<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1999.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from_____________ to ____________ .
Commission File Number: 0-13807
CABLE TV FUND 12-B, LTD.
- -------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-0969999
- --------------------- ----------------------
State of organization I.R.S. employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
-----------------------------------------------
Address of principal executive office
(215) 665-1700
----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
- ------- -------
<PAGE>
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1999 1998
------ ------------ ------------
<S> <C> <C>
Distribution receivable $ -- $ 6,134,324
Investment in cable television joint venture 206,224 223,270
------------ ------------
Total assets $ 206,224 $ 6,357,594
============ ============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Accrued distributions $ -- $ 6,134,324
Accounts payable 11,235 --
------------ ------------
Total liabilities 11,235 6,134,324
------------ ------------
PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (19,696,268) (19,696,268)
Accumulated earnings 19,750,803 19,751,086
------------ ------------
55,535 55,818
------------ ------------
Limited Partners-
Net contributed capital (111,035 units outstanding at
September 30, 1999 and December 31, 1998) 47,645,060 47,645,060
Distributions (114,620,017) (114,620,017)
Accumulated earnings 67,114,411 67,142,409
------------ ------------
139,454 167,452
------------ ------------
Total liabilities and partners' capital $ 206,224 $ 6,357,594
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
<PAGE>
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
<S> <C> <C> <C> <C>
1999 1998 1999 1998
---------- --------- ---------- -----------
OTHER EXPENSE $ (4,040) $ -- $ (11,235) $ (55,348)
EQUITY IN NET INCOME (LOSS) OF CABLE
TELEVISION JOINT VENTURE $ (5,529) $(120,185) $ (17,046) $13,189,663
---------- --------- ---------- -----------
NET INCOME (LOSS) $ (9,569) $(120,185) $ (28,281) $13,134,315
========== ========= ========== ===========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ (96) $ (1,202) $ (283) $ 3,387,513
========== ========= ========== ===========
Limited Partners $ (9,473) $(118,983) $ (27,998) $ 9,746,802
========== ========= ========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (.08) $ (1.05) $ (.25) $ 87.78
========== ========= ========== ===========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 111,035 111,035 111,035 111,035
========== ========= ========== ===========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
3
<PAGE>
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
---------------------------------
<S> <C> <C>
1999 1998
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (28,281) $ 13,134,315
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Equity in net (income) loss of cable television
joint venture 17,046 (13,189,663)
Increase in accounts payable 11,235 --
------------ ------------
Net cash used in operating activities -- (55,348)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distribution from cable television venture -- 11,474,475
Decrease in distribution receivable
from joint venture 6,134,324 --
------------ ------------
Net cash provided by investing activities 6,134,324 11,474,475
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to limited partners -- (8,605,856)
Distribution to General Partner -- (2,868,619)
Decrease in accrued distribution
to limited partners (6,134,324) --
------------ ------------
Net cash used in financing activities (6,134,324) (11,474,475)
------------ ------------
Decrease in cash -- (55,348)
Cash, beginning of period -- 55,348
------------ ------------
Cash, end of period $ -- $ --
============ ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ -- $ --
============ ============
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
<PAGE>
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 12-B, Ltd.
(the "Partnership") at September 30, 1999 and December 31, 1998 and its
Statements of Operations for the three and nine month periods ended September
30, 1999 and 1998 and its Statements of Cash Flows for the nine month periods
ended September 30, 1999 and 1998.
The Partnership owns no properties directly. The Partnership owns a 9
percent interest in Cable TV Fund 12-BCD Venture (the "Venture"). The Venture
owned and operated the cable television systems serving certain areas in and
around Tampa, Florida (the "Tampa System") until its sale on February 28, 1996,
Albuquerque, New Mexico (the "Albuquerque System") until its sale on June 30,
1998 and Palmdale, California (the "Palmdale System") until its sale on December
31, 1998. Jones Intercable, Inc., a publicly held Colorado corporation, is the
"General Partner" and manages the Venture.
