<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1999
[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 0-14206
Cable TV Fund 12-D, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado 84-1010423
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
-----------------------------------------------
Address of principal executive office
(215) 665-1700
-----------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No _____
_____
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED BALANCE SHEETS
-------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1999 1998
------ ------------- ------------
<S> <C> <C>
Cash $ 2,285,517 $ 69,325,751
------------- ------------
Total assets $ 2,285,517 $ 69,325,751
============= ============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Accounts payable and accrued liabilities $ 38,958 $ 67,751
Accrued distributions - 66,825,751
------------- ------------
Total liabilities 38,958 66,893,502
------------- ------------
MINORITY INTEREST IN JOINT VENTURE 549,444 594,864
------------- ------------
PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (21,153,765) (21,153,765)
Accumulated earnings 21,610,710 21,612,113
------------- ------------
457,945 459,348
------------- ------------
Limited Partners-
Net contributed capital (237,339 units outstanding
at September 30, 1999 and December 31, 1998) 102,198,175 102,198,175
Distributions (182,130,796) (182,130,796)
Accumulated earnings 81,171,791 81,310,658
------------- ------------
1,239,170 1,378,037
------------- ------------
Total liabilities and partners' capital $ 2,285,517 $ 69,325,751
============= ============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated balance sheets.
2
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES $ - $ 8,104,593 $ - $ 51,183,646
COSTS AND EXPENSES:
Operating expenses - 4,201,391 - 27,868,922
Management fees and
allocated overhead
from Jones Intercable, Inc. - 867,031 - 5,502,293
Depreciation and
amortization - 1,904,309 - 13,929,257
------------ ------------ ------------ ------------
OPERATING INCOME - 1,131,862 - 3,883,174
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense - (898,545) - (6,314,501)
Gain on sale of cable television
system - - - 147,792,730
Other, net (60,238) (1,511,505) (185,690) (1,683,152)
------------ ------------ ------------ ------------
Total other income
(expense), net (60,238) (2,410,050) (185,690) 139,795,077
------------ ------------ ------------ ------------
CONSOLIDATED NET
INCOME (LOSS) (60,238) (1,278,188) (185,690) 143,678,251
MINORITY INTEREST IN
CONSOLIDATED NET
(INCOME) LOSS 14,734 312,619 45,420 (35,140,827)
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (45,504) $ (965,569) $ (140,270) $108,537,424
============ ============ ============ ============
ALLOCATION OF NET
INCOME (LOSS):
General Partner $ (455) $ (9,655) $ (1,403) $ 8,697,195
============ ============ ============ ============
Limited Partners $ (45,049) $ (955,914) $ (138,867) $ 99,840,229
============ ============ ============ ============
NET INCOME (LOSS) PER
LIMITED PARTNERSHIP UNIT $ (.19) $ (4.02) $ (.59) $ 420.67
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 237,339 237,339 237,339 237,339
============ ============ ============ ============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
3
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
--------------------------------
1999 1998
------------ -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (140,270) $ 108,537,424
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization - 13,929,257
Gain on sale of cable television system - (147,792,730)
Minority interest in consolidated income (loss) (45,420) 35,140,827
Decrease in trade receivables - 3,656,824
Increase in deposits, prepaid expenses and
deferred charges - (1,447,159)
Decrease in accounts payable and accrued
liabilities and subscriber prepayments (28,793) (5,721,714)
------------ -------------
Net cash provided by (used in) operating activities (214,483) 6,302,729
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net - (11,493,480)
Proceeds from sale of cable television system - 222,963,267
------------ -------------
Net cash provided by investing activities - 211,469,787
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 12,108,474
Repayment of debt - (105,589,922)
Decrease in accrued distribution to limited partners (66,825,751) -
Distributions to limited partners - (90,101,856)
Distribution to General Partner - (4,326,452)
Distributions to Joint Venture Partners - (30,571,692)
------------ -------------
Net cash used in financing activities (66,825,751) (218,481,448)
------------ -------------
Decrease in cash and cash equivalents (67,040,234) (708,932)
Cash and cash equivalents, beginning of period 69,325,751 1,742,444
------------ -------------
Cash and cash equivalents, end of period $ 2,285,517 $ 1,033,512
============ =============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ 8,148,176
============ =============
</TABLE>
The accompanying notes to unaudited consolidated financial statements
are an integral part of these unaudited consolidated statements.
