<PAGE>
 
                                   FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______________ to _______________

Commission file number:    0-13193

                            CABLE TV FUND 12-A, LTD.
                            ------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                                   84-098104
        --------                                   ---------
(State of Organization)                (IRS Employer Identification No.)

P.O. Box 3309, Englewood, Colorado 80155-3309               (303) 792-3111
----------------------------------------------------        --------------
(Address of principal executive office and Zip Code) (Registrant's telephone 
                                                      no. including area code)

       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 registrants, (1) have 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) have 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:  N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)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



(33727)

                                      
<PAGE>
 
          Certain information contained in this Form 10-K 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 Form 10-K Report that address activities,
events or developments that the Partnership 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 a number of risks and uncertainties.  Actual events or
results may differ materially 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-A, 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"), which was sponsored by Jones Intercable, Inc. (the
"General Partner").  Cable TV Fund 12-B, Ltd., Cable TV Fund 12-C, Ltd. and
Cable TV Fund 12-D, Ltd. are the other partnerships that were formed pursuant to
the Program.  The Partnership was formed for the purpose of acquiring and
operating cable television systems.

          The Partnership owns the cable television systems serving areas in and
around Fort Myers, Florida (the "Fort Myers System"), Lake County, Illinois (the
"Lake County System"), and Orland Park and Park Forest, Illinois (the "Orland
Park System").  The Fort Myers System, the Lake County System and the Orland
Park System may hereinafter collectively be referred to as the "Systems."

          It is the General Partner's publicly announced policy that it intends
to liquidate its managed limited partnerships, including the Partnership, as
opportunities for sales of partnership cable television systems arise in the
marketplace.  In accordance with the General Partner's policy, the Partnership
has entered into an agreement to sell the Fort Myers System to an unaffiliated
cable television system operator, and the Lake County System and the Orland Park
System, along with other Chicago-area systems owned or managed by the General
Partner and its affiliates, are being marketed for sale.  There is no assurance
as to the timing or terms of any sales.

PROPOSED DISPOSITION OF CABLE TELEVISION SYSTEM

          In March 1998, the Partnership entered into a purchase and sale
agreement to sell the Fort Myers System to an unaffiliated cable television
system operator for a sales price of $110,000,000, subject to customary closing
adjustments.  Closing of the sale, which is anticipated to occur in the second
or third quarter of 1998, is subject to several conditions, including necessary
governmental and other third party consents.  Upon the consummation of the sale
of the Fort Myers System, the Partnership will repay approximately $9,600,000 of
the balance outstanding on its $22,950,000 term loan, will pay a brokerage fee
to The Jones Group, Ltd., a subsidiary of the General Partner, of $2,750,000,
representing 2.5 percent of the sales price, for acting as a broker in this
transaction, will retain a portion of the proceeds for working capital purposes
and will distribute the remaining sale proceeds of approximately $93,000,000 to
the partners.  Pursuant to the terms of the Partnership's limited partnership
agreement, from the net sale proceeds the Partnership first will return to the
limited partners the capital they initially contributed to the Partnership
($52,000,000) and the remainder of the proceeds will be allocated 75 percent to
the limited partners ($30,750,000) and 25 percent to the General Partner
($10,250,000).  The total limited partner distribution of $82,750,000 represents
$796 for each $500 limited partnership interest or $1,592 for each $1,000
invested in the Partnership.  Because the sale of the Fort Myers System does not
represent a sale of all or substantially all of the Partnership's assets, no
vote of the limited partners of the Partnership is required to approve the sale.

          CABLE TELEVISION SERVICES.  The Systems offer to subscribers various
types of programming, which include basic service, tier service, premium
service, pay-per-view programs and packages including several of these services
at combined rates.

                                       2
<PAGE>
 
          Basic cable television service usually consists of signals of all
national television networks broadcast by their local affiliates, various
independent and educational television stations (both VHF and UHF) and certain
signals received from satellites. Basic service also usually includes programs
originated locally by the system, which may consist of music, news, weather
reports, stock market and financial information and live or videotaped programs
of a public service or entertainment nature. FM radio signals are also
frequently distributed to subscribers as part of the basic service.

          The Systems offer tier services on an optional basis to its
subscribers.  A tier generally includes most of the cable networks such as
Entertainment and Sports Programming Network (ESPN), Cable News Network (CNN),
Turner Network Television (TNT), Family Channel, Discovery and others, and the
cable television operators buy tier programming from these networks.  The
Systems also offer a package that includes the basic service channels and the
tier services.

          The Systems also offer premium services to subscribers, which consist
of feature films, sporting events and other special features that are presented
without commercial interruption.  The cable television operators buy premium
programming from suppliers such as HBO, Showtime, Cinemax, Encore and others at
a cost based on the number of subscribers served by the cable operator.  The per
service cost of premium service programming usually is significantly more
expensive than the basic service or tier service programming, and consequently
cable operators price premium service separately when sold to subscribers.

          The Systems also offer to subscribers pay-per-view programming.  Pay-
per-view is a service that allows subscribers to receive single programs,
frequently consisting of motion pictures that have recently completed their
theatrical exhibitions and major sporting events, and to pay for such service on
a program-by-program basis.

          REVENUES.  Monthly service fees for basic, tier and premium services
constitute the major source of revenue for the Systems.  At December 31, 1997,
the Systems' monthly basic service rates ranged from $11.24 to $12.77, monthly
basic and tier ("basic plus") service rates ranged from $24.55 to $27.18 and
monthly premium services ranged from $4.48 to $9.95 per premium service.  In
addition, the Partnership earns revenues from the Systems' pay-per-view programs
and advertising fees.  Related charges may include a nonrecurring installation
fee that ranges from $1.99 to $35.73; however, from time to time the Systems
have followed the common industry practice of reducing or waiving the
installation fee during promotional periods.  Commercial subscribers such as
hotels, motels and hospitals are charged a nonrecurring connection fee that
usually covers the cost of installation.  Except under the terms of certain
contracts with commercial subscribers and residential apartment and condominium
complexes, the subscribers are free to discontinue the service at any time
without penalty.  For the year ended December 31, 1997, of the total fees
received by the Systems, basic service and tier service fees accounted for
approximately 71 percent of total revenues, premium service fees accounted for
approximately 11 percent of total revenues, pay-per-view fees were approximately
2 percent of total revenues, advertising fees were approximately 7 percent of
total revenues and the remaining 9 percent of total revenues came principally
from equipment rentals, installation fees and program guide sales.  The
Partnership is dependent upon the timely receipt of service fees to provide for
maintenance and replacement of plant and equipment, current operating expenses
and other costs of the Systems.

          FRANCHISES.  The Systems are constructed and operated under non-
exclusive, fixed-term franchises or other types of operating authorities
(referred to collectively herein as "franchises") granted by local governmental
authorities.  These franchises typically contain many conditions, such as time
limitations on commencement and completion of construction, conditions of
service, including the number of channels, types of programming and the
provision of free service to schools and certain other public institutions, and
the maintenance of insurance and indemnity bonds.  The provisions of local
franchises are subject to federal regulation.

