CABLE TV FUND 12-A LTD, 10-K405, 1999-03-30

CABLE TV FUND 12-A LTD
10-K405, 1999-03-30
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
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 number: 0-13193

CABLE TV FUND 12-A, LTD.
------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-098104
-------- ---------
(State of Organization) (IRS Employer Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone
no. including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests

Indicate by check mark whether the registrants, (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days:

Yes x No
----- -----

Aggregate market value of the voting stock held by non-affiliates of the
registrant: N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. X
-----

DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>

Certain information contained in this Form 10-K Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included in this Form 10-K Report that address activities,
events or developments that the Partnership or the General Partner expects,
believes or anticipates will or may occur in the future are forward-looking
statements. These forward-looking statements are based upon certain assumptions
and are subject to risks and uncertainties. Actual events or results may differ
from those discussed in the forward-looking statements as a result of various
factors.

PART I.
-------

ITEM 1. BUSINESS
-----------------

The Partnership

Cable TV Fund 12-A, Ltd. (the "Partnership") is a Colorado limited
partnership that was formed pursuant to the public offering of limited
partnership interests in the Cable TV Fund 12 Limited Partnership Program (the
"Program"), which was sponsored by Jones Intercable, Inc. (the "General
Partner"). Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund
12-D, Ltd. are the other partnerships that were formed pursuant to the Program.
The Partnership was formed for the purpose of acquiring and operating cable
television systems.

The Partnership does not currently own any cable television systems.
During 1998, the Partnership sold its cable television systems serving areas in
and around Fort Myers, Florida (the "Fort Myers System"), Lake County, Illinois
(the "Lake County System"), and Orland Park and Park Forest, Illinois (the
"Orland Park System"). The Fort Myers System, the Lake County System and the
Orland Park System may hereinafter collectively be referred to as the "Systems."
See Dispositions of Cable Television Systems below.

It is anticipated that Comcast Corporation ("Comcast") will acquire a
controlling interest in the General Partner during April 1999. As a result of
this transaction, it is expected that the current management of the General
Partner and a majority of the Board of Directors of the General Partner will be
replaced by Comcast.

Dispositions of Cable Television Systems

Fort Myers System. In July 1998, the Partnership sold the Fort Myers
-----------------
System to an unaffiliated cable television system operator for a sales price of
$110,000,000. From the proceeds, the Partnership paid a brokerage fee to The
Intercable Group, Ltd., a subsidiary of the General Partner ("The Intercable
Group"), totaling $2,750,000, representing 2.5 percent of the sales price, for
acting as a broker in this transaction, retained a portion of the proceeds for
working capital purposes and distributed the remaining net sale proceeds of
approximately $106,854,400 to its partners of record as of July 15, 1998, the
closing date of the sale of the Fort Myers System. Pursuant to the terms of the
Partnership's limited partnership agreement, from the net sale proceeds the
Partnership first returned to the limited partners the capital they initially
contributed to the Partnership ($52,000,000) and the remainder was allocated 75
percent to the limited partners ($41,140,800) and 25 percent to the General
Partner ($13,713,600). The limited partner distribution of $93,140,800, which
was made in August 1998, provided the Partnership's limited partners an
approximate return of $895 for each $500 limited partnership interest, or $1,790
for each $1,000 invested in the Partnership. Because the sale of the Fort Myers
System did not represent a sale of all or substantially all of the Partnership's
assets, no vote of the limited partners of the Partnership was required to
approve this sale.

Lake County and Orland Park Systems. In December 1998, the
-----------------------------------
Partnership sold the Lake County System and the Orland Park System to an
unaffiliated cable television system operator 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, paid a brokerage fee to The Intercable Group, 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

2
<PAGE>

$63,204,100 were distributed to the Partnership's partners of record as of
December 4, 1998, the closing date of the sale. Because the limited partners
already had received total distributions equal to the capital they initially
contributed to the Partnership, the net sale proceeds were allocated 75 percent
to the limited partners ($47,403,075) and 25 percent to the General Partner
($15,801,025). This distribution provided the Partnership's limited partners a
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 sale of the Fort Myers
System and the distribution from the sale of the Lake County System and the
Orland Park System, the Partnership's limited partners have received a total of
$1,351 for each $500 limited partnership interest, or $2,702 for each $1,000
invested in the Partnership.

The $2,604,000 of the sale proceeds placed in the interest-bearing
indemnity escrow account will remain in escrow 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 the buyer.
The Partnership's primary exposure, if any, relates 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, plus
interest earned on the escrowed funds, will be returned to the Partnership.
From this amount, the Partnership will pay any remaining liabilities and the
Partnership will then distribute the balance to the Partnership's partners. 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. 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 operating 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.

Because transferees of limited partnership interests following the
record date for the distribution of the proceeds from the sale of the Lake
County System and the Orland Park System (December 4, 1998) would not be
entitled to any distributions from the Partnership, a transfer of limited
partnership interests following such record date would have no economic value.
The General Partner therefore has determined that, pursuant to the authority
granted to it by the Partnership's limited partnership agreement, the General
Partner will approve no transfers of limited partnership interests after
December 4, 1998.

ITEM 2. PROPERTIES
-------------------

As of December 31, 1998, the Partnership did not own any cable television
systems.

ITEM 3. LEGAL PROCEEDINGS
--------------------------

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

The sale of the Lake County System and the Orland Park System was
subject to the approval of the holders of a majority of the limited partnership
interests of the Partnership. A vote of the limited partners was conducted by
the General Partner by mail in September and October 1998. Limited partners of
record as of the close of

3
<PAGE>

business on August 31, 1998 were entitled to notice of, and to participate in,
this vote of limited partners. Following are the results of the vote of the
limited partners:

<TABLE>
<CAPTION>
No. of Interests
Entitled to Vote Approved Against Abstained Did Not Vote
------------- -------- ---------- -------------
No. % No. % No. % No. %
------ ----- --- --- ---- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
104,000 71,321 68.6 448 .4 558 .5 31,673 30.5
</TABLE>

PART II.
--------

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
-------------------------------------------------
AND RELATED SECURITY HOLDER MATTERS
-----------------------------------

While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market will
develop in the future. During 1998, limited partners of the Partnership
conducted a "limited tender offer" for interests in the Partnership at a price
of $600 per interest. As of February 16, 1999, the number of equity security
holders in the Partnership was 6,928.