4
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 12-D, Ltd.
(the "Partnership") at September 30, 1999 and December 31, 1998 and its
Statements of Operations for the three and nine month periods ended September
30, 1999 and 1998 and its Statements of Cash Flows for the nine month periods
ended September 30, 1999 and 1998.
The accompanying consolidated financial statements include 100 percent of
the accounts of the Partnership and those of Cable TV Fund 12-BCD Venture (the
"Venture") reduced by the 24 percent minority interest in the Venture. All
interpartnership accounts and transactions have been eliminated. The Venture
owned and operated the cable television systems serving the areas in and around
Tampa, Florida (the "Tampa System") until its sale on February 28, 1996,
Albuquerque, New Mexico (the "Albuquerque System") until its sale on June 30,
1998 and Palmdale, California (the "Palmdale System") until its sale on December
31, 1998. Jones Intercable, Inc., a publicly held Colorado corporation, is the
"General Partner" and manages the Partnership and the Venture.
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
of a controlling interest in the General Partner for aggregate consideration of
$706.3 million. Comcast acquired an additional 1.0 million shares of the General
Partner's Class A Common Stock on June 29, 1999 for $50.0 million in a private
transaction. Upon completion of these transactions, Comcast owns approximately
13.8 million shares of the General Partner's Class A Common Stock and
approximately 2.9 million shares of the General Partner's Common Stock,
representing 39.6% of the economic interest and 48.3% of the voting interest in
the General Partner. Comcast has contributed its shares in the General Partner
to its wholly owned subsidiary, Comcast Cable Communications, Inc. ("Comcast
Cable"). The approximately 2.9 million shares of Common Stock owned by Comcast
Cable represent shares having the right to elect approximately 75% of the Board
of Directors of the General Partner. The General Partner is now a consolidated
public company subsidiary of Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in the
General Partner on April 7, 1999, all of the persons who were executive officers
of the General Partner as of that date terminated their employment with the
General Partner. The General Partner's Board of Directors has elected new
executive officers, each of whom also is an officer of Comcast. As of July 7,
1999, all persons who were employed at the General Partner's former corporate
offices in Englewood, Colorado had terminated their employment with the General
Partner. The General Partner's corporate offices are now located at 1500 Market
Street, Philadelphia, Pennsylvania 19102-2148.
(2) On December 31, 1998, the Venture sold the Palmdale System to a subsidiary
of the General Partner for a sales price of $138,205,200. The Venture repaid all
of its remaining indebtedness, retained $2,500,000 of the sale proceeds for a
reserve for the administrative expenses of the Partnership, including expenses
that the Venture and its constituent partnerships may incur related to pending
litigation, settled working capital adjustments and distributed the remaining
sale proceeds of $89,101,000 to the three constituent partnerships of the
Venture in proportion to their ownership interests in the Venture. The
Partnership received $67,309,253, or 76 percent, of the $89,101,000
distribution, which the Partnership distributed in December 1998 and January
1999 to its partners of record as of December 31, 1998. Because the limited
partners had already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, the
Partnership's portion of the net proceeds from the Palmdale System's sale were
distributed 75 percent to the limited partners and 25 percent to the General
Partner. The limited partners of the Partnership, as a group, received
$50,481,940 and the General Partner $16,827,313. The limited received partners'
distribution represented $213 for each $500 limited partnership interest, or
$426 for each $1,000 invested in the Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $767 for each $500 limited
partnership interest, or $1,534 for each $1,000 invested in the Partnership.
5
<PAGE>
Although the sale of the Palmdale System represented the sale of the only
remaining operating asset of the Venture, the Venture and the Partnership will
not be dissolved until after all pending litigation relating to the Venture and
the Partnership has been resolved and terminated. (See Part II, Item 1).
(3) The General Partner manages the Partnership and the Venture and received a
fee for its services equal to 5 percent of the gross revenues of the Venture,
excluding revenues from the sale of cable television systems or franchises. The
General Partner has not received and will not receive a management fee after
December 31, 1998. Management fees paid to the General Partner for the three and
nine month periods ended September 30, 1998 were $405,229 and $2,559,182,
respectively.
