FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[_] 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 its charter)
Colorado 84-1010423
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(State of Organization) (IRS Employer Identification No.)
c/o Comcast Corporation, 1500 Market Street,
- --------------------------------------------
Philadelphia, Pennsylvania 19102-2148 (215) 665-1700
- -------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's telephone no. including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests
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
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes X No ___
---
Aggregate market value of the voting stock held by non-affiliates of the
registrant: [Not Applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. X
-----
DOCUMENTS INCORPORATED BY REFERENCE: None
This Annual Report on Form 10-K is for the year ending December 31, 2000.
This Annual Report modifies and supersedes documents filed by the Partnership
prior to the filing of this Annual Report. The Securities and Exchange
Commission (the "SEC") allows the Partnership to "incorporate by reference" into
this Annual Report information that it files with the SEC, which means that the
Partnership can disclose important information to limited partners by referring
them directly to those documents. Information incorporated by reference is
considered to be part of this Annual Report. In addition, information that the
Partnership files with the SEC in the future will automatically update and
supersede information contained in this Annual Report. Certain information
contained in this Annual Report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, included in this Annual
Report that address activities, events or developments that the Partnership or
the General Partner expects, believes or anticipates will or may occur in the
future are forward-looking statements. These forward-looking statements are
based upon certain assumptions and are subject to risks and uncertainties.
Actual events or results may differ from those discussed in the forward-looking
statements as a result of various factors.
PART I.
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ITEM 1. BUSINESS
-----------------
The Partnership. Cable TV Fund 12-D, Ltd. (the "Partnership") is a Colorado
limited partnership that was formed pursuant to the public offering of limited
partnership interests in the Cable TV Fund 12 Limited Partnership Program (the
"Program"). Comcast Cable Communications, Inc., a Delaware corporation, is the
general partner of the Partnership (the "General Partner"). Cable TV Fund 12-B,
Ltd. ("Fund 12-B") and Cable TV Fund 12-C, Ltd. ("Fund 12-C") are other
partnerships that were formed pursuant to the Program. In 1986, the
Partnership, Fund 12-B and Fund 12-C formed a general partnership known as Cable
TV Fund 12-BCD Venture (the "Venture"), in which the Partnership owns a 76%
interest, Fund 12-B owns a 9% interest and Fund 12-C owns a 15% interest. The
Partnership and the Venture were formed for the purpose of acquiring and
operating cable television systems. The Partnership does not own any cable
television systems. The Partnership's sole asset is its 76% interest in the
Venture. The Venture no longer owns any cable television systems.
New General Partner. On April 7, 1999, Comcast Corporation ("Comcast")
completed the acquisition of a controlling interest in Jones Intercable, Inc.
("Jones Intercable"), the Partnership's general partner until March 2, 2000. In
December 1999, Comcast and Jones Intercable entered into a definitive merger
agreement pursuant to which Comcast agreed to acquire all of the outstanding
shares of Jones Intercable not yet owned by Comcast. On March 2, 2000, Jones
Intercable was merged with and into Comcast JOIN Holdings, Inc., a wholly owned
subsidiary of Comcast. As a result of this transaction, Jones Intercable no
longer exists and Comcast JOIN Holdings, Inc. continued as the surviving
corporation of the merger. On August 1, 2000, Comcast JOIN Holdings, Inc. was
merged with and into Comcast Cable Communications, Inc. ("Comcast Cable"), an
indirect wholly owned subsidiary of Comcast. Comcast Cable is now the general
partner of the Partnership. References in this Annual Report to "the General
Partner" refer to Comcast Cable. The General Partner shares corporate offices
with Comcast at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148.
ITEM 2. PROPERTIES
-------------------
As of December 31, 2000, neither the Partnership nor the Venture owned any
cable television systems.
2
ITEM 3. LEGAL PROCEEDINGS
--------------------------
Litigation Challenging Jones Intercable's Acquisitions of the Albuquerque and
Palmdale Systems
In June 1999, Jones Intercable 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-1155) brought by City Partnership
Co., a limited partner of the named partnerships. The plaintiff's complaint
alleges that Jones Intercable breached its fiduciary duty to the plaintiff and
to the other limited partners of the partnerships and to the Venture in
connection with the Venture's sale of the Palmdale, California cable television
system (the "Palmdale System") to a subsidiary of Jones Intercable in December
1998. The complaint alleges that Jones Intercable 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 fairness
of the transaction, which the plaintiff claims caused Jones Intercable 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 Jones
Intercable 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 Jones Intercable from making use of the
partnerships' funds to finance Jones Intercable's defense of this litigation.
In August 1999, Jones Intercable 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 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
Jones Intercable 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 Jones Intercable. The complaint
alleges that Jones Intercable 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, Jones Intercable was named a defendant in a case
captioned Mary Schumacher, Charles McKenzie and Geraldine Lucas, plaintiffs v.
