<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-K

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

                                       OR

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


Commission File No. 0-16784


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


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


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


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

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

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

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

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

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

<PAGE>

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

                                Table of Contents

<Table>
<Caption>
                                                                                                         Page
                                                                                                         ----
                                     PART I

<S>               <C>                                                                                   <C>
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-6

Item 9.           Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure  ............................................     II-6


                                    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
                    and Management  .................................................................     III-3

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


                                     PART IV

Item 14.          Exhibits, Financial Statements and Financial Statement
                    Schedules, and Reports on Form 8-K  .............................................     IV-1
</Table>




<PAGE>

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

                                     PART I.

Item 1.      Business.

(a)      General Development of Business

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

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

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

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

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

         General Development of Business (continued)

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

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

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

                                      I-2

<PAGE>



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

(b)      Financial Information about Industry Segments

         Not applicable.

(c)      Narrative Description of Business

         Not meaningful.

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

         Not applicable.

Item 2.     Properties.

            Not meaningful.

Item 3.     Legal Proceedings.

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

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

              None.


                                      I-3
<PAGE>
                       AMERICAN CABLE TV INVESTORS 5, LTD.
                        (A Colorado Limited Partnership)

                                    PART II.

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

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

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

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

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

Item 6.  Selected Financial Data.

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

SUMMARY BALANCE SHEET DATA:

<Table>
<Caption>

                                                                           December 31,
                                          ------------------------------------------------------------------------
                                               2001           2000          1999 (1)         1998         1997 (2)
                                          ------------  -------------    ------------  --------------   ----------
                                                                      amounts in thousands
<S>                                       <C>           <C>              <C>           <C>              <C>
   Cash and cash equivalents              $     9,481         9,240          49,067         16,134        16,400
   Property and equipment,net             $        --            --              --          7,814         8,261
   Franchise costs and other intangibles,
    net                                   $        --            --              --          5,597         7,963
   Total assets                           $     9,975         9,795          51,457         30,501        35,578
   Partners' equity                       $     9,080         9,295          49,306         28,447        28,941
   Units outstanding                              200           200             200            200           200
</Table>

                                      II-1

<PAGE>

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

SUMMARY STATEMENT OF OPERATIONS DATA:

<Table>
<Caption>
                                                                   Years ended December 31,
                                            ------------------------------------------------------------------------
                                                 2001             2000         1999 (1)         1998       1997(2)
                                            -------------    ------------   ------------    -----------  -----------
                                                          amounts in thousands, except per Unit amounts
<S>                                       <C>                <C>            <C>             <C>          <C>
   Revenue                                  $        --               --         9,456          9,542         16,255
   Operating loss                           $      (604)            (429)       (1,060)        (1,044)        (2,352)
   Interest expense                         $        --               --            --             --           (135)
   Interest income                          $       389            1,363           982            752          1,947
   Gain on sale of cable television
    systems(3)                              $        --               66        20,937             --         44,093
   Net earnings (loss)                      $      (215)           1,000        20,859           (494)        43,553
   Net earnings (loss) per Unit             $     (1.06)            4.95        103.25          (2.45)        215.58
   Distributions per Unit                            --              203            --             --            370
</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>

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

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

         General

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

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

                                      II-3

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

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

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

         Results of Operations

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

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

                                      II-4

<PAGE>

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

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

         Liquidity and Capital Resources

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

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

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

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

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

                                      II-5

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

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

Item 8.  Financial Statements and Supplementary Data.

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

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

         None.




                                      II-6

<PAGE>

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

                          Independent Auditors' Report

The Partners
American Cable TV Investors 5, Ltd.:


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

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

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

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

                                                  KPMG LLP


Denver Colorado
March 25, 2002



                                      II-7

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

                                 Balance Sheets

                           December 31, 2001 and 2000

                                  (See note 2)

<Table>
<Caption>
                                                  2001         2000
                                                --------       -----
                                                amounts in thousands

<S>                                             <C>            <C>

Assets

Cash and cash equivalents                       $  9,481       9,240

Receivables                                           --          61

Funds held in escrow (note 4)                        494         494
                                                --------       -----
                                                $  9,975       9,795
                                                ========       =====

Liabilities and Partners' Equity

Accrued liabilities                             $    147          60

Unclaimed limited partner distribution checks        441         437

Amounts due to related parties (note 3)              307           3
                                                --------       -----
     Total liabilities                               895         500
                                                --------       -----

Partners' equity (deficit):
  General partner                                 (3,211)     (3,208)
  Limited partners                                12,291      12,503
                                                --------       -----
     Total partners' equity                        9,080       9,295
                                                --------       -----

Contingencies (note 4)
                                                $  9,975       9,795
                                                ========       =====
</Table>


See accompanying notes to financial statements.

