<PAGE> 1
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): February 28, 1996
CABLE TV FUND 12-C, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-13964 84-0970000
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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
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's
telephone no.
including area code)
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Item 2. Sale of Assets
On February 28, 1996, Cable TV Fund 12-BCD Venture (the "Venture"), a
Colorado joint venture comprised of Cable TV Fund 12-B, Ltd. ("Fund 12-B"),
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 Tampa, Florida (the "Tampa System") to Jones Cable
Holdings, Inc. ("JCH"), a wholly owned subsidiary of Jones Intercable, Inc.,
the general partner of each of Fund 12-B, Fund 12-C and Fund 12-D (the "General
Partner"). The sales price of the Tampa System was $110,395,667, subject to
normal working capital closing adjustments. This price represented the average
of three separate, independent appraisals of the fair market value of the Tampa
System. Because the Venture's debt arrangements did not allow the Venture to
make distributions on the sale of Venture assets, in February 1996 the
Venture's debt arrangements were amended to permit a $55,000,000 distribution
to the Venture's partners from the sale proceeds, and the balance of the sale
proceeds were used to reduce Venture indebtedness. Fund 12-C's portion of this
distribution is approximately $8,244,900. Because the limited partners of Fund
12-C have not yet received distributions in an amount equal to 100 percent of
the capital initially contributed to Fund 12-C by them, the entire portion of
Fund 12-C's distribution will be distributed to the limited partners in April
1996. This distribution will give Fund 12-C's limited partners an approximate
return of $346 for each $1,000 invested in Fund 12-C. Because the Tampa System
did not constitute all or substantially all of the Venture's assets, no vote of
the limited partners of Fund 12-C was required in connection with this
transaction.
On February 29, 1996, JCH consummated an agreement with Time Warner
Entertainment-Advance/Newhouse Partnership ("TWEAN"), an unaffiliated cable
television system operator, pursuant to which JCH conveyed the Tampa System,
along with certain other cable television systems owned by JCH, and cash in the
amount of $3,500,000, subject to normal closing adjustments, to TWEAN in
exchange for the cable television systems serving Andrews Air Force Base,
Capitol Heights, Cheltenham, District Heights, Fairmount Heights, Forest
Heights, Morningside, Seat Pleasant, Upper Marlboro, and portions of Prince
Georges County, all in Maryland, and a portion of Fairfax County, Virginia.
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Item 7. Financial Statements and Exhibits
a. Financial statements of business acquired.
Not applicable.
b. Pro forma financial information.
Pro forma financial information of the Venture showing the
effect of the disposition of the Tampa System as of September
30, 1995 is included herein.
c. Purchase and Sale Agreement dated as of August 11, 1995
between Cable TV Fund 12-BCD Venture and Jones Intercable,
Inc. is incorporated by reference from the Annual Report on
Form 10-K for fiscal year ended May 31, 1995 of Jones
Intercable, Inc. (Commission File No. 1-9953)
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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-C, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.
General Partner
Dated: March 13, 1996 By: /s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President and
General Counsel
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF CABLE TV FUND 12-BCD VENTURE
The following unaudited pro forma balance sheet assumes that as of
September 30, 1995, Cable TV Fund 12-BCD Venture (the "Venture") had sold the
cable television system serving areas in and around Tampa, Florida (the "Tampa
System") for $110,395,667. The funds available to the Venture, adjusting for
the estimated net closing adjustments of the Tampa System, are expected to
total approximately $110,041,000. Such funds will be used to repay
indebtedness of the Venture, and $55,000,000 will be distributed to the
partners of the Venture. The unaudited Pro Forma Statements of Operations
assume that the Tampa System was sold as of January 1, 1994. The Venture will
continue to own the cable television systems serving areas in and around
Albuquerque, New Mexico (the "Albuquerque System") and Palmdale, California
(the "Palmdale System").