          The Partnership holds 10 franchises relating to the Systems.  These
franchises provide for the payment of fees to the issuing authorities and
generally range from 3 percent to 5 percent of the gross revenues of a cable
television system.  The 1984 Cable Act prohibits franchising authorities from
imposing annual franchise fees in 

                                       3
<PAGE>
 
excess of 5 percent of gross revenues and also permits the cable television
system operator to seek renegotiation and modification of franchise requirements
if warranted by changed circumstances.

          The Partnership has never had a franchise revoked.  The Partnership is
currently negotiating the renewal of one franchise that is operating under an
extension. The General Partner has no reason to believe that such franchise will
not be renewed in due course.  The General Partner recently has experienced
lengthy negotiations with some
franchising authorities for the granting of franchise renewals.  Some of the
issues involved in recent renewal negotiations include rate regulation, customer
service standards, cable plant upgrade or replacement and shorter terms of
franchise agreements.

          COMPETITION.  Cable television systems currently experience 
competition from several sources.

          Broadcast Television.  Cable television systems have traditionally
          ---------------------                                             
competed with broadcast television, which consists of television signals that
the viewer is able to receive directly on his television without charge using an
"off-air" antenna.  The extent of such competition is dependent in part upon the
quality and quantity of signals available by such antenna reception as compared
to the services provided by the local cable system.  Accordingly, it has
generally been less difficult for cable operators to obtain higher penetration
rates in rural areas where signals available off-air are limited, than in
metropolitan areas where numerous, high quality off-air signals are often
available without the aid of cable television systems.

          Traditional Overbuild.  Cable television franchises are not exclusive,
          ---------------------                                                 
so that more than one cable television system may be built in the same area
(known as an "overbuild"), with potential loss of revenues to the operator of
the original cable television system.  The General Partner has experienced
overbuilds in connection with certain systems that it has owned or managed for
limited partnerships, and currently there are overbuilds in certain of the
systems owned or managed by the General Partner but not in the Systems.
Constructing and developing a cable television system is a capital intensive
process, and it is often difficult for a new cable system operator to create a
marketing edge over the existing system.  Generally, an overbuilder would be
required to obtain franchises from the local governmental authorities, although
in some instances, the overbuilder could be the local government itself.  In any
case, an overbuilder would be required to obtain programming contracts from
entertainment programmers and, in most cases, would have to build a complete
cable system, including headends, trunk lines and drops to individual
subscribers homes, throughout the franchise areas.

          DBS.  High-powered direct-to-home satellites have made possible the
          ---                                                                
wide-scale delivery of programming to individuals throughout the United States
using small roof-top or wall-mounted antennas.  Several companies began offering
direct broadcast satellite ("DBS") service over the last few years.  Companies
offering DBS service use video compression technology to increase channel
capacity of their systems to 100 or more channels and to provide packages of
movies, satellite network and other program services which are competitive to
those of cable television systems.  DBS faces technical and legal obstacles to
offering its customers local broadcast programming, although at least one DBS
provider is now attempting to do so.  In addition to emerging high-powered DBS
competition, cable television systems face competition from a major medium-
powered satellite distribution provider and several low-powered providers, whose
service requires use of much larger home satellite dishes.  Not all subscribers
terminate cable television service upon acquiring a DBS system.  The General
Partner has observed that there are DBS subscribers that also elect to subscribe
to cable television service in order to obtain the greatest variety of
programming on multiple television sets, including local programming not
available through DBS service.  The ability of DBS service providers to compete
successfully with the cable television industry will depend on, among other
factors, the ability of DBS providers to overcome certain legal and technical
hurdles and the availability of equipment at reasonable prices.

          Telephone and Utilities.  Federal cross-ownership restrictions
          -----------------------                                       
historically limited entry by local telephone companies into the cable
television business.  The 1996 Telecommunications Act (the "1996 Telecom Act")
eliminated this cross-ownership restriction, making it possible for companies
with considerable resources to overbuild existing cable operators and enter the
business.  Several telephone companies have begun seeking cable television
franchises from local governmental authorities and constructing cable television
systems.  Ameritech, 

                                       4
<PAGE>
 
one of the seven regional Bell Operating Companies ("BOCs"), which provides
telephone service in a multi-state region including Illinois, has been the most
active BOC in seeking local cable franchises within its service area. It has
begun cable service in competition with partnerships managed by the General
Partner in Elgin, Glen Ellyn and Naperville, Illinois. The General Partner
cannot predict at this time the extent of telephone company competition that
will emerge. The entry of telephone companies as direct competitors, however, is
likely to continue over the next several years and could adversely affect the
profitability and market value of cable television systems. The entry of
electric utility companies into the cable television business, as now authorized
by the 1996 Telecom Act, could have a similar adverse effect. The local electric
utility in the Washington D.C. area recently announced plans to participate in
RCN, a planned video competitor.

          Private Cable.  Additional competition is provided by private cable
          -------------                                                      
television systems, known as Satellite Master Antenna Television (SMATV),
serving multi-unit dwellings such as condominiums, apartment complexes, and
private residential communities.  These private cable systems may enter into
exclusive agreements with apartment owners and homeowners associations, which
may preclude operators of franchised systems from serving residents of such
private complexes.  Private cable systems that do not cross public rights of way
are free from the federal, state and local regulatory requirements imposed on
franchised cable television operators.  In some cases, the Partnership has been
unable to provide cable television service to buildings in which private
operators have secured exclusive contracts to provide video and telephony
services.  The Partnership is interested in providing these same services, but
expects that the market to install and provide these services in multi-unit
buildings will continue to be highly competitive.

          MMDS.  Cable television systems also compete with wireless program
          ----                                                              
distribution services such as multichannel, multipoint distribution service
("MMDS") systems, commonly called wireless cable, which are licensed to serve
specific areas.  MMDS uses low-power microwave frequencies to transmit
television programming over-the-air to paying subscribers.  The MMDS industry is
less capital intensive than the cable television industry, and it is therefore
more practical to construct MMDS systems in areas of lower subscriber
penetration.  Wireless cable systems are now in direct competition with cable
television systems in several areas of the country, including the system in Pima
County, Arizona owned by the General Partner.  Telephone companies have acquired
or invested in wireless companies, and may use MMDS systems to provide services
within their service areas in lieu of wired delivery systems.  Enthusiasm for
MMDS has waned in recent months, however, as Bell Atlantic and NYNEX have
suspended their investment in two major MMDS companies.  To date, the
Partnership has not lost a significant number of subscribers, nor a significant
amount of revenue, to MMDS operators competing with the Partnership's Systems.
A series of actions taken by the FCC, however, including reallocating certain
frequencies to the wireless services, are intended to facilitate the development
of wireless cable television systems as an alternative means of distributing
video programming.  In addition, Local Multipoint Distribution Services
("LMDS"), could also pose a significant threat to the cable television industry,
if and when it becomes established.  The potential impact, however, of LMDS is
difficult to assess due to the newness of the technology and the absence of any
current fully operational LMDS systems.

          Cable television systems are also in competition, in various degrees
with other communications and entertainment media, including motion pictures and
home video cassette recorders.