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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.
-------------
3
In September 1999, Jones Intercable was named a defendant in a case
captioned Robert Margolin, Henry Wahlgren and Joan Wahlgren, plaintiffs v. Jones
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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.
-------------
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County systems because these cases involve common questions of law and fact.
During 2000, the District Court denied Jones Intercable's pending motions to
dismiss these cases, and, in February 2001, a scheduling conference was held
among the parties to this litigation at which the District Court set deadlines
for the various activities in these cases. No discovery has yet occurred, but
discovery is expected to begin in 2001 and continue into 2002.
The General Partner believes that the procedures followed by Jones
Intercable 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.
Litigation Relating to Limited Partnership List Requests
In July 1999, Jones Intercable, each of its subsidiaries that served as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632). In March 2000, Jones Intercable was merged
with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast
Corporation. In August 2000, Comcast JOIN Holdings, Inc. was merged with and
into Comcast Cable Communications, Inc., an indirect wholly owned subsidiary of
Comcast Corporation. As a result of these transactions, Jones Intercable no
longer exists and Comcast Cable Communications, Inc. is now the general partner
or the parent of the managing general partner of each of the defendant
partnerships.
Plaintiffs allege that certain of them formed a plan to acquire up to 4.9%
of the limited partnership interests in each of the managed partnerships named
as defendants, and that plaintiffs were frustrated in this purpose by Jones
Intercable's alleged refusal to provide plaintiffs with lists of the names and
addresses of the limited partners of these partnerships. The complaint alleges
that Jones Intercable's actions constituted a breach of contract, a breach of
Jones Intercable's implied covenant of good faith and fair dealing owed to the
plaintiffs as limited partners, a breach of Jones Intercable's fiduciary duty
owed to the plaintiffs as limited partners and tortious interference with
prospective economic advantage. Plaintiffs allege that Jones Intercable's
failure to provide them with the partnership lists prevented them from making
their tender offers and that they have been injured by such action in an amount
to be proved at trial, but not less than $17 million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs leave to amend their complaint to attempt to cure the deficiencies in
the pleadings. The plaintiffs filed their first amended complaint in January
2000. Defendants demurred to the amended complaint in March 2000. In May 2000,
the Court sustained the defendants' demurrers without leave to amend as to all
plaintiffs except KM Investments, the sole plaintiff that was a limited partner
in any of the partnerships, thereby dismissing all claims on the merits
4
except those of KM Investments. By a stipulation of the parties entered by the
Court in July 2000, the claims of KM Investments were stayed and a final
judgment as to claims of the other plaintiffs were entered, thereby facilitating
an appeal in the action without the need for pretrial, and potentially trial,
proceedings as to KM Investments alone. In August 2000, all plaintiffs except KM
Investments filed a notice of appeal of the judgment of the Court. Briefing in
that appeal, which is to the California State Court of Appeal for the Second
Appellate District, is now underway. The appellants' brief was filed in January
2001 and respondents' responsive brief was filed in March 2001. Appellants now
have the opportunity to file a reply brief and the Court of Appeal will schedule
an oral argument on the matter.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend this lawsuit vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
None.
PART II.
--------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
-------------------------------------------------
AND RELATED SECURITY HOLDER MATTERS
-----------------------------------
While the Partnership is publicly held, there is no public market for the
limited partnership interests, and it is not expected that a market will develop
in the future. As of December 31, 2000, the number of equity security holders
in the Partnership was 16,380.
5
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
For the Year Ended December 31,
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Cable TV Fund 12-D, Ltd./(a)/ 2000 1999 1998 1997 1996
- ---------------------------- ---------------- -------------- ------------- ------------- -------------
Revenues $ -- $ -- $ 59,492,754 $ 82,675,018 $ 82,363,752
Depreciation and Amortization -- -- 16,500,689 21,837,251 22,142,809
Operating Income -- -- 3,924,809 6,129,688 1,880,308
Minority Interest in Consolidated
(Income) Loss (16,924) 25,706 (59,864,240) 1,173,555 (15,248,079)
Net Income (Loss) (148,009) (79,388) 183,858,739/(c)/ (3,624,693) 47,090,757/(b)/
Net Income (Loss) per Limited
Partnership Unit (.47) (0.25) 683.15/(c)/ (15.12) 193.47/(b)/
Weighted Average Number of Limited
Partnership Units Outstanding 237,339 237,339 237,339 237,339 237,339
General Partner's Capital (Deficit) 402,499 439,501 459,348 (108,581) (72,334)
Limited Partners' Capital (Deficit) 1,207,489 1,318,496 1,378,037 (20,175,212) (16,586,766)
Total Assets 1,613,430 2,327,155 69,325,751 124,269,504 120,899,336
Debt -- -- -- 144,308,462 138,345,878
General Partner Advances 3,442 -- -- -- --
(a) The above financial information historically represents the consolidated
operations of Cable TV Fund 12-D, Ltd., including Cable TV Fund 12-BCD
Venture ("the Venture"), in which Cable TV Fund 12-D, Ltd. has a 76 percent
equity interest.