The unaudited pro forma financial information should be read in
conjunction with the appropriate notes to the unaudited pro forma financial
information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS
BASED UPON AMOUNTS AS OF SEPTEMBER 30, 1995 AND CERTAIN ESTIMATES OF
LIABILITIES AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
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CABLE TV FUND 12-BCD VENTURE
UNAUDITED PRO FORMA BALANCE SHEET
September 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 1,374,870 $ 55,000,000 $ 56,374,870
Trade Receivables, net 3,668,382 (768,796) 2,899,586
Investment in Cable Television Properties:
Property, plant and equipment, net 137,859,589 (38,462,803) 99,396,786
Intangibles, net 18,391,114 (738,101) 17,653,013
------------ ------------- -------------
Total investment in cable television properties 156,250,703 (39,200,904) 117,049,799
Deposits, Prepaid Expenses and Deferred Charges 1,876,528 (222,061) 1,654,467
------------ ------------- -------------
Total Assets $ 163,170,483 $ 14,808,239 $ 177,978,722
============ ============= =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 180,699,799 $ (55,041,134) $ 125,658,665
Accounts payable 1,719,602 - 1,719,602
Accrued liabilities 7,865,430 (1,200,217) 6,665,213
Subscriber prepayments 598,672 (145,173) 453,499
Accrued Distribution to Partners - 55,000,000 55,000,000
------------ ------------- -------------
Total Liabilities 190,883,503 (1,386,524) 189,496,979
------------ ------------- -------------
Partners' Deficit (27,713,020) 16,194,763 (11,518,257)
----------- ------------- -------------
Total Liabilities and Partners' Deficit $ 163,170,483 $ 14,808,239 $ 177,978,722
============ ============= =============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
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CABLE TV FUND 12-BCD VENTURE
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 92,823,076 $ (26,122,731) $ 66,700,345
COSTS AND EXPENSES:
Operating expense 56,131,254 (16,836,015) 39,295,239
Management fees and allocated overhead from
General Partner 11,592,264 (3,268,742) 8,323,522
Depreciation and Amortization 24,658,274 (6,066,366) 18,591,908
------------- ------------- -------------
OPERATING INCOME 441,284 48,392 489,676
------------- ------------- -------------
OTHER INCOME (EXPENSES):
Interest expense (13,308,073) 4,050,000 (9,258,073)
Other, net (9,453) 4,007 (5,446)
------------ ------------- ------------
Total other income (expense), net (13,317,526) 4,054,007 (9,263,519)
------------ ------------- ------------
NET LOSS $ (12,876,242) $ 4,102,399 $ (8,773,843)
============ ============ ============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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<PAGE> 8
CABLE TV FUND 12-BCD VENTURE
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 75,237,447 $ (21,240,827) $ 53,996,620
COSTS AND EXPENSES:
Operating expense 43,747,151 (13,189,558) 30,557,593
Management fees and allocated overhead from
General Partner 8,925,505 (2,508,397) 6,417,108
Depreciation and Amortization 20,106,760 (4,920,383) 15,186,377
------------- ------------- -------------
OPERATING INCOME 2,458,031 (622,489) 1,835,542
OTHER INCOME (EXPENSES):
Interest expense (11,594,350) 3,000,000 (8,594,350)
Other, net 29,050 (759) 28,291
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Total other income (expense), net (11,565,300) 2,999,241 (8,566,059)
------------ ------------- ------------
NET LOSS $ (9,107,269) $ 2,376,752 $ (6,730,517)
============ ============ ============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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CABLE TV FUND 12-BCD VENTURE
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Tampa System
and the resulting estimated proceeds expected to be received by the Venture.
2) The unaudited pro forma balance sheet assumes that the Venture had
sold the Tampa System for $110,395,667 as of September 30, 1995. The unaudited
statements of operations assume that the Venture had sold the Tampa System as
of January 1, 1994.
3) The estimated gain recognized from the sale of the Tampa System
and corresponding estimated distribution to limited partners as of September
30, 1995 has been computed as follows:
GAIN ON SALE OF ASSETS:
<TABLE>
<S> <C>
Contract sales price $ 110,395,667
Less: Net book value of investment in cable television properties
at September 30, 1995 39,200,904
---------------
Gain on sale of assets $ 71,194,763
===============
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 110,395,667
Working Capital Adjustment:
Add: Trade receivables, net 768,796
Prepaid expenses 222,061
Less Accrued liabilities (1,200,217)
Subscriber prepayments (145,173)
--------------
Adjusted cash received 110,041,134
Less: Repayment of outstanding debt to third parties (55,041,134)
--------------
Cash available for distribution $ 55,000,000
===============
Distribution to Cable TV Fund 12-B, Ltd. $ 5,049,000
===============
Distribution to Cable TV Fund 12-C, Ltd. $ 8,404,000
===============
Distribution to Cable TV Fund 12-D, Ltd. $ 41,547,000
===============
</TABLE>
4) The Pro Forma Statements of Operations reflect the sale of the
Tampa System and the repayment of approximately $55,041,000 of debt with
proceeds of such sale. The Venture will continue to own and operate the
Albuquerque System and the Palmdale System.
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