REGULATION AND LEGISLATION
--------------------------

          The operation of cable television systems is extensively regulated by
the FCC, some state governments and most local governments.  The new 1996
Telecom Act alters the regulatory structure governing the nation's
telecommunications providers.  It removes barriers to competition in both the
cable television market and the local telephone market.  Among other things, it
also reduces the scope of cable rate regulation.

          The 1996 Telecom Act requires the FCC to undertake a host of
implementing rulemakings, the final outcome of which cannot yet be determined.
Moreover, Congress and the FCC have frequently revisited the subject of cable
regulation.  Future legislative and regulatory changes could adversely affect
the Partnership's operations and there has been a recent increase in calls to
maintain or even tighten cable regulation in the absence of widespread effective
competition.  This section briefly summarizes key laws and regulations affecting
the 

                                       5
<PAGE>
 
operation of the Partnership's Systems and does not purport to describe all
present, proposed, or possible laws and regulations affecting the Partnership.

          Cable Rate Regulation.  The 1992 Cable Act imposed an extensive rate
          ---------------------                                               
regulation regime on the cable television industry.  Under that regime, all
cable systems are subject to rate regulation, unless they face "effective
competition" in their local franchise area.  Federal law now defines "effective
competition" on a community-specific basis as requiring either low penetration
(less than 30 percent) by the incumbent cable operator, appreciable
penetration (more than 15 percent) by competing multichannel video providers
("MVPs"), or the presence of a competing MVP affiliated with a local telephone
company.

          Although the FCC rules control, local government units (commonly
referred to as local franchising authorities or "LFAs") are primarily
responsible for administering the regulation of the lowest level of cable -- the
basic service tier ("BST"), which typically contains local broadcast stations
and public, educational, and government ("PEG") access channels.  Before an LFA
begins BST rate regulation, it must certify to the FCC that it will follow
applicable federal rules, and many LFAs have voluntarily declined to exercise
this authority.  LFAs also have primary responsibility for regulating cable
equipment rates.  Under federal law, charges for various types of cable
equipment must be unbundled from each other and from monthly charges for
programming services.  The 1996 Telecom Act allows operators to aggregate costs
for broad categories of equipment across geographic and functional lines.  This
change should facilitate the introduction of new technology.

          The FCC itself directly administers rate regulation of any cable
programming service tiers ("CPST"), which typically contain satellite-delivered
programming.   Under the 1996 Telecom Act, the FCC can regulate CPST rates only
if an LFA first receives at least two rate complaints from local subscribers and
then files a formal complaint with the FCC.  When new CPST rate complaints are
filed, the FCC now considers only whether the incremental increase is justified
and will not reduce the previously established CPST rate.

          Under the FCC's rate regulations, most cable systems were required to
reduce their BST and CPST rates in 1993 and 1994, and have since had their rate
increases governed by a complicated price cap scheme that allows for the
recovery of inflation and certain increased costs, as well as providing some
incentive for expanding channel carriage.  The FCC has modified its rate
adjustment regulations to allow for annual rate increases and to minimize
previous problems associated with regulatory lag.  Operators also have the
opportunity of bypassing this "benchmark" regulatory scheme in favor of
traditional "cost-of-service" regulation in cases where the latter methodology
appears favorable.  Premium cable services offered on a per-channel or per-
program basis remain unregulated, as do affirmatively marketed packages
consisting entirely of new programming product.  Federal law requires that the
BST be offered to all cable subscribers, but limits the ability of operators to
require purchase of any CPST before purchasing premium services offered on a
per-channel or per-program basis.

          The 1996 Telecom Act sunsets FCC regulation of CPST rates for all
systems (regardless of size) on March 31, 1999.  Certain critics of the cable
television industry have called for a delay in the regulatory sunset and some
have even urged more rigorous rate regulation in the interim, including a limit
on operators passing through to their customers increased programming costs.
The 1996 Telecom Act also relaxes existing uniform rate requirements by
specifying that uniform rate requirements do not apply where the operator faces
"effective competition," and by exempting bulk discounts to multiple dwelling
units, although complaints about predatory pricing still may be made to the FCC.

          Cable Entry Into Telecommunications.  The 1996 Telecom Act provides
          -----------------------------------                                
that no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service.  States are authorized, however, to impose
"competitively neutral" requirements regarding universal service, public safety
and welfare, service quality, and consumer protection.  State and local
governments also retain their authority to manage the public rights-of-way and
may require reasonable, competitively neutral compensation for management of the
public rights-of-way when cable operators provide telecommunications service.
The favorable pole attachment rates afforded cable operators under federal law
can be gradually increased by utility companies owning the poles (beginning in
2001) if the operator provides telecommunications service, as well as cable
service, over its plant.

                                       6
<PAGE>
 
          Cable entry into telecommunications will be affected by the regulatory
landscape now being fashioned by the FCC and state regulators.  One critical
component of the 1996 Telecom Act to facilitate the entry of new
telecommunications providers (including cable operators) is the interconnection
obligation imposed on all telecommunications carriers.  In July 1997, the Eighth
Circuit Court of Appeals vacated certain aspects of the FCC's initial
interconnection order.  That decision is now on appeal to the U.S. Supreme
Court.

          Telephone Company Entry Into Cable Television.  The 1996 Telecom Act
          ---------------------------------------------                       
allows telephone companies to compete directly with cable operators by repealing
the historic telephone company/cable cross-ownership ban.  Local exchange
carriers ("LECs"), including the BOCs, can now compete with cable operators both
inside and outside their telephone service areas.  Because of their resources,
LECs could be formidable competitors to traditional cable operators, and certain
LECs have begun offering cable service.  As described above, the General Partner
is now witnessing the beginning of LEC competition in a few of its cable
communities.

          Under the 1996 Telecom Act, a LEC providing video programming to
subscribers will be regulated as a traditional cable operator (subject to local
franchising and federal regulatory requirements), unless the LEC elects to
provide its programming via an "open video system" ("OVS").  To qualify for OVS
status, the LEC must reserve two-thirds of the system's activated channels for
unaffiliated entities.  RCN and affiliates of local power companies recently
have been certified to provide OVS service in areas encompassing the General
Partner's cable systems in suburban Maryland and Virginia.  This OVS potential
competition is not yet operational.

          Although LECs and cable operators can now expand their offerings
across traditional service boundaries, the general prohibition remains on LEC
buyouts (i.e., any ownership interest exceeding 10 percent) of co-located cable
systems, cable operator buyouts of co-located LEC systems, and joint ventures
between cable operators and LECs in the same market.  The 1996 Telecom Act
provides a few limited exceptions to this buyout prohibition, including a
carefully circumscribed "rural exemption."  The 1996 Telecom Act also provides
the FCC with the limited authority to grant waivers of the buyout prohibition
(subject to LFA approval).

          Electric Utility Entry Into Telecommunications/Cable Television.  The
          ---------------------------------------------------------------      
1996 Telecom Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services (including cable
television) notwithstanding the Public Utilities Holding Company Act.  Electric
utilities must establish separate subsidiaries, known as "exempt
telecommunications companies" and must apply to the FCC for operating authority.
Again, because of their resources, electric utilities could be formidable
competitors to traditional cable systems.

