<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended December 31, 2000
                                      OR

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


Commission File No. 0-16784


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


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


      9197 South Peoria Street
         Englewood, Colorado                                      80112
---------------------------------------                         ---------
(Address of principal executive offices)                        (Zip Code)
</TABLE>


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

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

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

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

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

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



<PAGE>   2

                       AMERICAN CABLE TV INVESTORS 5, LTD.
                         2000 ANNUAL REPORT ON FORM 10-K

                                Table of Contents

                                     PART I
                                                                            Page
                                                                            ----

Item 1         Business ..................................................   I-1

Item 2         Properties ................................................   I-3

Item 3         Legal Proceedings .........................................   I-3

Item 4         Submission of Matters to a Vote of Security Holders .......   I-3


                                     PART II


Item 5         Market for Registrant's Common Equity and
                 Related Stockholder Matters .............................  II-1

Item 6         Selected Financial Data ...................................  II-1

Item 7         Management's Discussion and Analysis of Financial
                 Condition and Results of Operations .....................  II-3

Item 8         Financial Statements and Supplementary Data ...............  II-7

Item 9         Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure .....................  II-7


                                     PART III


Item 10        Directors and Executive Officers of the Registrant ........ III-1

Item 11        Executive Compensation .................................... III-3

Item 12        Security Ownership of Certain Beneficial Owners ........... III-3
                 and Management

Item 13        Certain Relationships and Related Transactions ............ III-3


                                     PART IV


Item 14        Exhibits, Financial Statements and Financial Statement
                 Schedules, and Reports and Form 8-K .....................  IV-1


<PAGE>   3


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

                                     PART I.

Item 1. Business.

(a)      General Development of Business

         American Cable TV Investors 5, Ltd. ("ACT 5" or the "Partnership") is a
Colorado limited partnership that was formed in December of 1986 for the purpose
of acquiring, developing and operating cable television systems. The
Partnership's general partner is IR-TCI Partners V, L.P. ("IR-TCI" or the
"General Partner"), a Colorado limited partnership. At December 31, 2000, the
general partner of IR-TCI was TCI Ventures Five, Inc. ("TCIV 5"), a subsidiary
of TCI Cablevision Associates, Inc. ("Cablevision"). The limited partner of
IR-TCI is Cablevision Equities VI, a limited partnership whose partners are
certain former officers and key employees of the predecessor of Cablevision.
Cablevision is an indirect subsidiary of AT&T Broadband, LLC ("AT&T Broadband"),
formerly Tele-Communications, Inc., and is the managing agent of the
Partnership. Prior to its January 17, 1996 withdrawal, Integrated Cable Corp. V
("ICC"), an indirect subsidiary of Presidio Capital Corp. ("Presidio") also
served as a general partner of IR-TCI. In accordance with the terms of the
IR-TCI limited partnership agreement, TCIV 5 elected to continue the business of
IR-TCI. The withdrawal of ICC has not had and is not expected to have a material
effect on the Partnership's results of operations or financial condition.

         On March 9, 1999, AT&T Corp. ("AT&T") acquired AT&T Broadband in a
merger (the "AT&T Merger"). In the AT&T Merger, AT&T Broadband became a
subsidiary of AT&T. The AT&T Merger has not had and is not expected to have a
material effect on the Partnership's results of operations or financial
condition.

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

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

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



                                      I-1
<PAGE>   4
                      AMERICAN CABLE TV INVESTORS 5, LTD.
                       (A Colorado Limited Partnership)



         General Development of Business (continued)

         On December 7, 1999, the Partnership consummated the sale of its
remaining cable television system serving subscribers located in and around
Riverside, California (the "Riverside System") to Century Exchange LLC
("Century"), a subsidiary of Adelphia Communications Corporation, for an
adjusted sales price of $33,399,000 (the "Riverside Sale"). The Riverside Sale
was approved by the Limited Partners at a special meeting that occurred on
December 11, 1998. In accordance with the terms of the asset purchase agreement
relating to the Riverside Sale, $1.5 million of the sales price was placed in
escrow for 180 days in order to satisfy any indemnifiable claims which could be
made by Century. On June 5, 2000, the funds held in escrow were released to ACT
5. ACT 5 received interest of $39,000 in conjunction with the release of the
funds held in escrow. In connection with the Riverside Sale, Century and the
Partnership waived the condition to closing that all required consents be
obtained prior to closing the Riverside Sale, as such condition related to the
transfer to Century of the franchise agreement between the Partnership and the
City of Moreno Valley that authorizes the Partnership to provide cable
television service to subscribers located in and around Moreno Valley,
California (the "Moreno Franchise Agreement"). Accordingly, all of the Riverside
System's cable television assets other than the Moreno Franchise Agreement were
transferred to Century on December 7, 1999. Consent to transfer the Moreno
Franchise Agreement to Century has not yet been obtained. In connection with the
Riverside Sale, the Partnership entered into a management agreement with Century
pursuant to which Century will be entitled to all net cash flows generated by
the portion of the Riverside System that is subject to the Moreno Franchise
Agreement until such time as the City of Moreno Valley approves the transfer of
the Moreno Franchise Agreement from the Partnership to Century. On February 13,
2001, the City of Moreno Valley passed a resolution indicating that the
Partnership, by entering into the management agreement, in effect, transferred
the franchise without city approval, thereby causing a material default under
the franchise agreement. The Partnership has responded by providing the City of
Moreno Valley a supplemental agreement with Century by which the partners
reaffirm that they did not intend to transfer control of the franchise.
Management believes that, although no assurance can be given as to the outcome
of this action, the ultimate disposition should not have a material adverse
effect on the financial condition of the Partnership.