(b) Net income resulted primarily from the sale of the Tampa System by Cable TV
Fund 12-BCD Venture in February 1996.
(c) Net income resulted primarily from the sales of the Albuquerque System and
the Palmdale System by Cable TV Fund 12-BCD Venture in June 1998 and
December 1998, respectively.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- --------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
The following discussion contains, in addition to historical
information, forward-looking statements that are based upon certain assumptions
and are subject to a number of risks and uncertainties.
FINANCIAL CONDITION
- -------------------
Cable TV Fund 12-D, Ltd.
- ------------------------
The Venture was liquidated in 2000 and therefore, the Partnership has
no investment in the Venture at December 31, 2000. The only asset of the
Partnership at December 31, 2000 was its cash on hand of approximately
$1,613,000, which will be held in reserve and used to pay the administrative
expenses of the Partnership until it is dissolved. The Partnership and the
Venture will not be dissolved until after all pending litigation relating to the
Partnership and the Venture has been resolved and terminated.
Cable TV Fund 12-BCD Venture
- ----------------------------
The Venture sold the Albuquerque System and the Palmdale System to a
subsidiary of Jones Intercable in 1998. Since the sale of the Palmdale System
represented the sale of the only remaining operating asset of the Venture, the
Venture was liquidated in 2000.
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.
RESULTS OF OPERATIONS
- ---------------------
The Venture was liquidated in 2000 and the Partnership conducted no
operations in 2000; therefore, a discussion of results of operations would not
be meaningful. Other expense incurred by the Partnership of $215,320 in 2000
primarily related to various costs associated with the administration of the
Partnership. The Venture earned interest income of $69,191 on its cash balance
on hand until the Venture was liquidated and its cash was distributed to its
Venture parters. Other expense incurred by the Venture of $381,802 in 1999
primarily related to various costs associated with the administration of the
Venture.
6
ITEM 8. FINANCIAL STATEMENTS
- -----------------------------
The audited financial statements of the Partnership for the years ended
December 31, 2000 and 1999 follow.
7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of Cable TV Fund 12-D, Ltd.:
We have audited the accompanying consolidated balance sheets of CABLE
TV FUND 12-D, LTD. (a Colorado limited partnership) and subsidiary as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, partners' capital (deficit) and cash flows for each of the three
years in the period ended December 31, 2000. These consolidated financial
statements are the responsibility of the general partner's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Cable TV Fund 12-D, Ltd. and subsidiary as of December 31, 2000 and 1999, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
Denver, Colorado,
February 23, 2001.
8
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS December 31, December 31,
------ 2000 1999
------------- -------------
Cash $ 1,613,430 $ 302
Receivable from affiliates -- 2,326,853
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Total assets $ 1,613,430 $ 2,327,155
============= =============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
General Partner Advances $ 3,442 $ --
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Total liabilities 3,442 --
COMMITMENTS AND CONTINGENCIES (Note 5)
MINORITY INTEREST IN JOINT VENTURE -- 569,158
------------- -------------
PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (21,153,765) (21,153,765)
Accumulated earnings 21,555,264 21,592,266
------------- -------------
402,499 439,501
------------- -------------
Limited Partners-
Net contributed capital (237,339 units
outstanding at December 31, 2000 and
December 31, 1999) 102,198,175 102,198,175
Distributions (182,130,796) (182,130,796)
Accumulated earnings 81,140,110 81,251,117
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1,207,489 1,318,496
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Total liabilities and partners' capital $ 1,613,430 $ 2,327,155
============= =============
The accompanying notes to consolidated financial statements are an integral part
of these consolidated balance sheets.
