UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[_] 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 its charter)
Colorado 84-1010423
- ----------------------------------------- ----------------------------------
State of organization (IRS Employer Identification No.)
c/o Comcast Corporation
1500 Market Street,
Philadelphia, PA 19102-2148 (215) 665-1700
- ----------------------------------------- ----------------------------------
(Address of principal executive office (Registrant's telephone no.
and Zip Code) including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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
registrants were required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days:
Yes X No
----- -----
Aggregate market value of the voting stock held by non-affiliates of the
registrant: [Not Applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE: None
CABLE TV FUND 12-D, LTD.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1 Business............................................................ 1
Item 2 Properties.......................................................... 1
Item 3 Legal Proceedings................................................... 1
Item 4 Submission of Matters to a Vote of Security Holders................. 3
PART II
Item 5 Market for the Registrant's Common Stock and Related Stockholder
Matters............................................................. 3
Item 6 Selected Financial Data............................................. 3
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................... 3
Item 8 Financial Statements................................................ 4
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................15
Item 9A Controls and Procedures.............................................15
PART III
Item 10 Directors and Executive Officers of the Registrant...................15
Item 11 Executive Compensation...............................................16
Item 12 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters..........................................16
Item 13 Certain Relationships and Related Transactions.......................16
Item 14 Principal Accounting Fees and Services...............................16
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K......17
SIGNATURES....................................................................18
This Annual Report on Form 10-K is for the year ended December 31, 2003. This
Annual Report modifies and supersedes documents filed prior to the filing of
this Annual Report. The Securities and Exchange Commission (the "SEC") allows us
to "incorporate by reference" information that we file with them, which means
that we can disclose important information to limited partners by referring them
directly to those documents. Information incorporated by reference is considered
to be part of this Annual Report. In addition, information that we file with the
SEC in the future will automatically update and supersede information contained
in this Annual Report. Certain information contained in this Annual Report
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other than statements
of historical facts, included in this Annual Report that address activities,
events or developments that we or the General Partner expects, believes or
anticipates will or may occur in the future are forward-looking statements.
These forward-looking statements are based upon certain assumptions and are
subject to risks and uncertainties. Actual events or results may differ from
those discussed in the forward-looking statements as a result of various
factors.
PART I.
ITEM 1. BUSINESS
The Partnership. Cable TV Fund 12-D, Ltd. (the "Partnership") is a Colorado
limited partnership that was formed pursuant to the public offering of limited
partnership interests in the Cable TV Fund 12 Limited Partnership Program (the
"Program"). Comcast Cable Communications, LLC, a Delaware limited liability
corporation, is the General Partner of the Partnership (the "General Partner").
Cable TV Fund 12-B, Ltd. ("Fund 12-B") and Cable TV Fund 12-C, Ltd. ("Fund
12-C") are other partnerships that were formed pursuant to the Program. In 1986,
the Partnership, Fund 12-B and Fund 12-C formed a general partnership known as
Cable TV Fund 12-BCD Venture (the "Venture"), in which the Partnership owned a
76% interest, Fund 12-B owned a 9% interest and Fund 12-C owned a 15% interest.
The Partnership and the Venture were formed for the purpose of acquiring and
operating cable television systems. The Partnership and the Venture no longer
own cable television systems. The Venture was liquidated in 2000 and, therefore,
the Partnership had no investment in the Venture after this period. The
Partnership currently conducts no operations and is expected to be dissolved
when the remaining litigation against it is concluded.
General Partner. On April 7, 1999, Comcast Holdings Corporation (formerly
Comcast Corporation) ("Comcast") completed the acquisition of a controlling
interest in Jones Intercable, Inc. ("Jones Intercable"), the Partnership's
general partner until March 2, 2000. In December 1999, Comcast and Jones
Intercable entered into a definitive merger agreement pursuant to which Comcast
agreed to acquire all of the outstanding shares of Jones Intercable not yet
owned by Comcast. On March 2, 2000, Jones Intercable was merged with and into
Comcast JOIN Holdings, Inc., a wholly owned subsidiary of Comcast. As a result
of this transaction, Jones Intercable no longer exists and Comcast JOIN
Holdings, Inc. continued as the surviving corporation of the merger. On August
1, 2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable
Communications, LLC ("Comcast Cable"), a wholly owned subsidiary of Comcast.
