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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):November 17, 1995
CABLE TV FUND 12-D, LTD.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Colorado 0-14206 84-1010423
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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 5. OTHER EVENTS
In August 1995, Cable TV Fund 12-BCD Venture (the "Venture"), a
Colorado joint venture in which Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C,
Ltd. and Cable TV Fund 12-D, Ltd., Colorado limited partnerships, are general
partners, entered into a purchase and sale agreement pursuant to which the
Venture agreed to sell the Tampa, Florida cable television system (the "Tampa
System") to Jones Intercable, Inc. ("Intercable""). Intercable is the general
partner of each of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable
TV Fund 12-D, Ltd. Closing of the purchase of the Tampa System by Intercable
is expected to occur in the first half of 1996. Upon closing, Intercable
anticipates exchanging the Tampa System with an unaffiliated cable television
operator in return for systems owned by that operator.
On November 17, 1995, a civil action entitled Martin Ury, derivatively
on behalf of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV
Fund 12-D, Ltd., Plaintiff vs. 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, was filed in the District Court,
County of Arapahoe, State of Colorado (Case No. 95-CV-2212). The Plaintiff, a
limited partner of Cable TV Fund 12-D, Ltd., has brought the action as a
derivative action on behalf of the three partnerships that comprise the Venture
against Intercable seeking to recover damages caused by Intercable's alleged
breaches of its fiduciary duties to the Venture and to the limited partners of
the three partnerships that comprise the Venture in connection with the
proposed sale to Intercable of the Tampa System and the proposed subsequent
exchange of the Tampa System with an unaffiliated cable television operator in
return for systems owned by that operator. Intercable believes that it has
meritorious defenses, and Intercable intends to defend this lawsuit vigorously.
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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-D, LTD.
By: Jones Intercable, Inc.,
its General Partner
Dated: December 4, 1995 By: /s/ ELIZABETH M. STEELE
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Elizabeth M. Steele
Vice President
and General Counsel
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