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

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

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

(b)      Financial Information about Industry Segments

         Not applicable.



                                      I-2
<PAGE>   5
                      AMERICAN CABLE TV INVESTORS 5, LTD.
                       (A Colorado Limited Partnership)


(c)      Narrative Description of Business

         Not meaningful.

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

         Not applicable.

Item 2.     Properties.

            Not meaningful.

Item 3.     Legal Proceedings.

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

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

           None.



                                      I-3

<PAGE>   6
                      AMERICAN CABLE TV INVESTORS 5, LTD.
                        (A Colorado Limited Partnership)

                                    PART II.


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

         In its public offering that was conducted from May 1987 to February
1989, the Partnership sold 200,005 Units to the public at a price of $500 per
Unit. At December 31, 2000, there were approximately 11,291 Unit holders.

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

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

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

Item 6.  Selected Financial Data.

         Selected financial data related to the Partnership's financial
condition and results of operations for the five years ended December 31, 2000
are summarized as follows (such information should be read in conjunction with
the Partnership's financial statements included elsewhere herein):


SUMMARY BALANCE SHEET DATA:

<TABLE>
<CAPTION>
                                                     December 31,
                                      ------------------------------------------
                                       2000   1999(1)    1998   1997(2)    1996
                                      ------  --------  ------  --------  ------
                                                  amounts in thousands
<S>                                   <C>     <C>       <C>     <C>       <C>

   Cash and cash equivalents ......   $9,240  49,067    16,134    16,400    4,729
   Property and equipment, net ....   $   --      --     7,814     8,261   38,732
   Franchise costs and other
      intangibles, net ............   $   --      --     5,597     7,963   28,877
   Total assets ...................   $9,795  51,457    30,501    35,578   73,209
   Debt ...........................   $   --      --        --        --    7,500
   Partners' equity ...............   $9,295  49,306    28,447    28,941   60,137
   Units outstanding ..............      200     200       200       200      200
</TABLE>



                                      II-1
<PAGE>   7

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


SUMMARY STATEMENT OF OPERATIONS DATA:

<TABLE>
<CAPTION>
                                                          Years ended December 31,
                                           ---------------------------------------------------
                                             2000    1999(1)      1998     1997(2)      1996
                                           -------   --------    ------    --------    -------
                                             amounts in thousands, except per Unit amounts
<S>                                        <C>       <C>         <C>       <C>         <C>


   Revenue .............................   $    --      9,456     9,542     16,255     28,108
   Operating loss ......................   $  (429)    (1,060)   (1,044)    (2,352)    (4,556)
   Interest expense ....................   $    --         --        --       (135)      (302)
   Interest income .....................   $ 1,363        982       752      1,947        494
   Share of earnings of
    Newport News .......................   $    --         --        --         --     39,995
   Gain on sale of cable television
     systems(3) ........................   $    66     20,937        --     44,093         --
   Net earnings (loss) .................   $ 1,000     20,859      (494)    43,553     35,631
   Net earnings (loss) per Unit ........   $  4.95     103.25     (2.45)    215.58     176.37
   Distributions per Unit ..............       203         --        --        370        165

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

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

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




                                      II-2
<PAGE>   8

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


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

         General

         AT&T Merger. On March 9, 1999, AT&T acquired AT&T Broadband in a
merger. In the AT&T Merger, AT&T Broadband became a subsidiary of AT&T. The AT&T
Merger has not had and is not expected to have a material effect on the
Partnership's results of operations or financial condition.

Asset Sales. On December 7, 1999, the Partnership consummated the sale of its
remaining cable television system serving subscribers located in and around
Riverside, California to Century for an adjusted sales price of $33,399,000. The
Riverside Sale was approved by the Limited Partners at a special meeting that
occurred on December 11, 1998. In accordance with the terms of the asset
purchase agreement relating to the Riverside Sale, $1.5 million of the sales
price was placed in escrow for 180 days in order to satisfy any indemnifiable
claims which could be made by Century. On June 5, 2000, the funds held in escrow
were released to ACT 5. ACT 5 received interest of $39,000 in conjunction with
the release of the funds held in escrow. In connection with the Riverside Sale,
Century and the Partnership waived the condition to closing that all required
consents be obtained prior to closing the Riverside Sale, as such condition
related to the transfer to Century of the franchise agreement between the
Partnership and the City of Moreno Valley that authorizes the Partnership to
provide cable television service to subscribers located in and around Moreno
Valley, California. Accordingly, all of the Riverside System's cable television
assets other than the Moreno Franchise Agreement were transferred to Century on
December 7, 1999. Consent to transfer the Moreno Franchise Agreement to Century
has not yet been obtained. In connection with the Riverside Sale, the
Partnership entered into a management agreement with Century pursuant to which
Century will be entitled to all net cash flows generated by the portion of the
Riverside System that is subject to the Moreno Franchise Agreement until such
time as the City of Moreno Valley approves the transfer of the Moreno Franchise
Agreement from the Partnership to Century. On February 13, 2001, the City of
Moreno Valley passed a resolution indicating that the Partnership, by entering
into the management agreement, in effect, transferred the franchise without city
approval, thereby causing a material default under the franchise agreement. The
Partnership has responded by providing the City of Moreno Valley a supplemental
agreement with Century by which the partners reaffirm that they did not intend
to transfer control of the franchise. Management believes that, although no
assurance can be given as to the outcome of this action, the ultimate
disposition should not have a material adverse effect on the financial condition
of the Partnership.