Comcast Cable is now the General Partner of the Partnership. References in this
Annual Report to "the General Partner" refer to Comcast Cable. The General
Partner shares corporate offices with Comcast at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148.
ITEM 2. PROPERTIES
As of December 31, 2003, neither the Partnership nor the Venture owned any
cable television systems.
ITEM 3. LEGAL PROCEEDINGS
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.
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.
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.
2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
While the Partnership is publicly held, there is no public market for the
limited partnership interests, and it is not expected that a market will develop
in the future. As of December 31, 2003, the number of equity security holders in
the Partnership was 16,370.
ITEM 6. SELECTED FINANCIAL DATA
For the Year Ended December 31,
-------------------------------------------------------------------------------
Cable TV Fund 12-D, Ltd. (1) 2003 2002 2001 2000 1999
- ---------------------------- ---- ---- ---- ---- ----
Minority Interest in Consolidated
(Income) Loss...................... $ $ $ ($16,924) $25,706
Net Loss................................ (87,196) (85,470) (154,833) (148,009) (79,388)
Net Loss per Limited Partnership Unit... (.28) (.27) (.49) (.47) (.25)
Weighted Average Number of Limited
Partnership Units Outstanding...... 237,339 237,339 237,339 237,339 237,339
General Partner's Capital............... 320,624 342,423 363,791 402,499 439,501
Limited Partners' Capital............... 961,865 1,027,262 1,091,364 1,207,489 1,318,496
Total Assets............................ 1,291,845 1,378,404 1,465,097 1,613,430 2,327,155
General Partner Advances................ 9,356 8,719 9,942 3,442
(1) For all periods prior to the Venture's liquidation in 2000, the above
financial information historically represents the consolidated operations of
Cable TV Fund 12-D, Ltd., including Cable TV Fund 12-BCD Venture (the
"Venture"), in which Cable TV Fund 12-D, Ltd. had a 76 percent equity interest.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion contains, in addition to historical information,
forward-looking statements that are based upon certain assumptions and are
subject to a number of risks and uncertainties.
FINANCIAL CONDITION
The only asset of the Partnership at December 31, 2003 was its cash on hand
of approximately $1.3 million, which will be held in reserve and used to pay the
administrative expenses of the Partnership until it is dissolved. The
Partnership and the Venture will not be dissolved until after all pending
litigation relating to the Partnership and the Venture has been resolved and
terminated. The Partnership may not have enough cash to reimburse the general
partner for all administrative expenses incurred prior to the dissolution of the
Partnership. In the event that the Partnership's cash supply is inadequate to
cover such costs, the General Partner will be required to pay for any shortfall.
In addition, all amounts to be paid as a result of the settlement of the
litigation against the Partnership are the responsibility of the General Partner
(see Item 3 - Legal Proceedings).
Taking into account all distributions that have been made at December 31,
2003, the Partnership's limited partners have received $767 for each $500
limited partnership interest, or $1,534 for each $1,000 invested in the
Partnership.
3
RESULTS OF OPERATIONS
The Partnership conducted no operations in 2003, 2002 or 2001; therefore, a
discussion of results of operations would not be meaningful. Administrative and
other expense of $97,146, $107,014 and $222,346 incurred in 2003, 2002 and 2001,
respectively, primarily related to various costs associated with the
administration of the Partnership. Interest income of $9,950, $21,544 and
$67,513 in 2003, 2002 and 2001, respectively, was earned on the cash balance on
hand. The Partnership is expected to be dissolved when the remaining litigation
against it is concluded. Until that time, administrative expenses will continue
to be incurred.
ITEM 8. FINANCIAL STATEMENTS
The audited financial statements of the Partnership as of December 31, 2003
and 2002 and for the three years in the period ended December 31, 2003 follow.