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in the General Partner for aggregate
consideration of $706.3 million. Comcast acquired an additional 1.0 million
shares of the General Partner's Class A Common Stock on June 29, 1999 for $50.0
million in a private transaction. Upon completion of these transactions, Comcast
owns approximately 13.8 million shares of the General Partner's Class A Common
Stock and approximately 2.9 million shares of the General Partner's Common
Stock, representing 39.6% of the economic interest and 48.3% of the voting
interest in the General Partner. Comcast has contributed its shares in the
General Partner to its wholly owned subsidiary, Comcast Cable Communications,
Inc. ("Comcast Cable"). The approximately 2.9 million shares of Common Stock
owned by Comcast Cable represent shares having the right to elect approximately
75% of the Board of Directors of the General Partner. The General Partner is now
a consolidated public company subsidiary of Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in the
General Partner on April 7, 1999, all of the persons who were executive officers
of the General Partner as of that date terminated their employment with the
General Partner. The General Partner's Board of Directors has elected new
executive officers, each of whom also is an officer of Comcast. As of July 7,
1999, all persons who were employed at the General Partner's former corporate
offices in Englewood, Colorado had terminated their employment with the General
Partner. The General Partner's corporate offices are now located at 1500 Market
Street, Philadelphia, Pennsylvania 19102-2148.
(2) On December 31, 1998, the Venture sold the Palmdale System to a
subsidiary of the General Partner for a sales price of $138,205,200. The Venture
repaid all of its remaining indebtedness, retained $2,500,000 of the sale
proceeds for a reserve for the administrative expenses of the Partnership,
including expenses that the Venture and its constituent partnerships may incur
related to pending litigation, settled working capital adjustments and
distributed the remaining sale proceeds of $89,101,000 to the three constituent
partnerships of the Venture in proportion to their ownership interests in the
Venture. The Partnership received $8,179,098, or 9 percent, of the $89,101,000
distribution, which the Partnership distributed in December 1998 and January
1999 to its partners of record as of December 31, 1998. Because the limited
partners had already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, the
Partnership's portion of the net proceeds from the Palmdale System's sale were
distributed 75 percent to the limited partners and 25 percent to the General
Partner. The limited partners of the Partnership, as a group, received
$6,134,324 and the General Partner received $2,044,774. The limited partners'
distribution represented $55 for each $500 limited partnership interest, or $110
for each $1,000 invested in the Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $1,032 for each $500 limited
partnership interest, or $2,064 for each $1,000 invested in the Partnership.
5
<PAGE>
Although the sale of the Palmdale System represented the sale of the only
remaining operating asset of the Venture, the Venture and the Partnership will
not be dissolved until after all pending litigation relating to the Venture and
the Partnership has been resolved and terminated. (See Part II, Item 1).
(3) The General Partner manages the Partnership and the Venture and received
a fee for its services equal to 5 percent of the gross revenues of the Venture,
excluding revenues from the sale of cable television systems or franchises. The
General Partner has not received and will not receive a management fee after
December 31, 1998. Management fees paid by the Venture to the General Partner
during the three and nine month periods ended September 30, 1998 attributable to
the Partnership's 9 percent interest in the Venture were $37,200 and $234,933,
respectively.
The Venture will continue to reimburse the General Partner for certain
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel. Such personnel provide administrative,
accounting, tax, legal and investor relations services to the Venture and its
constituent partnerships. Such services, and their related costs, are necessary
to the administration of the Venture and its constituent partnerships. Such
costs were charged to operating costs during the periods that the Venture
operated its cable telvision systems. Subsequent to the sale of the Venture's
final cable television system, such costs were charged to other expense.
Reimbursements made to the General Partner by the Venture for overhead and
administrative expenses during the three and nine month periods ended September
30, 1999 attributable to the Partnership's 9 percent interest in the Venture
were $3,035 and $5,735, respectively, compared to $42,394 and $270,178,
respectively, for the comparable 1998 periods.
(4) Summarized financial information regarding the Venture is presented
below.