9
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
For the Year Ended December 31,
-----------------------------------------------
2000 1999 1998
------------- ------------- -------------
REVENUES $ -- $ -- $ 59,492,754
COSTS AND EXPENSES:
Operating expenses -- -- 32,547,366
Management fees and allocated
overhead from Jones Intercable -- -- 6,519,890
Depreciation and amortization -- -- 16,500,689
------------- ------------- -------------
OPERATING INCOME -- -- 3,924,809
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest expense (3,243) 15,013 (7,031,582)
Interest income 87,478 276,708 --
Gain on sales of cable television systems -- -- 248,449,739
Other, net (215,320) (396,815) (1,619,987)
------------- ------------- -------------
Total other income (expense), net (131,085) (105,094) 239,798,170
------------- ------------- -------------
CONSOLIDATED NET INCOME (LOSS) (131,085) (105,094) 243,722,979
MINORITY INTEREST IN
CONSOLIDATED NET INCOME (LOSS) (16,924) 25,706 (59,864,240)
------------- ------------- -------------
NET INCOME (LOSS) $ (148,009) $ (79,388) $ 183,858,739
============= ============= =============
ALLOCATION OF NET INCOME (LOSS):
General Partner $ (37,002) $ (19,847) $ 21,721,694
============= ============= =============
Limited Partners $ (111,007) $ (59,541) $ 162,137,045
============= ============= =============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (0.47) $ (0.25) $ 683.15
============= ============= =============
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS OUTSTANDING 237,339 237,339 237,339
============= ============= =============
The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
10
CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
------------------------------------------------------
For the Year Ended December 31,
-----------------------------------------------
2000 1999 1998
------------- ------------- -------------
GENERAL PARTNER:
Balance, beginning of year $ 439,501 $ 459,348 $ (108,581)
Distribution -- -- (21,153,765)
Net income (loss) for the year (37,002) (19,847) 21,721,694
------------- ------------- -------------
Balance, end of year $ 402,499 $ 439,501 $ 459,348
============= ============= =============
LIMITED PARTNERS:
Balance, beginning of year $ 1,318,496 $ 1,378,037 $ (20,175,212)
Distribution -- -- (140,583,796)
Net income (loss) for the year (111,007) (59,541) 162,137,045
------------- ------------- -------------
Balance, end of year $ 1,207,489 $ 1,318,496 $ 1,378,037
============= ============= =============
The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
11
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
For the Year Ended December 31,
-----------------------------------------------
2000 1999 1998
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ (148,009) $ (79,388) $ 183,858,739
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization -- -- 16,500,689
Gain on sales of cable television systems -- -- (248,449,739)
Minority interest in consolidated income (loss) 16,924 (25,706) 59,864,240
Decrease in trade receivables, net -- -- 4,456,904
Decrease in deposits, prepaid expenses
and deferred charges -- -- 1,625,590
Decrease in accounts payable and accrued liabilities
and subscriber prepayments -- (18,000) (7,083,021)
Transactions with affiliates 2,330,295 (2,376,604) --
------------- ------------- -------------
Net cash provided by (used in) operating activities 2,199,210 (2,499,698) 10,773,402
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net -- -- (12,774,851)
Proceeds from sales of cable television systems -- -- 361,168,467
------------- ------------- -------------
Net cash provided by investing activities -- -- 348,393,616
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings -- -- 12,236,298
Repayment of debt -- -- (156,544,760)
Distribution to limited partners -- (50,481,940) (90,101,856)
Distribution to general partner -- -- (21,153,765)
Distribution to venture partners (586,082) (16,343,811) (36,019,628)
------------- ------------- -------------
Net cash used in financing activities (586,082) (66,825,751) (291,583,711)
------------- ------------- -------------
Increase (decrease) in cash 1,613,128 (69,325,449) 67,583,307
Cash, beginning of year 302 69,325,751 1,742,444
------------- ------------- -------------
Cash, end of year $ 1,613,430 $ 302 $ 69,325,751
============= ============= =============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 2,662 $ -- $ 9,296,224
============= ============= =============
NON-CASH TRANSACTIONS:
Accrued Distributions $ -- $ -- $ 66,825,751
============= ============= =============
The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
12
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------
Formation and Business
----------------------
Cable TV Fund 12-D, Ltd. ("Fund 12-D" or the "Partnership"), a Colorado
limited partnership, was formed on February 5, 1986, under a public program
sponsored by Jones Intercable, Inc. ("Jones Intercable"). Fund 12-D was formed
to acquire, construct, develop and operate cable television systems.
Formation of Joint Venture
--------------------------
On March 17, 1986, Cable TV Fund 12-B, Ltd. ("Fund 12-B"), Cable TV
Fund 12-C, Ltd. ("Fund 12-C") and Fund 12-D (collectively, the "Venture
Partners") formed Cable TV Fund 12-BCD Venture (the "Venture"). The Venture was
formed for the purpose of acquiring certain cable television systems. The
Venture owned the cable television systems serving Tampa, Florida (the "Tampa
System"), Albuquerque, New Mexico (the "Albuquerque System") and Palmdale,
California (the "Palmdale System"). The Venture was liquidated in 2000, and
therefore, the Partnership has no investment in the Venture at December 31,
2000.