4
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners of Cable TV Fund 12-D, Ltd.:
We have audited the accompanying consolidated balance sheet of Cable TV
Fund 12-D, Ltd. (a Colorado limited partnership) (the "Partnership") as of
December 31, 2003 and 2002, and the related consolidated statements of
operations, partners' capital and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the management of
the General Partner, Comcast Cable Communications, LLC. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits. The consolidated financial statements of Cable TV Fund 12-D, Ltd. for
the year ended December 31, 2001 were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on those
consolidated financial statements in their report dated March 26, 2002.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the 2003 and 2002 consolidated financial statements present
fairly, in all material respects, the consolidated financial position of Cable
TV Fund 12-D, Ltd. as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
As described in Note 3, the administrative expenses of the Partnership are
paid for by the General Partner and are reimbursed by the Partnership. In the
event that the Partnership's cash supply is inadequate to cover such costs, the
General Partner will be required to pay for any shortfall. In addition, all
amounts to be paid as a result of the settlement described in Note 5 are the
responsibility of the General Partner.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
March 29, 2004.
5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------
To the Partners of Cable TV Fund 12-D, Ltd.:
We have audited the accompanying consolidated balance sheet of CABLE TV
FUND 12-D, LTD. (a Colorado limited partnership) and subsidiary as of December
31, 2001 and 2000, and the related consolidated statements of operations,
partners' capital and cash flows for each of the three years in the period ended
December 31, 2001. These consolidated financial statements are the
responsibility of the general partner's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Cable TV Fund 12-D, Ltd. and subsidiary as of December 31, 2001 and 2000, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.
/s/ ARTHUR ANDERSEN, LLP
Denver, Colorado,
March 26, 2002.
NOTE: This Audit Report is a copy of the Report of
Independent Public Accountants from our
December 31, 2001 Annual Report on Form 10-K,
filed March 29, 2002, and has not been
reissued by Arthur Andersen, LLP.
6
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
CONSOLIDATED BALANCE SHEET
December 31,
ASSETS 2003 2002
------ --------------- ----------------
Cash................................................................... $1,291,845 $1,378,404
--------------- ----------------
Total assets............................................. $1,291,845 $1,378,404
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Advances from affiliates.......................................... $9,356 $8,719
--------------- ----------------
Total liabilities........................................ 9,356 8,719
--------------- ----------------
Commitments and Contingencies (Note 5)
PARTNERS' CAPITAL:
General Partner-
Contributed capital............................................... 1,000 1,000
Distributions..................................................... (21,153,765) (21,153,765)
Accumulated earnings.............................................. 21,473,389 21,495,188
--------------- ----------------
320,624 342,423
--------------- ----------------
Limited Partners-
Net contributed capital (237,339 units outstanding
at December 31, 2003 and 2002)................................ 102,198,175 102,198,175
Distributions..................................................... (182,130,796) (182,130,796)
Accumulated earnings.............................................. 80,894,486 80,959,883
--------------- ----------------
961,865 1,027,262
--------------- ----------------
Total liabilities and partners' capital.................. $1,291,845 $1,378,404
=============== ================
See notes to consolidated financial statements.
7
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31,
2003 2002 2001
------------- ------------- -------------
INCOME (EXPENSE):
Interest income.......................................... $9,950 $21,544 $67,513
Administrative expenses and other........................ (97,146) (107,014) (222,346)
------------- ------------- -------------
NET LOSS...................................................... ($87,196) ($85,470) ($154,833)
============= ============= =============
ALLOCATION OF NET LOSS:
General Partner.......................................... ($21,799) ($21,368) ($38,708)
============= ============= =============
Limited Partners......................................... ($65,397) ($64,102) ($116,125)
============= ============= =============
NET LOSS PER LIMITED PARTNERSHIP UNIT......................... ($0.28) ($0.27) ($0.49)
============= ============= =============
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING........................................ 237,339 237,339 237,339
============= ============= =============
See notes to consolidated financial statements.
8
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
Year Ended December 31,
2003 2002 2001
------------- ------------- -------------
GENERAL PARTNER:
Balance, beginning of year............................... $342,423 $363,791 $402,499
Net loss................................................. (21,799) (21,368) (38,708)
------------- ------------- -------------
Balance, end of year..................................... $320,624 $342,423 $363,791
============= ============= =============
LIMITED PARTNERS:
Balance, beginning of year............................... $1,027,262 $1,091,364 $1,207,489
Net loss................................................. (65,397) (64,102) (116,125)
------------- ------------- -------------
Balance, end of year..................................... $961,865 $1,027,262 $1,091,364
============= ============= =============
See notes to consolidated financial statements.