The Venture will continue to reimburse the General Partner for certain
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel. Such personnel provide administrative,
accounting, tax, legal and investor relations services to the Venture and its
constituent partnerships. Such services, and their related costs, are necessary
to the administration of the Venture and its constituent partnerships. Such
costs were charged to operating costs during the periods that the Venture
operated its cable television systems. Subsequent to the sale of the Venture's
final cable television system, such costs were charged to other expense.
Reimbursements made to the General Partner by the Venture for overhead and
administrative expenses for the three and nine month periods ended September 30,
1999 were $33,060 and $62,474, respectively, compared to $461,802 and
$2,943,111, respectively, for the comparable 1998 periods.
6
<PAGE>
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
On December 31, 1998, the Venture sold the Palmdale System to a subsidiary
of the General Partner for a sales price of $138,205,200. The Venture repaid all
of its remaining indebtedness, retained $2,500,000 of the sale proceeds for a
reserve for the administrative expenses of the Partnership, including expenses
that the Venture and its constituent partnerships may incur related to pending
litigation, settled working capital adjustments and distributed the remaining
sale proceeds of $89,101,000 to the three constituent partnerships of the
Venture in proportion to their ownership interests in the Venture. The
Partnership received $67,309,253, or 76 percent, of the $89,101,000
distribution, which the Partnership distributed in December 1998 and January
1999 to its partners of record as of December 31, 1998. Because the limited
partners had already received distributions in an amount in excess of the
capital initially contributed to the Partnership by the limited partners, the
Partnership's portion of the net proceeds from the Palmdale System's sale were
distributed 75 percent to the limited partners and 25 percent to the General
Partner. The limited partners of the Partnership, as a group, received
$50,481,940 and the General Partner $16,827,313. The limited partners'
distribution represented $213 for each $500 limited partnership interest, or
$426 for each $1,000 invested in the Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $767 for each $500 limited
partnership interest, or $1,534 for each $1,000 invested in the Partnership.
Although the sale of the Palmdale System represented the sale of the only
remaining operating asset of the Venture, the Venture and the Partnership will
not be dissolved until after all pending litigation relating to the Venture and
the Partnership has been resolved and terminated. (See Part II, Item 1).
Because the Venture has sold all of its assets and no further distributions
are expected to be made, transfers of limited partnership interests would have
no economic or practical value. The General Partner therefore has determined, in
accordance with the authority granted to it under Section 3.5 of the
Partnership's limited partnership agreement, that it will not process any
transfers of limited partnership interests in the Partnership during the
remainder of the Partnership's term.
RESULTS OF OPERATIONS
- ---------------------
Due to the Palmdale System sale on December 31, 1998, which was the
Venture's last remaining operating asset, a discussion of results of operations
would not be meaningful. Other expense of $185,690 incurred in the first nine
months of 1999 primarily related to various costs associated with the sale of
the Venture's systems and the administration of the Venture and its constituent
partnerships.
7
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Since September 1995, the General Partner has been a defendant in a
consolidated civil action filed by limited partners of Cable TV Fund 12-D, Ltd.
