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 June 30, 1999.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to __________.
Commission File Number: 0-13807
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. #
c/o Comcast Corporation
1500 Market Street, Philadelphia, PA 19102-2148
-----------------------------------------------
Address of principal executive office
(215) 665-1700
-------------------------------------
Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
June 30, December 31,
ASSETS 1999 1998
------ ------------------ -----------------
Distribution receivable $ - $ 6,134,324
Investment in cable television joint venture 211,753 223,270
------------------ -----------------
Total assets $ 211,753 $ 6,357,594
================== =================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Accrued distributions $ - $ 6,134,324
Accounts payable 7,195 -
------------------ -----------------
Total liabilities 7,195 6,134,324
------------------ -----------------
PARTNERS' CAPITAL:
General Partner-
Contributed capital 1,000 1,000
Distributions (19,696,268) (19,696,268)
Accumulated earnings 19,750,899 19,751,086
------------------ -----------------
55,631 55,818
------------------ -----------------
Limited Partners-
Net contributed capital (111,035 units outstanding at
June 30, 1999 and December 31, 1998) 47,645,060 47,645,060
Distributions (114,620,017) (114,620,017)
Accumulated earnings 67,123,884 67,142,409
------------------ -----------------
148,927 167,452
------------------ -----------------
Total liabilities and partners' capital $ 211,753 $ 6,357,594
================== =================
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 Six Months Ended
June 30, June 30,
-------------------------- ------------------------
1999 1998 1999 1998
----------- ------------- ----------- -----------
OTHER EXPENSE $ (7,195) $ (55,348) $ (7,195) $ (55,348)
EQUITY IN NET INCOME (LOSS) OF CABLE
TELEVISION JOINT VENTURE 30,144 13,432,172 (11,517) 13,307,001
----------- ------------- ----------- -----------
NET INCOME (LOSS) $ 22,949 $ 13,376,824 $ (18,712) $13,251,653
=========== ============= =========== ===========
ALLOCATION OF NET INCOME (LOSS):
General Partner $ 230 $ 3,389,938 $ (187) $ 3,388,686
=========== ============= =========== ===========
Limited Partners $ 22,719 $ 9,986,886 $ (18,525) $ 9,862,967
=========== ============= =========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ .20 $ 89.94 $ (.17) $ 88.83
=========== ============= =========== ===========
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 unaudited statements.
3
CABLE TV FUND 12-B. LTD.
------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Six Months Ended
June 30,
-------------------------
1999 1998
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (18,712) $ 13,251,653
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Equity in net (income) loss of cable television
joint venture 11,517 (13,307,001)
Increase in accounts payable 7,195 -
----------- ------------
Net cash used in operating activities - (55,348)
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distribution from cable television venture - 11,474,475
Decrease (increase) in distribution receivable from
Joint Venture 6,134,324 (8,605,856)
----------- ------------
Net cash provided by investing activities 6,134,324 2,868,619
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to Limited Partners - (8,605,856)
Distribution to General Partner - (2,868,619)
Increase (decrease) in accrued distribution to
limited partners (6,134,324) 8,605,856
----------- ------------
Net cash used in financing activities (6,134,324) (2,868,619)
----------- ------------
Decrease in cash - (55,348)
Cash, beginning of period - 55,348
----------- ------------
Cash, end of period $ - $ -
----------- ------------
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ - $ -
=========== ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited 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 complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of Cable TV Fund 12-B, Ltd.
(the "Partnership") at June 30, 1999 and December 31, 1998 and its Statements of
Operations for the three and six month periods ended June 30, 1999 and 1998 and
its Statements of Cash Flows for the six month periods ended June 30, 1999 and
1998.
The Partnership owns no properties directly. The Partnership owns a 9
percent interest in Cable TV Fund 12-BCD Venture (the "Venture"). The Venture
owned and operated the cable television systems serving certain areas in and
around Tampa, Florida (the "Tampa System") until its sale on February 28, 1996,
Albuquerque, New Mexico (the "Albuquerque System") until its sale on June 30,
1998 and Palmdale, California (the "Palmdale System") until its sale on December
31, 1998. Jones Intercable, Inc., a publicly held Colorado corporation, is the
"General Partner" and manages the Venture.
