UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) ~~July 10~~October 28, 2002


Commission file number		333-43157

NORTHLAND CABLE TELEVISION, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


STATE OF WASHINGTON		91-1311836

(State or other jurisdiction of incorporation )		(I.R.S. Employer Identification No.)

STATE OF WASHINGTON		91-1311836
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

AND SUBSIDIARY GUARANTOR:

NORTHLAND CABLE NEWS, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


STATE OF WASHINGTON		91-1638891

(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

STATE OF WASHINGTON		91-1638891
101 STEWART STREET, SUITE 700 SEATTLE, WASHINGTON		98101
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
1201 THIRD AVENUE, SUITE 3600 SEATTLE, WASHINGTON		98101
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		(206) 621-1351

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 [ ]

This filing contains 23 pages. Exhibits index appears on page 12.

TABLE OF CONTENTS

ITEM 5. Other ~~Events~~Information ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. SIGNATURES

ITEM 5. Other ~~Events~~Information

InOn ~~July~~October 28, ~~management~~and ofDecember 31, 2002, Northland Cable Television, Inc. ~~and Subsidiary~~ (the “Company”) ~~became~~executed ~~aware~~purchase ofand asale ~~misclassification~~agreements into sell the ~~Company’s~~operating ~~financial~~assets ~~statements~~and asfranchise rights of, ~~and~~its ~~for~~cable systems serving the ~~year~~communities ~~ended~~of ~~December 31~~Port Angeles, ~~2001,~~Washington and ~~for~~Aiken, ~~the~~South ~~quarter ended March 31~~Carolina, ~~2002~~respectively. The ~~misclassification~~systems iswill be asold ~~result~~independently of ~~the~~each ~~implementation of~~other ~~Statement~~to ofunaffiliated ~~Financial~~third ~~Accounting Standards (SFAS) No~~parties. ~~133,~~ ~~“Accounting~~The ~~for~~two ~~Derivative~~systems ~~Instruments~~together ~~and~~serve ~~Hedging~~approximately ~~Activity”~~21,850 ~~on January 1~~subscribers, ~~2001 for those~~representing ~~interest~~approximately ~~rate swap agreements that existed at implementation~~20.2% ~~Management believes that correction~~ of ~~this misclassification would result in~~ the ~~reclassification~~ ~~of a non-cash item from the~~ Company’s ~~statement~~total ofsubscribers ~~operations to~~at ~~other comprehensive income~~December 31, ~~a component of shareholder’s equity, and that~~2002. ~~such~~Both ~~correction~~transactions ~~would~~are ~~have~~expected noto ~~impact~~close onby ~~income~~the ~~from~~end ~~operations, earnings~~of ~~before~~March ~~interest~~2003, ~~taxes, depreciation~~ and ~~amortization (EBITDA) or the~~are ~~Company’s~~subject ~~calculations~~to ofcustomary orclosing ~~compliance with the restrictive covenants under the terms of its loan agreement for the periods affected~~conditions.

AsPort ~~of January 1~~Angeles, ~~2001 the Company had two interest rate swap agreements that~~Washington ~~expire in August of 2002. Upon implementation of SFAS No. 133, the Company~~ recognized approximately $700,000 as a non-cash, cumulative effect of change in accounting principle in its statement of operations, which represents the fair market value of these interest rate swap agreements. This amount should have been classified as a component of other comprehensive income on the balance sheet upon implementation, which would then be amortized into earnings over the remaining term of the swap agreements. As a result, it is management’s estimate that net loss for the year ended December 31, 2001 was understated by approximately $300,000. Other than the impact of this misclassification in the initial implementation of SFAS No. 133 management believes its ongoing accounting for interest rate swap agreements has been proper.