4
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------

For the Year Ended December 31,
------------------------------------------------------------------------
Cable TV Fund 12-A, Ltd. 1998 1997 1996 1995 1994
- ------------------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>

Revenues $ 29,603,007 $36,986,475 $34,485,280 $32,080,534 $29,378,010
Depreciation and Amortization 5,435,511 7,152,481 7,279,700 7,146,711 7,032,177
Operating Income 3,599,212 4,830,338 2,749,310 2,369,663 1,377,680
Net Income (Loss) 160,130,348 3,044,075 988,478 379,266 (492,539)
Net Income (Loss) per Limited
Partnership Unit 1,247.91 28.98 9.41 3.61 (4.69)
Weighted Average Number of Limited
Partnership Units Outstanding 104,000 104,000 104,000 104,000 104,000
General Partner's Capital (Deficit) 505,294 (328,014) (358,455) (368,340) (372,133)
Limited Partners' Capital 1,515,884 12,277,344 9,263,710 8,285,117 7,909,644
Total Assets 2,604,000 37,049,738 38,472,570 36,825,106 36,725,141
Debt - 23,272,240 27,179,908 26,736,382 26,402,399
General Partner Advances - - - 373,311 1,305,933

</TABLE>

5
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
-------------

CABLE TV FUND 12-A, LTD.
------------------------

The following discussion of the financial condition and results of
operations of Cable TV Fund 12-A, Ltd. (the "Partnership") contains, in addition
to historical information, forward-looking statements that are based upon
certain assumptions and are subject to a number of risks and uncertainties. The
Partnership's actual results may differ significantly from the results predicted
in such forward-looking statements.

FINANCIAL CONDITION
- -------------------

On December 4, 1998, the Partnership sold the Lake County System and the
Orland Park System to an unaffiliated cable television system operator for an
aggregate sales price of $86,000,000, subject to customary closing adjustments.
From the proceeds, the Partnership repaid all of its indebtedness, including
$19,912,500 borrowed under its term loan, paid a brokerage fee to The Intercable
Group, Ltd. ("The Intercable Group"), a subsidiary of Jones Intercable, Inc.
(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, deposited $2,604,000 into an indemnity escrow account and
distributed the remaining net sale proceeds of approximately $63,204,100 to its
partners of record as of the closing date of the sale of the Lake County System
and the Orland Park System. Pursuant to the terms of the Partnership's limited
partnership agreement, because the limited partners already had received a
return of their initial capital contributions, the net sale proceeds were
allocated 75 percent to the limited partners ($47,403,075) and 25 percent to the
General Partner ($15,801,025). The limited partner distribution of $47,403,075
provided 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.

The $2,604,000 of the sale proceeds placed in the interest-bearing
indemnity escrow account will remain in escrow from the closing date until
November 15, 1999 as security for the Partnership's agreement to indemnify the
buyer under 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 plus interest earned on the escrowed funds
will be returned to the Partnership. From this amount, the Partnership will pay
any remaining liabilities and it will then distribute the balance to the
Partnership's partners. 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. 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
operating 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.

On July 15, 1998, the Partnership sold the Fort Myers System to an
unaffiliated cable television system operator for a sales price of $110,000,000,
subject to customary closing adjustments. From the proceeds, the Partnership
paid a brokerage fee to The Intercable Group, totaling $2,750,000, representing
2.5 percent of the sales price, for acting as a broker in this transaction,
settled working capital adjustments and distributed the remaining net sale
proceeds of approximately $106,854,400 to its partners of record as of the
closing date of the sale of the Fort Myers System. Pursuant to the terms of the
Partnership's limited partnership agreement, from the net sale proceeds the
Partnership first returned to the limited partners the capital they initially
contributed to the Partnership ($52,000,000) and the remainder was allocated 75
percent to the limited partners ($41,140,800) and 25 percent to the General
Partner ($13,713,600). The limited partner distribution of $93,140,800, which
was made in August 1998, provided the Partnership's limited partners an
approximate return of $895 for each $500 limited partnership interest, or $1,790
for each $1,000 invested in the Partnership.

Taking into account the distribution from the sale of the Fort Myers System
and the distribution from the sales of the Lake County System and the Orland
Park System, the Partnership's limited partners have received a total of $1,351
for each $500 limited partnership interest, or $2,702 for each $1,000 invested
in the Partnership.

6
<PAGE>

Year 2000 Issue
- ---------------

The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00." This problem could
cause system failure or miscalculations causing disruptions of business
processes. Due to the sales of all of the Partnership's cable systems in 1998
and the planned liquidation and dissolution of the Partnership in 1999, the Year
2000 issue will not have a material effect on the Partnership.

RESULTS OF OPERATIONS
- ---------------------

Due to the Orland Park System and Lake County System sales on December 4,
1998, which were the Partnership's last remaining operating assets, a full
discussion of results of operations would not be comparable. For the year ended
December 31, 1998, the Partnership had total revenues of $29,603,007 and
generated operating income of $3,599,212. Because of the gain of $157,796,552 on
the sales of the Fort Myers System, the Orland Park System and the Lake County
System, the Partnership realized net income of $160,130,348, or $1,252.77 per
limited partnership unit, in 1998.

ITEM 8. FINANCIAL STATEMENTS
- -----------------------------

The audited financial statements of the Partnership for the year ended
December 31, 1998 follow.