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition
of a controlling interest in the General Partner. As of April 7, 1999, Comcast
owned approximately 12.8 million shares of the General Partner's Class A Common
Stock and approximately 2.9 million shares of the General Partner's Common
Stock, representing approximately 37% of the economic interest and 47% of the
voting interest in the General Partner. Also on that date, Comcast contributed
its shares in the General Partner to Comcast's wholly owned subsidiary, Comcast
Cable Communications, Inc. ("Comcast Cable"). The approximately 2.9 million
shares of Common Stock of the General Partner owned by Comcast represents
approximately 57% of the outstanding Common Stock, which class of stock is
entitled to elect 75% of the Board of Directors of the General Partner. As a
result of this transaction, the General Partner is now a consolidated public
company subsidiary of Comcast Cable.
Also on April 7, 1999, the bylaws of the General Partner were amended to
establish the size of the General Partner's Board of Directors as a range from
eight to thirteen directors and the board was reconstituted so as to have eight
directors and the following directors of the General Partner resigned: Robert E.
Cole, Josef J. Fridman, James J. Krejci, James B. O'Brien, Raphael M. Solot,
Robert Kearney, Howard O. Thrall, Siim Vanaselja, Sanford Zisman and Glenn R.
Jones. In addition, Donald L. Jacobs resigned as a director elected by the
holders of Class A Common Stock and was elected by the remaining directors as a
director elected by the holders of Common Stock. The remaining directors elected
the following persons to fill the vacancies on the board created by such
resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang
and Lawrence S. Smith. All of the newly elected directors, with the exception of
Mr. Jacobs, are officers of Comcast. Also on April 7, 1999, the following
executive officers of the General Partner resigned: Glenn R. Jones, James B.
O'Brien, Ruth E. Warren, Kevin P. Coyle, Cynthia A. Winning, Elizabeth M.
Steele, Wayne H. Davis and Larry W. Kaschinske. The following persons were
appointed as executive officers of the General Partner on April 7, 1999: Ralph
J. Roberts, Brian L. Roberts, Lawrence S. Smith, John R. Alchin and Stanley
Wang.
Comcast is principally engaged in the development, management and
operation of broadband cable networks and in the provision of content through
programming investments. Comcast Cable is principally engaged in the
development, management and operation of broadband cable networks. The address
of Comcast's principal office is 1500 Market Street, Philadelphia, Pennsylvania
19102-2148, which is also now the address of the General Partner's principal
office. The address of Comcast Cable's principal office is 1201 Market Street,
Suite 2201, Wilmington, Delaware 19801.
(2) On December 31, 1998, the Venture sold the Palmdale System to a subsidiary
of the General Partner for a sales price of $138,205,200. The Venture repaid all
of its remaining indebtedness, retained $2,500,000 to cover the administrative
expenses of the Partnership, including expenses that the Venture and its
constituent partnerships may incur related to pending litigation, settled
working capital adjustments and distributed the remaining sale proceeds of
$89,101,000 to the three constituent partnerships of the Venture in proportion
to their ownership interests in the Venture. The Partnership received
$8,179,098, or 9 percent, of the $89,101,000 distribution, which the Partnership
distributed in December 1998 and January 1999 to its partners of record as of
December 31, 1998. Because the limited partners had already received
distributions in an amount in excess of the capital initially contributed to the
Partnership by the limited partners, the Partnership's portion of the net
proceeds from the Palmdale System's sale were distributed 75 percent to the
limited partners and 25 percent to the General Partner. The limited partners of
the Partnership, as a group, received $6,134,324 and the General Partner
received $2,044,774. The limited partners' distribution represented $55 for each
$500 limited partnership interest, or $110 for each $1,000 invested in the
Partnership.
Taking into account all distributions that have been made, the Partnership's
limited partners have received $1,032 for each $500 limited partnership
interest, or $2,064 for each $1,000 invested in the Partnership.
Although the sale of the Palmdale System represented the sale of the
only remaining operating asset of the Venture, the Venture and the Partnership
will not be dissolved until after all pending litigation relating to the Venture
and the Partnership has been resolved and terminated. (See Part II, Item 1).