New General Partner
-------------------
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, the Partnership's
general partner until March 2, 2000. In December 1999, Comcast and Jones
Intercable entered into a definitive merger agreement pursuant to which Comcast
agreed to acquire all of the outstanding shares of Jones Intercable not yet
owned by Comcast. On March 2, 2000, Jones Intercable was merged with and into
Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast. As a result
of this transaction, Jones Intercable no longer exists and Comcast JOIN
Holdings, Inc. continued as the surviving corporation of the merger. On August
1, 2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable
Communications, Inc. ("Comcast Cable"), an indirect wholly owned subsidiary of
Comcast. Comcast Cable is now the general partner of the Partnership. References
in these Notes to "the General Partner" refer to Comcast Cable. The General
Partner shares corporate offices with Comcast at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148.
Cable Television System Sales by the Venture
--------------------------------------------
On June 30, 1998, the Venture sold the Albuquerque System to a
subsidiary of Jones Intercable. The sales price of the Albuquerque System was
$222,963,267. This sales price represented the average of three separate
independent appraisals of the fair market value of the Albuquerque System. Upon
the sale of the Albuquerque System, the Venture repaid its outstanding Senior
Notes balance of $41,544,890 plus accrued interest, plus a make whole premium of
$1,332,823 and, as permitted by an amendment to the Venture's credit facility,
the Venture distributed $125,000,000 to the three constituent partnerships of
the Venture in proportion to their ownership interests in the Venture. The
remaining proceeds were used to repay a portion of the outstanding balance and
accrued interest on its credit facility. The Partnership received $94,428,308,
or 76 percent of the $125,000,000 distribution, which the Partnership
distributed to its partners of record as of the closing date of the sale of the
Albuquerque System. This distribution was made to the limited partners in July
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 net proceeds from the Albuquerque System's sale were
distributed 75 percent to the limited partners and 25 percent to Jones
Intercable. The limited partners of the Partnership, as a group, received
$90,101,856 and Jones Intercable received $4,326,452. Such distribution
represented $380 for each $500 limited partnership interest, or $760 for each
$1,000 invested in the Partnership.
On December 31, 1998, the Venture sold the Palmdale System to a
subsidiary of Jones Intercable 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
13
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 Jones
Intercable. The limited partners of the Partnership, as a group, received
$50,481,940 and Jones Intercable received $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.
Contributed Capital
-------------------
The capitalization of Fund 12-D is set forth in the accompanying
Consolidated Statements of Partners' Capital (Deficit). No limited partner is
obligated to make any additional contributions to partnership capital.
Jones Intercable purchased its general partner interest in Fund 12-D by
contributing $1,000 to partnership capital. Comcast Cable now owns this general
partner interest.
All profits and losses of Fund 12-D are allocated 99 percent to the
limited partners and 1 percent to the general partner, except for income or gain
from the sale or disposition of cable television properties, which were
allocated to the partners based upon the formula set forth in the partnership
agreement, and interest income earned prior to the first acquisition by Fund
12-D of a cable television system, which was allocated 100 percent to the
limited partners.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Accounting Records
------------------
The accompanying consolidated financial statements have been prepared
on the accrual basis of accounting in accordance with accounting principles
generally accepted in the United States. Fund 12-D's tax returns were also
prepared on the accrual basis.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements historically include
100 percent of the accounts of Fund 12-D and those of the Venture reduced by the
approximate 24 percent minority interest in the Venture. All inter-partnership
accounts and transactions have been eliminated.
Cash and Cash Equivalents
-------------------------
For purposes of the Statements of Cash Flows, the Venture and the
Partnership considered all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Reclassifications
-----------------
Certain prior year amounts have been reclassified to conform with the
2000 presentation.
14
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
----------------------------------------------------
Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------
Jones Intercable managed Fund 12-D 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.
Jones Intercable did not receive a management fee after December 31, 1998.
Management fees paid to Jones Intercable by the Venture were $2,974,638 during
1998, of which $2,247,041 was attributable to the Partnership.
Any partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) were allocated 99 percent to the limited partners
and 1 percent to general partner. Any distributions other than interest income
on limited partnership subscriptions earned prior to the acquisition of Fund
12-D's first cable television system or from cash flow, such as from the sale or
refinancing of a system or upon dissolution of the Partnership, were made as
follows: first, to the limited partners in an amount which, together with all
prior distributions, equaled the amount initially contributed by the limited
partners; the balance, 75 percent to the limited partners and 25 percent to the
general partner.
The Partnership reimburses its 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 Partnership. Such
services, and their related costs, are necessary to the administration of the
Partnership until the Partnership is dissolved. Reimbursements made to the
general partner by the Partnership for administrative expenses were $139,013 in
2000. Reimbursements made to the general partner by the Venture for overhead and
administrative expenses were $101,073 and $3,545,252 in 1999 and 1998,
respectively, of which $76,350 and $2,678,083 were attributable to the
Partnership in 1999 and 1998, respectively. Such charges were included in
operating costs in the accompanying Consolidated Statements of Operations during
the periods that the Venture operated its cable television systems. Subsequent
to the sale of the Venture's final cable television system, such charges were
included in Other, net in the accompanying Consolidated Statements of
Operations.