<TABLE>
<CAPTION>
UNAUDITED BALANCE SHEETS
------------------------
<S> <C> <C>
ASSETS September 30, 1999 December 31, 1998
------ ------------------ -----------------
Cash $ 2,285,517 $ 69,325,751
------------ ------------
Total assets $ 2,285,517 $ 69,325,751
============ ============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Payables and accrued liabilities $ 38,958 $ 66,893,502
Partners' contributed capital 135,490,944 135,490,944
Accumulated earnings 135,856,615 136,042,305
Distributions (269,101,000) (269,101,000)
------------ ------------
Total liabilities and partners' capital $ 2,285,517 $ 69,325,751
============ ============
</TABLE>
</PAGE>
6
<PAGE>
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
<S> <C> <C> <C> <C>
1999 1998 1999 1998
---------- ----------- ----------- ------------
Revenues $ -- $ 8,104,593 $ -- $ 51,183,646
Operating expenses -- 4,201,391 -- 27,868,922
Management fees and allocated overhead -- 867,031 -- 5,502,293
Depreciation and amortization -- 1,904,309 -- 13,929,257
---------- ----------- ----------- ------------
Operating income -- 1,131,862 -- 3,883,174
---------- ----------- ----------- ------------
Interest expense -- (898,545) -- (6,314,501)
Gain on sale of cable television system -- -- -- 147,792,730
Other, net (60,238) (1,511,505) (185,690) (1,683,152)
---------- ----------- ----------- ------------
Net income (loss) $ (60,238) $(1,278,188) $ (185,690) $143,678,251
========== =========== =========== ============
</TABLE>
Management fees paid to Jones Intercable, Inc. by the Venture totaled
$405,229 and $2,559,182, respectively, for the three and nine month periods
ended September 30, 1998. The General Partner has not received and will not
receive a management fee after December 31, 1998. Reimbursements for overhead
and administrative expenses paid to Jones Intercable, Inc. by the Venture
totaled $33,060 and $62,474, respectively, for the three and nine month periods
ended September 30, 1999 and $461,802 and $2,943,111, respectively, for the
comparable 1998 periods.
7
<PAGE>
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
The Partnership owns a 9 percent interest in the Venture. The
Partnership's investment in the Venture is accounted for under the equity
method. The Partnership's investment decreased by $17,046, which represents the
Partnership's share of losses generated by the Venture for the nine months ended
September 30, 1999.
On December 31, 1998, the Venture sold the Palmdale System to a
subsidiary of the General Partner for a sales price of $138,205,200. The Venture
repaid all of its remaining indebtedness, retained $2,500,000 of the sale
proceeds for a reserve for the administrative expenses of the Partnership,
including expenses that the Venture and its constituent partnerships may incur
related to pending litigation, settled working capital adjustments and
distributed the remaining sale proceeds of $89,101,000 to the three constituent
partnerships of the Venture in proportion to their ownership interests in the
Venture. The Partnership received $8,179,098, or 9 percent, of the $89,101,000
distribution, which the Partnership distributed in December 1998 and January
1999 to its partners of record as of December 31, 1998. Because the limited
partners had already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, the
Partnership's portion of the net proceeds from the Palmdale System's sale were
distributed 75 percent to the limited partners and 25 percent to the General
Partner. The limited partners of the Partnership, as a group, received
$6,134,324 and the General Partner received $2,044,774. The limited partners'
distribution represented $55 for each $500 limited partnership interest, or $110
for each $1,000 invested in the Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $1,032 for each $500 limited
partnership interest, or $2,064 for each $1,000 invested in the Partnership.
Although the sale of the Palmdale System represented the sale of the
only remaining operating asset of the Venture, the Venture and the Partnership
will not be dissolved until after all pending litigation relating to the Venture
and the Partnership has been resolved and terminated. (See Part II, Item 1).
Because the Venture has sold all of its assets and no further
distributions are expected to be made, transfers of limited partnership
interests would have no economic or practical value. The General Partner
therefore has determined, in accordance with the authority granted to it under
Section 3.5 of the Partnership's limited partnership agreement, that it will not
process any transfers of limited partnership interests in the Partnership during
the remainder of the Partnership's term.
RESULTS OF OPERATIONS
- ---------------------
Due to the Palmdale System sale on December 31, 1998, which was the
Venture's last remaining operating asset, a discussion of results of operations
would not be meaningful. Other expense of $185,690 incurred in the first nine
months of 1999 primarily related to various costs associated with the sale of
the Venture's systems and the administration of the Venture and its constituent
partnerships.