(3) The General Partner manages the Venture and received a fee for its services
equal to 5 percent of the gross revenues of the Venture, excluding revenues from
the sale of cable television systems or franchises. The General Partner has not
received and will not receive a management fee after December 31, 1998.
Management fees paid by the Venture to the General Partner during the three and
six month periods ended June 30, 1998 attributable to the Partnership's 9
percent interest in the Venture were $101,745 and $197,733, respectively.
The Venture will continue to reimburse the General Partner for certain
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel. Such personnel provide administrative,
accounting, tax, legal and investor relations services to the Venture. Such
services, and their related costs, are necessary to the administration of the
Venture. Reimbursements made to the General Partner by the Venture for overhead
and administrative expenses during the three and six month periods ended June
30, 1999 attributable to the Partnership's 9 percent interest in the Venture
were $1,285 and $2,700, respectively, compared to $123,287 and $227,784,
respectively, for the comparable 1998 periods.
5
(4) Summarized financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
------------------------
ASSETS June 30, 1999 December 31, 1998
------ ------------- -----------------
Cash $ 2,306,797 $ 69,325,751
------------- -----------------
Total assets $ 2,306,797 $ 69,325,751
============= =================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Payables and accrued liabilities $ - $ 66,893,502
Partners' contributed capital 135,490,944 135,490,944
Accumulated earnings 135,916,853 136,042,305
Distributions (269,101,000) (269,101,000)
------------- -----------------
Total liabilities and partners' capital $ 2,306,797 $ 69,325,751
============= =================
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Six Months Ended
June 30, June 30,
-------------------------- ---------------------------
1999 1998 1999 1998
--------- ------------ ---------- ------------
Revenues $ - $ 22,166,611 $ - $ 43,079,053
Operating expenses - 12,159,234 - 23,667,531
Management fees and allocated overhead - 2,451,333 - 4,635,262
Depreciation and amortization - 6,166,414 - 12,024,948
--------- ------------ ---------- ------------
Operating income - 1,389,630 - 2,751,312
--------- ------------ ---------- ------------
Interest expense - (2,740,844) - (5,415,956)
Gain on sale of cable television system - 147,792,730 - 147,792,730
Other, net 328,375 (121,563) (125,452) (171,647)
--------- ------------ ---------- ------------
Net income (loss) $ 328,375 $146,319,953 $ (125,452) $144,956,439
========= ============ ========== ============
Management fees paid to Jones Intercable, Inc. by the Venture totaled
$1,108,331 and $2,153,953, respectively, for the three and six month periods
ended June 30, 1998. The General Partner has not received and will not receive a
management fee after December 31, 1998. Reimbursements for overhead and
administrative expenses paid to Jones Intercable, Inc. by the Venture totaled
$13,995 and $29,414, respectively, for the three and six month periods ended
June 30, 1999 and $1,343,002 and $2,481,309, respectively, for the comparable
1998 periods.
6
CABLE TV FUND 12-B, LTD.
------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
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 investment decreased by $11,517, which represents the
Partnership's share of losses generated by the Venture for the six months ended
June 30, 1999.
On December 31, 1998, the Venture sold the Palmdale System to a
subsidiary of the General Partner for a sales price of $138,205,200. The Venture
repaid all of its remaining indebtedness, retained $2,500,000 to cover the
administrative expenses of the Partnership, including expenses that the Venture
and its constituent partnerships may incur related to pending litigation,
settled working capital adjustments and distributed the remaining sale proceeds
of $89,101,000 to the three constituent partnerships of the Venture in
proportion to their ownership interests in the Venture. The Partnership received
$8,179,098, or 9 percent, of the $89,101,000 distribution, which the Partnership
distributed in December 1998 and January 1999 to its partners of record as of
December 31, 1998. Because the limited partners had already received
distributions in an amount in excess of the capital initially contributed to the
Partnership by the limited partners, the Partnership's portion of the net
proceeds from the Palmdale System's sale were distributed 75 percent to the
limited partners and 25 percent to the General Partner. The limited partners of
the Partnership, as a group, received $6,134,324 and the General Partner
received $2,044,774. The limited partners' distribution represented $55 for each
$500 limited partnership interest, or $110 for each $1,000 invested in the
Partnership.