7
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To the Partners of Cable TV Fund 12-A, Ltd.:

We have audited the accompanying balance sheets of CABLE TV FUND 12-A, LTD.
(a Colorado limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the General Partner's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 Cable TV Fund 12-A, Ltd. as
of December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 12, 1999.

8
<PAGE>

CABLE TV FUND 12-A, LTD.
------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------
<TABLE>
<CAPTION>

December 31,
--------------------------
ASSETS 1998 1997
------ ----------- ------------
<S> <C> <C>
CASH $ - $ 2,047,098

TRADE RECEIVABLES, less allowance for doubtful receivables of
$-0- and $47,572 at December 31, 1998 and 1997, respectively - 1,197,527

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost - 86,596,679
Less- accumulated depreciation - (54,740,733)
---------- ------------

- 31,855,946

Franchise costs and other intangible assets, net of accumulated
amortization of $-0- and $33,880,137 at December 31, 1998
and 1997, respectively - 1,277,970
---------- ------------

Total investment in cable television properties - 33,133,916

DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES 2,604,000 671,197
---------- ------------

Total assets $2,604,000 $ 37,049,738
========== ============

</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.

9
<PAGE>

CABLE TV FUND 12-A, LTD.
------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------
<TABLE>
<CAPTION>

December 31,
------------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1998 1997
- ------------------------------------------- ------------- ------------
<S> <C> <C>
LIABILITIES:
Debt $ - $ 23,272,240
Trade accounts payable and accrued liabilities 582,822 1,690,998
Subscriber prepayments - 137,170
------------- ------------

Total liabilities 582,822 25,100,408
------------- ------------

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Distributions (29,514,625) -
Accumulated earnings (deficit) 30,018,919 (329,014)
------------- ------------

505,294 (328,014)
------------- ------------

Limited Partners-
Net contributed capital (104,000 units outstanding at
December 31, 1998 and 1997) 44,619,655 44,619,655
Distributions (140,543,875) -
Accumulated earnings (deficit) 97,440,104 (32,342,311)
------------- ------------

1,515,884 12,277,344
------------- ------------

Total liabilities and partners' capital (deficit) $ 2,604,000 $ 37,049,738
============= ============

</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.

10
<PAGE>

CABLE TV FUND 12-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF OPERATIONS
------------------------

For the Year Ended December 31,
-------------------------------------------
1998 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
REVENUES $ 29,603,007 $36,986,475 $34,485,280

COSTS AND EXPENSES:
Operating expenses 17,285,682 21,035,811 20,473,736
Management fees and allocated overhead
from General Partner 3,282,602 3,967,845 3,982,534
Depreciation and amortization 5,435,511 7,152,481 7,279,700
------------ ----------- -----------

OPERATING INCOME 3,599,212 4,830,338 2,749,310
------------ ----------- -----------

OTHER INCOME (EXPENSE):
Interest expense (1,408,822) (1,765,957) (1,713,677)
Gain on sale of cable television systems 157,796,552 - -
Other, net 143,406 (20,306) (47,155)
------------ ----------- -----------

Total other income (expense), net 156,531,136 (1,786,263) (1,760,832)
------------ ----------- -----------

NET INCOME $160,130,348 $ 3,044,075 $ 988,478
============ =========== ===========

ALLOCATION OF NET INCOME:
General Partner $ 30,347,933 $ 30,441 $ 9,885
============ =========== ===========

Limited Partners $129,782,415 $ 3,013,634 $ 978,593
============ =========== ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT $ 1,247.91 $ 28.98 $ 9.41
============ =========== ===========

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 104,000 104,000 104,000
============ =========== ===========

</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

11
<PAGE>

CABLE TV FUND 12-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------

For the Year Ended December 31,
-------------------------------------------
1998 1997 1996
-------------- ------------ -----------
<S> <C> <C> <C>
GENERAL PARTNER:
Balance, beginning of year $ (328,014) $ (358,455) $ (368,340)
Distributions (29,514,625) - -
Net income for year 30,347,933 30,441 9,885
------------- ----------- ----------

Balance, end of year $ 505,294 $ (328,014) $ (358,455)
============= =========== ==========

LIMITED PARTNERS:
Balance, beginning of year $ 12,277,344 $ 9,263,710 $8,285,117
Distributions (140,543,875) - -
Net income for year 129,782,415 3,013,634 978,593
------------- ----------- ----------

Balance, end of year $ 1,515,884 $12,277,344 $9,263,710
============= =========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

12
<PAGE>

CABLE TV FUND 12-A, LTD.
------------------------
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
------------------------

For the Year Ended December 31,
--------------------------------------------
1998 1997 1996
-------------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 160,130,348 $ 3,044,075 $ 988,478
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 5,435,511 7,152,481 7,279,700
Gain on sale of cable television systems (157,796,552) - -
Decrease (increase) in trade receivables 1,197,527 (512,075) 228,945
Decrease (increase) in deposits, prepaid expenses and
deferred charges 497 (667,749) (107,492)
Decrease in General Partner advances - - (373,311)
Increase (decrease) in trade accounts payable and accrued
liabilities and subscriber prepayments (1,245,346) (559,239) 588,771
------------- ----------- -----------

Net cash provided by operating activities 7,721,985 8,457,493 8,605,091
------------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (4,924,343) (6,405,819) (6,321,698)
Proceeds from sale of cable television systems, net of escrow
and brokerage fees 188,496,000 - -
Franchise renewal costs (10,000) (131,550) -
------------- ----------- -----------

Net cash provided by (used in) investing activities 183,561,657 (6,537,369) (6,321,698)
------------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 130,619 237,422 2,260,619
Repayment of debt (23,402,859) (4,145,090) (1,817,093)
Distributions (170,058,500) - -
------------- ----------- -----------

Net cash provided by (used in) financing activities (193,330,740) (3,907,668) 443,526
------------- ----------- -----------