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

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

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



                                      II-3
<PAGE>   9

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


         Results of Operations

         Material Changes in Results of Operations - 2000 compared to 1999

         As a result of the Riverside Sale, the Partnership is no longer
actively engaged in the cable television business. Pending the transfer of the
Moreno Valley Franchise Agreement and resolution of the contingencies described
in notes 2 and 4 to the accompanying financial statements, the Partnership will
seek to make a final determination of its liabilities so that liquidating
distributions can be made in connection with its dissolution. Accordingly, the
Partnership's results of operations for the year ended December 31, 2000 are
primarily comprised of general and administrative ("G&A") expenses and interest
income. The Partnership's G&A expenses are primarily comprised of costs
associated with the administration of the Partnership. The Partnership's G&A
expenses for the year ended December 31, 2000 include legal fees incurred in ACT
5's efforts to resolve the lawsuit as described in note 4. The Partnership's
results of operations for the year ended December 31, 2000 also reflect an
adjustment to the gain on the Riverside Sale.

         Interest income relates to interest earned on the Partnership's cash
and cash equivalents. Interest income increased $381,000 during the year ended
December 31, 2000, as compared to the corresponding prior year period. Such
increase is due to an increase in the average balance of the Partnership's cash
and cash equivalents resulting from cash proceeds received in connection with
the Riverside Sale, an increase in the average interest rate and interest
received in conjunction with the release of funds held in escrow.

         Material Changes in Results of Operations - 1999 compared to 1998

         Revenue decreased $86,000 or 1% during the year ended December 31,
1999, as compared to the corresponding prior year period. Such decrease was
primarily attributable to the timing of the Riverside Sale and was partially
offset by an increase in revenue from cable customers prior to the Riverside
Sale.

         Programming expense increased $132,000 or 6% for the year ended
December 31, 1999, as compared to the corresponding prior year period. Such
increase was primarily due to higher programming rates and was partially offset
by the effect of the Riverside Sale.

         Operating expenses increased $41,000 or 3% for the year ended December
31, 1999, as compared to the corresponding prior year period. Such increase was
primarily due to the net effects of higher labor costs associated with increased
levels of customer service, increased launch and development costs related to
the roll-out of digital video products and a decrease in expenses due to the
timing of the Riverside Sale.


                                      II-4
<PAGE>   10

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


         Selling, general and administrative ("SG&A") expenses increased
$155,000 or 5% for the year ended December 31, 1999, as compared to the
corresponding prior year period. Such increase was primarily attributable to
higher salaries and benefits associated with increased levels of customer
service and increased launch and development costs related to the roll-out of
digital video products, higher management fees and costs associated with efforts
to ensure readiness for the year 2000. Such increase was partially offset by the
effect of the Riverside Sale and a decrease in legal expenses.

         Depreciation and amortization decreased $398,000 or 10% for the year
ended December 31, 1999, as compared to the corresponding prior year period.
Such decrease was primarily attributable to the timing of the Riverside Sale. In
addition, amortization expense for 1998 included $92,000 attributable to the
year ended December 31, 1997.

         Interest income increased $230,000 or 31% for the year ended December
31, 1999, as compared to the corresponding prior year period. The increase is
due to an increase in the average balance of the Partnership's cash and cash
equivalents resulting primarily from cash proceeds received in connection with
the Riverside Sale.

         During the first quarter of 1998, the Partnership expensed $202,000 of
deferred loan costs that were related to debt that was repaid in 1997.

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

         Liquidity and Capital Resources

         At December 31, 2000, the Partnership held cash and cash equivalents of
$9,240,000. During the year ended December 31, 2000, the Partnership made a
distribution from the net cash proceeds received in connection with the
Riverside Sale to its General Partner and Limited Partners of $410,000 and
$40,601,000 ($203 per Unit for Limited Partners of record as of April 1, 2000),
respectively, in April 2000. The Partnership anticipates that it will make
liquidating distributions in connection with its dissolution as soon as possible
following the final determination and satisfaction of the Partnership's
liabilities. See notes 2 and 4 to the accompanying financial statements.

         As previously described under "General - Asset Sales", pursuant to the
terms of the asset purchase agreement relating to the Riverside Sale, $1.5
million of the sales price was placed in escrow for 180 days in order to satisfy
any indemnifiable claims which could be made by Century. On June 5, 2000, the
funds held in escrow were released to ACT 5. ACT 5 received interest of $39,000
in conjunction with the release of the funds held in escrow.



                                      II-5
<PAGE>   11

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


         Liquidity and Capital Resources (continued)

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

         On November 2, 1999 a limited partner of ACT 5 filed suit in United
States District Court for the District of Colorado against the General Partner
of ACT 5. The lawsuit also names certain affiliates of the General Partner as
defendants. The lawsuit alleges that the defendants violated disclosure
requirements under the Securities Exchange Act of 1934 in connection with
soliciting limited partner approval of the Riverside Sale and that certain
defendants breached their fiduciary duty in connection with the Riverside Sale.
On September 28, 2000, the Court dismissed the Plaintiff's complaint for failing
to plead the Federal Securities Act claim properly. On October 13, 2000, the
Plaintiff served an amended complaint to the Defendants and on November 13,
2000, Defendants filed motions to dismiss the amended complaint. The Court has
not yet ruled on such motions. Based upon the limited facts available,
management believes that, although no assurance can be given as to the outcome
of this action, the ultimate disposition should not have a material adverse
effect upon the financial condition of the Partnership.

