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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4, 1998
CABLE TV FUND 12-A, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-13193 84-098104
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code (Registrant's telephone
no. including area code)
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Item 2. Disposition of Assets
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On December 4, 1998, Cable TV Fund 12-A, Ltd., a Colorado limited
partnership (the "Partnership") sold the cable television systems serving areas
in and around Lake County, Illinois (the "Lake County System") and Orland
Park/Park Forest, Illinois (the "Orland Park System") to TCI Illinois Holdings,
L.P. ("TCI-IL") for a sales price of $86,000,000, subject to customary closing
adjustments. The sale was approved by the owners of a majority of the limited
partnership interests of the Partnership. The Partnership repaid all of its
indebtedness, including $19,912,500 borrowed under its term loan and capital
lease obligations totaling $152,256, paid a brokerage fee to The Jones Group,
Ltd., a subsidiary of Jones Intercable, Inc., the general partner of the
Partnership (the "General Partner"), totaling $2,150,000, representing 2.5
percent of the sales price, for acting as a broker in this transaction, settled
working capital adjustments, and deposited $2,604,000 into an indemnity escrow
account. The remaining net sale proceeds of approximately $63,204,100 will be
distributed to the Partnership's partners of record as of December 4, 1998.
Because the limited partners already have received total distributions equal to
the capital they initially contributed to the Partnership, the net sale proceeds
will be allocated 75 percent to the limited partners ($47,403,075) and 25
percent to the General Partner ($15,801,025). This distribution will give the
Partnership's limited partners an approximate return of $456 for each $500
limited partnership interest, or $912 for each $1,000 invested in the
Partnership.
Taking into account the distribution from the previous sale in 1998 of
the Fort Myers, Florida cable television system and the distributions from the
sale of the Lake County System and the Orland Park System, excluding escrowed
proceeds, the Partnership's limited partners will have received a total of
$1,351 for each $500 limited partnership interest, or $2,702 for each $1,000
invested in the Partnership, at the time the Partnership is liquidated and
dissolved.
The $2,604,000 of the sale proceeds placed in the indemnity escrow
account will remain in escrow from December 4, 1998 until November 15, 1999 as
security for the Partnership's agreement to indemnify the buyer under the Asset
Purchase Agreement dated July 10, 1998 between the Partnership and TCI
Communications, Inc. as assigned to TCI-IL (the "Asset Purchase Agreement").
The Partnership's primary exposure, if any, will relate to the representations
and warranties made about the Lake County System and the Orland Park System in
the Asset Purchase Agreement. Any amounts remaining from this indemnity escrow
account and not claimed by the buyer at the end of the escrow period will be
returned to and distributed by the Partnership. Any such distribution would be
made 75 percent to the limited partners of record as of December 4, 1998 and 25
percent to the General Partner. If the entire $2,604,000 escrow amount is
available, the limited partners would receive $1,953,000, and the General
Partner would receive $651,000. This limited parter distribution would
represent $19 for each $500 limited partnership interest, or $38 for each $1,000
invested in the Partnership. The Partnership will continue in existence at
least until any amounts remaining from the indemnity escrow account have been
distributed. Since the Lake County System and the Orland Park System
represented the remaining assets of the Partnership, the Partnership will be
liquidated and dissolved upon the final distribution of any amounts remaining
from the indemnity escrow account, most likely in the fourth quarter of 1999.
If any disputes with respect to indemnification arise, the Partnership would not
be dissolved until such disputes were resolved, which could result in the
Partnership continuing in existence beyond 1999. There will be no permitted
transfers of the Partnership's limited partnership interests after December 4,
1998.
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Item 7. Financial Statements and Exhibits
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a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
A description of the pro forma financial information of
Cable TV Fund 12-A, Ltd. reflecting the disposition of the
Lake County System and the Orland Park System is attached.
c. Exhibits.
2.1 Asset Purchase Agreement dated as of July 10, 1998
between TCI Communications, Inc. and Cable TV Fund 12-A, Ltd. appears as Exhibit
99.1 to the Preliminary Proxy Statement on Form 14A of Cable TV Fund 12-A, Ltd.
(Commission File No. 0-13193) filed with the Securities Exchange Commission on
August 7, 1998, and is incorporated herein by this reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CABLE TV FUND 12-A, LTD.
Dated: December 15, 1998 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President and Secretary
(39717)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
CABLE TV FUND 12-A, LTD.
As a result of the sale of the Lake County System and the Orland Park
System, the only remaining asset of the Partnership is $2,604,000, held in
escrow until November 15, 1999, as security for the Partnership's agreement to
indemnify the buyer under the Asset Purchase Agreement. The Partnership will
continue in existence at least until any amounts remaining from the indemnity
escrow account have been distributed, at which time the Partnership will be
liquidated. Accordingly, unaudited pro forma financial information is not
presented.
