UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended
MARCH 31, 2004
[ ] 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 charter
Colorado 84-1010423
- ------------------------------ ------------------------------
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
----- ------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12-b2 of the Exchange Act).
Yes No X
----- ------
CABLE TV FUND 12-D, LTD.
-------------------------
(A Limited Partnership)
CONDENSED BALANCE SHEET
-----------------------
(Unaudited)
March 31, December 31,
ASSETS 2004 2003
------ ------------- -------------
Cash .................................................. $ 1,266,340 $ 1,291,845
------------- -------------
Total assets ............................. $ 1,266,340 $ 1,291,845
============= =============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Advances from affiliates ......................... $ 1,000 $ 9,356
------------- -------------
Total liabilities ........................ 1,000 9,356
------------- -------------
Commitments and Contingencies (Note 3)
PARTNERS' CAPITAL:
General Partner-
Contributed capital .............................. 1,000 1,000
Distributions .................................... (21,153,765) (21,153,765)
Accumulated earnings ............................. 21,469,102 21,473,389
------------- -------------
316,337 320,624
------------- -------------
Limited Partners-
Net contributed capital (237,339 units outstanding
at March 31, 2004 and December 31, 2003) ..... 102,198,175 102,198,175
Distributions .................................... (182,130,796) (182,130,796)
Accumulated earnings ............................. 80,881,624 80,894,486
------------- -------------
949,003 961,865
------------- -------------
Total liabilities and partners' capital .. $ 1,266,340 $ 1,291,845
============= =============
See notes to condensed financial statements.
1
CABLE TV FUND 12-D, LTD.
-------------------------
(A Limited Partnership)
CONDENSED STATEMENT OF OPERATIONS
---------------------------------
(Unaudited)
For the Three Months Ended
March 31,
2004 2003
--------- ---------
OTHER INCOME (EXPENSE):
Interest income ................. $ 1,793 $ 3,109
Administrative expenses and other (18,942) (17,628)
--------- ---------
NET LOSS ............................. ($ 17,149) ($ 14,519)
========= =========
ALLOCATION OF NET LOSS:
General Partner ................. ($ 4,287) ($ 3,630)
========= =========
Limited Partners ................ ($ 12,862) ($ 10,889)
========= =========
NET LOSS PER LIMITED PARTNERSHIP UNIT ($ 0.05) ($ 0.05)
========= =========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING ... 237,339 237,339
========= =========
See notes to condensed financial statements.
2
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
CONDENSED STATEMENT OF CASH FLOWS
---------------------------------
(Unaudited)
For the Three Months Ended
March 31,
2004 2003
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ....................................................... ($ 17,149) ($ 14,519)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
(Decrease) increase in advances from affiliates ........ (8,356) 17,628
----------- -----------
Net cash (used in) provided by operating activities (25,505) 3,109
Cash, beginning of period ........................................... 1,291,845 1,378,404
----------- -----------
Cash, end of period ................................................. $ 1,266,340 $ 1,381,513
=========== ===========
See notes to condensed financial statements.
3
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
---------------------------------------
(Unaudited)
(1) The condensed balance sheet of Cable TV Fund 12-D, Ltd. (the "Partnership")
as of December 31, 2003 has been derived from the audited balance sheet as of
that date. The Partnership's condensed balance sheet as of March 31, 2004 and
its condensed statements of operations and of cash flows for the three months
ended March 31, 2004 and 2003 are unaudited. In the opinion of management, all
adjustments necessary to present fairly the Partnership's financial position,
results of operations and cash flows as of March 31, 2004 and for all periods
presented have been made.
Certain information and note disclosures normally included in the
Partnership's annual financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted. These condensed financial statements should be read in conjunction with
the financial statements and notes thereto included in the Partnership's
December 31, 2003 Annual Report on Form 10-K filed with the Securities and
Exchange Commission. The results of operations for the interim periods presented
are not necessarily indicative of operating results for the full year.
The Partnership owns no properties. The Partnership has continued in
existence because of pending litigation in which the Partnership is a party (see
Note 3).
The quarterly financial information has not been reviewed by the
Partnership's independent public accountants because the registrant qualified as
an inactive registrant for its most recent fiscal year.