The Partnership was charged interest during 2000 at an average rate of
7.74 percent on amounts due the general partner, which approximated the general
partner's weighted average cost of borrowing. Total interest charged to the
Partnership by the general partner in 2000 was $3,243, net of interest earned by
the Partnership on amounts outstanding due from the general partner.
Payments to/from Affiliates for Programming Services
----------------------------------------------------
Prior to the sale of its cable television systems in 1998, the Venture
received programming from Superaudio, Knowledge TV, Inc., Great American
Country, Inc. and Product Information Network, all of which were affiliates of
Jones Intercable until April 7, 1999 (see Note 1).
Payments to Superaudio by the Venture totaled $90,778 in 1998, of which
$68,574 was attributable to the Partnership. Payments to Knowledge TV, Inc. by
the Venture totaled $97,965 in 1998, of which $74,003 was attributable to the
Partnership. Payments to Great American Country, Inc., by the Venture totaled
$91,227 in 1998, of which $68,913 was attributable to the Partnership.
Prior to the sale of its cable television systems in 1998, the Venture
received a commission from Product Information Network based on a percentage of
advertising sales and number of subscribers. Product Information Network paid
commissions to the Venture totaling $193,110 in 1998, of which $145,875 was
attributable to the Partnership.
(4) INCOME TAXES
------------
Income taxes have not been recorded in the accompanying consolidated
financial statements because they accrue directly to the partners. The federal
and state income tax returns of Fund 12-D are prepared and filed by the general
partner.
Fund 12-D's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable income or loss are subject to
examination by federal and state taxing authorities. If such examinations result
in changes with respect to Fund 12-D's qualification as such, or in changes with
respect to Fund 12-D's recorded income or loss, the tax liability of the general
and limited partners would likely be changed accordingly.
15
(5) COMMITMENTS AND CONTINGENCIES
-----------------------------
Litigation Challenging Jones Intercable's Acquisitions of the Albuquerque and
- --------------------------------------------------------------------------------
Palmdale Systems
- ----------------
In June 1999, Jones Intercable 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-1155) brought by City
Partnership Co., a limited partner of the named partnerships. The plaintiff's
complaint alleges that Jones Intercable breached its fiduciary duty to the
plaintiff and to the other limited partners of the partnerships and to the
Venture in connection with the Venture's sale of the Palmdale, California cable
television system (the "Palmdale System") to a subsidiary of Jones Intercable in
December 1998. The complaint alleges that Jones Intercable 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 fairness
of the transaction, which the plaintiff claims caused Jones Intercable 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 Jones
Intercable 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 Jones Intercable from making use of the
partnerships' funds to finance Jones Intercable's defense of this litigation.
In August 1999, Jones Intercable 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 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 Jones Intercable 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 Jones
Intercable. The complaint alleges that Jones Intercable 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, Jones Intercable 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, Jones Intercable 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.
-------------
In November 1999, the United States District Court for the District of
Colorado entered an order consolidating all of the cases challenging Jones
Intercable's acquisitions of the Albuquerque, Palmdale, Littlerock and Calvert
County systems
16
because these cases involve common questions of law and fact. During 2000, the
District Court denied Jones Intercable's pending motions to dismiss these cases,
and, in February 2001, a scheduling conference was held among the parties to
this litigation at which the District Court set deadlines for the various
activities in these cases. No discovery has yet occurred, but discovery is
expected to begin in 2001 and continue into 2002.
The General Partner believes that the procedures followed by Jones
Intercable 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.
Litigation Relating to Limited Partnership List Requests
- --------------------------------------------------------
In July 1999, Jones Intercable, each of its subsidiaries that served as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632). In March 2000, Jones Intercable was merged
with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast
Corporation. In August 2000, Comcast JOIN Holdings, Inc. was merged with and
into Comcast Cable Communications, Inc., an indirect wholly owned subsidiary of
Comcast Corporation. As a result of these transactions, Jones Intercable no
longer exists and Comcast Cable Communications, Inc. is now the general partner
or the parent of the managing general partner of each of the defendant
partnerships.