captioned David Hirsch, Marty, Inc. Pension Plan (by its trustee and
----------------------------------------------------------
beneficiary, Martin Ury) and Jonathan and Eileen Fussner, derivatively on behalf
- --------------------------------------------------------------------------------
of Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D,
- -----------------------------------------------------------------------------
Ltd., plaintiffs v. 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 (District Court, Arapahoe County, State of
- ------------------------------
Colorado, Case No. 95-CV-1800, Division 3). The consolidated complaint generally
alleged that the General Partner breached its fiduciary duty to the plaintiffs
and to the other limited partners of the three named partnerships and to the
Cable TV Fund 12-BCD Venture (the "Venture") in connection with the Venture's
sale of the Tampa, Florida cable television system (the "Tampa System") to a
subsidiary of the General Partner and the subsequent trade of the Tampa System
and other cable systems owned by the General Partner in exchange for cable
television systems owned by an unaffiliated cable system operator. The
consolidated complaint also set forth a claim for breach of contract and a claim
for breach of the implied covenant of good faith and fair dealing. Among other
things, the plaintiffs asserted that the subsidiary of the General Partner that
acquired the Tampa System paid an inadequate price for it. The price paid for
the Tampa System was determined by the average of three separate, independent
appraisals of the Tampa System's fair market value as required by the terms of
the limited partnership agreements of the three named partnerships. The
plaintiffs also challenged the adequacy and independence of the appraisals. The
consolidated complaint sought compensatory damages, an award of attorneys' fees,
punitive damages and certain equitable relief. On October 25, 1999, the district
court granted the General Partner's renewed motion to dismiss or for summary
judgment based upon the August 1998 report of independent counsel, which had
concluded that the plaintiffs' claims are not meritorious. The plaintiffs have
the right to appeal this decision. Pursuant to the indemnification provisions of
Section 9.6 of the Partnership's limited partnership agreement, the General
Partner may be entitled to indemnification from the Partnership for the legal
fees and expenses incurred by the General Partner in the defense of this
litigation. The General Partner has not yet determined whether it will seek
indemnification from the Partnership for such legal fees and expenses.
In June 1999, the General Partner was named a defendant in a case captioned
City Partnership Co., derivatively on behalf of Cable TV Fund 12-C, Ltd., Cable
- -------------------------------------------------------------------------------
TV Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture, plaintiff v. Jones
- -----------------------------------------------------------------------
Intercable, Inc., defendant and Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D,
- -----------------------------------------------------------------------------
Ltd. and Cable TV Fund 12-BCD Venture, nominal defendants (U.S. District Court,
- ---------------------------------------------------------
District of Colorado, Civil Action No. 99-WM-1151) brought by City Partnership
Co., a limited partner of the named partnerships. The plaintiff's complaint
alleges that the General Partner breached its fiduciary duty to the plaintiff
and to the other limited partners of the partnerships and to Cable TV Fund 12-
BCD Venture (the "Venture") in connection with the Venture's sale of the
Palmdale, California cable television system (the "Palmdale System") to a
subsidiary of the General Partner in December 1998. The complaint alleges that
the General Partner acquired the Palmdale System at an unfairly low price that
did not accurately reflect the market value of the Palmdale System. The
plaintiff also alleges that the proxy solicitation materials delivered to the
limited partners of the partnerships in connection with the votes of the limited
partners on the Venture's sale of the Palmdale System contained inadequate and
misleading information concerning the state of the market for cable systems and
the fairness of the transaction, which the plaintiff claims caused the General
Partner to breach its fiduciary duty of candor to the limited partners and which
the plaintiff claims constituted acts and omissions in violation of Section
14(a) of the Securities Exchange Act of 1934, as amended. Plaintiff also claims
that the General Partner breached the contractual provision of the partnerships'
limited partnership agreements requiring that the sale price be determined by
the average of three separate, independent appraisals, challenging both the
independence and the currency of the appraisals. The complaint finally seeks
declaratory injunctive relief to prevent the General Partner from making use of
the partnerships' funds to finance the General Partner's defense of this
litigation. The General Partner has filed motions to dismiss certain of the
plaintiff's claims for relief. The General Partner believes that the procedures
followed by it in conducting the votes of the limited partners of the
partnerships on the sale of the Palmdale System, including the fairness opinion
in the proxy statements delivered to the limited partners of the partnerships,
were proper and that the Venture's sale of the Palmdale System at a price
determined by averaging three separate, independent appraisals was in accordance
with the express provisions of the partnerships' limited partnership agreements.
The General Partner intends to defend this lawsuit vigorously.
In August 1999, the General Partner was named a defendant in a case
captioned Gramercy Park Investments, LP, Cobble Hill Investments, LP and
--------------------------------------------------------------
Madison/AG Partnership Value Partners II, plaintiffs v. Jones Intercable, Inc.
