Exhibit 99.(d)(6)
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, 1997.
[ ] 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: 0-13807
CABLE TV FUND 12-B, LTD.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in charter
Colorado #84-0969999
- --------------------------------------------------------------------------------
State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
----------------------------------
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 ________
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CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
September 30, December 31,
ASSETS 1997 1996
------ ------------- ------------
CASH $ 55,348 $ 55,348
----------- -----------
Total assets $ 55,348 $ 55,348
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
LIABILITIES:
Loss in excess of investment in cable
television joint venture $ 2,293,628 $ 2,151,657
------------ ------------
Total liabilities 2,293,628 2,151,657
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner-
Contributed capital 1,000 1,000
Distributions (14,782,875) (14,782,875)
Accumulated earnings 14,591,127 14,592,547
------------ ------------
(190,748) (189,328)
------------ ------------
Limited Partners-
Net contributed capital (111,035 units
outstanding at September 30, 1997
and December 31, 1996) 47,645,060 47,645,060
Distributions (99,879,837) (99,879,837)
Accumulated earnings 50,187,245 50,327,796
------------ ------------
(2,047,532) (1,906,981)
------------ ------------
Total liabilities and
partners' capital (deficit) $ 55,348 $ 55,348
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
1997 1996 1997 1996
-------- --------- --------- ----------
EQUITY IN NET INCOME (LOSS) OF CABLE
TELEVISION JOINT VENTURE $ 4,289 $(185,496) $(141,971) $5,908,601
-------- --------- --------- ----------
NET INCOME (LOSS) $ 4,289 $(185,496) $(141,971) $5,908,601
======== ========= ========= ==========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 43 $ (1,855) $ (1,420) $ 59,086
======== ========= ========= ==========
Limited Partners $ 4,246 $(183,641) $(140,551) $5,849,515
======== ========= ========= ==========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $.04 $(1.65) $(1.26) $ 52.68
======== ========= ========= ==========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 111,035 111,035 111,035 111,035
======== ========= ========= ==========
The accompanying notes to unaudited financial statements
are an integral part of these statements.
3
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Nine Months Ended
September 30,
---------------------------
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (141,971) $ 5,908,601
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Decrease in closing adjustment receivable - 1,064,238
Equity in net (income) loss of cable television
joint venture 141,971 (5,908,601)
----------- -----------
Net cash provided by operating activities - 1,064,238
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distribution from cable television venture - 5,049,000
----------- -----------
Net cash provided by investing activities - 5,049,000
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to Limited Partners - (4,700,462)
Distributions to General Partner - (1,562,250)
----------- -----------
Net cash used in financing activities - (6,262,712)
----------- -----------
Decrease in cash - (149,474)
Cash, beginning of period 55,348 204,822
----------- -----------
Cash, end of period $ 55,348 $ 55,348
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
=========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these statements.
4
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
NOTES TO UNAUDITED 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 fair 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-B, Ltd. (the
"Partnership") at September 30, 1997 and December 31, 1996, its results of
operations for the three and nine month periods ended September 30, 1997 and
1996 and its cash flows for the nine month periods ended September 30, 1997 and
1996. Results of operations for these periods are not necessarily indicative of
results to be expected for the full year.
The Partnership owns no properties directly. The Partnership owns a 9
percent interest in Cable TV Fund 12-BCD Venture (the "Venture"). The Venture
owns and operates the cable television systems serving certain areas in and
around Albuquerque, New Mexico (the "Albuquerque System") and Palmdale,
California (the "Palmdale System"). The Venture sold the cable television
system serving the areas in and around Tampa, Florida (the "Tampa System") on
February 28, 1996.
