<PAGE>
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): June 30, 1998
CABLE TV FUND 12-D, LTD.
------------------------
(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)
<PAGE>
Item 2. Disposition of Assets
On June 30, 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, sold the cable television system serving areas in and around
Albuquerque, New Mexico (the "Albuquerque System") to Jones Communications of
New Mexico, Inc., an indirect subsidiary of Jones Intercable, Inc., the general
partner of the Partnership, Fund 12-B and Fund 12-C (the "General Partner") for
a sales price of $222,963,267, subject to customary closing adjustments. The
sales price represents the average of three separate independent appraisals of
the fair market value of the Albuquerque System. The sale was approved by the
holders of a majority of the limited partnership interests of the Partnership,
Fund 12-B and Fund 12-C.
From the proceeds of the Albuquerque System's sale, the Venture will repay
its outstanding Senior Notes balance of $41,544,890 plus accrued interest in the
amount of $897,370, plus a make whole premium of $1,332,823 and, pursuant to an
amendment to the Venture's credit facility, the Venture will distribute in July
1998 $125,000,000 to the Partnership, Fund 12-B and Fund 12-C, in proportion to
their ownership interests in the Venture. The remaining proceeds will be used to
repay a portion of the outstanding balance and accrued interest on the Venture's
credit facility. The Partnership will receive $94,428,308, or 76 percent of the
$125,000,000 distribution, which the Partnership will distribute on July 31,
1998 to its partners of record as of June 30, 1998. The limited partners, as a
group, will receive $90,101,856 and the General Partner will receive $4,326,452.
Such distribution represents $380 for each $500 limited partnership interest, or
$760 for each $1,000 invested in the Partnership.
The Partnership's only remaining asset is its interest in the Venture, and
the Venture's only remaining asset, following the Venture's sale of the
Albuquerque System, is the cable television system serving areas in and around
Palmdale, California (the "Palmdale System"). The Venture has entered into a
purchase and sale agreement to sell the Palmdale System to the General Partner.
Upon the sale of the Palmdale System, which is expected to occur in the fourth
quarter of 1998, the Venture and the Partnership will be liquidated and
dissolved.
Taking into account the anticipated distributions from the sale of the
Albuquerque System and the proposed sale of the Palmdale System, together with
all prior distributions, the General Partner expects that the Partnership's
limited partners will have received a total return of $774 for each $500 limited
partnership interest, or $1,548 for each $1,000 invested in the Partnership, at
the time the Partnership is liquidated and dissolved.
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Item 7. Financial Statements and Exhibits
---------------------------------
a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
Consolidated pro forma financial statements of Cable TV Fund 12-D,
Ltd. reflecting the disposition of the Albuquerque System are attached.
c. Exhibits.
2.1 Purchase and Sale Agreement dated as of July 28, 1997 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-C, Ltd.
(Commission File No. 0-13964) filed with the Securities and Exchange Commission
on October 2, 1997.
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<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 hereunto duly authorized.
CABLE TV FUND 12-D, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.
General Partner
Dated: July 14, 1998 By: /s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President, General Counsel
and Secretary
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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
CABLE TV FUND 12-D, LTD.
The following unaudited pro forma consolidated balance sheet assumes that
as of March 31, 1998, Cable TV Fund 12-BCD Venture (the "Venture") had sold the
cable television system serving subscribers in Albuquerque, New Mexico (the
"System") for $222,963,267. The funds available to the Venture, adjusting for
the estimated net closing adjustments of the System, are expected to total
approximately $225,333,503. Such funds will be used to repay indebtedness of
the Venture, and $125,000,000 will be distributed to the three constituent
partnerships of the Venture in proportion to their ownership interests. Cable
TV Fund 12-D, Ltd. (the "Partnership") will receive 76 percent of such proceeds,
estimated to total $94,428,308. Pursuant to the terms of the Partnership
Agreement, the Partnership will return to the limited partners the remaining
$77,122,500 of capital initially contributed to the Partnership and the
remainder will be allocated 75 percent to the limited partners ($12,979,356) and
25 percent to the General Partner ($4,326,452). The unaudited pro forma
consolidated statements of operations assume that the System was sold on January
1, 1997.
The unaudited pro forma consolidated financial information should be read
in conjunction with the appropriate notes to the unaudited pro forma
consolidated financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION IS BASED UPON AMOUNTS AS OF MARCH 31, 1998 AND CERTAIN ESTIMATES OF
LIABILITIES AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
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<PAGE>
CABLE TV FUND 12-D, LTD.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ---------------- -------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 2,636,162 $ 124,201,634 $ 126,837,796
Trade receivables, net 4,106,106 (2,748,565) 1,357,541
Investment in cable television properties:
Property, plant and equipment, net 105,588,913 (68,062,766) 37,526,147
Intangibles, net 7,157,864 (6,222,417) 935,447
----------- ------------ -----------
Total investment in cable television properties 112,746,777 (74,285,183) 38,461,594
Deposits, prepaid expenses and deferred charges 4,084,663 (1,619,650) 2,465,013
----------- ------------ -----------
Total assets $ 123,573,708 $ 45,548,236 $ 169,121,944
=========== ============ ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 148,273,330 $(101,131,869) $ 47,141,461
Trade accounts payable and accrued liabilities 3,391,963 (1,748,945) 1,643,018
Subscriber prepayments 461,659 (249,034) 212,625
Distributions payable to joint venture partners - 30,571,692 30,571,692
Accrued distribution to limited partners - 90,101,856 90,101,856
Accrued distribution to General Partner - 4,326,452 4,326,452
----------- ------------ -----------
Total liabilities 152,126,952 21,870,152 173,997,104
Minority interest in joint venture (7,239,425) 5,549,730 (1,689,695)
Partners' capital (21,313,819) 18,128,354 (3,185,465)
----------- ------------ -----------
Total liabilities and partners' capital $ 123,573,708 $ 45,548,236 $ 169,121,944
=========== ============ ===========
</TABLE>
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated balance sheet.