9
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31,
2003 2002 2001
------------- ------------- -------------
OPERATING ACTIVITIES:
Net loss................................................... ($87,196) ($85,470) ($154,833)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase (decrease) in advances from affiliates... 637 (1,223) 6,500
------------- ------------- -------------
Net cash used in operating activities............. (86,559) (86,693) (148,333)
Cash, beginning of year......................................... 1,378,404 1,465,097 1,613,430
------------- ------------- -------------
Cash, end of year............................................... $1,291,845 $1,378,404 $1,465,097
============= ============= =============
See notes to consolidated financial statements.
10
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
Cable TV Fund 12-D, Ltd. ("Fund 12-D" or the "Partnership"), a Colorado
limited partnership, was formed on February 5, 1986, under a public program
sponsored by Jones Intercable, Inc. ("Jones Intercable"). Fund 12-D was
formed to acquire, construct, develop and operate cable television systems.
The Partnership had no operations in the three years ended December 31,
2003 and is expected to be dissolved when the remaining litigation against
it is concluded (see Note 5).
General Partner
On April 7, 1999, Comcast Holdings Corporation (formerly Comcast
Corporation) ("Comcast") completed the acquisition of a controlling
interest in Jones Intercable, the Partnership's general partner until March
2, 2000. In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all
of the outstanding shares of Jones Intercable not yet owned by Comcast. On
March 2, 2000, Jones Intercable was merged with and into Comcast JOIN
Holdings, Inc., a wholly owned subsidiary of Comcast. As a result of this
transaction, Jones Intercable no longer exists and Comcast JOIN Holdings,
Inc. continued as the surviving corporation of the merger. On August 1,
2000, Comcast JOIN Holdings, Inc. was merged with and into Comcast Cable
Communications, LLC ("Comcast Cable"), a wholly owned subsidiary of
Comcast. Comcast Cable is now the General Partner of the Partnership.
References in these Notes to "the General Partner" refer to Comcast Cable.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
Balance Sheet and the Consolidated Statement of Partners' Capital. No
limited partner is obligated to make any additional contributions to
partnership capital.
Jones Intercable purchased its general partner interest in the Partnership
by contributing $1,000 to partnership capital. Comcast Cable now owns this
general partner interest.
All profits and losses of the Partnership are allocated 99 percent to the
limited partners and 1 percent to the general partner, except for income or
gain from the sale or disposition of cable television properties, which
were allocated to the partners based upon the formula set forth in the
partnership agreement, and interest income earned prior to the first
acquisition by the Partnership of a cable television system, which was
allocated 100 percent to the limited partners. After such time, all profits
and losses are allocated 75% to the limited partners and 25% to the General
Partner.
Taking into account all distributions that have been made at December 31,
2003, the Partnership's limited partners have received $767 for each $500
limited partner interest, or $1,534 for each $1,000 limited partner
interest.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying consolidated financial statements have been prepared on
the accrual basis of accounting in accordance with accounting principles
generally accepted in the United States of America. Fund 12-D's tax returns
were also prepared on the accrual basis.
Management's Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
11
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Partnership considered all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
3. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
Distribution Ratios and Reimbursements
Any partnership distributions made from cash flow (defined as cash receipts
derived from routine operations, less debt principal and interest payments
and cash expenses) were allocated 99 percent to the limited partners and 1
percent to General Partner. Any distributions other than interest income on
limited partnership subscriptions earned prior to the acquisition of the
Partnership's first cable television system or from cash flow, such as from
the sale or refinancing of a system or upon dissolution of the Partnership,
were made as follows: first, to the limited partners in an amount which,
together with all prior distributions, equaled the amount initially
contributed by the limited partners; the balance, 75 percent to the limited
partners and 25 percent to the General Partner.
All administrative expenses are paid for by the General Partner and are
reimbursed by the Partnership. In addition, the Partnership reimburses its
general partner for certain allocated administrative expenses. These
expenses represent the salaries and related benefits paid for corporate
personnel who provide administrative, accounting, tax, legal and investor
relations services to the Partnership. Such services, and their related
costs, are necessary to the administration of the Partnership until the
Partnership is dissolved. Reimbursements made to the General Partner by the
Partnership for these administrative expenses during the years ended
December 31, 2003, 2002 and 2001 were $2,472, $50,175 and $109,366,
respectively. Such charges were included in Administrative expenses and
other in the accompanying Consolidated Statement of Operations.