(2) On July 28, 1997, the Venture entered into a purchase and sale agreement to
sell the Albuquerque System to the General Partner for a sales price of
$222,963,267, which price represents the average of three separate independent
appraisals of the fair market value of the Albuquerque System. The closing of
this sale is subject to a number of conditions, including the approval of the
holders of a majority of the limited partnership interests in each of the three
partnerships that comprise the Venture and necessary governmental and other
third party consents. Closing is expected to occur late in the first quarter of
1998. Upon the consummation of the sale of the Albuquerque System, the Venture
will repay its outstanding Senior Notes balance of $47,479,874 plus a make whole
premium that, based on current market interest rates, is estimated to total
approximately $3,354,060 and the Venture will repay approximately $49,767,578 of
the then outstanding balance of its credit facility, and then the remaining
$125,000,000 of net sale proceeds will be distributed to the three constituent
partnerships of the Venture in proportion to their ownership interests in the
Venture. The Partnership accordingly will receive 9 percent of such proceeds,
estimated to total approximately $11,474,475, and the Partnership will
distribute this portion of the net sale proceeds to its partners of record as of
the closing date of the sale of the Albuquerque System. Because limited partners
have 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 Albuquerque System's sale
will be distributed 75 percent to the limited partners and 25 percent to the
General Partner. The limited partners of the Partnership, as a group, will
receive approximately $8,605,856 and the General Partner will receive
approximately $2,868,619. Limited partners will receive $78 for each $500
limited partnership interest, or $156 for each $1,000 invested in the
Partnership, from the Partnership's portion of the net proceeds of the
Albuquerque System's sale. Once the Partnership has completed the distribution
of its portion of the net proceeds from the sale of the Albuquerque System,
limited partners of the Partnership will have received a total of $977 for each
$500 limited partnership interest, or $1,954 for each $1,000 invested in the
Partnership taking into account the prior distributions to limited partners made
in 1995 and 1996 from the net proceeds of the sales of the Augusta System and
the Tampa System. The Venture will continue to own and operate the Palmdale
System.
(3) Jones Intercable, Inc., a publicly held Colorado corporation (the "General
Partner"), manages the Venture and receives 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. Management fees paid by the Venture
to the General Partner during the three and nine month periods ended September
30, 1997 attributable to the Partnership's 9 percent interest in the Venture
were $94,020 and $281,521, respectively, compared to $88,767 and $286,040,
respectively, for the comparable periods in 1996.
The Venture reimburses the General Partner for certain allocated overhead
and administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services, and other
corporate facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture. Such services, and their related costs, are necessary to the operation
of the Venture and would have been incurred by the Venture if it was a stand
alone entity. Allocations of personnel costs are primarily based on actual time
spent by employees of the General Partner with respect to each partnership
managed. Remaining overhead costs are allocated based on the pro rata
relationship of the Venture's revenues to the total revenues of all systems
owned
5
or managed by the General Partner and certain of its subsidiaries. Systems owned
by the General Partner and all other systems owned by partnerships for which
Jones Intercable, Inc. is the general partner are also allocated a proportionate
share of these expenses. The General Partner believes that the methodology used
in allocating overhead and administrative expenses is reasonable. Amounts
charged the Venture by the General Partner for allocated overhead and
administrative expenses during the three and nine month periods ended September
30, 1997 attributable to the Partnership's 9 percent interest in the Venture
were $100,171 and $318,975, respectively, compared to $102,416 and $371,497,
respectively, for the comparable periods in 1996.
See Note 4 for disclosure of the total management fees and allocated
overhead and administrative expenses paid by the Venture.