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

         The claim against the Southern Tennessee Escrow, the above described
lawsuit and the pending transfer of the Moreno Valley Franchise Agreement
described in note 2 have had and will continue to have the effect of delaying
any final liquidating distributions of the Partnership.

         At December 31, 2000, the Partnership had $437,000 of unclaimed
distribution checks payable to certain Limited Partners which were written on a
bank account which was subsequently closed. Such checks will either be reissued
to such Limited Partners or released to the respective state of such Limited
Partners' last known residence upon dissolution of the Partnership.



                                      II-6
<PAGE>   12

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



Item 8.  Financial Statements and Supplementary Data.

         The financial statements of the Partnership are filed under this item
beginning on Page II-8. All financial statement schedules are omitted as they
are not required or are not applicable.

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

      None.


                                      II-7
<PAGE>   13


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



                          Independent Auditors' Report



The Partners
American Cable TV Investors 5, Ltd.:


We have audited the accompanying balance sheets of American Cable TV Investors
5, Ltd. (a Colorado limited partnership) as of December 31, 2000 and 1999, and
the related statements of operations, partners' equity, and cash flows for each
of the years in the three-year period ended December 31, 2000. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in note 2 to the financial statements, the Partnership sold
substantially all of its cable television assets and is currently in the process
of determining its final liabilities so that liquidating distributions can be
made.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Cable TV Investors 5,
Ltd. as of December 31, 2000 and 1999, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States of America.



                                               KPMG LLP


Denver Colorado
March 26, 2001




                                      II-8
<PAGE>   14

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


                                 Balance Sheets

                           December 31, 2000 and 1999

                                  (See note 2)

<TABLE>
<CAPTION>
                                                       2000       1999
                                                     --------    -------
                                                     amounts in thousands
<S>                                                  <C>         <C>
Assets

Cash and cash equivalents                            $  9,240     49,067
Receivables                                                61        396
Funds held in escrow (notes 2 and 4)                      494      1,994
                                                     --------    -------
                                                     $  9,795     51,457
                                                     ========    =======

Liabilities and Partners' Equity

Accrued liabilities and accounts payable             $     60        303
Unclaimed limited partner distribution checks             437        613
Amounts due to related parties (note 3)                     3      1,235
                                                     --------    -------
      Total liabilities                                   500      2,151
                                                     --------    -------

Partners' equity (deficit):
   General partner                                     (3,208)    (2,808)
   Limited partners                                    12,503     52,114
                                                     --------    -------
      Total partners' equity                            9,295     49,306
                                                     --------    -------
Contingencies (notes 2 and 4)
                                                     $  9,795     51,457
                                                     ========    =======

</TABLE>
                                                                     (continued)

                See accompanying notes to financial statements.


                                      II-9
<PAGE>   15

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

                            Statements of Operations

                  Years ended December 31, 2000, 1999 and 1998

                                  (See note 2)

<TABLE>
<CAPTION>
                                                                   2000        1999       1998
                                                                 --------    --------    -------
                                                                       amounts in thousands,
                                                                      except per unit amounts
<S>                                                              <C>          <C>          <C>

Revenue                                                          $     --      9,456      9,542

Operating costs and expenses:
   Programming (primarily from related parties - note 3)               --      2,333      2,201
   Operating (including allocations
      from related parties - note 3)                                   --      1,252      1,211
   Selling, general and administrative (including charges
      and allocations from related parties - note 3)                  429      3,511      3,356
   Depreciation                                                        --      1,424      1,559
   Amortization                                                        --      1,996      2,259
                                                                 --------    -------    -------
        Total operating expenses                                      429     10,516     10,586
                                                                 --------    -------    -------
        Operating loss                                               (429)    (1,060)    (1,044)

Other income (expense):
   Interest income                                                  1,363        982        752
   Write-off of deferred loan costs                                    --         --       (202)
   Gain on sale of cable television systems (note 2)                   66     20,937         --
                                                                 --------    -------    -------
                                                                    1,429     21,919        550
                                                                 --------    -------    -------
        Net earnings (loss)                                      $  1,000     20,859       (494)
                                                                 ========    =======    =======
Net earnings (loss) per limited partnership unit ("Unit")        $   4.95     103.25      (2.45)
                                                                 ========    =======    =======
</TABLE>


                See accompanying notes to financial statements.



                                     II-10
<PAGE>   16

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

                         Statements of Partners' Equity

                  Years ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                         General      Limited
                                         partner      partners        Total
                                         -------      --------      ---------
                                                 amounts in thousands
<S>                                      <C>          <C>           <C>
Balance at January 1, 1998                (3,012)       31,953        28,941
   Net loss                                   (5)         (489)         (494)
                                         -------       -------       -------
Balance at December 31, 1998              (3,017)       31,464        28,447
   Net earnings                              209        20,650        20,859
                                         -------       -------       -------
Balance at December 31, 1999              (2,808)       52,114        49,306
   Distribution (note 2)                    (410)      (40,601)      (41,011)
   Net earnings                               10           990         1,000
                                         -------       -------       -------
Balance at December 31, 2000             $(3,208)       12,503         9,295
                                         =======       =======       =======

</TABLE>


                See accompanying notes to financial statements.