Taking into account all distributions that have been made, the
Partnership's limited partners have received $1,032 for each $500 limited
partnership interest, or $2,064 for each $1,000 invested in the Partnership.
Although the sale of the Palmdale System represented the sale of the
only remaining operating asset of the Venture, the Venture and the Partnership
will not be dissolved until after all pending litigation relating to the Venture
and the Partnership has been resolved and terminated. (See Part II, Item 1).
Because the Venture has sold all of its assets and further
distributions, if any, will be made to the limited partners of record as of the
closing date of the sale of the Venture's last remaining cable television
system, new limited partners would not be entitled to any distributions from the
Partnership and transfers of limited partnership interests would have no
economic or practical value. The General Partner therefore has determined, in
accordance with the authority granted to it under Section 3.5 of the
Partnership's limited partnership agreement, that it will not process any
transfers of limited partnership interests in the Partnership during the
remainder of the Partnership's term.
RESULTS OF OPERATIONS
- ---------------------
Due to the Palmdale System sale on December 31, 1998, which was the
Venture's last remaining operating asset, a discussion of results of operations
would not be meaningful. Other expense of $125,452 incurred in the first six
months of 1999 related to various costs associated with the sale of the
Venture's systems. The Venture and the Partnership will be liquidated and
dissolved upon the final resolution of all pending litigation relating to the
Venture and the Partnership.
7
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Tampa Litigation
- ----------------
The General Partner is a defendant in a consolidated civil action filed
by limited partners of Cable TV Fund 12-D, Ltd. styled David Hirsch, Marty, Inc.
Pension Plan (by its trustee and beneficiary, Martin Ury) and Jonathan and
Eileen Fussner, derivatively on behalf of Cable TV Fund 12-B, Ltd., Cable TV
Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd., plaintiffs v. Jones Intercable,
Inc., defendant, and Cable TV Fund 12-BCD Venture, Cable TV Fund 12-B, Ltd.,
Cable TV Fund 12-C, Ltd. and Cable TV Fund 12-D, Ltd., nominal defendants
(District Court, Arapahoe County, State of Colorado, Case No. 95-CV-1800,
Division 3). The consolidated complaint generally alleges that the General
Partner breached its fiduciary duty to the plaintiffs and to the other limited
partners of the three named partnerships and to the Venture in connection with
the Venture's sale of the Tampa System to a subsidiary of the General Partner
and the subsequent trade of the Tampa System and other cable systems owned by
the General Partner in exchange for cable television systems owned by an
unaffiliated cable system operator. The consolidated complaint also sets forth a
claim for breach of contract and a claim for breach of the implied covenant of
good faith and fair dealing. Among other things, the plaintiffs have asserted
that the subsidiary of the General Partner that acquired the Tampa System paid
an inadequate price for it. The price paid for the Tampa System was determined
by the average of three separate, independent appraisals of the Tampa System's
fair market value as required by the terms of the limited partnership agreements
of the three named partnerships. The plaintiffs have challenged the adequacy and
independence of the appraisals. The consolidated complaint seeks damages in an
unspecified amount and an award of attorneys' fees, and the complaint also seeks
punitive damages and certain equitable relief.
In August 1997, the General Partner moved for summary judgment in its
favor on the ground that the plaintiffs did not make demand on the General
Partner for the relief they seek before commencing their lawsuits or show that
such a demand would have been futile. In January 1998, the district court (i)
held that the plaintiffs did not make demand before commencing their lawsuits or
show that such demand would have been futile; (ii) stayed the consolidated case
and vacated the original trial date, (iii) ordered that the plaintiffs make a
demand on the General Partner and that the General Partner appoint an
independent counsel to review, consider and report on that demand, (iv) ordered
that the independent counsel be appointed at the March 1998 meeting of the
General Partner's Board of Directors; and (v) ordered that the independent
counsel be subject to the approval of the district court.
