SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 15, 1998
CABLE TV FUND 12-A, LTD.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-13193 84-0968104
-------- ------- ----------
(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------------- ------------------
(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
Item 2. Disposition of Assets
On July 15, 1998, Cable TV Fund 12-A, Ltd., a Colorado limited
partnership (the "Partnership"), sold the cable television system serving areas
in and around Fort Myers, Florida (the "Fort Myers System") to an unaffiliated
cable television system operator for a sales price of $110,000,000, subject to
customary closing adjustments.
From the proceeds of the Fort Myers System's sale, the Partnership
paid a brokerage fee to The Jones Group, Ltd., a subsidiary of Jones Intercable,
Inc., the general partner of the Partnership (the "General Partner"), of
$2,750,000, representing 2.5 percent of the sales price, for acting as a broker
in the transaction, settled working capital adjustments and will distribute in
August 1998 the remaining net sale proceeds of $106,854,400 to its partners of
record as of July 15, 1998. Pursuant to the terms of the Partnership's limited
partnership agreement, from the net sale proceeds the Partnership first will
return to the limited partners the capital they initially contributed to the
Partnership ($52,000,000), and the remainder will be allocated 75 percent to the
limited partners ($41,140,800) and 25 percent to the General Partner
($13,713,600). The total distribution to limited partners of $93,140,800
represents $896 for each $500 limited partnership interest, or $1,792 for each
$1,000 invested in the Partnership.
The Partnership's remaining assets are the cable television systems
serving areas in and around Lake County, Illinois (the "Lake County System") and
Orland Park/Park Forest, Illinois (the "Orland Park System"). On July 10, 1998,
the Partnership entered into an agreement to sell its Lake County System and
Orland Park System to an unaffiliated party for a sales price of $86,000,000.
Closing of the sale of the Lake County System and the Orland Park System is
subject to several closing conditions, including the consents of franchising
authorities and the approval of the holders of a majority of the Partnership's
limited partnership interests. Upon the sale of the Lake County System and the
Orland Park System, which is expected to occur in the fourth quarter of 1998,
and after the termination of the indemnity escrow period on November 15, 1999,
the Partnership will be liquidated and dissolved.
Taking into account the anticipated distributions from the sales of
the Fort Myers System, the Lake County System and the Orland Park System, the
General Partner expects that the Partnership's limited partners will have
received a total return of $1,361 for each $500 limited partnership interest, or
$2,722 for each $1,000 invested in the Partnership, at the time the Partnership
is liquidated and dissolved.
2
Item 7. Financial Statements and Exhibits
---------------------------------
a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
Pro forma financial statements of Cable TV Fund 12-A, Ltd.
reflecting the disposition of the Fort Myers System are attached.
c. Exhibits.
2.1 Purchase and Sale Agreement dated March 1998, among Cable TV
Fund 12-A, Ltd., Jones Intercable, Inc. and Olympus Communications, L.P.is
incorporated by reference from the Annual Report on Form 10-K for year ended
December 31, 1997 of Cable TV Fund 12-A, Ltd. (Commission File No. 0-13193).
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CABLE TV FUND 12-A, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.
General Partner
Dated: July 30, 1998 By: /s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President, General Counsel
and Secretary
4
UNAUDITED PRO FORMA FINANCIAL INFORMATION
CABLE TV FUND 12-A, LTD.
The following unaudited pro forma balance sheet assumes that as of March
31, 1998, Cable TV Fund 12-A, Ltd. (the "Partnership") had sold the cable
television system serving Fort Myers, Florida (the "System") for $110,000,000.
The funds available to the Partnership, adjusting for the estimated net closing
adjustments of the System, are expected to total approximately $110,930,818.
Such funds will be used to pay a brokerage fee and $106,854,400 will be
distributed to the partners of the Partnership. Pursuant to the terms of the
Partnership's limited partnership agreement, from the net sale proceeds the
Partnership first will return to the limited partners the capital they initially
contributed to the Partnership ($52,000,000), and the remainder will be
allocated 75 percent to the limited partners ($41,140,800) and 25 percent to the
General Partner ($13,713,600). The unaudited pro forma statements of operations
assume that the System was sold as of January 1, 1997.