                                      II-8
<PAGE>
                       AMERICAN CABLE TV INVESTORS 5, LTD.
                        (A Colorado Limited Partnership)

                            Statements of Operations

                  Years ended December 31, 2001, 2000 and 1999

                                  (See note 2)

<Table>
<Caption>
                                                 2001           2000          1999
                                              ----------       -------      --------
                                                      amounts in thousands,
                                                     except per unit amounts
<S>                                           <C>              <C>         <C>
Revenue                                       $       --            --         9,456

Operating costs and expenses:
  Programming (primarily from related
    parties - note 3)                                 --            --         2,333
  Operating (including allocations
    from related parties - note 3)                    --            --         1,252
  Selling, general and administrative
    (including charges and allocations from
    related parties - note 3)                        604           429         3,511
  Depreciation                                        --            --         1,424
  Amortization                                        --            --         1,996
                                              ----------       -------      --------
       Total operating expenses                      604           429        10,516
                                              ----------       -------      --------
       Operating loss                               (604)         (429)       (1,060)

Interest income                                      389         1,363           982
Gain on sale of cable television systems
    (note 2)                                          --            66        20,937
                                              ----------       -------      --------
       Net earnings (loss)                    $     (215)        1,000        20,859
                                              ==========       =======      ========
Net earnings (loss) per limited partnership
  unit ("Unit")                               $    (1.06)         4.95        103.25
                                              ==========       =======      ========
</Table>

See accompanying notes to financial statements.


                                      II-9


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

                         Statements of Partners' Equity

                  Years ended December 31, 2001, 2000 and 1999

<Table>
<Caption>
                                            General       Limited
                                            partner       partners        Total
                                           ----------     ---------      --------
                                                   amounts in thousands
<S>                                        <C>           <C>             <C>
Balance at January 1, 1999                     (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

   Net loss                                        (3)         (212)         (215)
                                           ----------     ---------      --------
Balance at December 31, 2001               $   (3,211)       12,291         9,080
                                           ==========     =========      ========
</Table>


See accompanying notes to financial statements.

                                     II-10

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

                            Statements of Cash Flows

                  Years ended December 31, 2001, 2000 and 1999

                                  (See note 2)

<Table>
<Caption>
                                                          2001          2000          1999
                                                       ----------     ---------     ---------
                                                                amounts in thousands
<S>                                                    <C>            <C>          <C>
Cash flows from operating activities:
  Net earnings (loss)                                  $     (215)        1,000        20,859
  Adjustments to reconcile net earnings (loss) to
    net cash provided by (used in) operating
    activities:
      Depreciation and amortization                            --            --         3,420
      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                                     61           335            34
        Net change in accounts payable, accrued
          liabilities and amounts due to related
          parties                                             395        (1,651)       (1,247)
                                                       ----------     ---------     ---------
          Net cash provided by (used in)
          operating activities                                241          (382)        2,129
                                                       ----------     ---------     ---------
Cash flows from investing activities:
  Capital expended for property and equipment                  --            --        (1,028)
  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            --
                                                       ----------     ---------     ---------
          Net cash provided by investing activities            --         1,566        30,804
                                                       ----------     ---------     ---------
Cash flows from financing activities -
    distribution to partners                                   --       (41,011)           --
                                                       ----------     ---------     ---------
          Net change in cash and cash equivalents             241       (39,827)       32,933

          Cash and cash equivalents:

             Beginning of year                              9,240        49,067        16,134
                                                       ----------     ---------     ---------
             End of year                               $    9,481         9,240        49,067
                                                       ==========     =========     =========

</Table>

See accompanying notes to financial statements.