(4) Summarized financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
ASSETS September 30, 1997 December 31, 1996
- ------ ------------------- ------------------
Cash and accounts receivable $ 3,678,296 $ 4,191,019
Investment in cable television properties 113,136,554 113,671,437
Other assets 4,376,837 3,036,880
------------- -------------
Total assets $ 121,191,687 $ 120,899,336
============= =============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ 140,344,284 $ 138,345,878
Payables and accrued liabilities 4,785,407 4,944,940
Partners' contributed capital 135,490,944 135,490,944
Accumulated deficit (104,428,948) (102,882,426)
Distributions (55,000,000) (55,000,000)
------------- -------------
Total liabilities and partners' capital $ 121,191,687 $ 120,899,336
============= =============
6
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
1997 1996 1997 1996
------------- ------------- ------------- ------------
Revenues $20,483,557 $19,339,146 $61,333,466 $62,317,984
Operating expenses 11,170,560 11,214,845 33,857,768 37,638,477
Management fees and
allocated overhead
from General Partner 2,115,364 2,082,596 6,541,345 7,162,703
Depreciation and
amortization 5,112,445 5,212,866 14,777,364 16,473,829
----------- ----------- ----------- -----------
Operating income 2,085,188 828,839 6,156,989 1,042,975
Interest expense, net (2,806,590) (2,770,590) (8,227,095) (8,645,364)
Gain on sale of cable
television system - - - 71,914,391
Other, net 768,128 (78,905) 523,584 51,840
----------- ----------- ----------- -----------
Net income (loss) $ 46,726 $(2,020,656) $(1,546,522) $64,363,842
=========== =========== =========== ===========
Management fees paid to Jones Intercable, Inc. by the Venture totaled
$1,024,178 and $3,066,673, respectively, for the three and nine month periods
ended September 30, 1997, and $966,957 and $3,115,899, respectively, for the
comparable periods in 1996. Reimbursements for overhead and administrative
expenses paid to Jones Intercable, Inc. by the Venture totaled $1,091,186 and
$3,474,672, respectively, for the three and nine month periods ended September
30, 1997, and $1,115,639 and $4,046,804, respectively, for the comparable
periods in 1996.
7
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
It is the General Partner's publicly announced policy that it intends to
liquidate its managed partnerships, including the Partnership, as opportunities
for sales of partnership cable television systems arise in the marketplace over
the next several years. In accordance with the General Partner's policy, the
Partnership has sold its Augusta, Georgia system, the Venture has sold the Tampa
System and the Venture has entered into a purchase and sale agreement to sell
the Albuquerque System.
On July 28, 1997, the Venture entered into a purchase and sale agreement to
sell the Albuquerque System to the General Partner for a sales price of
$222,963,267, which price represents the average of three separate independent
appraisals of the fair market value of the Albuquerque System. The closing of
this sale is subject to a number of conditions, including the approval of the
holders of a majority of the limited partnership interests in each of the three
partnerships that comprise the Venture and necessary governmental and other
third party consents. Closing is expected to occur late in the first quarter of
1998. Upon the consummation of the sale of the Albuquerque System, the Venture
will repay its outstanding Senior Notes balance of $47,479,874 plus a make whole
premium that, based on current market interest rates, is estimated to total
approximately $3,354,060 and the Venture will repay approximately $49,767,578 of
the then outstanding balance of its credit facility, and then the remaining
$125,000,000 of net sale proceeds will be distributed to the three constituent
partnerships of the Venture in proportion to their ownership interests in the
Venture. The Partnership accordingly will receive 9 percent of such proceeds,
estimated to total approximately $11,474,475, and the Partnership will
distribute this portion of the net sale proceeds to its partners of record as of
the closing date of the sale of the Albuquerque System. Because limited
partners have 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 Albuquerque System's sale
will be distributed 75 percent to the limited partners and 25 percent to the
General Partner. The limited partners of the Partnership, as a group, will
receive approximately $8,605,856 and the General Partner will receive
approximately $2,868,619. Limited partners will receive $78 for each $500
limited partnership interest, or $156 for each $1,000 invested in the
Partnership, from the Partnership's portion of the net proceeds of the
Albuquerque System's sale. Once the Partnership has completed the distribution
of its portion of the net proceeds from the sale of the Albuquerque System,
limited partners of the Partnership will have received a total of $977 for each
$500 limited partnership interest, or $1,954 for each $1,000 invested in the
Partnership taking into account the prior distributions to limited partners made
in 1995 and 1996 from the net proceeds of the sales of the Augusta System and
the Tampa System. The Venture will continue to own and operate the Palmdale
System.
The Partnership owns a 9 percent interest in the Venture. The
Partnership's investment in the Venture is accounted for under the equity
method. The Partnership's share of losses generated by the Venture have
exceeded the Partnership's initial investment in the Venture; therefore, the
investment is classified as a liability. The Partnership expects to recover
such losses upon the sale of the Albuquerque System and the Palmdale System.
This liability increased by $141,971, which represents the Partnership's share
of losses generated by the Venture for the nine months ended September 30, 1997.
For the nine months ended September 30, 1997, the Venture generated net
cash from operating activities totaling $10,656,576, which was available to fund
capital expenditures and non-operating costs. Capital expenditures for the
Venture totaled approximately $13,603,000 during the first nine months of 1997.