Increase (decrease) in cash (2,047,098) (1,987,544) 2,726,919

Cash, beginning of year 2,047,098 4,034,642 1,307,723
------------- ----------- -----------

Cash, end of year $ - $ 2,047,098 $ 4,034,642
============= =========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,539,441 $ 1,949,049 $ 1,746,102
============= =========== ===========

</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

13
<PAGE>

CABLE TV FUND 12-A, LTD.
------------------------
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
-----------------------------

(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------

Formation and Business
----------------------

Cable TV Fund 12-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on January 2, 1985, under a public program sponsored by
Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire,
construct, develop and operate cable television systems. The Partnership owned
and operated the cable television systems serving areas in and around Fort
Myers, Florida and Lake County, Orland Park and Park Forest, Illinois.
Intercable, a publicly held Colorado corporation, is the "General Partner" and
manages the Partnership. Intercable and its subsidiaries also own and operate
cable television systems. In addition, Intercable manages cable television
systems for other limited partnerships for which it is general partner.

Sales of Cable Television Systems
---------------------------------

14
<PAGE>

Contributed Capital
-------------------

The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contributions to partnership capital.

The General Partner purchased its interest in the Partnership by
contributing $1,000 to partnership capital.

All profits and losses of the Partnership are allocated 99 percent to the
limited partners and 1 percent to the General Partner, except for income or gain
from the sale or disposition of cable television properties, which will be
allocated to the partners based upon the formula set forth in the Partnership
Agreement, and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to the
limited partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Accounting Records
------------------

The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's tax returns are also prepared on the accrual basis.

The preparation of financial statements in conformity with generally
accepted accounting principles required the General Partner's management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Property, Plant and Equipment
-----------------------------

Depreciation of property, plant and equipment was provided primarily using
the straight-line method over the following estimated service lives:

Cable distribution system 5 - 15 years
Equipment and tools 5 - 7 years
Office furniture and equipment 3 - 5 years
Buildings 30 years
Vehicles 3 - 4 years

Replacements, renewals and improvements were capitalized and maintenance
and repairs were charged to expense as incurred.

Property, plant and equipment and the corresponding accumulated
depreciation were written off as certain assets became fully depreciated and
were no longer in service.

Intangible Assets
-----------------

Costs assigned to franchises were amortized using the straight-line method
over remaining estimated useful lives ranging from one to three years.

Revenue Recognition
-------------------

Subscriber prepayments were initially deferred and recognized as revenue
when earned.

15
<PAGE>

(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------

Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------

Intercable managed the Partnership and received a fee for its services
equal to 5 percent of the gross revenues of the Partnership, excluding revenues
from the sale of cable television systems or franchises. Management fees for
the years ended December 31, 1998, 1997 and 1996 were $1,480,150, $1,849,324 and
$1,724,264, respectively. Intercable has not received and will not receive a
management fee after December 4, 1998.

The Partnership reimbursed Intercable for certain allocated overhead and
administrative expenses. These expenses represented the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
facilities costs. Such personnel provided engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership. Such services, and their related costs, were necessary to the
operation of the Partnership and would have been incurred by the Partnership if
it was a stand alone entity. Allocations of personnel costs were based
primarily on actual time spent by employees of Intercable with respect to each
partnership managed. Remaining expenses were allocated based on the pro rata
relationship of the Partnership's revenues to the total revenues of all systems
owned or managed by Intercable and certain of its subsidiaries. Systems owned
by Intercable and all other systems owned by partnerships for which Intercable
is the general partner were also allocated a proportionate share of these
expenses. Intercable believed that the methodology used in allocating overhead
and administrative expenses was reasonable. Reimbursements by the Partnership
to Intercable for allocated overhead and administrative expenses were
$1,802,452, $2,118,521 and $2,258,270 in 1998, 1997 and 1996, respectively. The
Partnership will continue to reimburse Intercable for actual time spent on
Partnership business by employees of Intercable until the Partnership is
liquidated and dissolved, but the Partnership will not bear a revenue-based
allocation of overhead and administrative expenses beyond December 4, 1998.

The Partnership was charged interest during 1998 at an average interest
rate of 7.05 percent on the amounts due Intercable, which approximated
Intercable's weighted average cost of borrowing. Total interest charged to the
Partnership by Intercable was $8,484, $10,621 and $15,139 for the years ended
December 31, 1998, 1997 and 1996, respectively.

Payments to/from Affiliates for Programming Services
----------------------------------------------------

The Partnership has received programming from Superaudio, Knowledge TV,
Inc., Jones Computer Network, Ltd., Great American Country, Inc. and Product
Information Network, all of which are affiliates of Intercable.

Payments to Superaudio totaled $51,538, $56,338 and $51,583 in 1998, 1997
and 1996, respectively. Payments to Knowledge TV, Inc. totaled $53,628, $62,670
and $55,632 in 1998, 1997 and 1996, respectively. Payments to Jones Computer
Network, Ltd., whose service was discontinued in April 1997, totaled $42,153 and
$58,889 in 1997 and 1996, respectively. Payments to Great American Country,
Inc. totaled $53,628, $66,264 and $34,642 in 1998, 1997 and 1996, respectively.

The Partnership received a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers. Product
Information Network paid commissions to the Partnership totaling $64,420,
$99,103 and $60,794 in 1998, 1997 and 1996, respectively.