                                     II-11
<PAGE>   17

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

                            Statements of Cash Flows

                  Years ended December 31, 2000, 1999 and 1998

                                  (See note 2)

<TABLE>
<CAPTION>
                                                                       2000        1999        1998
                                                                     --------     -------     -------
                                                                          amounts in thousands
<S>                                                                  <C>         <C>          <C>

Cash flows from operating activities:
   Net earnings (loss)                                               $  1,000      20,859        (494)
   Adjustments to reconcile net earnings (loss) to net cash
     provided by (used in) operating activities:
        Depreciation and amortization                                      --       3,420       3,818
        Write-off of deferred loan costs                                   --          --         202
        Gain on sale of cable television systems                          (66)    (20,937)         --
        Changes in operating assets and liabilities, net of
           effects from sale of cable television systems:
          Net change in receivables and other assets                      335          34         (47)
          Net change in accounts payable, accrued liabilities
              and amounts due to related parties                       (1,651)     (1,247)     (4,583)
                                                                     --------     -------     -------
              Net cash provided by (used in) operating
                  activities                                             (382)      2,129      (1,104)
                                                                     --------     -------     -------
Cash flows from investing activities:
   Capital expended for property and equipment                             --      (1,028)     (1,073)
   Proceeds from sale of cable television systems, net of
     disposition fees paid and funds held in escrow                        66      31,832          --
   Proceeds from release of funds held in escrow                        1,500          --       1,843
   Other investing activities                                              --          --          68
                                                                     --------     -------     -------
              Net cash provided by investing activities                 1,566      30,804         838
                                                                     --------     -------     -------
Cash flows from financing activities - distribution to partners       (41,011)         --          --
                                                                     --------     -------     -------
              Net change in cash and cash equivalents                 (39,827)     32,933        (266)
              Cash and cash equivalents:
                  Beginning of year                                    49,067      16,134      16,400
                                                                     --------     -------     -------
                  End of year                                        $  9,240      49,067      16,134
                                                                     ========     =======     =======
</TABLE>

                See accompanying notes to financial statements.



                                     II-12
<PAGE>   18

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

                          Notes to Financial Statements

                        December 31, 2000, 1999 and 1998


(1)      Summary of Significant Accounting Policies

         Organization

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

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

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

         On March 9, 1999, AT&T Corp. ("AT&T") acquired AT&T Broadband in a
         merger (the "AT&T Merger"). In the AT&T Merger, AT&T Broadband became a
         subsidiary of AT&T. The AT&T Merger has not had and is not expected to
         have a material effect on the Partnership's results of operations or
         financial condition.

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

                                                                     (continued)



                                     II-13
<PAGE>   19

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

                          Notes to Financial Statements


         Allocation of Net Earnings and Net Losses

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

         Cash and Cash Equivalents

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

         At December 31, 2000 and 1999, $9,008,000 and $46,631,000 of the
         Partnership's cash and cash equivalents were invested in money market
         funds, respectively. The Partnership is exposed to credit loss in the
         event of non-performance by the other parties to such financial
         instruments. However, the Partnership does not anticipate
         non-performance by the other parties.

         Property and Equipment

         Property and equipment was stated at cost, which included an allocation
         of the acquisition costs of cable television systems. Depreciation was
         computed using the straight-line method over the estimated useful lives
         of the assets, which ranged from 3 to 20 years.

         Repairs and maintenance were charged to operations, and renewals and
         additions, including labor and overhead related to installations and
         interest costs related to construction, were capitalized. Capitalized
         interest costs were not significant in any of the periods presented in
         the accompanying financial statements.

                                                                     (continued)



                                     II-14
<PAGE>   20

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

                          Notes to Financial Statements


         At the time of ordinary retirements, sales, or other dispositions of
         part of a cable television system, the depreciated cost and cost of
         removal of such property were charged to accumulated depreciation, and
         salvage value, if any, was credited thereto. The net book value of
         assets retired or disposed of as a result of major rebuilds and lost
         converters was charged to depreciation expense in the period of
         disposition. Gains or losses were only recognized in connection with
         the disposition of properties in their entirety.

         Franchise Costs

         Franchise costs represented the difference between the acquisition cost
         of a cable television system and amounts allocated to the tangible
         assets. Franchise costs were amortized using the straight-line method
         over the remaining terms of the franchise agreements at the time of
         acquisition, which ranged from 3 to 15 years.

         Impairment of Long-Lived Assets

         The Partnership periodically reviewed the carrying amounts of property,
         plant and equipment and its intangible assets to determine whether
         current events or circumstances warranted adjustments to such carrying
         amounts. If an impairment adjustment was deemed necessary, such loss
         was measured by the amount that the carrying value of such assets
         exceeded their fair value.

         Revenue Recognition

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

         Net Earnings (Loss) Per Unit

         Net earnings (loss) per Unit is calculated by dividing net earnings
         (loss) attributable to the Limited Partners by the number of Units
         outstanding during the period. The number of Units outstanding for each
         of the years in the three-year period ended December 31, 2000 was
         200,005.