8
<PAGE>
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Since September 1995, the General Partner has been a defendant in a
consolidated civil action filed by limited partners of Cable TV Fund 12-D, Ltd.
captioned David Hirsch, Marty, Inc. Pension Plan (by its trustee and
----------------------------------------------------------
beneficiary, Martin Ury) and Jonathan and Eileen Fussner, derivatively on behalf
- --------------------------------------------------------------------------------
of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D,
- -----------------------------------------------------------------------------
Ltd., plaintiffs v. Jones Intercable, Inc., defendant, and Cable TV Fund 12-BCD
- -------------------------------------------------------------------------------
Venture, Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund
- -----------------------------------------------------------------------------
12-D, Ltd., nominal defendants (District Court, Arapahoe County, State of
- ------------------------------
Colorado, Case No. 95-CV-1800, Division 3). The consolidated complaint generally
alleged that the General Partner breached its fiduciary duty to the plaintiffs
and to the other limited partners of the three named partnerships and to the
Cable TV Fund 12-BCD Venture (the "Venture") in connection with the Venture's
sale of the Tampa, Florida cable television system (the "Tampa System") to a
subsidiary of the General Partner and the subsequent trade of the Tampa System
and other cable systems owned by the General Partner in exchange for cable
television systems owned by an unaffiliated cable system operator. The
consolidated complaint also set forth a claim for breach of contract and a claim
for breach of the implied covenant of good faith and fair dealing. Among other
things, the plaintiffs asserted that the subsidiary of the General Partner that
acquired the Tampa System paid an inadequate price for it. The price paid for
the Tampa System was determined by the average of three separate, independent
appraisals of the Tampa System's fair market value as required by the terms of
the limited partnership agreements of the three named partnerships. The
plaintiffs also challenged the adequacy and independence of the appraisals. The
consolidated complaint sought compensatory damages, an award of attorneys' fees,
punitive damages and certain equitable relief. On October 25, 1999, the district
court granted the General Partner's renewed motion to dismiss or for summary
judgment based upon the August 1998 report of independent counsel, which had
concluded that the plaintiffs' claims are not meritorious. The plaintiffs have
the right to appeal this decision. Pursuant to the indemnification provisions of
Section 9.6 of the Partnership's limited partnership agreement, the General
Partner may be entitled to indemnification from the Partnership for the legal
fees and expenses incurred by the General Partner in the defense of this
litigation. The General Partner has not yet determined whether it will seek
indemnification from the Partnership for such legal fees and expenses.
In June 1999, the General Partner was named a defendant in a case
captioned City Partnership Co., derivatively on behalf of Cable TV Fund 12-C,
-------------------------------------------------------------------
Ltd., Cable TV Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture, plaintiff v.
- -----------------------------------------------------------------------------
Jones Intercable, Inc., defendant and Cable TV Fund 12-C, Ltd., Cable TV Fund
- -----------------------------------------------------------------------------
12-D, Ltd. and Cable TV Fund 12-BCD Venture, nominal defendants (U.S. District
- ---------------------------------------------------------------
Court, District of Colorado, Civil Action No. 99-WM-1151) brought by City
Partnership Co., a limited partner of the named partnerships. The plaintiff's
complaint alleges that the General Partner breached its fiduciary duty to the
plaintiff and to the other limited partners of the partnerships and to Cable TV
Fund 12-BCD Venture (the "Venture") in connection with the Venture's sale of the
Palmdale, California cable television system (the "Palmdale System") to a
subsidiary of the General Partner in December 1998. The complaint alleges that
the General Partner acquired the Palmdale System at an unfairly low price that
did not accurately reflect the market value of the Palmdale System. The
plaintiff also alleges that the proxy solicitation materials delivered to the
limited partners of the partnerships in connection with the votes of the limited
partners on the Venture's sale of the Palmdale System contained inadequate and
misleading information concerning the state of the market for cable systems and
the fairness of the transaction, which the plaintiff claims caused the General
Partner to breach its fiduciary duty of candor to the limited partners and which
the plaintiff claims constituted acts and omissions in violation of Section
14(a) of the Securities Exchange Act of 1934, as amended. Plaintiff also claims
that the General Partner breached the contractual provision of the partnerships'
limited partnership agreements requiring that the sale price be determined by
the average of three separate, independent appraisals, challenging both the
independence and the currency of the appraisals. The complaint finally seeks
declaratory injunctive relief to prevent the General Partner from making use of
the partnerships' funds to finance the General Partner's defense of this
litigation. The General Partner has filed motions to dismiss certain of the
plaintiff's claims for relief. The General Partner believes that the procedures
followed by it in conducting the votes of the limited partners of the
partnerships on the sale of the Palmdale System, including the fairness opinion
in the proxy statements delivered to the limited partners of the partnerships,
were proper and that the Venture's sale of the Palmdale System at a price
determined by averaging three separate, independent appraisals was in accordance
with the express provisions of the partnerships' limited partnership agreements.