The Partnership may not have enough cash to reimburse the general partner
for all administrative expenses incurred prior to the dissolution of the
Partnership. In the event that the Partnership's cash supply is inadequate
to cover such costs, the General Partner will be required to pay for any
shortfall. In addition, all amounts to be paid as a result of the
settlement described in Note 5 are the responsibility of the General
Partner.
4. INCOME TAXES
Income taxes have not been recorded in the accompanying consolidated
financial statements because they accrue directly to the partners. The
federal and state income tax returns of the Partnership are prepared and
filed by the General Partner.
The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's
qualification as such, or in changes with respect to the Partnership's
recorded income or loss, the tax liability of the general and limited
partners would likely be changed accordingly.
5. COMMITMENTS AND CONTINGENCIES
Litigation Challenging Jones Intercable's Acquisitions 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
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
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")
13
CABLE TV FUND 12-D, LTD.
- ------------------------
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
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.
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. UNAUDITED SUPPLEMENTARY DATA
Selected unaudited quarterly financial information is presented below:
First Second Third Fourth Total
2003 Quarter Quarter Quarter Quarter Year
- ---- ----------- ----------- ----------- ----------- -----------
Net loss.................................. ($14,519) ($31,541) ($18,331) ($22,805) ($87,196)
Net loss per limited partnership unit..... (.05) (.10) (.06) (.07) (.28)
Weighted average number of limited
partnership units outstanding........ 237,339 237,339 237,339 237,339 237,339
First Second Third Fourth Total
2002 Quarter Quarter Quarter Quarter Year
- ---- ----------- ----------- ----------- ----------- -----------
Net loss.................................. ($19,037) ($30,811) ($13,208) ($22,414) ($85,470)
Net loss per limited partnership unit..... (.06) (.10) (.04) (.07) (.27)
Weighted average number of limited
partnership units outstanding........ 237,339 237,339 237,339 237,339 237,339
14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A 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 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 is reasonably likely to materially affect, our internal
control over financial reporting.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership itself has no officers or directors. Certain information
concerning the directors and executive officers of the General Partner as of
December 31, 2003 is set forth below. Directors of the General Partner serve
until the next annual meeting of the General Partner and until their successors
shall be elected and qualified.
Brian L. Roberts was named Chairman of the General Partner's Board of
Directors in November 2002. Mr. Roberts had served as Vice Chairman of the
General Partner's Board of Directors since April 1999. Mr. Roberts has served as
the President and as a director of Comcast for more than five years. As of
December 31, 2003, Mr. Roberts has sole voting power over approximately 33 1/3%
of the combined voting power of Comcast Corporation's two classes of voting
common stock. Mr. Roberts is the Chief Executive Officer of the General Partner
and of Comcast Corporation. He is also a director of The Bank of New York
Company, Inc. He is 44 years old.
Lawrence S. Smith has served as Executive Vice President and a director of
the General Partner since April 1999. Mr. Smith has served as an Executive Vice
President of Comcast for more than five years. Mr. Smith is the Co-Chief
Financial Officer of the General Partner and of Comcast Corporation. He is 56
years old.
John R. Alchin has served as Executive Vice President and Treasurer of the
General Partner since January 2000. Prior to that time, Mr. Alchin served as a
Senior Vice President and Treasurer and a director of the General Partner since
April 1999. Mr. Alchin was named an Executive Vice President of Comcast in
January 2000. Prior to that time, he served as a Senior Vice President and
Treasurer of Comcast for more than five years. Mr. Alchin is the Co-Chief
Financial Officer of the General Partner and of Comcast Corporation. He is 55
years old.
David L. Cohen joined Comcast in July 2002 as Executive Vice President.
Prior to that time, he was Partner in, and Chairman of, the law firm of Ballard
Spahr Andrews & Ingersoll, LLP for more than five years. Mr. Cohen is a director
of the General Partner. He is 48 years old.