~~Management~~The ~~and~~terms of the ~~Board~~purchase ofand ~~Directors~~sale agreement dated October 28, 2002 included a sales price of ~~the~~$2,056 ~~Company~~per ~~concluded~~subscriber, and required that itapproximately ~~was~~$879,000 of the gross proceeds be placed in escrow to secure compliance with representations and warranties, to be released to the ~~best~~Company ~~interest~~one year from the closing of the ~~Company~~transaction. On December 23, 2002, an amendment to ~~reissue~~the purchase and sale agreement was executed, decreasing the ~~financial~~sales ~~statements~~price ~~and~~to ~~audit~~$2,000 per ~~opinion~~subscriber ~~for~~at closing. The adjustment to the ~~periods~~purchase ~~affected~~price byaffects ~~this~~only ~~misclassification.~~the holdback ~~Once~~portion ~~this~~of ~~process~~the proceeds, reducing the amount to approximately is$575,000. ~~complete~~After adjusting for the amended holdback and transaction related costs, management estimates that the ~~company~~net proceeds to be received upon closing will be ~~filing~~approximately ~~amendments~~$10.6 million, all of which will be used to ~~Form 10-K~~pay ~~for~~down amounts outstanding under the ~~year~~Company’s Senior Credit Facility (currently ~~ended~~$68,031,182). As of December 31, ~~2001~~2002, ~~and~~the ~~Form 10-Q~~Port ~~for~~Angeles ~~the~~system ~~quarterly~~served approximately ~~periods~~5,720 ~~ended~~subscribers ~~March 31,~~or approximately 5.3% of the Company’s total ~~2001,~~subscribers. ~~June 30,~~For ~~2001,~~the nine months ended September 30, ~~2001~~2002, the system represented approximately 5.3% of the Company’s total revenues and ~~March 31~~generated system operating cash flow, ~~2002~~after deducting management fee expense, of approximately $891,000.

Aiken, South Carolina

The Aiken system is being sold for $2,760 per subscriber at closing. According to the terms of the agreement, approximately $3.7 million of the total purchase price will be held in escrow to secure compliance with representations and warranties for a period of one year, at which time it will be released to the Company. Management estimates that after accounting for the required holdback and transaction related costs, the Company will receive net proceeds of approximately $40.2 million upon closing, which will also be used to repay amounts outstanding under the Company’s Senior Credit Facility. The Aiken system served approximately 16,130 subscribers as of December 31, 2002, or approximately 14.9% of the Company’s total subscribers. For the nine months ended September 30, 2002, the system accounted for approximately 15.0% of the Company’s total revenues and generated system operating cash flow, after deducting management fee expense, of approximately $2,618,000.

Some of the statements in this filing are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing verbs such as ‘aims, anticipates, believes, estimates, expects, hopes, intends, plans, predicts, projects or targets’ or nouns corresponding to such verbs. Forward-looking statements also include any other

passages that are primarily relevant to expected future events or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this filing include, without limitation, the statements regarding the estimated proceeds of the sale. There are many risks and uncertainties that could cause actual results to differ materially from those predicted in our forward-looking statements. Without limitation, these factors include the following: if conditions to closing the transactions are not satisfied, the transactions may not be consummated or may be consummated on terms (including the purchase price) that are different from the terms currently agreed to by the parties, and management’s current estimates of holdback amounts and related transaction costs may be materially different from the actual amounts determined at closing.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Not applicable. (b) Not applicable. (c) ~~Not Applicable~~Exhibits.

SIGNATURES

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

Northland Cable Television, Inc. and Subsidiary

SIGNATURES	~~SIGNATURES~~		CAPACITIES	DATE
/s/	~~Richard I. Clark~~	Richard I. Clark	Executive Vice President, Treasurer	71-1823-0203
			and Assistant Secretary
	~~Richard I. Clark~~	Richard I. Clark
/s/	~~Gary S. Jones~~	Gary S. Jones	President	71-1823-0203
	~~Gary S. Jones~~	Gary S. Jones

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · NORTHLAND CABLE TELEVISION INC