Service drops to homes accounted for approximately 39 percent of the capital
expenditures. New plant construction accounted for approximately 29 percent of
the capital expenditures. The remaining expenditures were used to maintain the
value of the Venture's systems. These capital expenditures were funded
primarily from cash on hand, cash generated from operations and borrowings from
the Venture's credit facility. Expected capital expenditures for the remainder
of 1997 are approximately $4,013,000. Service drops to homes are anticipated to
account for approximately 67 percent. Approximately 13 percent of budgeted
capital expenditures is for the purchase of converters. The remainder of the
anticipated expenditures is necessary to maintain the value of the Venture's
systems until they are sold. Funding for these expenditures is expected to be
provided by cash on hand, cash generated from operations and borrowings from the
Venture's credit facility.
8
The Venture's debt arrangements at September 30, 1997 consisted of
$47,479,874 of Senior Notes placed with a group of institutional lenders and a
$120,000,000 credit facility with a group of commercial bank lenders. The
Senior Notes and the credit facility are equal in standing with the other, and
both are equally secured by the assets of the Venture.
The Senior Notes have a fixed interest rate of 8.64 percent and a final
maturity date of March 31, 2000. The Senior Notes require payments of interest
and accelerating principal through maturity, payable semi-annually in March and
September. Semi-annual principal payments of $3,956,656 were made in March and
September 1997, respectively. These payments were funded from cash on hand,
cash generated from operations and borrowings from the Venture's credit
facility. Upon the sale of the Albuquerque System, the Senior Notes will be
repaid in full together with a make whole premium.
The balance outstanding on the Venture's $120,000,000 credit facility at
September 30, 1997 was $91,630,620, leaving $28,369,380 available for future
needs. Upon the sale of the Albuquerque System and subject to an amendment to
the Venture's credit facility, the Venture anticipates repaying approximately
$49,800,000 of the then outstanding balance of the credit facility and that
there will be a reduction in the maximum amount available for borrowing. At the
Venture's option, the credit facility will be payable in full on December 31,
1999 or will convert to a term loan that matures on December 31, 2004 payable in
consecutive quarterly amounts. Interest on the credit facility is at the
Venture's option of the London Interbank Offered Rate plus 1.125 percent, the
Prime Rate plus .125 percent or the Certificate of Deposit Rate plus 1.25
percent. The effective interest rates on amounts outstanding on the Venture's
credit facility as of September 30, 1997 and 1996 were 7.59 percent and 7.66
percent, respectively.
The Venture has sufficient sources of capital available through its ability
to generate cash from operations and borrowings under its credit facility to
meet its presently anticipated needs.
RESULTS OF OPERATIONS
- ---------------------
As a result of the sale of the Tampa System in February 1996, the following
discussion of the Venture's results of operations, through operating income,
pertains only to the results of operations of the Albuquerque System and the
Palmdale System for all periods discussed.
Revenues in the Albuquerque System and the Palmdale System increased
$1,144,411, or approximately 6 percent, to $20,483,557 for the three months
ended September 30, 1997 from $19,339,146 for the comparable period in 1996.
Revenues increased $3,900,673, or approximately 7 percent, to $61,333,466 for
the nine months ended September 30, 1997 from $57,432,793 for the comparable
period in 1996. These increases in revenues were due primarily to basic service
rate increases and an increase in the number of basic subscribers. Basic
service rate increases accounted for approximately 50 percent and 51 percent of
the increase in revenues for the three and nine months ended September 30, 1997.
The increase in the number of basic subscribers accounted for approximately 22
percent and 21 percent of the increases in revenues for the three and nine
months ended September 30, 1997. Basic service subscribers increased 1,894, or
approximately 1 percent, to 177,108 for the nine month period ended September
30, 1997 from 175,214 for the comparable 1996 period. No other individual
factor significantly affected the increase in revenues.
Operating expenses consist primarily of costs associated with the operation
and administration of the Venture's cable television systems. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.