          Additional Ownership Restrictions.  The 1996 Telecom Act eliminates
          ---------------------------------                                  
statutory restrictions on broadcast/cable cross-ownership (including broadcast
network/cable restrictions), but leaves in place existing FCC regulations
prohibiting local cross-ownership between co-located television stations and
cable systems.  The 1996 Telecom Act also eliminates the three year holding
period required under the 1992 Cable Act's "anti-trafficking" provision.  The
1996 Telecom Act leaves in place existing restrictions on cable cross-ownership
with SMATV and MMDS facilities, but lifts those restrictions where the cable
operator is subject to effective competition.  In January 1995, however, the FCC
adopted regulations which permit cable operators to own and operate SMATV
systems within their franchise area, provided that such operation is consistent
with local cable franchise requirements.

          Pursuant to the 1992 Cable Act, the FCC adopted rules precluding a
cable system from devoting more than 40 percent of its activated channel
capacity to the carriage of affiliated national program services.  A companion
rule establishing a nationwide ownership cap on any cable operator equal to 30
percent of all domestic cable subscribers has been stayed pending further
judicial review, although the FCC recently expressed an interest in reviewing
and reimposing this limit.

          There are no federal restrictions on non-U.S. entities having an
ownership interest in cable television systems or the FCC licenses commonly
employed by such systems.  Section 310(b)(4) of the Communications Act does,
however, prohibit foreign ownership of FCC broadcast and telephone licenses,
unless the FCC concludes 

                                       7
<PAGE>
 
that such foreign ownership is consistent with the public interest. The
investment of BCI Telecom Holding Inc. ("BCI") in the General Partner could,
therefore, adversely affect any plan to acquire FCC broadcast or common carrier
licenses. The Partnership, however, does not currently plan to acquire such
licenses.

          Must Carry/Retransmission Consent.  The 1992 Cable Act contains
          ---------------------------------                              
broadcast signal carriage requirements that allow local commercial television
broadcast stations to elect once every three years between requiring a cable
system to carry the station ("must carry") or negotiating for payments for
granting permission to the cable operator to carry the station ("retransmission
consent").  Less popular stations typically elect "must carry," and more popular
stations typically elect "retransmission consent."  Must carry requests can
dilute the appeal of a cable system's programming offerings, and retransmission
consent demands may require substantial payments or other concessions. Either
option has a potentially adverse affect on the Partnership's business.
Additionally, cable systems are required to obtain retransmission consent for
all "distant" commercial television stations (except for satellite-delivered
independent "superstations" such as WGN). The burden associated with "must
carry" may increase substantially if broadcasters proceed with planned
conversion to digital transmission and the FCC determines that cable systems
must carry all analogue and digital broadcasts in their entirety.

          Access Channels.  LFAs can include franchise provisions requiring
          ---------------                                                  
cable operators to set aside certain channels for public, educational and
governmental access programming.  Federal law also requires cable systems to
designate a portion of their channel capacity (up to 15 percent in some cases)
for commercial leased access by unaffiliated third parties.  The FCC has adopted
rules regulating the terms, conditions and maximum rates a cable operator may
charge for use of the designated channel capacity, but use of commercial leased
access channels has been relatively limited.  The FCC released revised rules in
February 1997 mandating a modest rate reduction.  The reduction sparked some
increase in part-time use, but did not make commercial leased access
substantially more attractive to third party programmers.  Certain of those
programmers have now appealed the revised rules to the D.C. Court of Appeals.
Should the courts and the FCC ultimately determine that an additional reduction
in access rates is required, cable operators could lose programming control of a
substantial number of cable channels.

          Access to Programming.  To spur the development of independent cable
          ---------------------                                               
programmers and competition to incumbent cable operators, the 1992 Cable Act
imposed restrictions on the dealings between cable operators and cable
programmers.  Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring cable operators over competitors and requires such programmers to sell
their programming to other multichannel video distributors.  This provision
limits the ability of vertically integrated cable programmers to offer exclusive
programming arrangements to cable companies.  There recently has been increased
interest in further restricting the marketing practices of cable programmers,
including subjecting programmers who are not affiliated with cable operators to
all of the existing program access requirements.

          Inside Wiring.  The FCC recently determined that an incumbent cable
          -------------                                                      
operator can be required by the owner of a multiple dwelling unit ("MDU")
complex to remove, abandon or sell the "home run" wiring it initially provided.
In addition, the FCC is reviewing the enforceability of contracts to provide
exclusive video service within a MDU complex.  The FCC has proposed abrogating
all such contracts held by incumbent cable operators, but allowing such
contracts when held by new entrants.  These changes, and others now being
considered by the FCC, would, if implemented, make it easier for a MDU complex
owner to terminate service from an incumbent cable operator in favor of a new
entrant and leave the already competitive MDU sector even more challenging for
incumbent cable operators.

          Other FCC Regulations.  In addition to the FCC regulations noted
          ---------------------                                           
above, there are other FCC regulations covering such areas as equal employment
opportunity, subscriber privacy, programming practices (including, among other
things, syndicated program exclusivity, network program nonduplication, local
sports blackouts, indecent programming, lottery programming, political
programming, sponsorship identification, and children's programming
advertisements), registration of cable systems and facilities licensing,
maintenance of various records and public inspection files, frequency usage,
lockbox availability, antenna structure notification, tower marking and
lighting, consumer protection and customer service standards, technical
standards and 

                                       8
<PAGE>
 
consumer electronics equipment compatibility. Federal requirements governing
Emergency Alert Systems and Closed Captioning adopted in 1997 will impose
additional costs on the operation of cable systems. The FCC is currently
considering whether cable customers must be allowed to purchase cable converters
from third party vendors. If the FCC concludes that such distribution is
required, and does not make appropriate allowances for signal piracy concerns,
it may become more difficult for cable operators to combat theft of service. The
FCC has the authority to enforce its regulations through the imposition of
substantial fines, the issuance of cease and desist orders and/or the imposition
of other administrative sanctions, such as the revocation of FCC licenses needed
to operate certain transmission facilities used in connection with cable
operations.

          Internet Access.  Many cable operators have begun offering high speed
          ---------------                                                      
internet service to their customers.  At this time, there is no signficant
federal or local regulation of this service.  However, as internet services
develop, it is possible that new regulations could be imposed.

          Copyright.  Cable television systems are subject to federal copyright
          ---------                                                            
licensing covering carriage of television and radio broadcast signals.  In
exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool (that varies depending on the size
of the system and the number of distant broadcast television signals carried),
cable operators can obtain blanket permission to retransmit copyrighted material
on broadcast signals.  The possible modification or elimination of this
compulsory copyright license is the subject of continuing legislative review and
could adversely affect the Partnership's ability to obtain desired broadcast
programming.  In addition, the cable industry pays music licensing fees to BMI
and is negotiating a similar arrangement with ASCAP.  Copyright clearances for
nonbroadcast programming services are arranged through private negotiations.

          State and Local Regulation.  Cable television systems generally are
          --------------------------                                         
operated pursuant to nonexclusive franchises granted by a municipality or other
state or local government entity in order to cross public rights-of-way.
Federal law now prohibits franchise authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises.   Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
fails to comply with material provisions.