The General Partner intends to defend this lawsuit vigorously.
In August 1999, the General Partner was named a defendant in a case
captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP and
--------------------------------------------------------------
Madison/AG Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc.
- ------------------------------------------------------------------------------
and Glenn R. Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund
- ---------------------------------------------------------------------------
12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund
- ---------------------------------------------------
9
<PAGE>
14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District
- -----------------------------------------------------------
Court, District of Colorado, Civil Action No. 99-B-1508)("Gramercy Park")
brought as a class and derivative action by limited partners of the named
partnerships. The plaintiffs' complaint alleges that the defendants made false
and misleading statements to the limited partners of the named partnerships in
connection with the solicitation of proxies and the votes of the limited
partners on the sales of the Albuquerque, Palmdale, Littlerock and Calvert
County cable communication systems by the named partnerships to the General
Partner or one of its subsidiaries in violation of Sections 14 and 20 of the
Securities Exchange Act of 1934, as amended. The plaintiffs specifically allege
that the proxy statements delivered to the limited partners in connection with
the limited partners' votes on these sales were false, misleading and failed to
disclose material facts necessary to make the statements made not misleading.
The plaintiffs' complaint also alleges that the defendants breached their
fiduciary duties to the plaintiffs and to the other limited partners of the
named partnerships and to the named partnerships in connection with the various
sales of the Albuquerque, Palmdale, Littlerock and Calvert County cable
communications systems to subsidiaries of the General Partner. The complaint
alleges that the General Partner acquired these cable communications systems at
unfairly low prices that did not accurately reflect the market values of the
systems. The plaintiffs seek on their own behalf and on behalf of all other
limited partners compensatory and nominal damages, the costs and expenses of the
litigation, including reasonable attorneys' and experts' fees, and punitive and
exemplary damages.
In September 1999, the General Partner was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
--------------------------------------------------------------------
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
- -----------------------------------------------------------------------------
Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
- -----------------------------------------------------------------------------
Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
- -----------------------------------------------------
District of Colorado, Civil Action No. 99-WM-1702)("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the plaintiffs' complaint is similar to the allegations raised
in the Gramercy Park case.
-------------
In September 1999, the General Partner was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
----------------------------------------------------------------------
Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
- -----------------------------------------------------------------------------
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
- --------------------------------------------------------------------------------
Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
- --------------------------------------------
Colorado, Civil Action No. 99-B-1778)("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the plaintiffs' complaint is similar to the allegations raised in
the Gramercy Park case.
-------------
The General Partner believes that the procedures followed by it in
conducting the votes of the limited partners of the various partnerships on the
sales of the Albuquerque, Palmdale, Littlerock and Calvert County systems and
the disclosures in the proxy statements delivered to the limited partners in
connection with the limited partners' votes on these sales were proper and
complete, and the General Partner believes that the various sale transactions
were fair because they were at prices determined by averaging three separate,
independent appraisals of the various cable communications systems sold in
accordance with the express provisions of the partnerships' limited partnership
agreements. The General Partner intends to defend these lawsuits vigorously.
In September 1999, the General Partner filed a motion in the United
States District Court for the District of Colorado seeking an order
consolidating all of the cases challenging the General Partner's acquisitions of
the Albuquerque, Palmdale, Littlerock and Calvert County systems because these
cases involve common questions of law and fact. A court-mandated settlement
conference relating to all of these cases filed in United States District Court
for the District of Colorado occurred on November 2, 1999 and another such
meeting has been scheduled for March 14, 2000.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
10
<PAGE>
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 thereunto duly authorized.
CABLE TV FUND 12-B, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Lawrence S. Smith
--------------------------------
Lawrence S. Smith
Principal Accounting Officer
By: /S/ Joseph J. Euteneuer
--------------------------------
Joseph J. Euteneuer
Vice President (Authorized Officer)
Dated: November 12, 1999
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 206,224
<CURRENT-LIABILITIES> 11,235
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 194,989
<TOTAL-LIABILITY-AND-EQUITY> 206,224
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 28,281
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (28,281)
<INCOME-TAX> 0
<INCOME-CONTINUING> (28,281)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28,281)
<EPS-BASIC> (.25)
<EPS-DILUTED> (.25)
</TABLE>