                                                                     (continued)


                                     II-15
<PAGE>   21

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

                          Notes to Financial Statements


         Income Taxes

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

         The Partnership had taxable earnings of $1.0 million, $13.1 million and
         $1.0 million for the years ended December 31, 2000, 1999 and 1998,
         respectively.

         Estimates

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

         New Accounting Pronouncements

         In December 1999, the Securities and Exchange Commission issued Staff
         Accounting Bulletin No. 101 (SAB No. 101), "Revenue Recognition in
         Financial Statements." The SEC delayed the date by which registrants
         must apply SAB No. 101 until the fourth quarter of 2000. The
         implementation of SAB No. 101 did not have a significant impact on the
         financial condition or results of operations of the Partnership.

                                                                     (continued)



                                     II-16
<PAGE>   22

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

                          Notes to Financial Statements


(2)      Asset Sales

         On December 7, 1999, the Partnership consummated the sale of its
         remaining cable television system serving subscribers located in and
         around Riverside, California (the "Riverside System") to Century
         Exchange LLC ("Century"), a subsidiary of Adelphia Communications
         Corporation, for an adjusted sale price of $33,399,000 (the "Riverside
         Sale"). The Riverside Sale was approved by the Limited Partners at a
         special meeting that occurred on December 11, 1998. In accordance with
         the terms of the asset purchase agreement relating to the Riverside
         Sale, $1.5 million of the sales price was placed in escrow for 180 days
         in order to satisfy any indemnifiable claims which could be made by
         Century. On June 5, 2000, the funds held in escrow were released to ACT
         5. ACT 5 received interest of $39,000 in conjunction with the release
         of the funds held in escrow. In connection with the Riverside Sale,
         Century and the Partnership waived the condition to closing that all
         required consents be obtained prior to closing the Riverside Sale, as
         such condition related to the transfer to Century of the franchise
         agreement between the Partnership and the City of Moreno Valley that
         authorizes the Partnership to provide cable television service to
         subscribers located in and around Moreno Valley, California (the
         "Moreno Franchise Agreement"). Accordingly, all of the Riverside
         System's cable television assets other than the Moreno Franchise
         Agreement were transferred to Century on December 7, 1999. Consent to
         transfer the Moreno Franchise Agreement to Century has not yet been
         obtained. In connection with the Riverside Sale, the Partnership
         entered into a management agreement with Century pursuant to which
         Century will be entitled to all net cash flows generated by the portion
         of the Riverside System that is subject to the Moreno Franchise
         Agreement until such time as the City of Moreno Valley approves the
         transfer of the Moreno Franchise Agreement from the Partnership to
         Century. On February 13, 2001, the City of Moreno Valley passed a
         resolution indicating that the Partnership, by entering into the
         management agreement, in effect, transferred the franchise without city
         approval, thereby causing a material default under the franchise
         agreement. The Partnership has responded by providing the City of
         Moreno Valley a supplemental agreement with Century by which the
         partners reaffirm that they did not intend to transfer control of the
         franchise. Management believes that, although no assurance can be given
         as to the outcome of this action, the ultimate disposition should not
         have a material adverse effect on the financial condition of the
         Partnership.

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

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

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

                                                                     (continued)



                                     II-17
<PAGE>   23

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

                          Notes to Financial Statements


(3)      Transactions with Related Parties

         The Partnership purchased programming services from affiliates of AT&T
         Broadband. The charges, which generally approximated such affiliates'
         cost and were based upon the number of customers served by the
         Partnership, aggregated $2,333,000 and $2,201,000 in 1999 and 1998,
         respectively.

         The Partnership has a management agreement with Cablevision whereby
         Cablevision was responsible for performing all services necessary for
         the management of the Partnership's cable television systems. As
         compensation for these services, the Partnership paid a management fee
         equal to 6% of gross revenue, as defined in the management agreement.
         Such fees amounted to $567,000 and $573,000 during the years ended
         December 31, 1999 and 1998, respectively.

         The Partnership also reimburses Cablevision for direct out-of-pocket
         and indirect expenses allocable to the Partnership and for certain
         personnel employed on a full- or part-time basis to perform accounting,
         marketing, technical or other services. Such reimbursements amounted to
         $36,000, $387,000 and $207,000 in 2000, 1999 and 1998, respectively.

         Riverside shared office facilities, personnel and certain distribution
         assets with the Redlands System. As a result, the majority of
         Riverside's operating and administrative salaries and expenses were
         charged to Riverside based upon Riverside's estimated utilization of
         such office facilities and personnel. During the years ended December
         31, 1999 and 1998, Riverside's operating and administrative salaries
         and expenses aggregated $2,578,000 and $2,402,000, respectively.

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

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

         Amounts due from related parties bear interest at variable rates (5.0%
         at December 31, 2000 and 1999). Interest earned on amounts due from
         AT&T Broadband and its affiliates was none during the years ended
         December 31, 2000 and 1999 and $120,000 for the year ended December 31,
         1998.