          The terms and conditions of franchises vary materially from
jurisdiction to jurisdiction.  Each franchise generally contains provisions
governing cable operations, service rates, franchise fees, system construction
and maintenance obligations, system channel capacity, design and technical
performance, customer service standards, and indemnification protections.  A
number of states subject cable television systems to the jurisdiction of
centralized state governmental agencies, some of which impose regulation of a
character similar to that of a public utility.  Although LFAs have considerable
discretion in establishing franchise terms, there are certain federal
limitations.  For example, LFAs cannot insist on franchise fees exceeding 5
percent of the system's gross revenues, cannot dictate the particular technology
used by the system, and cannot specify video programming other than identifying
broad categories of programming.

          Federal law contains renewal procedures designed to protect incumbent
franchisees against arbitrary denials of renewal.  Even if a franchise is
renewed, the franchise authority may seek to impose new and more onerous
requirements such as significant upgrades in facilities and services or
increased franchise fees as a condition of renewal.  Similarly, if a franchise
authority's consent is required for the purchase or sale of a cable system or
franchise, such authority may attempt to impose more burdensome or onerous
franchise requirements in connection with a request for consent.  Historically,
franchises have been renewed for cable operators that have provided satisfactory
services and have complied with the terms of their franchises.

          GENERAL.  The Partnership's business consists of providing cable
television services to a large number of customers, the loss of any one of which
would have no material effect on the Partnership's business.  The Systems have
had some subscribers who later terminated the service.  Terminations occur
primarily because people move to another home or to another city.  In other
cases, people terminate on a seasonal basis or because they no longer can afford
or are dissatisfied with the service.  The amount of past due accounts in the
Systems is not significant.  

                                       9
<PAGE>
 
The Partnership's policy with regard to past due accounts is basically one of
disconnecting service before a past due account becomes material.

          The Partnership does not depend to any material extent on the
availability of raw materials; it carries no significant amounts of inventory
and it has no material backlog of customer orders. The Partnership does not have
any employees because all properties are managed by employees of the General
Partner.  The General Partner has engaged in research and development activities
relating to the provision of new services but the amount of the Partnership's
funds expended for such research and development has never been material.

          Compliance with federal, state and local provisions that have been
enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment has had no material
effect upon the capital expenditures, earnings or competitive position of the
Partnership.

                              ITEM 2.  PROPERTIES
                              -------------------

          The cable television systems owned by the Partnership are described 
below:

<TABLE>
<CAPTION>
                        SYSTEM                          ACQUISITION DATE
                        ------                          ----------------
<S>                                                     <C>
 
           Fort Myers System                                May 1985
           Orland Park System                               May 1985
           Lake County System                               May 1985
</TABLE>

          The following sets forth (i) the monthly basic plus service rates
charged to subscribers and (ii) the number of basic subscribers and pay units
for the Systems.  The monthly basic service rates set forth herein represent,
with respect to systems with multiple headends, the basic service rate charged
to the majority of the subscribers within the system.  In cable television
systems, basic subscribers can subscribe to more than one pay TV service.  Thus,
the total number of pay services subscribed to by basic subscribers are called
pay units.  As of December 31, 1997, the Lake County System operated cable plant
passing approximately 28,600 homes, with an approximate 71 percent penetration
rate; the Orland Park System operated cable plant passing approximately 30,900
homes, with an approximate 69 percent penetration rate; and the Fort Myers
System operated cable plant passing approximately 71,400 homes, with an
approximate 55 percent penetration rate.  Figures for numbers of subscribers and
homes passed are compiled from the General Partner's records and may be subject
to adjustments.

<TABLE>
<CAPTION>
                                                                               At December 31,
                                                    ---------------------------------------------------------------------
Fort Myers System                                           1997                    1996                   1995
-----------------                                   ---------------------  ----------------------  ----------------------
<S>                                                 <C>                    <C>                     <C>
Monthly basic plus service rate                           $ 25.11                 $ 23.51                 $ 20.52
Basic subscribers                                          39,568                  38,944                  38,306
Pay units                                                  22,864                  23,122                  23,425
</TABLE>

<TABLE>
<CAPTION>
                                                                               At December 31,
                                                    ---------------------------------------------------------------------
Lake County System                                          1997                    1996                   1995
------------------                                  ---------------------  ----------------------  ----------------------
<S>                                                 <C>                    <C>                     <C>
Monthly basic plus service rate                           $ 24.55                 $ 23.38                 $ 22.52
Basic subscribers                                          20,417                  19,745                  18,611
Pay units                                                  11,932                  12,122                  12,375
</TABLE>


<TABLE>
<CAPTION>
                                                                               At December 31,
                                                    ---------------------------------------------------------------------
Orland Park System                                          1997                    1996                   1995
------------------                                  ---------------------  ----------------------  ----------------------
<S>                                                 <C>                    <C>                     <C>
Monthly basic plus service rate                           $ 27.18                 $ 25.16                 $ 24.01
Basic subscribers                                          21,532                  20,853                  19,730
Pay units                                                  14,967                  14,887                  14,418
</TABLE>

                                       10
<PAGE>
 
                           ITEM 3.  LEGAL PROCEEDINGS
                           --------------------------

       None.


          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 SECURITY HOLDER 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.  During 1997, partners of the Partnership conducted "limited
tender offers" for interests in the Partnership at prices ranging from $570 to
$640 per interest. As of February 16, 1998, the number of equity security
holders in the Partnership was 6,879.

                                       11
<PAGE>
 
ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------
<TABLE>
<CAPTION>
 
 
                                                        For the Year Ended December 31,
                                      --------------------------------------------------------------------
Cable TV Fund 12-A, Ltd.                  1997          1996          1995          1994          1993
------------------------------------  ------------  ------------  ------------  ------------  ------------
<S>                                   <C>           <C>           <C>           <C>           <C>
 
Revenues                              $36,986,475   $34,485,280   $32,080,534   $29,378,010   $28,963,726
Depreciation and Amortization           7,152,481     7,279,700     7,146,711     7,032,177     7,840,193
Operating Income                        4,830,338     2,749,310     2,369,663     1,377,680     1,196,824
Net Income (Loss)                       3,044,075       988,478       379,266      (492,539)     (409,726)
Net Income (Loss) per Limited
    Partnership Unit                        28.98          9.41          3.61         (4.69)        (3.90)
Weighted Average Number of Limited
    Partnership Units Outstanding         104,000       104,000       104,000       104,000       104,000
General Partner's Deficit                (328,014)     (358,455)     (368,340)     (372,133)     (367,208)
Limited Partners' Capital              12,277,344     9,263,710     8,285,117     7,909,644     8,397,258
Total Assets                           37,049,738    38,472,570    36,825,106    36,725,141    39,297,990
Debt                                   23,272,240    27,179,908    26,736,382    26,402,399    29,724,530
General Partner Advances                        -             -       373,311     1,305,933       220,722
 
</TABLE>

                                       12
<PAGE>
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------  -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

                            CABLE TV FUND 12-A, LTD.
                            ------------------------
                                        
     The following discussion of the financial condition and results of
operations of Cable TV Fund 12-A, Ltd. (the "Partnership") 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.  The
Partnership's actual results may differ significantly from the results predicted
in such forward-looking statements.