Plaintiffs allege that certain of them formed a plan to acquire up to
4.9 percent of the limited partnership interests in each of the managed
partnerships named as defendants, and that plaintiffs were frustrated in this
purpose by Jones Intercable's alleged refusal to provide plaintiffs with lists
of the names and addresses of the limited partners of these partnerships. The
complaint alleges that Jones Intercable's actions constituted a breach of
contract, a breach of Jones Intercable's implied covenant of good faith and fair
dealing owed to the plaintiffs as limited partners, a breach of Jones
Intercable's fiduciary duty owed to the plaintiffs as limited partners and
tortious interference with prospective economic advantage. Plaintiffs allege
that Jones Intercable's failure to provide them with the partnership lists
prevented them from making their tender offers and that they have been injured
by such action in an amount to be proved at trial, but not less than $17
million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs' leave to amend their complaint to attempt to cure the deficiencies
in the pleadings. The plaintiffs filed their first amended complaint in January
2000. Defendants demurred to the amended complaint in March 2000. In May 2000,
the Court sustained the defendants' demurrers without leave to amend as to all
plaintiffs except KM Investments, the sole plaintiff that was a limited partner
in any of the partnerships, thereby dismissing all claims on the merits except
those of KM Investments. By a stipulation of the parties entered by the Court in
July 2000, the claims of KM Investments were stayed and a final judgment as to
claims of the other plaintiffs were entered, thereby facilitating an appeal in
the action without the need for pretrial, and potentially trial, proceedings as
to KM Investments alone. In August 2000, all plaintiffs except KM Investments
filed a notice of appeal of the judgment of the Court. Briefing in that appeal,
which is to the California State Court of Appeal for the Second Appellate
District, is now underway. The appellants' brief was filed in January 2001 and
respondents' responsive brief was filed in March 2001. Appellants now have the
opportunity to file a reply brief and the Court of Appeal will schedule an oral
argument on the matter.
The General Partner believes that the defendants have defenses to the
plaintiffs' claims for relief and challenges to the plaintiffs' claims for
damages, and the General Partner intends to defend this lawsuit vigorously.
17
(6) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------
Supplementary profit and loss information of the Venture is presented
below:
For the Year Ended December 31,
---------------------------------
2000 1999 1998
------ ------- -----------
Maintenance and repairs $ - $ - $ 394,740
====== ======= ===========
Taxes, other than income
and payroll taxes $ - $ - $ 711,408
====== ======= ===========
Advertising $ - $ - $ 1,260,705
====== ======= ===========
Depreciation of property,
plant and equipment $ - $ - $14,207,696
====== ======= ===========
Amortization of intangible assets $ - $ - $ 2,292,993
====== ======= ===========
18
(7) UNAUDITED SUPPLEMENTARY DATA
----------------------------
Selected unaudited quarterly financial information is presented below:
2000
-------------------------------------------------------------------------------------
Three Months Ended Year Ended
-------------------------------------------------------------------
March 31, June 30, September 30, December 31, December 31,
------------ ---------- -------------- ------------ ------------
Revenues $ -- $ -- $ -- $ -- $ --
Operating loss $ -- $ -- $ -- $ -- $ --
Minority interest in consolidated income $ -- $ (8,058) $ (8,866) $ -- $ (16,924)
Net loss $ (50,707) $ (38,457) $ (23,106) $ (35,739) $(148,009)
Net loss per limited partnership unit $ (0.16) $ (0.12) $ (0.07) $ (0.12) $ (0.47)
Weighted average number of limited
partnership units outstanding 237,339 237,339 237,339 237,339 237,339
1999
-------------------------------------------------------------------------------------
Three Months Ended Year Ended
-------------------------------------------------------------------
March 31, June 30, September 30, December 31, December 31,
------------ ---------- -------------- ------------ ------------
Revenues $ -- $ -- $ -- $ -- $ --
Operating loss $ -- $ -- $ -- $ -- $ --
Minority interest in consolidated
(income) loss $ 110,997 $ (80,311) $ 14,734 $ (19,714) $ 25,706
Net income (loss) $(342,830) $ 248,064 $ (45,504) $ 60,882 $ (79,388)
Net income (loss) per limited
partnership unit $ (1.43) $ 1.03 $ (0.19) $ 0.34 $ (0.25)
Weighted average number of limited
partnership units outstanding 237,339 237,339 237,339 237,339 237,339
19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III.
---------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
The Partnership itself has no officers or directors. Certain information
concerning the directors and executive officers of the General Partner is set
forth below. Directors of the General Partner serve until the next annual
meeting of the General Partner and until their successors shall be elected and
qualified.
Ralph J. Roberts is Chairman of the General Partner's Board of Directors.
Mr. Roberts served as Chairman of Jones Intercable, Inc.'s Board of Directors
from April 1999 until its merger with Comcast JOIN Holdings, Inc. in March 2000.
Mr. Roberts has served as a Director of Comcast Corporation and as the Chairman
of its Board of Directors for more than five years. Mr. Roberts has been the
President and a Director of Sural Corporation, a privately held investment
company that is Comcast Corporation's controlling shareholder, for more than
five years. Mr. Roberts is the father of Brian L. Roberts. He is 81 years old.