16
<PAGE>

(4) PROPERTY, PLANT AND EQUIPMENT
-----------------------------

Property, plant and equipment as of December 31, 1998 and 1997, consisted
of the following:

December 31,
---------------------------
1998 1997
------------ ------------

Cable distribution system $ - $ 79,051,311
Equipment and tools - 2,706,890
Office furniture and equipment - 1,697,992
Buildings - 1,627,424
Vehicles - 1,088,568
Land - 424,494
------------ ------------

- 86,596,679

Less: accumulated depreciation - (54,740,733)
------------ ------------

$ - $ 31,855,946
============ ============

(5) DEBT
----

Debt consisted of the following:

December 31,
---------------------------
1998 1997
------------ ------------
Lending institutions-
Term loan $ - $ 22,950,000

Capital lease obligations - 322,240
------------ ------------

$ - $ 23,272,240
============ ============

All outstanding debt, including the term loan outstanding balance of
$19,912,500, was repaid upon the sales of the Orland Park System and the Lake
County System at December 4, 1998. Generally, interest payable on the then-
outstanding balance was at the Partnership's option of Prime or a fixed rate
defined as the London Interbank Offered Rate plus 1 percent. The effective
interest rate on outstanding obligations as of December 31, 1997 was 6.88
percent.

At December 31, 1997, the carrying amount of the Partnership's long-term
debt did not differ significantly from the estimated fair value of the financial
instruments. The fair value of the Partnership's long-term debt is estimated
based on the discounted amount of future debt service payments using rates of
borrowing for a liability of similar risk.

(6) INCOME TAXES
------------

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Partnership are prepared and filed by Intercable.

The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable partnership income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's recorded income
or loss, the tax liability of the general and limited partners would likely be
changed accordingly.

Taxable income (loss) reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
recognized under generally accepted accounting principles and the expense
allowed for tax purposes under the Modified Accelerated Cost Recovery System
(MACRS). There are no other significant differences between taxable income
(loss) and the net income reported in the statements of operations.

17
<PAGE>

(7) COMMITMENTS AND CONTINGENCIES
-----------------------------

The Partnership rented office and other facilities under various long-term
operating lease arrangements. Rent paid under such lease arrangements totaled
$70,242, $109,260 and $83,191, respectively, for the years ended December 31,
1998, 1997 and 1996.

The $2,604,000 of the sale proceeds placed in the interest-bearing
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. 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 plus interest earned on the escrowed funds
will be returned to the Partnership. From this amount, the Partnership will pay
any remaining liabilities and it will then distribute the balance to the
Partnership's partners. 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 operating 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.

(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------

Supplementary profit and loss information is presented below:

For the Year Ended December 31,
------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Maintenance and repairs $ 200,915 $ 327,787 $ 311,696
========== ========== ==========

Taxes, other than income and payroll taxes $ 340,306 $ 453,498 $ 502,687
========== ========== ==========

Advertising $ 284,397 $ 390,116 $ 448,330
========== ========== ==========

Depreciation of property, plant and equipment $5,095,270 $6,569,840 $6,516,632
========== ========== ==========

Amortization of intangible assets $ 340,241 $ 582,641 $ 763,068
========== ========== ==========
</TABLE>

18
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------

None.

PART III.
---------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the General
Partner is set forth below. Directors of the General Partner serve until the
next annual meeting of the General Partner and until their successors shall be
elected and qualified.

<TABLE>
<S> <C> <C>
Glenn R. Jones 69 Chairman of the Board and Chief Executive Officer
James B. O'Brien 49 President and Director
Ruth E. Warren 49 Group Vice President/Operations
Kevin P. Coyle 47 Group Vice President/Finance
Cynthia A. Winning 47 Group Vice President/Marketing
Elizabeth M. Steele 47 Vice President/General Counsel/Secretary
Wayne H. Davis 45 Vice President/Engineering
Larry W. Kaschinske 39 Vice President/Controller
Robert E. Cole 66 Director
William E. Frenzel 70 Director
Josef J. Fridman 53 Director
Donald L. Jacobs 60 Director
Robert Kearney 62 Director
James J. Krejci 57 Director
Raphael M. Solot 65 Director
Howard O. Thrall 51 Director
Siim A. Vanaselja 42 Director
Sanford Zisman 59 Director
Robert B. Zoellick 45 Director
</TABLE>

Mr. Glenn R. Jones has served as Chairman of the Board of Directors and Chief
Executive Officer of the General Partner since its formation in 1970, and he was
President from June 1984 until April 1988. Mr. Jones is the sole shareholder,
President and Chairman of the Board of Directors of Jones International, Ltd.
He is also Chairman of the Board of Directors of the subsidiaries of the General
Partner and of certain other affiliates of the General Partner. Mr. Jones has
been involved in the cable television business in various capacities since 1961,
and he is a member of the Board of Directors and of the Executive Committee of
the National Cable Television Association. In addition, Mr. Jones is a member
of the Board and Education Council of the National Alliance of Business. Mr.
Jones is also a founding member of the James Madison Council of the Library of
Congress. Mr. Jones has been the recipient of several awards including: the
Grand Tam Award in 1989, the highest award from the Cable Television
Administration and Marketing Society; the President's Award from the Cable
Television Public Affairs Association in recognition of Jones International's
educational efforts through Mind Extension University (now Knowledge TV); the
Donald G. McGannon Award for the advancement of minorities and women in cable
from the United Church of Christ Office of Communications; the STAR Award from
American Women in Radio and Television, Inc. for exhibition of a commitment to
the issues and concerns of women in television and radio; the Cableforce 2000
Accolade awarded by Women in Cable in recognition of the General Partner's
innovative employee programs; the Most Outstanding Corporate Individual
Achievement Award from the International Distance Learning Conference for his
contributions to distance education; the Golden Plate Award from the American
Academy of Achievement for his advances in distance education; the Man of the
Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.

