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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 31, 1998
CABLE TV FUND 12-B, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-13807 84-0969999
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code) (Registrant's
telephone no.
including area code)
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Item 2. Disposition of Assets
On December 31, 1998, Cable TV Fund 12-BCD Venture (the "Venture"), a
venture comprised of Cable TV Fund 12-B, Ltd. (the "Partnership"), Cable TV Fund
12-C, Ltd. ("Fund 12-C") and Cable TV Fund 12-D, Ltd. ("Fund 12-D"), Colorado
limited partnerships, sold the cable television system serving areas in and
around the communities of Palmdale and Lancaster, California (the "Palmdale
System") to Jones Communications of California, Inc., an indirect subsidiary of
Jones Intercable, Inc., the general partner of the Partnership, Fund 12-C and
Fund 12-D (the "General Partner") for a sales price of $138,205,200, subject to
customary closing adjustments. The sales price represents the average of three
separate independent appraisals of the fair market value of the Palmdale System.
The sale was approved by the holders of a majority of the limited partnership
interests of the Partnership, Fund 12-C and Fund 12-D.
On December 24, 1998, City Partnership Co. ("Plaintiff"), a limited
partner of both Fund 12-C and Fund 12-D, filed a class action complaint in the
District Court, Arapahoe County, State of Colorado (Case No. 98-CV-4493) naming
Jones Intercable, Inc. as defendant. Plaintiff, on its behalf and on behalf of
all other persons who are limited partners of the Partnership, Fund 12-C and
Fund 12-D, is challenging the terms of sale of the Palmdale System to an
affiliate of the General Partner. The General Partner is in the process of
evaluating the complaint and will file a response by February 10, 1999.
From the proceeds of the Palmdale System's sale, the Venture settled
working capital adjustments, repaid all of its remaining indebtedness, which
totaled $50,940,343, retained $1,000,000 to cover expenses in connection with
pending litigation challenging the Venture's sale of its Tampa, Florida cable
television system (the "Tampa Litigation"), $1,500,000 to cover expenses in
connection with the above-described class action lawsuit challenging the
Venture's sale of its Palmdale System (the "Palmdale Litigation"), and then the
Venture distributed the remaining sale proceeds of $89,101,000 to the
Partnership, Fund 12-C and Fund 12-D in proportion to their ownership interests
in the Venture. The Partnership received approximately $8,179,098, or 9 percent
of the $89,101,000 distribution, which the Partnership will distribute before
the end of January 1999 to its partners of record as of December 31, 1998.
Because the limited partners will have already received distributions in an
amount in excess of the capital initially contributed to the Partnership by the
limited partners, the net proceeds from the Palmdale System's sale will be
distributed 75 percent to the limited partners ($6,134,323) and 25 percent to
the General Partner ($2,044,774). Limited partners will receive $55.50 for each
$500 limited partnership interest, or $111 for each $1,000 invested in the
Partnership, from the Partnership's portion of the net proceeds of the Palmdale
System's sale.
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Taking into account all distributions from the sale of the
Partnership's and the Venture's cable television systems, the limited partners
of the Partnership now 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
remaining cable television system of the Venture and thus the only remaining
asset of the Partnership, the Venture and the Partnership will not be dissolved
until the Tampa Litigation and the Palmdale Litigation are finally resolved and
terminated. Because transferees of limited partnership interests following the
record date for the distribution of the Palmdale system's sale proceeds
(December 31, 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 beyond December 31, 1998.
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Item 7. Financial Statements and Exhibits
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a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
A description of the pro forma financial information of Cable TV
Fund 12-B, Ltd. reflecting the disposition of the Palmdale System is attached.
c. Exhibits.
2.1 Purchase and Sale Agreement dated as of March 10, 1998 between
Cable TV Fund 12-BCD Venture and Jones Intercable, Inc. is incorporated by
reference from the Preliminary Proxy Statement of Cable TV Fund 12-B, Ltd.
(Commission File No. 0-13807) filed with the Securities and Exchange Commission
on August 7, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CABLE TV FUND 12-B, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.
General Partner
Dated: January 14, 1999 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General Counsel
and Secretary
(39971)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
CABLE TV FUND 12-B, LTD.
The Partnership's only asset is its 9 percent interest in the Venture.
As a result of the sale of the Palmdale System, the only remaining asset of the
Venture is $2,500,000 retained in connection with expenses in connection with
the pending Tampa Litigation and the recent Palmdale Litigation. As a result,
unaudited pro forma financial information is not presented. The Venture and the
Partnership will continue in existence until the Tampa Litigation and the
Palmdale Litigation have been finally resolved and terminated.
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