                                     II-11
<PAGE>
                       AMERICAN CABLE TV INVESTORS 5, LTD.
                        (A Colorado Limited Partnership)

                          Notes to Financial Statements

                        December 31, 2001, 2000 and 1999

(1)      Summary of Significant Accounting Policies

         Organization

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

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

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

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

                                                                     (continued)


                                     II-12
<PAGE>


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

                          Notes to Financial Statements

         Allocation of Net Earnings and Net Losses

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

         Cash and Cash Equivalents

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

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

         Revenue Recognition

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

         Net Earnings (Loss) Per Unit

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

                                                                     (continued)

                                     II-13
<PAGE>

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

                          Notes to Financial Statements

         Income Taxes

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

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

         Estimates

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

                                                                     (continued)


                                     II-14

<PAGE>

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

                          Notes to Financial Statements

(2)      Asset Sales

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

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

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

                                                                     (continued)

                                       II-15

<PAGE>

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

                          Notes to Financial Statements

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

 (3)     Transactions with Related Parties

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

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

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

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

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

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

                                                                     (continued)

                                     II-16

<PAGE>

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

                          Notes to Financial Statements

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

(4)      Contingencies

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

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

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

                                     II-17

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

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

                                                                     (continued)




                                     II-18

<PAGE>

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

                          Notes to Financial Statements

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



                                     II-19
<PAGE>

                       AMERICAN CABLE TV INVESTORS 5, LTD.


                                    PART III.

Item 10. Directors and Executive Officers of the Registrant.

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

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

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

<Table>
<Caption>

       Name                                    Position
       ----                                    --------
<S>                          <C>
William T. Schleyer(1)        Director and President of TCIV 5 since December
Born June 9, 1951             2001. President and Chief Executive Officer of
                              AT&T Broadband since November 2001. Serves as a
                              President and Director of many of AT&T Broadband's
                              subsidiaries. Principal in Pilot House Ventures
                              from 2000 to October 2001. President and Chief
                              Operating Officer of the broadband services arm of
                              US West Media Group from 1996 to 1997. President
                              and Chief Operating Officer of Continental
                              Cablevision, Inc. from 1995 to 1996.

Michael P. Huseby(1)          Director of TCIV 5 since June 2000 and Vice
Born November 14, 1954        President 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 for Tele-Communications, Inc. from
                              1993 to 1996.
</Table>


                                     III-1
<PAGE>

                       AMERICAN CABLE TV INVESTORS 5, LTD.

<Table>
<Caption>

       Name                                    Position
       ----                                    --------
<S>                          <C>
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
Born February 9, 1937         is 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.

</Table>

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

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

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

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

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


                                     III-2

<PAGE>

                       AMERICAN CABLE TV INVESTORS 5, LTD.

Item 11. Executive Compensation.

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

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

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

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

Item 13. Certain Relationships and Related Transactions.

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

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


                                     III-3
<PAGE>

                       AMERICAN CABLE TV INVESTORS 5, LTD.

                                    PART IV.

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

(a)        (1)      Financial Statements

Included in Part II of this Report:

<Table>
<Caption>
                                                                                 Page
                                                                                 ----

<S>                                                                             <C>
                    Independent Auditors' Report                                 II-7

                    Balance Sheets, December 31, 2001 and 2000                   II-8

                    Statements of Operations,
                        Years ended December 31, 2001, 2000 and 1999             II-9

                    Statements of Partners' Equity,
                        Years ended December 31, 2001, 2000 and 1999            II-10

                    Statements of Cash Flows,
                        Years ended December 31, 2001, 2000 and 1999            II-11

                    Notes to Financial Statements,
                        December 31, 2001, 2000 and 1999                        II-12
</Table>

(a)        (2)      Financial Statement Schedules

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


                                      IV-1

<PAGE>
                       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>

                       AMERICAN CABLE TV INVESTORS 5, LTD.

10 - Materials contracts, continued:

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

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

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

         None.


                                      IV-3




<PAGE>





                                   SIGNATURES

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

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

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



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

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

<Table>
<Caption>
                            Signature                                     Date
                            ---------                                     ----
<S>                                                                   <C>
           /s/ William T. Schleyer                                    March 29, 2002
           ------------------------------------------------
           William T. Schleyer
           President and Director - TCI Ventures Five, Inc.
           (Principal Executive Officer)


           /s/ Michael P. Huseby                                      March 29, 2002
           ------------------------------------------------
           Michael P. Huseby
           Director, Vice President and Treasurer -
           TCI Ventures Five, Inc.
           (Chief Financial Officer)


           /s/ Scott D. Macdonald                                     March 29, 2002
           ------------------------------------------------
           Scott D. Macdonald
           Vice President and Controller -
           TCI Ventures Five, Inc.
           (Principal Accounting Officer)


           /s/ Rick D. Bailey                                         March 29, 2002
           ------------------------------------------------
           Rick D. Bailey
           Vice President and Secretary -
           TCI Ventures Five, Inc.
</Table>

                                      IV-4

<PAGE>




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



                                      IV-5