19
<PAGE>

Mr. James B. O'Brien, the General Partner's President, joined the General
Partner in January 1982. Prior to being elected President and a director of the
General Partner in December 1989, Mr. O'Brien served as a division manager,
director of operations planning/assistant to the CEO, Fund Vice President and
Group Vice President/Operations. Mr. O'Brien was appointed to the General
Partner's Executive Committee in August 1993. As President, he is responsible
for the day-to-day operations of the cable television systems managed and owned
by the General Partner. Mr. O'Brien is a board member of Cable Labs, Inc., the
research arm of the U.S. cable television industry. He also serves as Chairman
of the Board of Directors of CTAM: The Marketing Society for the Cable
Telecommunications Industry and as an executive director of the Walter Kaitz
Foundation, a foundation that places people of ethnic minority groups in
positions with cable television systems, networks and vendor companies. Mr.
O'Brien's numerous industry recognitions include a CTAM Tami Award for marketing
excellence, a Women In Cable and Telecommunications Accolade Award recognizing
his leadership efforts on behalf of women in the telecommunications industry,
The President's Award for Leadership from the Illinois Cable and
Telecommunications Association and a Lifetime Achievement Award from The
National Association of Minorities in Communications. Additionally, Mr. O'Brien
is a member of The Society of UK Cable Pioneers.

Ms. Ruth E. Warren joined the General Partner in August 1980 and has served in
various operational capacities, including system marketing manager, director of
marketing, assistant division manager, regional vice president and Fund Vice
President, since then. Ms. Warren was elected Group Vice President/Operations
of the General Partner in September 1990. Ms. Warren is a past president of
Women in Cable & Telecommunications and past Chairman of the Women in Cable
Foundation. She serves as the Vice Chair of Five Points Media Center Board and
on the Corporate Advisory Board of Planned Parenthood of the Rocky Mountains and
the Advisory Board for Girls Count. In 1995, Ms. Warren received the Corporate
Business Woman of the Year Award from the Colorado Women's Chamber of Commerce,
and in 1998 Ms. Warren received the Vanguard Award for Distinguished Leadership
from the National Cable Television Association.

Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services. In September 1985, he was appointed Senior Vice
President/Financial Services. He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990. From 1978 to
1981 Mr. Coyle was employed by American Television and Communications (now Time
Warner Cable), and from 1974 to 1978 he was an associate at Haskins & Sells (now
Deloitte & Touche LLP).

Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994. Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company. From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains. From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable.

Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice
President/General Counsel and Secretary. From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.

Mr. Wayne H. Davis joined the General Partner in August 1983 and has served in
various technical operations positions, including System Engineering Manager,
Fund Engineering Manager, Senior Director/Technical Operations, and Vice
President/Technical Operations since then. Mr. Davis was elected Vice
President/Engineering in June 1998. He is past Vice President of the Upstate
New York Chapter of the Society of Cable Telecommunications Engineers. Mr.
Davis has received certification from the Society of Cable Telecommunications
Engineers, Broadband Cable Telecommunications Engineering Program and the
National Cable Television Institute's Technology Program.

20
<PAGE>

Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.

Mr. Robert E. Cole was appointed a director of the General Partner in March
1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar
Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of
PMI Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property. Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.

Mr. William E. Frenzel was appointed a director of the General Partner in
April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the Brookings
Institution, a research organization located in Washington D.C. Until his
retirement in January 1991, Mr. Frenzel served for twenty years in the United
States House of Representatives, representing the State of Minnesota, where he
was a member of the House Ways and Means Committee and its Trade Subcommittee,
the Congressional Representative to the General Agreement on Tariffs and Trade
(GATT), the Ranking Minority Member on the House Budget Committee and a member
of the National Economic Commission. Mr. Frenzel also served in the Minnesota
Legislature for eight years. He is Vice Chairman of the Eurasia Foundation, a
Board Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual
Funds, Logistics Management Institute and Chairman of the Japan-America Society
of Washington.

Mr. Josef J. Fridman was appointed a director of the General Partner in
February 1998. Mr. Fridman is currently Chief Legal Officer of Bell Canada and
of BCE Inc., Canada's largest telecommunications company. Mr. Fridman joined
Bell Canada, a wholly owned subsidiary of BCE Inc., in 1969, and has held
increasingly senior positions with Bell Canada and BCE Inc. since such time.
Mr. Fridman has held his current position since March 1998. Mr. Fridman's
directorships include Alouette Telecommunications Inc., Telesat Canada, TMI
Communications, Inc., Telebec Itee, BCI Telecom Holding Inc. and BCE Corporate
Services Inc. He is a member of the Quebec Bar Association, the Canadian,
American and International Bar Associations and the Lord Reading Law Society.
Mr. Fridman is a governor of the Quebec Bar Foundation.

Mr. Donald L. Jacobs was appointed a director of the General Partner in
April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW.
During his career, Mr. Jacobs served on several corporate, professional and
civic boards.

Mr. Robert Kearney was appointed a director and a member of the Executive
Committee of the General Partner in July 1997. Mr. Kearney is a retired
executive officer of Bell Canada. Prior to his retirement in December 1993, Mr.
Kearney was the President and Chief Executive Officer of Bell Canada. He served
as Chairman of BCE Canadian Telecom Group in 1994 and as Deputy Chairman of BCI
Management Limited in 1995. He currently serves as a Director of MPACT, a
Canadian electronic commerce company. During his career, Mr. Kearney served in
a variety of capacities in the Canadian, American and International Standards
organizations, and he has served on several corporate, professional and civic
boards.

Mr. James J. Krejci is President and CEO of Comtect International, Inc., a
company in the specialized mobile radio services business, headquartered in
Denver, Colorado. Prior to joining Comtec International, Inc. in February 1998,
Mr. Krejci was President and CEO of Imagelink Technologies, Inc., headquartered
in Boulder, Colorado, from June 1996 to February 1998, and prior to that, he was
President of the International Division of International Gaming Technology, the
world's largest gaming equipment manufacturer, with headquarters in

21
<PAGE>

Reno, Nevada from May 1994 to February 1995. Prior to joining IGT, Mr. Krejci
was Group Vice President of Jones International, Ltd. and was Group Vice
President of the General Partner. He also served as an officer of subsidiaries
of Jones International, Ltd. until leaving the General Partner in May 1994. Mr.
Krejci has been a director of the General Partner since August 1987.

