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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): March 10, 1998
CABLE TV FUND 12-D, LTD.
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(Exact name of registrant as specified in its charter)
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
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On March 10, 1998, Cable TV Fund 12-BCD Venture (the "Venture"), a
venture comprised of Cable TV Fund 12-D, Ltd. (the "Partnership"), Cable TV Fund
12-B, Ltd. ("Fund 12-B") and Cable TV Fund 12-C, Ltd. ("Fund 12-C"), Colorado
limited partnerships, entered into an agreement with Jones Intercable, Inc., the
general partner of the Partnership, Fund 12-B and Fund 12-C (the "General
Partner"), to sell the cable television system serving areas in and around
Palmdale and Lancaster, California (the "Palmdale System") for a sales price of
$138,205,200, subject to customary closing adjustments. This sales price
represents the average of three separate independent appraisals of the fair
market value of the Palmdale System as of December 31, 1997, by three appraisal
firms engaged by the General Partner in January 1998.
Upon consummation of the sale of the Palmdale System, the Venture will
pay all of its remaining indebtedness, which is estimated to total $45,000,000,
and then the Venture will distribute the remaining sale proceeds to the
Partnership, Fund 12-B and Fund 12-C in proportion to their ownership interests
in the Venture, and then the Partnership will distribute its portion of the net
sale proceeds to its partners of record as of the closing date pursuant to the
terms of the Partnership's limited partnership agreement. 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 (taking
into account the anticipated distribution to the limited partners from the
Albuquerque, New Mexico system's net sale proceeds), the net proceeds from the
Palmdale System's sale will be distributed 75 percent to the limited partners
and 25 percent to the General Partner. Based upon the Venture's financial
information as of December 31, 1997, as a result of the Palmdale System's sale,
the limited partners of the Partnership, as a group, will receive approximately
$52,124,428 and the General Partner will receive approximately $17,374,810.
Limited partners will receive $220 for each $500 limited partnership interest,
or $440 for each $1,000 invested in the Partnership, from the Partnership's
portion of the net proceeds of the Palmdale System's sale. Once the
distributions of the net proceeds from the sale of the Palmdale System have been
made, limited partners will have received a total of $775 for each $500 limited
partnership interest or $1,550 for each $1,000 invested in the Partnership,
taking into account the prior distributions to limited partners made in 1996
from the net proceeds of the sale of the the cable television system serving
areas in and around Tampa, Florida, and the distributions to limited partners to
be made in 1998 from the net proceeds of the sale of the cable television system
serving areas in and around Albuquerque, New Mexico.
A vote of the limited partners of the Partnership will be required
later this year to approve the sale of the Palmdale System. Because the closing
of the sale of the Palmdale System is subject to a number of closing conditions,
including the approval of the transaction by the holders of a majority of the
limited partnership interests in each of the Partnership, Fund 12-B and Fund 12-
C, there can be no assurance that the proposed sale of the Palmdale System will
close or that the estimated distributions to be paid to limited partners from
the Palmdale System's sale will be made.
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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.
Not applicable.
c. Exhibits.
2.1 Purchase and Sale Agreement (Palmdale) dated as of March 10,
1998, 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 December 31, 1997, 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-D, LTD.
By: Jones Intercable, Inc.,
its general partner
Dated: March 19, 1998 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General
Counsel and Secretary
(35037)
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