FINANCIAL CONDITION
-------------------

     It is the General Partner's publicly announced policy that it intends to
liquidate its managed partnerships, including the Partnership, as opportunities
for sales of partnership cable television systems arise in the marketplace.  In
accordance with the General Partner's policy, the Partnership has entered into a
contract to sell the cable television system serving the areas in and around
Fort Myers, Florida (the "Fort Myers System") to an unaffiliated cable
television system operator and the Partnership's remaining systems are being
marketed for sale.  The General Partner is continuing to seek opportunities to
sell the Partnership's remaining systems.  There is no assurance as to the
timing or terms of any sales.

     In March 1998, the Partnership entered into an asset purchase agreement to
sell the Fort Myers System to an unaffiliated cable television system operator
for a sales price of $110,000,000, subject to customary closing adjustments.
Closing of the sale, which is anticipated to occur in the second or third
quarter of 1998, is subject to several conditions, including necessary
governmental and other third party consents.  Upon the consummation of the sale
of the Fort Myers System, the Partnership will repay approximately $9,600,000 of
the balance outstanding on its $22,950,000 term loan, will pay a brokerage fee
to The Jones Group, Ltd., a subsidiary of the General Partner, totaling
$2,750,000, representing 2.5 percent of the sales price, for acting as a broker
in this transaction, will retain a portion of the proceeds for working capital
purposes and will distribute the remaining net sale proceeds of approximately
$93,000,000 to the partners.  Pursuant to the terms of the Partnership's limited
partnership agreement, from the net sale proceeds the Partnership first will
return to the limited partners the capital they initially contributed to the
Partnership ($52,000,000) and the remainder will be allocated 75 percent to the
limited partners ($30,750,000) and 25 percent to the General Partner
($10,250,000).  The total limited partner distribution of $82,750,000 represents
$796 per each $500 limited partnership interest or $1,592 for each $1,000
invested in the Partnership.  Because the sale of the Fort Myers System does not
represent a sale of all or substantially all of the Partnership's assets, no
vote of the limited partners of the Partnership is required to approve this
sale.

     For the year ended December 31, 1997, the Partnership generated net cash
from operating activities totaling approximately $8,457,493, which is available
to fund capital expenditures and non-operating costs.  Capital expenditures
totaled approximately $6,405,819 during 1997.  Approximately 34 percent of these
expenditures related to the construction of service drops to subscribers' homes.
Approximately 23 percent of these expenditures related to the construction of
new cable plant associated with new homes passed.  The remaining expenditures
were used to maintain the value of the Partnership's systems.  Funding for these
expenditures was provided by cash on hand and cash generated from operations.
Budgeted capital expenditures for 1998 are approximately $4,850,000.
Approximately 39 percent of these anticipated expenditures relate to the
construction of service drops to subscribers' homes.  Approximately 35 of these
anticipated expenditures relate to the construction of new cable plant
associated with new homes passed.  The remaining anticipated expenditures will
be used to maintain the value of the Partnership's systems until they are sold.
Depending upon the timing of the sale of the Fort Myers System, the Partnership
likely will only make the budgeted capital expenditures expected to be made
during the Partnership's continued ownership of the Fort Myers System.  Funding
for these expenditures is expected to be provided by cash on hand and cash
generated by operations.

     As of December 31, 1997, $22,950,000 was outstanding under the
Partnership's term loan agreement, which is payable in consecutive quarterly
installments through December 31, 2001.  A total of $4,050,000 in principal
payments was paid during 1997.  These payments were funded from cash on hand and
cash generated from operations.  Generally, interest payable on the outstanding
balance is at the Partnership's option of Prime or a fixed rate defined as the
London Interbank Offered Rate plus 1 percent.  Principal payments due during
1998 total $4,050,000.  The effective interest rates on outstanding obligations
as of December 31, 1997 and 1996 were 6.88 percent and 6.73 percent,
respectively.

                                       13
<PAGE>
 
     The General Partner believes that the Partnership has sufficient sources of
capital from cash on hand and cash generated from operations to meet its
presently anticipated needs provided that the Fort Myers System is sold as
expected in 1998.

Year 2000 Issue
---------------

     The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00."  This problem could
cause system failure or miscalculations causing disruptions of business
processes.

     The General Partner has initiated an assessment of its computer
applications to determine the extent of the problem.  Based on this assessment,
the General Partner has determined that the majority of its computer
applications supporting business processes, including accounting and billing,
are designed to handle the Year 2000 appropriately.

     The General Partner is currently focusing its efforts on the impact of the
Year 2000 issue on service delivery.  The General Partner has established an
internal team to address this issue.  The General Partner is identifying and
testing all date-sensitive equipment involved in delivering service to the
Partnership's customers.  In addition, the General Partner will assess its
options regarding repair or replacement of affected equipment during this
testing. The General Partner currently has no definitive estimate of the cost or
the extent of the impact, if any, this problem will have on service delivery;
however, the General Partner does not believe that the impact will be material.
The General Partner anticipates completion of its testing in 1998, at which time
it will determine the financial impact on the Partnership.  

RESULTS OF OPERATIONS
---------------------

     1997 compared to 1996
     ---------------------

     Revenues of the Partnership increased $2,501,195, or approximately 7
percent, to $36,986,475 in 1997 from $34,485,280 in 1996. Basic service rate
increases implemented in all of the Partnership's systems accounted for
approximately 59 percent of the increase in revenues.  An increase in the number
of basic subscribers accounted for approximately 30 percent of the increase in
revenues.  The Partnership added 1,975 basic subscribers in 1997, an increase of
approximately 2 percent.  The number of basic subscribers totaled 81,517 at
December 31, 1997, compared to 79,542 at December 31, 1996.  No other individual
factor was significant to the increase in revenues.

     Operating expenses consist primarily of costs associated with the operation
and administration of the Partnership's cable television systems.  The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and marketing expenses.

     Operating expenses increased $562,075, or approximately 3 percent, to
$21,035,811 in 1997 from $20,473,736 in 1996. This increase was primarily due to
an increase in programming fees. No other individual factor contributed
significantly to the increase in operating expenses.  Operating expenses
represented approximately 57 percent of revenues in 1997 compared to
approximately 59 percent of revenues in 1996.

     The cable television industry generally measures the performance of a cable
television system in terms of operating cash flow (revenues less operating
expenses).  This measure is not intended to be a substitute or improvement upon
the items disclosed on the financial statements, rather it is included because
it is an industry standard.  Operating cash flow increased $1,939,120, or
approximately 14 percent, to $15,950,664 in 1997 from $14,011,544 in 1996.  This
increase was due to the increase in revenues exceeding the increase in operating
expenses.

     Management fees and allocated overhead from the General Partner decreased
$14,689 to $3,967,845 in 1997 from $3,982,534 in 1996.  This decrease was
primarily due to a decrease in the amount of expenses allocated from the General
Partner.

     Depreciation and amortization expense decreased $127,219, or approximately
2 percent, to $7,152,481 in 1997 from $7,279,700 in 1996.  This decrease was due
to the maturation of a portion of the Partnership's depreciable asset base.

                                       14
<PAGE>
 
     Operating income increased $2,081,028, or approximately 76 percent, to
$4,830,338 in 1997 from $2,749,310 in 1996.  This increase was due to the
increase in operating cash flow and decrease in depreciation and amortization
expense.