Mr. Raphael M. Solot was appointed a director of the General Partner in
March 1996 and he was elected Vice Chairman of the Board of Directors in
November 1997. Mr. Solot is an attorney and has practiced law for 34 years with
an emphasis on franchise, corporate and partnership law and complex litigation.

Mr. Howard O. Thrall was appointed a director of the General Partner in
March 1996. Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994. Mr. Thrall is a management and
international marketing consultant, having active assignments with First
National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero
Investment Alliance, Inc. and Western Real Estate Partners, among others. From
September 1993 through July 1996, Mr. Thrall served as Vice President of Sales,
Asian Region, for World Airways, Inc. headquartered at the Washington Dulles
International Airport. From 1984 until August 1993, Mr. Thrall was with the
McDonnell Douglas Corporation, where he concluded as a Regional Vice President,
Commercial Marketing with the Douglas Aircraft Company subsidiary.

Mr. Siim A. Vanaselja was appointed a director of the General Partner in
August 1996. He is the Chief Financial Officer of BCI Telecom Holding Inc. Mr.
Vanaselja joined BCE Inc., Canada's largest telecommunications company, in
February 1994 as Assistant Vice-President, International Taxation. In June
1994, he was appointed Assistant Vice-President and Director of Taxation, and in
February 1995, Mr. Vanaselja was appointed Vice-President, Taxation. On August
1, 1996, Mr. Vanaselja was appointed the Executive Vice President and Chief
Financial Officer of Bell Canada International Inc., a subsidiary of BCE Inc.
Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a partner in
the Toronto office of KPMG Peat Marwick Thorne. Mr. Vanaselja has been a member
of the Institute of Chartered Accountants of Ontario since 1982 and is a member
of the Canadian Tax Foundation, the Tax Executives Institute and the
International Fiscal Association.

Mr. Sanford Zisman was appointed a director of the General Partner in June
1996. Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C. of
Denver, Colorado and he has practiced law for 33 years, specializing in the
areas of tax, business and estate planning and probate administration. Mr.
Zisman was a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, from 1991 to 1997, serving at various times as
Chairman of the Board, Chairman of the Finance Committee and Chairman of the
Strategic Planning Committee. Since 1982, he has also served on the Board of
Directors of Maxim Series Fund, Inc., a subsidiary of Great-West Life Assurance
Company.

Mr. Robert B. Zoellick was appointed a director of the General Partner in
April 1995. Mr. Zoellick is the President and CEO of the Center for Strategic
and International Studies (CSIS), an independent, non-profit policy institution
with a staff of 180 people and a $17 million budget. He was the John M. Olin
Professor at the U.S. Naval Academy for the 1997-1998 term. From 1993 through
1997, he was Executive Vice President at Fannie Mae, a federally chartered and
stockholder-owned corporation that is the largest housing finance investor in
the United States. From August 1992 to January 1993, Mr. Zoellick served as
Deputy Chief of Staff of the White House and Assistant to the President. From
May 1991 to August 1992, Mr. Zoellick served concurrently as the Under Secretary
of State for Economic and Agricultural Affairs and as Counselor of the
Department of State, a post he assumed in March 1989. From 1985 to 1988, Mr.
Zoellick served at the Department of Treasury in a number of capacities,
including Counselor to the Secretary. Mr. Zoellick currently serves on the
boards of Alliance Capital and Said Holdings and the Advisory Council of Enron
Corp.

22
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION
--------------------------------

The Partnership has no employees; however, various personnel were required
to operate the systems. Such personnel were employed by the General Partner
and, pursuant to the terms of the limited partnership agreement of the
Partnership, the cost of such employment was charged by the General Partner to
the Partnership as a direct reimbursement item. See Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------

As of February 16, 1999, no person or entity owned more than 5 percent of
the limited partnership interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

Prior to selling the Partnership's Fort Myers, Lake County and Orland Park
Systems, the Partnership engaged in certain transactions with the General
Partner and certain of its affiliates. The General Partner believes that the
terms of such transactions were generally as favorable as could be obtained by
the Partnership from unaffiliated parties. This determination has been made by
the General Partner in good faith, but none of the terms were negotiated at
arm's-length and there can be no assurance that the terms of such transactions
have been as favorable as those that could have been obtained by the Partnership
from unaffiliated parties. In the future, the General Partner does not
anticipate engaging in such transactions.

Transactions with the General Partner

The General Partner manages the Partnership and, until December 4, 1998,
the date of the sale of the Partnership's last remaining cable television
systems, the General Partner received a fee for its services equal to 5 percent
of the gross revenues of the Partnership, excluding revenues from the sale of
cable television systems or franchises. The General Partner will not receive a
management fee after December 4, 1998.

The Partnership reimbursed the General Partner for certain allocated
overhead and administrative expenses. These expenses represented the salaries
and benefits paid to corporate personnel, rent, data processing services and
other corporate facilities costs. Such personnel provided engineering,
marketing, administrative, accounting, legal and investor relations services to
the Partnership. Allocations of personnel costs were based primarily on actual
time spent by employees of the General Partner with respect to each partnership
managed. Remaining expenses were allocated based on the pro rata relationship
of the Partnership's revenues to the total revenues of all systems owned or
managed by the General Partner and certain of its subsidiaries. Systems owned
by the General Partner and all other systems owned by partnerships for which
Jones Intercable, Inc. is the general partner were also allocated a
proportionate share of these expenses. The Partnership will continue to
reimburse the General Partner for actual time spent on Partnership business by
employees of the General Partner until the Partnership is liquidated and
dissolved, but the Partnership will not bear a revenue-based allocation of
overhead and administrative expenses beyond December 4, 1998.

The General Partner has from time to time advanced funds to the Partnership
and charged interest on the balance payable. The interest rate charged
approximated the General Partner's weighted average cost of borrowing.