- ------------------------------------------------------------------------------
and Glenn R. Jones, defendants, and Cable TV Fund 12-B, Ltd., Cable TV Fund 12-
- -------------------------------------------------------------------------------
C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV
- -------------------------------------------
8
<PAGE>
Fund 14-A, Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District
- ----------------------------------------------------------------
Court, District of Colorado, Civil Action No. 99-B-1508)("Gramercy Park")
brought as a class and derivative action by limited partners of the named
partnerships. The plaintiffs' complaint alleges that the defendants made false
and misleading statements to the limited partners of the named partnerships in
connection with the solicitation of proxies and the votes of the limited
partners on the sales of the Albuquerque, Palmdale, Littlerock and Calvert
County cable communication systems by the named partnerships to the General
Partner or one of its subsidiaries in violation of Sections 14 and 20 of the
Securities Exchange Act of 1934, as amended. The plaintiffs specifically allege
that the proxy statements delivered to the limited partners in connection with
the limited partners' votes on these sales were false, misleading and failed to
disclose material facts necessary to make the statements made not misleading.
The plaintiffs' complaint also alleges that the defendants breached their
fiduciary duties to the plaintiffs and to the other limited partners of the
named partnerships and to the named partnerships in connection with the various
sales of the Albuquerque, Palmdale, Littlerock and Calvert County cable
communications systems to subsidiaries of the General Partner. The complaint
alleges that the General Partner acquired these cable communications systems at
unfairly low prices that did not accurately reflect the market values of the
systems. The plaintiffs seek on their own behalf and on behalf of all other
limited partners compensatory and nominal damages, the costs and expenses of the
litigation, including reasonable attorneys' and experts' fees, and punitive and
exemplary damages.
In September 1999, the General Partner was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
--------------------------------------------------------------------
Jones Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B,
- -----------------------------------------------------------------------------
Ltd., Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A,
- -----------------------------------------------------------------------------
Ltd. and Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court,
- -----------------------------------------------------
District of Colorado, Civil Action No. 99-WM-1702)("Schumacher") brought as a
class and derivative action by three limited partners of the named partnerships.
The substance of the plaintiffs' complaint is similar to the allegations raised
in the Gramercy Park case.
-------------
In September 1999, the General Partner was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
----------------------------------------------------------------------
Intercable, Inc. and Glenn R. Jones, defendants and Cable TV Fund 12-B, Ltd.,
- -----------------------------------------------------------------------------
Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D, Ltd., Cable TV Fund 14-A, Ltd. and
- --------------------------------------------------------------------------------
Cable TV Fund 14-B, Ltd., nominal defendants (U.S. District Court, District of
- --------------------------------------------
Colorado, Civil Action No. 99-B-1778)("Margolin") brought as a class and
derivative action by three limited partners of the named partnerships. The
substance of the plaintiffs' complaint is similar to the allegations raised in
the Gramercy Park case.
-------------
The General Partner believes that the procedures followed by it in
conducting the votes of the limited partners of the various partnerships on the
sales of the Albuquerque, Palmdale, Littlerock and Calvert County systems and
the disclosures in the proxy statements delivered to the limited partners in
connection with the limited partners' votes on these sales were proper and
complete, and the General Partner believes that the various sale transactions
were fair because they were at prices determined by averaging three separate,
independent appraisals of the various cable communications systems sold in
accordance with the express provisions of the partnerships' limited partnership
agreements. The General Partner intends to defend these lawsuits vigorously.
In September 1999, the General Partner filed a motion in the United States
District Court for the District of Colorado seeking an order consolidating all
of the cases challenging the General Partner's acquisitions of the Albuquerque,
Palmdale, Littlerock and Calvert County systems because these cases involve
common questions of law and fact. A court-mandated settlement conference
relating to all of these cases filed in United States District Court for the
District of Colorado occurred on November 2, 1999 and another such meeting has
been scheduled for March 14, 2000.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
9
<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 thereunto duly authorized.
CABLE TV FUND 12-D, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Lawrence S. Smith
----------------------------------
Lawrence S. Smith
Principal Accounting Officer
By: /S/ Joseph J. Euteneuer
----------------------------------
Joseph J. Euteneuer
Vice President (Authorized Officer)
Dated: November 12, 1999
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,285,517
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,285,517
<CURRENT-LIABILITIES> 38,958
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,246,559
<TOTAL-LIABILITY-AND-EQUITY> 2,285,517
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 185,690
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (140,270)
<INCOME-TAX> 0
<INCOME-CONTINUING> (140,270)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (140,270)
<EPS-BASIC> (.59)
<EPS-DILUTED> (.59)
</TABLE>