Brian L. Roberts is Vice Chairman of the General Partner's Board of
Directors. Mr. Roberts served as President and a Director of Jones Intercable,
Inc. from April 1999 until its merger with Comcast JOIN Holdings, Inc. in March
2000. Mr. Roberts has served as the President and as a Director of Comcast
Corporation for more than five years. Mr. Roberts also serves as Vice President
and as a Director of Sural Corporation. Mr. Roberts is the Principal Executive
Officer of the General Partner and of Comcast Corporation. He also is a
Director of The Bank of New York. Mr. Roberts is a son of Ralph J. Roberts.
He is 41 years old.
Lawrence S. Smith is Executive Vice President and a Director of the General
Partner. Mr. Smith served as an Executive Vice President and a Director of
Jones Intercable, Inc. from April 1999 until its merger with Comcast JOIN
Holdings, Inc. in March 2000. Mr. Smith has served as an Executive Vice
President of Comcast Corporation for more than five years. He is 53 years old.
Stanley L. Wang is Executive Vice President and Secretary and a Director of
the General Partner. Mr. Wang served as Senior Vice President and Secretary and
a Director of Jones Intercable, Inc. from April 1999 until its merger with
Comcast JOIN Holdings, Inc. in March 2000. Mr. Wang has served as an Executive
Vice President of Comcast Corporation since February 2000. Prior to that time,
he served as a Senior Vice President and as Secretary and General Counsel of
Comcast Corporation for more than five years. He is 60 years old.
John R. Alchin is Executive Vice President and Treasurer of the General
Partner. Mr. Alchin served as Senior Vice President and Treasurer and a
Director of Jones Intercable, Inc. from April 1999 until its merger with Comcast
JOIN Holdings, Inc. in March 2000. Mr. Alchin has served as an Executive Vice
President of Comcast Corporation since February 2000. Prior to that time, he
served as a Senior Vice President and as Treasurer of Comcast Corporation for
more than five years. Mr. Alchin is the Principal Financial Officer of the
General Partner and of Comcast Corporation. He is 52 years old.
Lawrence J. Salva joined Comcast Corporation in January 2000 as Senior Vice
President and Chief Accounting Officer. Prior to that time, Mr. Salva was a
national accounting consulting partner in the public accounting firm of
PricewaterhouseCoopers for more than five years. Mr. Salva is a Senior Vice
President and the Principal Accounting Officer of the General Partner and of
Comcast Corporation. He is 45 years old.
20
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
The Partnership has no employees; however, various personnel are required
to administer the financial, tax and legal affairs of the Partnership and to
maintain the books and records of the Partnership. Such personnel are employed
by Comcast and, pursuant to the terms of the limited partnership agreement of
the Partnership, the costs of such employment are charged by Comcast to the
Partnership. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------
As of December 31, 2000, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
The Partnership and the Venture reimburse the Partnership's general partner
for certain allocated overhead and administrative expenses. These expenses
represent the salaries and benefits paid to corporate personnel. Such personnel
provide administrative, tax, accounting, legal and investor relations services
to the Partnership and the Venture. The Partnership and the Venture will
continue to reimburse the Partnership's general partner for actual time spent on
Partnership and Venture business by employees of Comcast until the Partnership
and the Venture are liquidated and dissolved. During the year ended December
31, 2000, such reimbursements made by the Partnership totaled $139,013. The
Venture made no such reimbursements in 2000.
21
PART IV.
--------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
(a) 1. See index to financial statements for list of financial statements and
exhibits thereto filed as a part of this report.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement for Cable TV Fund 12-D, Ltd.
(Incorporated by reference from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1985.)
4.2 Joint Venture Agreement of Cable TV Fund 12-BCD Venture dated as of
March 17, 1986, among Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C,
Ltd. and Cable TV Fund 12-D, Ltd. (Incorporated by reference from the
Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987.)
(b) Reports on Form 8-K.
None.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in Philadelphia,
Pennsylvania.
CABLE TV FUND 12-D, LTD.,
a Colorado limited partnership
By: Comcast Cable Communications, Inc.,
a Delaware corporation,
its general partner
By: /s/ Brian L. Roberts
--------------------
Brian L. Roberts
Dated: March 28, 2001 Vice Chairman; Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Ralph J. Roberts
--------------------
Ralph J. Roberts
Dated: March 28, 2001 Chairman; Director
By: /s/ Brian L. Roberts
--------------------
Brian L. Roberts
Vice Chairman; Director
Dated: March 28, 2001 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
---------------------
Lawrence S. Smith
Dated: March 28, 2001 Executive Vice President; Director
By: /s/ Stanley L. Wang
-------------------
Stanley L. Wang
Dated: March 28, 2001 Executive Vice President; Secretary;
Director
By: /s/ John R. Alchin
------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 28, 2001 (Principal Financial Officer)
By: /s/ Lawrence J. Salva
---------------------
Lawrence J. Salva
Senior Vice President
Dated: March 28, 2001 (Principal Accounting Officer)
23