In March 1998, the General Partner's Board of Directors appointed an
independent counsel. The plaintiffs did not object to the General Partner's
choice of independent counsel and the district court approved the General
Partner's choice of independent counsel. During the period March through May
1998, the independent counsel met several times with the attorneys representing
the plaintiffs and the General Partner and he also reviewed a great quantity of
written materials. The independent counsel issued his report in August 1998,
which concluded that the plaintiffs' claims are not meritorious and are not
supported by a preponderance of the evidence. The independent counsel further
determined that the General Partner "did not breach a fiduciary duty" owed to
the plaintiffs or to the named partnerships or to the Venture, and that the
General Partner "did not commit any impropriety in connection with" the
Venture's sale of the Tampa System. The independent counsel specifically found
that the three appraisals of the Tampa System were independent and objective and
met the requirements of the limited partnership agreements. The independent
counsel further noted that the General Partner had met its fiduciary duties of
fairness and full disclosure to the named partnerships and to the Venture.
In August 1998, the General Partner moved to dismiss or for summary
judgment in its favor based on the report of the independent counsel, a motion
that the plaintiffs opposed. In September 1998, the district court denied the
General Partner's motion to dismiss or for summary judgment based on the report
of independent counsel and the district court set a new trial date for May 1999.
The General Partner subsequently submitted a motion for reconsideration of the
district court's denial of the General Partner's motion to dismiss or for
summary judgment based on the report of independent counsel, which the district
court also denied.
The General Partner then filed an interlocutory appeal of the district
court's rulings to the Colorado Supreme Court. In February 1999, the Colorado
Supreme Court issued an order requiring the plaintiffs to show cause why the
General Partner's request for dismissal or for summary judgment should not be
granted and the Colorado Supreme Court
8
stayed all proceedings in the district court until the General Partner's
interlocutory appeal could be resolved. In June 1999, the Colorado Supreme Court
issued its rulings, concluding that the district court did not err in its
initial decision refusing to dismiss the plaintiffs' complaint because of the
plaintiffs' failure to make demand. The Colorado Supreme Court went on to hold,
however, that the district court did err in disregarding the independent
counsel's decision that the litigation should not proceed without first
addressing whether the independent counsel lacked the authority or the ability
to make a disinterested and independent decision on behalf of the General
Partner. The Colorado Supreme Court remanded the case to the district court and
directed the district court to determine whether the independent counsel had the
authority, independence and good faith to entitle his decision to deference.
Based on this ruling of the Colorado Supreme Court, in July 1999, the General
Partner renewed its motion to dismiss or for summary judgment based on the
report of the independent counsel, arguing that because the independent counsel
was independent, because he employed reasonable and good faith procedures in his
analysis of the transaction and because he was acting with both the General
Partner's and the district court's authority, the case should not proceed and
the district court should defer to the independent counsel's business judgment
that the plaintiffs' claims are meritless. The plaintiffs have opposed this
motion.
Palmdale Litigation
- -------------------
In June 1999, the General Partner was named a defendant in a case
styled City Partnership Co., derivatively on behalf of Cable TV Fund 12-C, Ltd.,
Cable TV Fund 12-D, Ltd. and Cable TV Fund 12-BCD Venture, plaintiff v. Jones
Intercable, Inc., defendant and Cable TV Fund 12-C, Ltd., Cable TV Fund 12-D,
Ltd. and Cable TV Fund 12-BCD Venture, nominal defendants (U.S. District Court,
District of Colorado, Civil Action No. 99-WM-1151) brought by City Partnership
Co., a limited partner of the named partnerships. The plaintiff's complaint
alleges that the General Partner breached its fiduciary duty to the plaintiff
and to the other limited partners of the partnerships and to the Venture in
connection with the Venture's sale of the Palmdale system to a subsidiary of the
General Partner in December 1998. The complaint alleges that the General Partner
acquired the Palmdale System at an unfairly low price that did not accurately
reflect the market value of the Palmdale System. The plaintiff also alleges that
the proxy solicitation materials delivered to the limited partners of the
partnerships in connection with the votes of the limited partners on the
Venture's sale of the Palmdale System contained inadequate and misleading
information concerning the fairness of the transaction, which the plaintiff
claims caused the General Partner to breach its fiduciary duty of candor to the
limited partners and which the plaintiff claims constituted acts and omissions
in violation of Section 14(a) of the Securities Exchange Act of 1934. Plaintiff
also claims that the General Partner breached the contractual provision of the
partnerships' limited partnership agreements requiring that the sale price be
determined by the average of three separate, independent appraisals, challenging
both the independence and the currency of the appraisals. The complaint finally
seeks declaratory injunctive relief to prevent the General Partner from making
use of the partnerships' funds to finance the General Partner's defense of this
litigation.