Arthur R. Block was named a director of the General Partner's Board of
Directors in November 2002. Mr. Block has served as a Senior Vice President and
General Counsel for Comcast since January 2000. Prior to January 2000, Mr. Block
served as Vice President and Senior Deputy General Counsel of Comcast for more
than five years. Mr. Block also was named Secretary of Comcast Corporation in
November 2002. He is 49 years old.
Lawrence J. Salva was named Controller of Comcast Corporation in November
2002. Mr. Salva joined Comcast in January 2000 as Senior Vice President and
Chief Accounting Officer. Prior to that time, Mr. Salva was a national
15
accounting consulting partner in the public accounting firm of
PricewaterhouseCoopers for more than five years. Mr. Salva is a Senior Vice
President of the General Partner. He is 47 years old.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are required
to administer the financial, tax and legal affairs of the Partnership and to
maintain the books and records of the Partnership. Such personnel are employed
by the General Partner and, pursuant to the terms of the limited partnership
agreement of the Partnership, the costs of such employment are charged by the
General Partner to the Partnership. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS AND
RELATED STOCKHOLDER MATTERS
As of December 31, 2003, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership reimburses its general partner for certain allocated
overhead and administrative expenses. These expenses represent the salaries and
benefits paid to corporate personnel. Such personnel provide administrative,
tax, accounting, legal and investor relations services to the Partnership. The
Partnership will continue to reimburse its general partner for actual time spent
on Partnership business by employees of Comcast until the Partnership is
liquidated and dissolved. During the years ended December 31, 2003, 2002 and
2001, such reimbursements totaled $2,472, $50,175 and $109,366, respectively.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The Partnership is considered an inactive registrant under Rule 3-11 of
Regulation S-X; therefore, audited financial statements for the year ended
December 31, 2003 are not required. The Partnership's financial statements for
the year ended December 31, 2003 have been audited on a voluntary basis and, as
such, principal accounting fees and services information is not presented.
16
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following consolidated financial statements of ours are included in
Part II, Item 8:
Independent Auditors' Reports.......................................................................5
Consolidated Balance Sheet--December 31, 2003 and 2002..............................................7
Consolidated Statement of Operations--Years Ended December 31, 2003, 2002 and 2001..................8
Consolidated Statement of Partners' Capital--Years Ended December 31, 2003, 2002 and 2001...........9
Consolidated Statement of Cash Flows--Years Ended December 31, 2003, 2002 and 2001.................10
Notes to Consolidated Financial Statements.........................................................11
(b) The following financial statement schedules required to be filed by Items 8
and 14(d) of Form 10-K are included in Part IV:
None.
(c) Reports on Form 8-K:
None.
(d) Exhibits filed herewith:
4.1 Limited Partnership Agreement for Cable TV Fund 12-D, Ltd.
(incorporated by reference from the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 1985).
4.2 Joint Venture Agreement of Cable TV Fund 12-BCD Venture dated as of
March 17, 1986, among Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C,
Ltd. and Cable TV Fund 12-D, Ltd. (incorporated by reference from the
Partnership's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987).
31 Certifications of Chief Executive Officer and Co-Chief Financial
Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certifications of Chief Executive Officer and Co-Chief Financial
Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in Philadelphia,
Pennsylvania.
CABLE TV FUND 12-D, LTD.,
a Colorado limited partnership
By: Comcast Cable Communications, LLC,
a Delaware limited liability corporation,
its General Partner
By: /s/ Brian L. Roberts
-------------------------------------------
Brian L. Roberts
Dated: March 30, 2004 Chairman; Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ Brian L. Roberts
-------------------------------------------
Brian L. Roberts
Chairman; Director
Dated: March 30, 2004 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
-------------------------------------------
Lawrence S. Smith
Dated: March 30, 2004 Executive Vice President; Director
(Co-Principal Financial Officer)
By: /s/ John R. Alchin
-------------------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 30, 2004 (Co-Principal Financial Officer)
By: /s/ David L. Cohen
-------------------------------------------
David L. Cohen
Dated: March 30, 2004 Executive Vice President; Director
By: /s/ Arthur R. Block
-------------------------------------------
Arthur R. Block
Senior Vice President; General Counsel;
Secretary
Dated: March 30, 2004 Director
By: /s/ Lawrence J. Salva
-------------------------------------------
Lawrence J. Salva
Senior Vice President and Controller
Dated: March 30, 2004 (Principal Accounting Officer)
18