                                                                     (continued)


                                     II-18
<PAGE>   24

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

                          Notes to Financial Statements


(4)      Contingencies

         On November 2, 1999 a limited partner of ACT 5 filed suit in United
         States District Court for the District of Colorado against the General
         Partner of ACT 5. The lawsuit also names certain affiliates of the
         General Partner as defendants. The lawsuit alleges that the defendants
         violated disclosure requirements under the Securities Exchange Act of
         1934 in connection with soliciting limited partner approval of the
         Riverside Sale and that certain defendants breached their fiduciary
         duty in connection with the Riverside Sale. On September 28, 2000, the
         Court dismissed the Plaintiff's complaint for failing to plead the
         Federal Securities Act claim properly. On October 13, 2000, the
         Plaintiff served an amended complaint to the Defendants and on November
         13, 2000, Defendants filed motions to dismiss the amended complaint.
         The Court has not ruled on such motions. Based upon the limited facts
         available, management believes that, although no assurance can be given
         as to the outcome of this action, the ultimate disposition should not
         have a material adverse effect upon the financial condition of the
         Partnership.

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

         On April 1, 1997, the Partnership sold its cable television system
         located in and around Shelbyville and Manchester, Tennessee (the
         "Southern Tennessee System") to Rifkin Acquisition Partners, L.L.L.P.
         ("Rifkin") for an adjusted sales price of $19,647,000. Pursuant to the
         asset purchase agreement, $494,000 of such sales price was placed in
         escrow (the "Southern Tennessee Escrow") and was subject to
         indemnifiable claims by Rifkin through March 31, 1998. Prior to March
         31, 1998, Rifkin filed a claim against the Southern Tennessee Escrow
         relating to a class action lawsuit filed by a customer challenging late
         fee charges with respect to the Southern Tennessee System. On September
         14, 1999, Rifkin sold the Southern Tennessee System to an affiliate of
         Charter Communications, Inc. ("Charter"). In connection with such sale,
         Charter was assigned the rights of the indemnification claim. The class
         action lawsuit has been settled and dismissed. The amount of the
         Southern Tennessee Escrow due Charter as a result of terms of the
         settlement agreement has not yet been determined. Upon determination of
         amounts due Charter, the remaining funds in the Southern Tennessee
         Escrow will be released to ACT 5.

         The claim against the Southern Tennessee Escrow, the lawsuit described
         above and the pending transfer of the Moreno Valley Franchise Agreement
         described in note 2 have had and will continue to have the effect of
         delaying any final liquidating distributions of the Partnership.

                                                                     (continued)


                                     II-19
<PAGE>   25

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

                          Notes to Financial Statements


         The Partnership leased certain property and equipment under operating
         leases. The Partnership's lease expense aggregated $132,000 and
         $146,000 in 1999 and 1998, respectively, including $3,000 and $4,000
         paid under pole rental agreements which were terminable on short notice
         by either party. Riverside's lease expense aggregated $132,000 and
         $146,000 in 1999 and 1998, respectively, including $3,000 and $4,000
         paid under pole rental agreements in 1999 and 1998, respectively.


                                     II-20
<PAGE>   26


                       AMERICAN CABLE TV INVESTORS 5, LTD.


                                    PART III.

Item 10. Directors and Executive Officers of the Registrant.

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

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

         As of February 15, 2001, the following executive officers and directors
of TCIV 5 operate IR-TCI:



       Name                                   Position
       ----                                   --------

Daniel E. Somers(1)        Director of TCIV 5 since January 2000 and President
Born December 9, 1947      of TCIV 5 since June 2000. Director, President and
                           Chief Executive Officer of AT&T Broadband since
                           December 1999. Senior Executive Vice President and
                           Chief Financial Officer of AT&T from May 1997 to
                           December 1999. Serves as a President and Director of
                           many of AT&T Broadband's subsidiaries. Chairman and
                           Chief Executive Officer of Bell Cablemedia, plc, of
                           London from 1995 to 1997. From 1992 to 1995, Mr.
                           Somers was Executive Vice President and Chief
                           Financial Officer for Bell Canada, International,
                           Inc. after having been President of Radio Atlantic
                           Holdings, Ltd.


Michael P. Huseby(1)       Director of TCIV 5 since June 2000 and Vice President
Born November 14, 1954     and Treasurer of TCIV 5 since January 2000. Executive
                           Vice President and Chief Financial Officer of AT&T
                           Broadband since January 2000. Serves as a Vice
                           President, Treasurer and Director of various AT&T
                           Broadband subsidiaries. Mr. Huseby was a Partner in
                           Andersen Worldwide and Arthur Andersen LLP from 1990
                           to December 1999.


Scott D. Macdonald         Vice President and Controller of TCIV 5 since
Born September 28, 1961    February 2001. Vice President and Controller of AT&T
                           Broadband since February 2001. Vice President,
                           Financial Operations of AT&T Broadband from 1999 to
                           January 2001. Mr. Macdonald was Vice President and
                           Controller of Primestar, Inc. from 1996 to 1999 after
                           having been Executive Director of Regulation of
                           Tele-Communications, Inc. from 1993 to 1996.


                                     III-1
<PAGE>   27

                       AMERICAN CABLE TV INVESTORS 5, LTD.


Rick D. Bailey             Vice President and Secretary of TCIV 5 since June
Born June 16, 1957         2000. Senior Vice President, Chief Counsel and
                           Secretary of AT&T Broadband since June 2000. Mr.
                           Bailey was Vice President, Federal Government and
                           Public Policy of AT&T Broadband from 1997 to June
                           2000 and Vice President, Law and Government Affairs
                           of Western Regions of AT&T Broadband from 1995 to
                           1997. Vice President and Secretary or Vice President
                           and Assistant Secretary of most of AT&T Broadband's
                           subsidiaries.