Operating expenses in the Albuquerque System and the Palmdale System
decreased $44,285, or less than 1 percent, to $11,170,560 for the three months
ended September 30, 1997 from $11,214,845 for the comparable period in 1996.
Decreases in marketing and plant related costs primarily accounted for the
decrease in operating expenses. Operating expenses increased $667,973, or
approximately 2 percent, to $33,857,768 for the nine months ended September 30,
1997 from $33,189,795 for the comparable period in 1996. This increase in
operating expenses was primarily due to increases in programming costs.
Operating expenses represented 55 percent of revenues for the three and nine
months ended September 30, 1997 and 58 percent of revenues for the three and
nine month periods ended September 30, 1996. No other individual factor
contributed significantly to the increase in operating expenses.
9
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). This measure is not intended to be a substitute or
improvement upon the items disclosed on the financial statements, rather it is
included because it is an industry standard. Operating cash flow increased
$1,188,696, or approximately 15 percent, to $9,312,997 for the three months
ended September 30, 1997 from $8,124,301 for the comparable period in 1996.
This increase was due to the increase in revenues and the decrease in operating
expenses. Operating cash flow increased $3,232,700, or approximately 13
percent, to $27,475,698 for the nine months ended September 30, 1997 from
$24,242,998 for the comparable period in 1996. This increase was due to the
increase in revenues exceeding the increase in operating expenses.
Management fees and allocated overhead from the General Partner increased
$32,768, or approximately 2 percent, to $2,115,364 for the three months ended
September 30, 1997 from $2,082,596 for the comparable period in 1996. This
increase was due to the increase in revenues upon which such management fees are
based. This increase was partially offset by a decrease in allocated overhead
from the General Partner. Management fees and allocated overhead from the
General Partner decreased $44,501, or approximately 1 percent, to $6,541,345 for
the nine months ended September 30, 1997 from $6,585,846 for the comparable
period in 1996. This decrease was primarily due to decreases in allocated
overhead from the General Partner, which was partially offset by an increase in
management fees.
Depreciation and amortization expense decreased $100,421, or approximately
2 percent, to $5,112,445 for the three months ended September 30, 1997 from
$5,212,866 for the comparable period in 1996. Depreciation and amortization
expense decreased $704,727, or approximately 5 percent, to $14,777,364 for the
nine months ended September 30, 1997 from $15,482,091 for the comparable period
in 1996. These decreases were due to the maturation of the Venture's asset
base.
Operating income increased $1,256,349 to $2,085,188 for the three months
ended September 30, 1997 from $828,839 for the comparable period in 1996.
Operating income increased $3,981,928 to $6,156,989 for the nine months ended
September 30, 1997 compared to $2,175,061 for the comparable period in 1996.
These increases were a result of the increases in operating cash flow and the
decreases in depreciation and amortization expense.
Interest expense increased $36,000, or approximately 1 percent, to
$2,806,590 for the three months ended September 30, 1997 from $2,770,590 for the
comparable period in 1996. This increase was due to higher interest rates on
interest bearing obligations. Interest expense decreased $418,269, or
approximately 5 percent, to $8,227,095 for the nine months ended September 30,
1997 from $8,645,364 for the comparable period in 1996. This decrease was
primarily due to lower outstanding balances on the Venture's interest bearing
obligations.
The Venture recognized a gain of $71,914,391 related to the sale of the
Tampa System in February 1996. No similar gain was recognized in the first nine
months of 1997.
Net loss decreased $1,460,516 to $35,298 for the three months ended
September 30, 1997 compared to $1,495,814 for the comparable period in 1996.
This decrease was a result of the factors discussed above. The Venture reported
a net loss of $1,168,274 for the nine months ended September 30, 1997 compared
to net income of $48,651,036 for the comparable period in 1996. This change was
primarily due to the gain on the sale of the Tampa System.
10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
Report on Form 8-K dated July 28, 1997 reported that on July 28,
1997, Cable TV Fund 12-BCD Venture entered into a Purchase and Sale
Agreement with Intercable to sell the Albuquerque System to
Intercable for a sales price of $222,963,267.
11
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-B, LTD.
BY: JONES INTERCABLE, INC.
General Partner
By: /S/ Kevin P. Coyle
------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 12, 1997
12