[LOGO OF JONES INTERCABLE APPEARS HERE]
May 15, 1995
Re: Notice of Proxy Mailing & Request for Indication of Proxy Solicitation
Procedures
Sale of Augusta, Georgia Cable Television System by Cable TV Fund 12-B,
Ltd.
Dear Trustee/Custodian:
Jones Intercable, Inc. (the "General Partner") and Cable TV Fund 12-B, Ltd. (the
"Partnership") have entered into a Purchase and Sale Agreement pursuant to which
the Partnership has agreed to sell its Augusta, Georgia system to the General
Partner. This contract pertains only to the Augusta system, not to the
Partnership's interest in the systems owned by the Cable TV Fund 12-BCD Venture
(the "Venture"). The Partnership will continue to own a nine percent interest in
the Venture.
The sale of the Augusta system is contingent upon the holders of a majority of
the limited partnership interests approving the sale. All registered owners of
the Partnership's limited partnership interests will be sent a proxy statement
that details the terms and conditions of the sale and seeks the limited
partners' consent.
Our records indicate that you are a registered owner of limited partnership
interests in the Partnership as trustee/custodian for your clients who are the
beneficial owners of such limited partnership interests. The General Partner
requires that you, as the entity registered as a limited partner on the
Partnership's books and records, must vote the proxies for the interests
registered in your name or assign your right to vote to the beneficial owners
for the votes of your interests to be counted. Enclosed for your review is the
General Partner's list of the beneficial owners of limited partnership interests
that are registered in your name (Exhibit A).
As proxy execution procedures may vary among trustees/custodians, PLEASE CHECK
(x) ONE OF THE TWO ELECTION CHOICES described below and sign this side of
the form to confirm the election you have indicated. Kindly return this form
and YOUR AUTHORIZED SIGNER LIST to us in the enclosed envelope by May 26, 1995
or we will assume that you want the proxy materials sent only to you. NOTE: If
you choose Election 2, please sign below to confirm your election AND sign the
---
OMNIBUS CONSENT on the reverse side of this form.
[_] ELECTION 1. As a registered owner of limited partnership interests
in the Partnership, we authorize the General Partner to
mail proxy statements and proxy cards for each interest
registered in our name only to us for our review and
execution.
[_] ELECTION 2. As a registered owner of limited partnership interests
in the Partnership, we authorize the General Partner to
mail proxy statements and proxy cards to the beneficial
owners of the limited partnership interests that are
registered in our name and for which we act as
trustee/custodian. We further authorize the beneficial
owners to execute the proxy cards on our behalf according
to the terms and conditions set forth in the OMNIBUS
CONSENT FORM THAT IS ON THE REVERSE SIDE OF THIS FORM. By
this election, the signatures of the beneficial owners
will be legally sufficient and the votes of the limited
partnership interests registered in our name will be
counted without our counter-signature on the proxy cards.
We understand that a sample proxy statement will be sent
to us for our records when it becomes available.
Trustee/Custodian Name: _______________________________________
By: _______________________________________
Trustee/Custodian Authorized Signature
_____________________ _______________________
Title Date
Should you have any questions, please call our Investor Services Department at
(800) 572-6520, extension 7510.
Jones Intercable, Inc.
The General Partner
Enclosure: Beneficial Owner list (Exhibit A)
9697 East Mineral Ave., Englewood, CO 80112-3446. P.O. Box 4713, Englewood, CO
80155-4713. (303) 792-3111. FAX (303) 790-9021
OMNIBUS CONSENT
---------------
Re: Official Execution of Proxies - Sale of Augusta, Georgia Cable Television
System by Cable TV Fund 12-B, Ltd.
As a registered owner of limited partnership interests (the "Interests") in
Cable TV Fund 12-B, Ltd. (the "Partnership"), the undersigned hereby appoints as
proxy (individually, a "Proxy") each of our clients that are named as
beneficiaries in the registrations on the books of the Partnership with respect
to the limited partnership interests that are registered in our name and for
which we act as trustee/custodian, with full power of substitution in each to
vote the number of Interests of the Partnership as are held on the books of the
Partnership by the undersigned for the benefit of each named Proxy in the
corresponding amount or amounts held by the undersigned for the benefit of each
named Proxy as of the April 30, 1995 record date which the undersigned would be
entitled to vote by written consent.
This authorization pertains to proxy cards executed by each named Proxy that is
received by Jones Intercable, Inc. (the "General Partner") during the period
beginning June 1, 1995 through September 30, 1995 or such later date to which
the voting deadline for the proposal set forth in the Proxy Statement dated May
31,1995 regarding the sale of the Augusta, Georgia cable television system by
the Partnership to the General Partner is extended.
The appointment of each Proxy, whether or not coupled with an interest, is
revocable, at any time, by a filing by the undersigned with the Partnership or
its duly authorized agents of an instrument similar to this instrument relating
to the Interests of the Partnership, the filing of which instrument or
instruments shall revoke the appointments specified herein only to the extent
specified in such instrument or instruments. The undersigned does not authorize
the Partnership to vote proxies for which the beneficial owners do not submit an
executed proxy card.
This omnibus consent supersedes and revokes any and all appointments heretofore
made by the undersigned with respect to the voting of Interests with respect to
the sale of the Augusta, Georgia cable television system by the Partnership to
the General Partner.
Trustee/Custodian Name:________________________________________
By:________________________________________
Trustee/Custodian Authorized Signature
________________________ ______________
Title Date