Arthur C. Belanger(1)      Director of TCIV 5 since June 1996. Prior to his
Born November 23, 1925     retirement in January 1992, Mr. Belanger was
                           Executive Vice President and Chief Operating Officer
                           of United Artists Communications, Inc.


Paul F. Schonewolf(1)      Director of TCIV 5 since June 1996. Mr. Schonewolf is
Born February 9, 1937      the President of Hamilton County/Gore Mt. Cable TV,
                           Inc., a cable company serving six upstate New York
                           communities. From 1987 to 1993 he was President of
                           Schomann Entertainment Corp., which owned and
                           operated cable television companies in New York,
                           Vermont, New Hampshire and Pennsylvania. From 1986 to
                           1994 he was President of PFS Communications, a
                           consulting company serving the cable television
                           industry.



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

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

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

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

         Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Partnership believes that, during the fiscal
year ended December 31, 2000, all applicable filing requirements were complied
with, except that Mr. Bailey filed one Form 3 late.



                                     III-2
<PAGE>   28

                       AMERICAN CABLE TV INVESTORS 5, LTD.


Item 11. Executive Compensation.

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

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

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

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

Item 13. Certain Relationships and Related Transactions.

         Under a management agreement with Cablevision, Cablevision is
reimbursed for direct out-of-pocket and indirect expenses allocable to the
Partnership, and for certain personnel employed on a full- or part-time basis to
perform accounting, marketing, technical, or other services. Such reimbursements
aggregated $36,000 in 2000.

         At December 31, 2000, the Partnership owed $3,000 to AT&T Broadband and
its affiliates. Such amounts are non-interest-bearing and consist of the net
effect of cash advances and certain intercompany expense allocations.


                                     III-3
<PAGE>   29
                       AMERICAN CABLE TV INVESTORS 5, LTD.

                                    PART IV.

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

(a) (1)  Financial Statements

<TABLE>
<CAPTION>

                                                                           Page
                                                                          ------
<S>                                                                       <C>
Included in Part II of this Report:

         Independent Auditors' Report                                       II-8

         Balance Sheets, December 31, 2000 and 1999                         II-9

         Statements of Operations,
             Years ended December 31, 2000, 1999 and 1998                  II-10

         Statements of Partners' Equity,
             Years ended December 31, 2000, 1999 and 1998                  II-11

         Statements of Cash Flows,
             Years ended December 31, 2000, 1999 and 1998                  II-12

         Notes to Financial Statements,
             December 31, 2000, 1999 and 1998                              II-13
</TABLE>


(a) (2)  Financial Statement Schedules

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


                                      IV-1
<PAGE>   30

                       AMERICAN CABLE TV INVESTORS 5, LTD.


(a) (3)  Exhibits

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

3 - Articles of Incorporation and Bylaws:

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

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

10 - Material Contracts:

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

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

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

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

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

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

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


                                      IV-2
<PAGE>   31
                      AMERICAN CABLE TV INVESTORS 5, LTD.

10 - Materials contracts, continued:

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

         Waiver and Indemnification Agreement by and between American Cable TV
             Investors 5, Ltd. and Adelphia Communications Corporation dated
             December 7, 1999.

(b)      Reports on Form 8-K filed during the quarter ended December 31, 2000:

         None.

                                      IV-3

<PAGE>   32


                                   SIGNATURES

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

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

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

          By: /s/ Daniel E. Somers                              March 30, 2001
              --------------------------------------
              Daniel E. Somers
              President and Director - TCI Ventures Five, Inc.
              (Principal Executive Officer)


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

<TABLE>
<CAPTION>

                     Signature                                              Date
                     ---------                                              ----
<S>                                                                    <C>



/s/ Daniel E. Somers                                                   March 30, 2001
-------------------------------------
Daniel E. Somers
President and Director - TCI Ventures Five, Inc.
(Principal Executive Officer)


/s/ Michael P. Huseby                                                  March 30, 2001
-------------------------------------
Michael P. Huseby
Director, Vice President and Treasurer - TCI Ventures Five, Inc.
(Chief Financial Officer)


/s/ Scott D. Macdonald                                                 March 30, 2001
-------------------------------------
Scott D. Macdonald
Vice President and Controller - TCI Ventures Five, Inc.
(Principal Accounting Officer)


/s/ Rick D. Bailey                                                     March 30, 2001
-------------------------------------
Rick D. Bailey
Vice President and Secretary - TCI Ventures Five, Inc.

</TABLE>


<PAGE>   33


<TABLE>

<S>                                                                    <C>
/s/ Arthur C. Belanger                                                 March 30, 2001
-------------------------------------
Arthur C. Belanger
Director - TCI Ventures Five, Inc.
</TABLE>


<PAGE>   34

                       AMERICAN CABLE TV INVESTORS 5, LTD.

                               INDEX TO EXHIBITS

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

<TABLE>
<CAPTION>

Exhibit
  No.                                Description
-------                              -----------
<S>         <C>
   3        - Articles of Incorporation and Bylaws:

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

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

  10        - Material Contracts:

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

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

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

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

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

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

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


</TABLE>
<PAGE>   35
                      AMERICAN CABLE TV INVESTORS 5, LTD.

<TABLE>
<CAPTION>

Exhibit
  No.                                Description
-------                              -----------
<S>         <C>
   10       - Materials contracts, continued:

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

                  Waiver and Indemnification Agreement by and between American Cable TV
                       Investors 5, Ltd. and Adelphia Communications Corporation dated
                       December 7, 1999.
</TABLE>