the City shall cease and no longer exist to the extent such superseding jurisdiction shall preempt or preclude the exercise of like jurisdiction by the City. The City and the Grantee reserve all rights they each may possess under law, unless expressly waived herein. 21 NOTICE TO GRANTEE Except as otherwise provided in this Ordinance, the City shall not meet to take any action involving the Grantee's franchise unless the City has notified the Grantee by certified mail at least thirty (30) days prior to such meeting, as to its time, place and purpose. The notice provided for in this section shall be in addition to, and not in lieu of, any other notice to the Grantee provided for in this Ordinance. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if mailed by certified mail return receipt requested, addressed to the Grantee's corporate office as follows: Enstar Income Program II-1 C/o Charter Communications 12444 Powerscourt Dr. Suite 100 St. Louis, Missouri 63131 Attn: Celeste Vossmeyer 22 STREET OCCUPANCY 22.1 Grantee shall utilize existing poles, conduits and other facilities whenever possible, but may construct or install new, different, or additional poles, conduits, or other facilities whether on the public way or on privately-owned property with the written approval of the appropriate government authority, and, if necessary the property owner. Such approval shall not be unreasonably withheld by the governmental agency. 22.2 All transmission lines, equipment and structures shall be so installed and located as to cause minimum interference with the rights and appearance and reasonable convenience of property owners who adjoin on any public way and at all times shall be kept and maintained in a safe condition and in good order and repair. The Grantee shall at all times employ reasonable care and shall use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries or nuisances to the public. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 15 22.3 Grantee shall have the authority to trim trees on public property at its own expense as may be necessary to protect its wires and facilities, subject to the direction of the City or other appropriate governmental authority. 22.4 The Franchisee shall, upon reasonable notice, protect or relocate its cable communications system, or part thereof, from any street, easement or right of way, as reasonably directed by the Municipality. However, Grantee shall only be required to place its wiring underground if all other existing utilities are also required to be placed underground. Unless an emergency situation exists, for the purpose of this section and in order to allow the Franchisee to budget for any required relocation, in the event a public works or public improvement project is pre-planned in the Municipality's prior year budget process, "reasonable notice" will be construed as written notification of no later than October 31 of the prior year, or within 45 days of the conclusion of Municipality's budget process, whichever allows the Municipality more time. The Grantee shall in all cases have the right of abandonment of its property. If public funds are available to any company using such street, easement, or right of way for the purpose of defraying the cost of the foregoing, such funds shall also be made available to the Grantee. 23 ACCESS TO PUBLIC AND PRIVATE PROPERTY 23.1 Grantee shall have the right to enter and have access to the property and premises of the City or that of any subscriber for purposes of installing cable TV service or recovering and removing Grantee's property and equipment when a subscriber's service is terminated and a subscriber refuses to return such equipment to the Grantee. 23.2 The City shall not permit any person who owns or controls a residential multiple unit dwelling, trailer park, condominium, apartment complex, subdivision or other property to interfere with the right of any tenant, resident or lawful occupant thereof to receive cable installation, service or maintenance from Grantee, except as federal or state law shall otherwise require. 23.3 Upon request by Grantee, the City shall promptly exercise any rights it may have to permit or enable Grantee to obtain or utilize easements with respect to any residential multiple unit dwelling, trailer park, condominium, apartment complex, subdivision or other property as required to facilitate Grantee's use thereof for purposes of providing system service to the tenants, residents or lawful occupants thereof. In any such proceeding, the restitution to the Owner for the amount of space utilized by the system, considering the enhanced value to the premises resulting from the installation of cable television facilities, shall be a one-time charge of $1.00 per dwelling unit. 24 NONDISCRIMINATION IN EMPLOYMENT The Grantee shall neither refuse to hire nor discharge from employment nor discriminate against any person in compensation, terms, conditions, or Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 16 privileges of employment because of age, sex, race, color, creed, or national origin. The Grantee shall insure that employees are treated without regard to their age, sex, race, color, creed or national origin. 25 GRANTEE MAY ISSUE RULES The Grantee shall have the authority to issue such rules, regulations, terms and conditions of its business as shall be reasonably necessary to enable it to exercise its rights and perform its services under this Ordinance and the Rules of the FCC, and to assure uninterrupted service to each and all of its subscribers. Such rules and regulations shall not be deemed to have the force of law. 26 SEVERABILITY OF ORDINANCE PROVISIONS If any section of this Ordinance or the franchise, or any portion thereof, is held invalid or unconstitutional by any court of competent jurisdiction or administrative agency, such decision shall not affect the validity of the remaining portions of the Ordinance or franchise. 27 EFFECTIVE DATE This ordinance shall become effective upon the date of its adoption by the City. Any failure by the City to follow proper procedures under state or local law in adopting this Ordinance or granting a franchise shall not abrogate the rights or obligations of either the Grantee or the City under this Ordinance. If, following adoption of this Ordinance it is subsequently determined that proper legal procedures have not been followed by the City, it shall be the responsibility of the City to rectify any procedural defects and ratify the terms of this Ordinance. Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 17 PASSED AND APPROVED by the City Council of Litchfield this 10th day of February, 2000. BY: /s/ William Cornman -------------------- Title: Mayor ATTEST: /s/ Marilyn Hartke ------------------- Title: City Clerk ACCEPTED BY Enstar Income Program II-1. BY: /s/ Gene O Knogland ------------------- Title: Senior V.P. Operations Central Region ATTEST: /s/ Deanna Porter ----------------- Title: Executive Assistant Litchfield, IL Cable TV Franchise Ordinance January 3, 2000 Page 18 -----END PRIVACY-ENHANCED MESSAGE-----