The unaudited pro forma financial information should be read in conjunction
with the appropriate notes to the unaudited pro forma financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS
BASED UPON AMOUNTS AS OF MARCH 31, 1998 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
CABLE TV FUND 12-A, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
March 31, 1998
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ----------------- ------------
ASSETS
Cash and cash equivalents $ 1,414,345 $ 106,854,400 $ 108,268,745
Trade receivables, net 1,885,591 (1,329,092) 556,499
Investment in cable television properties:
Property, plant and equipment, net 31,325,099 (15,952,782) 15,372,317
Intangibles, net 1,140,301 (976,773) 163,528
---------- ------------ -----------
Total investment in cable television properties 32,465,400 (16,929,555) 15,535,845
Deposits, prepaid expenses and deferred charges 1,171,020 (236,801) 934,219
---------- ------------ -----------
Total assets $ 36,936,356 $ 88,358,952 $ 125,295,308
========== ========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 22,171,517 $ (144,322) $ 22,027,195
Trade accounts payable and accrued liabilities 1,418,497 (538,822) 879,675
Subscriber prepayments 151,011 (96,253) 54,758
Accrued distribution to limited partners - 93,140,800 93,140,800
Accrued distribution to General Partner - 13,713,600 13,713,600
---------- ------------ -----------
Total liabilities 23,741,025 106,075,003 129,816,028
Partners' capital 13,195,331 (17,716,051) (4,520,720)
---------- ------------ -----------
Total liabilities and partners' capital $ 36,936,356 $ 88,358,952 $ 125,295,308
=========== ============= ============
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
CABLE TV FUND 12-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1998
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- -------------- -------------
REVENUES $ 9,908,128 $ (5,253,525) $ 4,654,603
COSTS AND EXPENSES:
Operating expenses 5,450,960 (2,668,757) 2,782,203
Management fees and allocated overhead
from Jones Intercable, Inc. 1,064,136 (557,620) 506,516
Depreciation and amortization 1,796,970 (965,215) 831,755
--------- ---------- ---------
OPERATING INCOME 1,596,062 (1,061,933) 534,129
--------- ---------- ---------
OTHER INCOME (EXPENSE):
Interest expense (407,771) 3,722 (404,049)
Other, net 57,710 (121) 57,589
--------- ---------- ---------
Total other income (expense), net (350,061) 3,601 (346,460)
--------- ---------- ---------
NET INCOME $ 1,246,001 $ (1,058,332) $ 187,669
========= ========== =========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
CABLE TV FUND 12-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
Pro Forma Pro Forma
As Reported Adjustments Balance
-------------- --------------- --------------
REVENUES $ 36,986,475 $ (19,234,640) $ 17,751,835
COSTS AND EXPENSES:
Operating expenses 21,035,811 (10,412,875) 10,622,936
Management fees and allocated overhead
from Jones Intercable, Inc. 3,967,845 (2,029,203) 1,938,642
Depreciation and amortization 7,152,481 (4,074,327) 3,078,154
---------- ----------- ----------
OPERATING INCOME 4,830,338 (2,718,235) 2,112,103
---------- ----------- ----------
OTHER INCOME (EXPENSE):
Interest expense (1,765,957) 12,690 (1,753,267)
Other, net (20,306) 76,806 56,500
---------- ----------- ----------
Total other income (expense), net (1,786,263) 89,496 (1,696,767)
---------- ----------- ----------
NET INCOME $ 3,044,075 $ (2,628,739) $ 415,336
========== =========== ==========
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
CABLE TV FUND 12-A, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
- -------------------------------------------------
1) The following calculations present the sale of the System and the
resulting estimated proceeds expected to be received by the Partnership.
2) The unaudited pro forma balance sheet assumes that the Partnership had
sold the System for $110,000,000 as of March 31, 1998. The unaudited pro forma
statements of operations assume that the Partnership had sold the System as of
January 1, 1997.
3) The estimated gain recognized from the sale of the System and
corresponding estimated distribution to limited partners as of March 31, 1998
has been computed as follows:
Gain on Sale of Assets:
Contract sales price $ 110,000,000
Less: Net book value of investment in cable television
properties at March 31, 1998 (16,929,555)
Brokerage fee (2,750,000)
-----------
Gain on sale of assets $ 90,320,445
===========
Distributions to Partners:
Contract sales price $ 110,000,000
Working capital adjustment:
Add: Current assets 1,565,893
Less: Current liabilities (635,075)
------------
Adjusted cash received by the Partnership 110,930,818
Less: Payment of brokerage fee (2,750,000)
Cash retained for working capital purposes (1,326,418)
------------
Cash available for distribution 106,854,400
-----------
Limited Partner return of capital $ 52,000,000
============
Residual 54,854,400
Limited Partners' share (75%) $ 41,140,800
============
General Partner's share (25%) $ 13,713,600
============