(2) The Partnership reimburses its general partner for certain allocated
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel. Such personnel provide tax and investor
relations services to the Partnership. Such services, and their related costs,
are necessary for the administration of the Partnership until the Partnership is
dissolved. Such charges were included in administrative expenses and other in
the accompanying condensed statement of operations. Administrative expenses
allocated to the Partnership for the three months ended March 31, 2004 and 2003
were $618 for each period.
(3) Commitments and Contingencies
Litigation Challenging Jones Intercable's Acquisitions of Certain Cable 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) (the "City
Partnership" case) 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 communications 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.
4
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
---------------------------------------------------
(Unaudited)
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) (the "Gramercy Park" case) 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 Palmdale System, the Albuquerque, New Mexico cable communications system
(the "Albuquerque System"), the Littlerock, California cable communications
system (the "Littlerock System") and the Calvert County, Maryland cable
communications system (the "Calvert County System") 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 System, the Palmdale System, the Littlerock
System and the Calvert County System 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 Schumacher 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 Margolin 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. The
cases are presented as both class and derivative actions. In June 2001, the
plaintiffs filed a motion for class certification. In August 2001, the General
Partner filed a brief in opposition to plaintiffs' motion for class
certification. In September 2002, the court granted the plaintiffs' motion for
class certification.
On June 25, 2003, the parties agreed to the terms of a settlement of
this litigation and entered into a written settlement agreement, and notice of
the settlement was sent to the limited partners on August 5, 2003. Because these
are class and derivative actions, the settlement must be approved by the court.
On October 14, 2003, the judge issued a Recommendation of United States
Magistrate Judge, in which he recommended to the United States District Court
judge that the settlement be approved. On November 10, 2003, the judge accepted
the recommendation and approved the settlement, but withheld determination of
the reasonableness of the attorneys' fees and costs pending the receipt of
further evidence from the plaintiffs' counsel. Within thirty days of the
approval of the plaintiff's counsel's request for an award of attorneys' fees
and costs, Comcast will cause the Partnership to distribute, pursuant to the
distribution provisions of the Limited Partnership Agreement of the Partnership,
the proceeds received by the Partnership from the settlement.
5
CABLE TV FUND 12-D, LTD.
------------------------
(A Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONCLUDED
---------------------------------------------------
(Unaudited)
If and when the settlement is finally approved, the Partnership will
then be dissolved, although no assurance can be given regarding when the
dissolution will take place.
All amounts to be paid as a result of the settlement described above
are the responsibility of the General Partner.
6
CABLE TV FUND 12-D, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
- --------------------
The only asset of the Partnership at March 31, 2004 was its cash on
hand, which is being held in reserve to pay the Partnership's administrative
expenses until the Partnership is dissolved. The Partnership has continued in
existence because of pending litigation to which the Partnership is a party, as
described in Note 3 to our condensed financial statements.
RESULTS OF OPERATIONS
- ---------------------
Administrative expenses and other in the accompanying condensed
statement of operations represents various costs associated with the
administration of the Partnership.
Item 4. Controls and Procedures
Our chief executive officer and our co-chief financial officers, after
evaluating the effectiveness of our disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e) as
of the end of the period covered by this quarterly report, have concluded, based
on the evaluation of these controls and procedures required by paragraph (b) of
Exchange Act Rules 13a-15 or 15d-15, that our disclosure controls and procedures
were adequate and designed to ensure that material information relating to us
and our consolidated subsidiaries would be made known to them by others within
those entities.
Changes in internal control over financial reporting. There were no
changes in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of Exchange Act Rules
13a-15 or 15d-15 that occurred during our last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
Refer to Note 3 to our condensed financial statements included in this
Quarterly Report on Form 10-Q for a discussion of recent developments related to
our legal proceedings.
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
31 Certifications of Chief Executive Officer and
Co-Chief Financial Officers pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Officer and Co-Chief
Financial Officers pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K
None.
7
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-D, LTD.
BY: COMCAST CABLE COMMUNICATIONS, INC.
--------------------------------------
General Partner
By: /s/ Lawrence J. Salva
--------------------------------------
Lawrence J. Salva
Senior Vice President
(Principal Accounting Officer)
Dated: May 12, 2004
8