     Interest expense increased $52,280, or approximately 3 percent, to
$1,765,957 in 1997 from $1,713,677 in 1996.  This increase was primarily due to
higher effective interest rates on interest bearing obligations during 1997.

     Net income increased $2,055,597, to $3,044,075 in 1997 from $988,478 in
1996.  This increase was due to the factors discussed above.

     1996 compared to 1995
     ---------------------

     Revenues of the Partnership increased $2,404,746, or approximately 7
percent, to $34,485,280 in 1996 from $32,080,534 in 1995.  An increase in the
number of basic subscribers accounted for approximately 40 percent of the
increase in revenues.  The Partnership added 2,895 basic subscribers in 1996, an
increase of approximately 4 percent.  The number of basic subscribers totaled
79,542 at December 31, 1996, compared to 76,647 at December 31, 1995.  Basic
service rate increases implemented in all of the Partnership's systems accounted
for approximately 34 percent of the increase in revenues.  An increase in
advertising sales revenue also contributed to the increase in revenues.  No
other individual factor was significant to the increase in revenues.

     Operating expenses increased $1,824,805, or approximately 10 percent, to
$20,473,736 in 1996 from $18,648,931 in 1995.  This increase was primarily due
to an increase in programming fees which was due, in part, to the increase in
the subscriber base.  No other individual factor contributed significantly to
the increase in operating expenses. Operating expenses represented approximately
59 percent of revenues in 1996 compared to approximately 58 percent of revenues
in 1995.

     Operating cash flow increased $579,941, or approximately 4 percent, to
$14,011,544 in 1996 from $13,431,603 in 1995.  This increase was due to the
increase in revenues exceeding increases in operating expenses.

     Management fees and allocated overhead from the General Partner increased
$67,305, or approximately 2 percent, to $3,982,534 in 1996 from $3,915,229 in
1995.  This increase was due to an increase in management fees.  Management
fees, which are based on a percentage of revenues, increase when revenues
increase.

     Depreciation and amortization expense increased $132,989, or approximately
2 percent, to $7,279,700 in 1996 from $7,146,711 in 1995.  This increase was due
to additions to the Partnership's depreciable asset base in 1996 and 1995.

     Operating income increased $379,647, or approximately 16 percent, to
$2,749,310 in 1996 from $2,369,663 in 1995.  This increase was due to the
increase in operating cash flow exceeding the increase in depreciation and
amortization expense.

     Interest expense decreased $305,175, or approximately 15 percent, to
$1,713,677 in 1996 from $2,018,852 in 1995.  This decrease was due to lower
outstanding balances during the year and lower effective interest rates on
interest bearing obligations.

     Net income increased $609,212, to $988,478 in 1996 from $379,266 in 1995.
This increase was due to the factors discussed above.


ITEM 8.  FINANCIAL STATEMENTS
-----------------------------

     The audited financial statements of the Partnership for the year ended
December 31, 1997 follow.

                                       15
<PAGE>
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------


To the Partners of Cable TV Fund 12-A, Ltd.:

     We have audited the accompanying balance sheets of CABLE TV FUND 12-A, LTD.
(a Colorado limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the three years in the period ended December 31, 1997.  These financial
statements are the responsibility of the General Partner's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 financial statements referred to above present fairly,
in all material respects, the financial position of Cable TV Fund 12-A, Ltd. as
of December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.



                                         ARTHUR ANDERSEN LLP



Denver, Colorado,
 March 19, 1998.

                                       16
<PAGE>
 
                            CABLE TV FUND 12-A, LTD.
                            ------------------------
                            (A Limited Partnership)

                                 BALANCE SHEETS
                                 --------------
<TABLE>
<CAPTION>
 
 
                                                                                 December 31,
                                                                         ---------------------------
                     ASSETS                                                   1997           1996
                     ------                                              ------------   ------------
<S>                                                                      <C>            <C> 

CASH                                                                     $  2,047,098   $  4,034,642
 
TRADE RECEIVABLES, less allowance for doubtful receivables of
   $47,572 and $35,573 at December 31, 1997 and 1996, respectively          1,197,527        685,452
 
INVESTMENT IN CABLE TELEVISION PROPERTIES:
  Property, plant and equipment, at cost                                   86,596,679     80,190,860
  Less- accumulated depreciation                                          (54,740,733)   (48,417,981)
                                                                         ------------   ------------
 
                                                                           31,855,946     31,772,879
 
  Franchise costs and other intangible assets, net of accumulated
     amortization of $33,880,137 and $33,337,684 at December 31, 1997
     and 1996, respectively                                                 1,277,970      1,688,873
                                                                         ------------   ------------
 
                     Total investment in cable television properties       33,133,916     33,461,752
 
DEPOSITS, PREPAID EXPENSES AND DEFERRED CHARGES                               671,197        290,724
                                                                         ------------   ------------
 
                     Total assets                                        $ 37,049,738   $ 38,472,570
                                                                         ============   ============
 
</TABLE>
                 The accompanying notes to financial statements
                 are an integral part of these balance sheets.

                                       17
<PAGE>
 
                            CABLE TV FUND 12-A, LTD.
                            ------------------------
                            (A Limited Partnership)

                                 BALANCE SHEETS
                                 --------------
<TABLE>
<CAPTION>
 
 
                                                                                  December 31,
                                                                          ---------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                                   1997           1996
-------------------------------------------                               ------------   ------------
<S>                                                                       <C>            <C>
 
LIABILITIES:
  Debt                                                                    $ 23,272,240   $ 27,179,908
  Trade accounts payable and accrued liabilities                             1,690,998      2,261,358
  Subscriber prepayments                                                       137,170        126,049
                                                                          ------------   ------------
 
                     Total liabilities                                      25,100,408     29,567,315
                                                                          ------------   ------------
 
COMMITMENTS AND CONTINGENCIES (Note 7)
 
PARTNERS' CAPITAL (DEFICIT):
  General Partner-
    Contributed capital                                                          1,000          1,000
    Accumulated deficit                                                       (329,014)      (359,455)
                                                                          ------------   ------------
 
                                                                              (328,014)      (358,455)
                                                                          ------------   ------------
 
  Limited Partners-
    Net contributed capital (104,000 units outstanding at
      December 31, 1997 and 1996)                                           44,619,655     44,619,655
    Accumulated deficit                                                    (32,342,311)   (35,355,945)
                                                                          ------------   ------------
 
                                                                            12,277,344      9,263,710
                                                                          ------------   ------------
 
                     Total liabilities and partners' capital (deficit)    $ 37,049,738   $ 38,472,570
                                                                          ============   ============
 
</TABLE>
                 The accompanying notes to financial statements
                 are an integral part of these balance sheets.