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<PAGE>
CABLE TV FUND 12-D, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
-------------- --------------- -----------
<S> <C> <C> <C>
REVENUES $ 20,912,442 $ (13,333,819) $ 7,578,623
COSTS AND EXPENSES:
Operating expenses 11,508,297 (7,493,902) 4,014,395
Management fees and allocated overhead from
Jones Intercable, Inc. 2,183,929 (1,387,761) 796,168
Depreciation and amortization 5,858,534 (4,131,038) 1,727,496
---------- ----------- ----------
OPERATING INCOME 1,361,682 (321,118) 1,040,564
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OTHER INCOME (EXPENSE):
Interest expense (2,675,112) 1,980,384 (694,728)
Other, net (50,084) 2,629 (47,455)
---------- ----------- ----------
Total other income (expense), net (2,725,196) 1,983,013 (742,183)
---------- ----------- ----------
CONSOLIDATED NET INCOME (LOSS) (1,363,514) 1,661,895 298,381
MINORITY INTEREST IN
CONSOLIDATED NET INCOME (LOSS) 333,488 (406,466) (72,978)
---------- ----------- ----------
NET INCOME (LOSS) $ (1,030,026) $ 1,255,429 $ 225,403
========== =========== ==========
</TABLE>
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated statement.
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<PAGE>
CABLE TV FUND 12-D, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- --------------- -----------
<S> <C> <C> <C>
REVENUES $ 82,675,018 $ (52,784,567) $29,890,451
COSTS AND EXPENSES:
Operating expenses 45,958,487 (29,690,039) 16,268,448
Management fees and allocated overhead
from Jones Intercable, Inc. 8,749,592 (5,467,333) 3,282,259
Depreciation and amortization 21,837,251 (15,176,068) 6,661,183
----------- ----------- -----------
OPERATING INCOME 6,129,688 (2,451,127) 3,678,561
OTHER INCOME (EXPENSE):
Interest expense (10,934,909) 7,806,895 (3,128,014)
Other, net 6,973 (28,708) (21,735)
----------- ----------- -----------
Total other income (expense), net (10,927,936) 7,778,187 (3,149,749)
----------- ----------- -----------
CONSOLIDATED NET INCOME (LOSS) (4,798,248) 5,327,060 528,812
MINORITY INTEREST IN
CONSOLIDATED NET INCOME (LOSS) 1,173,555 (1,302,999) (129,444)
----------- ----------- -----------
NET INCOME (LOSS) $ (3,624,693) $ 4,024,061 $ 399,368
=========== =========== ===========
</TABLE>
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated statement.
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<PAGE>
CABLE TV FUND 12-D, LTD.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------
1) The following calculations present the sale of the System and the
resulting estimated proceeds expected to be received by the Venture and the
Partnership.
2) The unaudited pro forma consolidated balance sheet assumes that the
Venture had sold the System for $222,963,267 as of March 31, 1998. The
unaudited pro forma consolidated statements of operations assume that the
Venture had sold the System as of January 1, 1997.
3) The estimated gain recognized from the sale of the System and
corresponding estimated distribution to limited partners as of March 31, 1998
has been computed as follows:
<TABLE>
<CAPTION>
GAIN ON SALE OF ASSETS:
<S> <C>
Contract sales price $ 222,963,267
Less: Net book value of investment in cable television
properties at March 31, 1998 (74,285,183)
Make whole premium (1,342,455)
------------
Gain on sale of assets $ 147,335,629
============
Partnership's share of gain on sale of assets $ 111,301,233
============
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 222,963,267
Working capital adjustment:
Add: current assets 4,368,215
Less: current liabilities (1,997,979)
------------
Adjusted cash received by the Partnership 225,333,503
Less: Outstanding debt to third parties plus
accrued interest and make whole premium (101,131,869)
Plus: Cash on hand 798,366
------------
Cash available for distribution to joint venturers 125,000,000
------------
Cash distributed to Cable TV Fund 12-B, Ltd.
and Cable TV Fund 12-C, Ltd. 30,571,692
------------
Cash available for distribution by the Partnership 94,428,308
</TABLE>
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Return of limited partners' initial capital $ 77,122,500
============
Residual proceeds 17,305,808
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Limited partners' share (75%) $ 12,979,356
============
General Partner's share (25%) $ 4,326,452
============
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