Transactions with Jones International, Ltd. and Certain of its Affiliates

Jones International, Ltd. ("International"), a company owned by Glenn R.
Jones, and certain of its subsidiaries, provided various services to the
Partnership, including affiliation agreements for the distribution of
programming owned by affiliated companies on cable television systems owned by
the Partnership, as described below.

23
<PAGE>

Knowledge TV, Inc., a company jointly owned by Mr. Jones, affiliates of
International, the General Partner and BCI Telecom Holdings Inc., a principal
shareholder of the General Partner, operates the television network Knowledge
TV. Knowledge TV provides programming related to computers and technology;
business, careers and finance; health and wellness; and global culture and
languages. Knowledge TV, Inc. provided its programming to the cable television
systems owned by the Partnership, until they were sold in 1998.

The Great American Country network provided country music video programming
to the cable television systems owned by the Partnership, until they were sold
in 1998. This network is owned and operated by Great American Country, Inc., a
subsidiary of Jones International Networks, Ltd., an affiliate of the General
Partner.

Jones Galactic Radio, Inc. is a subsidiary of Jones International Networks,
Ltd., an affiliate of International. Superaudio, a joint venture between Jones
Galactic Radio, Inc. and an unaffiliated entity, provided audio programming to
the cable television systems owned by the Partnership.

The Product Information Network Venture (the "PIN Venture") is a venture
among a subsidiary of Jones International Networks, Ltd., an affiliate of
International, and two unaffiliated cable system operators. The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials." The PIN
Venture generally makes incentive payments of approximately 60 percent of its
net advertising revenue to the cable systems that carry its programming. Until
they were sold in 1998, the Partnership's systems carried PIN for all or part of
each day. Revenues received by the Partnership from the PIN Venture relating to
the cable television systems owned by the Partnership totaled approximately
$64,420 for the year ended December 31, 1998.

The charges to the Partnership for related party transactions are as
follows for the periods indicated:

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------------------------------------------
1998 1997 1996
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
Management fees $1,480,150 $1,849,324 $1,724,624
Allocation of expenses 1,802,452 2,118,521 2,258,270
Interest expense 8,484 10,621 15,139
Amount of advances outstanding 0 0 0
Highest amount of advances outstanding 32,564 90,176 27,647
Programming fees:
Knowledge TV, Inc. 53,628 62,670 55,632
Great American Country 53,628 66,264 34,642
Superaudio 51,538 56,338 51,583
</TABLE>

24
<PAGE>

PART IV.
--------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

<TABLE>
<CAPTION>
<C> <S>
(a)1. See index to financial statements for list of financial
statements and exhibits thereto filed as a part of this report.

3. The following exhibits are filed herewith:

4.1 Limited Partnership Agreement of Cable TV Fund 12-A. (1)

10.1 Purchase and Sale Agreement dated March 1998, among Cable TV
Fund 12-A, Ltd., Jones Intercable, Inc. and Olympus
Communications, L.P. (2)

10.2 Asset Purchase Agreement dated July 10, 1998, between Cable TV
Fund 12-A, Ltd. and TCI Communications, Inc. (3)

27 Financial Data Schedule
__________
(1) Incorporated by reference from Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1985 (Commission File No.
0-13193).

(2) Incorporated by reference from Registrant's Report on Form 10-K
for the fiscal year ended December 31, 1997 (Commission File No.
0-13193).

(3) Incorporated by reference from Registrant's Preliminary Proxy
Statement on Schedule 14A filed on August 7, 1998 (Commission
File No. 0-13193).

(b) Reports on Form 8-K.

None.
</TABLE>

25
<PAGE>

SIGNATURES

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

CABLE TV FUND 12-A, LTD.
a Colorado limited partnership
By: Jones Intercable, Inc.

By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 24, 1999 Executive Officer

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

By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 24, 1999 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: March 24, 1999 (Principal Financial Officer)

By: /s/ Larry Kaschinske
--------------------
Larry Kaschinske
Vice President/Controller
Dated: March 24, 1999 (Principal Accounting Officer)

By: /s/ James B. O'Brien
--------------------
James B. O'Brien
Dated: March 24, 1999 President and Director

By: /s/ Robert E. Cole
------------------
Robert E. Cole
Dated: March 24, 1999 Director

By: /s/ William E. Frenzel
----------------------
William E. Frenzel
Dated: March 24, 1999 Director

26
<PAGE>

By: /s/ Josef J. Fridman
--------------------
Josef J. Fridman
Dated: March 24, 1999 Director

By:
--------------------
Donald L. Jacobs
Dated: March 24, 1999 Director

By: /s/ Robert Kearney
------------------
Robert Kearney
Dated: March 24, 1999 Director

By: /s/ James J. Krejci
-------------------
James J. Krejci
Dated: March 24, 1999 Director

By: /s/ Raphael M. Solot
--------------------
Raphael M. Solot
Dated: March 24, 1999 Director

By: /s/ Howard O. Thrall
--------------------
Howard O. Thrall
Dated: March 24, 1999 Director

By: /s/ Siim A. Vanaselja
---------------------
Siim A. Vanaselja
Dated: March 24, 1999 Director

By: /s/ Sanford Zisman
------------------
Sanford Zisman
Dated: March 24, 1999 Director

By: /s/ Robert B. Zoellick
----------------------
Robert B. Zoellick
Dated: March 24, 1999 Director

<PAGE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,604,000
<CURRENT-LIABILITIES> 582,822
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,021,178
<TOTAL-LIABILITY-AND-EQUITY> 2,604,000
<SALES> 0
<TOTAL-REVENUES> 29,603,007
<CGS> 0
<TOTAL-COSTS> 26,003,795
<OTHER-EXPENSES> (157,939,958)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,408,822
<INCOME-PRETAX> 160,130,348
<INCOME-TAX> 0
<INCOME-CONTINUING> 160,130,348
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 160,130,348
<EPS-PRIMARY> 1,247.91
<EPS-DILUTED> 1,247.91

</TABLE>