In July 1999, the General Partner filed motions to dismiss the
plaintiff's claims for relief arising from the allegations of false and
misleading proxy statements under Section 14(a) of the Securities Exchange Act
of 1934 and for breach of fiduciary duty on the grounds that Colorado law does
not permit these types of tort claims that are based on the same essential
averments that support the plaintiff's claim of breach of contract or tort
claims for purely economic loss caused by an alleged breach of contract. The
General Partner also asked the court to dismiss the entire action on the grounds
that the court lacks jurisdiction over the subject matter. The General Partner
believes that the procedures followed by it in conducting the votes of the
limited partners of the partnerships on the sale of the Palmdale System,
including the fairness opinion in the proxy statements delivered to the limited
partners of the partnerships, were proper and that the Venture's sale of the
Palmdale System at a price determined by averaging three separate, independent
appraisals was in accordance with the express provisions of the partnerships'
limited partnership agreements. The General Partner intends to defend this
lawsuit vigorously.
Tender Offer Litigation
- -----------------------
In July 1999, Jones Intercable, Inc., each of its subsidiaries that
serve as general partners of managed public partnerships and most of its managed
public partnerships, including the Partnership, were named defendants in a case
styled 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.
C213638). Plaintiffs, all of which are affiliated with each other, are in the
business of, among other things, investing in limited partnerships that own and
operate cable television systems. Plaintiffs allege that one of the plaintiffs
has been a limited partner or has obtained a valid power-of-attorney from a
limited partner in each of Jones Intercable, Inc.'s managed public partnerships
and that they had formed a coordinated plan amongst themselves to acquire up to
4.9% of the
9
limited partnership interests in each of Jones Intercable, Inc.'s managed public
partnerships during the latter half of 1996. Plaintiffs' complaint alleges that
they were frustrated in this purpose by Jones Intercable, Inc.'s refusal to
provide plaintiffs with lists of the names and addresses of the limited partners
of Jones Intercable, Inc.'s managed public partnerships. The complaint alleges
that Jones Intercable Inc.'s actions constituted a breach of contract, a breach
of Jones Intercable, Inc.'s implied covenant of good faith and fair dealing owed
to the plaintiffs as limited partners, a breach of Jones Intercable, Inc.'s
fiduciary duty owed to the plaintiffs as limited partners and tortious
interference with prospective economic advantage. Plaintiffs allege that Jones
Intercable, Inc.'s failure to provide them with the partnership lists prevented
them from making their tender offers and the plaintiffs claim that they have
been injured by such action in an amount to be proved at trial, but not less
than $17 million. Given the fact that this case was only recently filed and that
the time for Jones Intercable, Inc.'s response to the complaint has not yet
expired, Jones Intercable, Inc. has not yet responded to this complaint. Jones
Intercable, Inc. believes, however, that it and the defendant subsidiaries and
managed public partnerships have defenses to the plaintiffs' claims for relief,
and Jones Intercable, Inc. intends to defend this lawsuit vigorously both on its
own behalf and on behalf of its subsidiaries and its managed public
partnerships.
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 April 7, 1999, filed April 15, 1999,
reported that on April 7, 1999, Comcast Corporation completed the
acquisition of a controlling interest in the General Partner.
10
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/ Lawrence S. Smith
-----------------------------------
Lawrence S. Smith
Principal Accounting Officer
By: /S/ Joseph J. Euteneuer
-----------------------------------
Joseph J. Euteneuer
Vice President (Authorized Officer)
Dated: August 16, 1999
11