                                       18
<PAGE>
 
                            CABLE TV FUND 12-A, LTD.
                            ------------------------
                            (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                            ------------------------

<TABLE>
<CAPTION>

                                                               For the Year Ended December 31,
                                                          ----------------------------------------
                                                              1997          1996          1995
                                                          ------------  ------------  ------------
<S>                                                       <C>           <C>           <C>
 
REVENUES                                                  $36,986,475   $34,485,280   $32,080,534
 
COSTS AND EXPENSES:
  Operating expenses                                       21,035,811    20,473,736    18,648,931
  Management fees and allocated overhead
   from General Partner                                     3,967,845     3,982,534     3,915,229
  Depreciation and amortization                             7,152,481     7,279,700     7,146,711
                                                          -----------   -----------   -----------
 
OPERATING INCOME                                            4,830,338     2,749,310     2,369,663
                                                          -----------   -----------   -----------
 
OTHER INCOME (EXPENSE):
  Interest expense                                         (1,765,957)   (1,713,677)   (2,018,852)
  Other, net                                                  (20,306)      (47,155)       28,455
                                                          -----------   -----------   -----------
 
              Total other income (expense), net            (1,786,263)   (1,760,832)   (1,990,397)
                                                          -----------   -----------   -----------
 
NET INCOME                                                $ 3,044,075   $   988,478   $   379,266
                                                          ===========   ===========   ===========
 
ALLOCATION OF NET INCOME:
  General Partner                                         $    30,441   $     9,885   $     3,793
                                                          ===========   ===========   ===========
 
  Limited Partners                                        $ 3,013,634   $   978,593   $   375,473
                                                          ===========   ===========   ===========
 
NET INCOME PER LIMITED PARTNERSHIP UNIT                        $28.98         $9.41         $3.61
                                                          ===========   ===========   ===========
 
WEIGHTED AVERAGE NUMBER OF LIMITED
  PARTNERSHIP UNITS OUTSTANDING                               104,000       104,000       104,000
                                                          ===========   ===========   ===========
 
</TABLE>
                 The accompanying notes to financial statements
                   are an integral part of these statements.

                                       19
<PAGE>
 
                            CABLE TV FUND 12-A, LTD.
                            ------------------------
                            (A Limited Partnership)

                   STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                   -----------------------------------------


<TABLE>
<CAPTION>                                        

                                                        For the Year Ended December 31,       
                                                    --------------------------------------    
                                                        1997         1996         1995        
                                                    ------------  -----------  -----------    
<S>                                                 <C>           <C>          <C>            
                                                                                              
GENERAL PARTNER:                                                                              
  Balance, beginning of year                        $  (358,455)  $ (368,340)  $ (372,133)    
  Net income for year                                    30,441        9,885        3,793     
                                                    -----------   ----------   ----------     
                                                                                              
  Balance, end of year                              $  (328,014)  $ (358,455)  $ (368,340)    
                                                    ===========   ==========   ==========     
                                                                                              
                                                                                              
LIMITED PARTNERS:                                                                             
  Balance, beginning of year                        $ 9,263,710   $8,285,117   $7,909,644     
  Net income for year                                 3,013,634      978,593      375,473     
                                                    -----------   ----------   ----------     
                                                                                              
  Balance, end of year                              $12,277,344   $9,263,710   $8,285,117     
                                                    ===========   ==========   ==========      
 
</TABLE>
                 The accompanying notes to financial statements
                   are an integral part of these statements.

                                       20
<PAGE>
 
                            CABLE TV FUND 12-A, LTD.
                            ------------------------
                            (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                            ------------------------


<TABLE>  
<CAPTION>                                                                                  

                                                                                 For the Year Ended December 31,
                                                                            -----------------------------------------
                                                                                1997          1996          1995
                                                                            ------------  ------------  -------------
<S>                                                                         <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                $ 3,044,075   $   988,478   $    379,266
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation and amortization                                           7,152,481     7,279,700      7,146,711
      Amortization of interest rate protection contract                               -             -         50,004
      Decrease (increase) in trade receivables                                 (512,075)      228,945       (539,580)
      Increase in deposits, prepaid expenses and deferred charges              (667,749)     (107,492)      (245,238)
      Decrease in General Partner advances                                            -      (373,311)      (932,622)
      Increase (decrease) in trade accounts payable and accrued
        liabilities and subscriber prepayments                                 (559,239)      588,771        319,338
                                                                            -----------   -----------   ------------
 
                     Net cash provided by operating activities                8,457,493     8,605,091      6,177,879
                                                                            -----------   -----------   ------------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment, net                                    (6,405,819)   (6,321,698)    (5,782,796)
  Franchise renewal costs                                                      (131,550)            -              -
                                                                            -----------   -----------   ------------
 
                     Net cash used in investing activities                   (6,537,369)   (6,321,698)    (5,782,796)
                                                                            -----------   -----------   ------------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings                                                      237,422     2,260,619     28,612,825
  Repayment of debt                                                          (4,145,090)   (1,817,093)   (28,278,842)
                                                                            -----------   -----------   ------------
 
                     Net cash provided by (used in) financing activities     (3,907,668)      443,526        333,983
                                                                            -----------   -----------   ------------
 
Increase (decrease) in cash                                                  (1,987,544)    2,726,919        729,066
 
Cash, beginning of year                                                       4,034,642     1,307,723        578,657
                                                                            -----------   -----------   ------------
 
Cash, end of year                                                           $ 2,047,098   $ 4,034,642   $  1,307,723
                                                                            ===========   ===========   ============
 
SUPPLEMENTAL CASH FLOW DISCLOSURE:
  Interest paid                                                             $ 1,949,049   $ 1,746,102   $  1,850,342
                                                                            ===========   ===========   ============
 
</TABLE>
                 The accompanying notes to financial statements
                   are an integral part of these statements.

                                       21
<PAGE>
 
                            CABLE TV FUND 12-A, LTD.
                            ------------------------
                            (A Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
                                        

(1)  ORGANIZATION AND PARTNERS' INTERESTS
     ------------------------------------

     Formation and Business
     ----------------------

     Cable TV Fund 12-A, Ltd. (the "Partnership"), a Colorado limited
partnership, was formed on January 2, 1985, under a public program sponsored by
Jones Intercable, Inc. ("Intercable").  The Partnership was formed to acquire,
construct, develop and operate cable television systems.  The Partnership owns
and operates the cable television systems serving areas in and around Fort
Myers, Florida and Lake County, Orland Park and Park Forest, Illinois.
Intercable, a publicly held Colorado corporation, is the "General Partner" and
manages the Partnership.  Intercable and its subsidiaries also own and operate
cable television systems.  In addition, Intercable manages cable television
systems for other limited partnerships for which it is general partner and,
also, for affiliated entities.

     Contributed Capital
     -------------------

     The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit).  No limited partner is obligated to
make any additional contributions to partnership capital.

     The General Partner purchased its interest in the Partnership by
contributing $1,000 to partnership capital.

     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 will be
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.

     Sale of Cable Television System
     -------------------------------

     In March 1998, the Partnership entered into an asset purchase agreement to
sell the Fort Myers System to an unaffiliated cable television system operator
for a sales price of $110,000,000, subject to customary closing adjustments.
Closing of the sale, which is anticipated to occur in the second or third
quarter of 1998, is subject to several conditions, including necessary
governmental and other third party consents.  Upon the consummation of the sale
of the Fort Myers System, the Partnership will repay approximately $9,600,000 of
the balance outstanding on its $22,950,000 term loan, will pay a brokerage fee
to The Jones Group, Ltd., a subsidiary of the General Partner, totaling
$2,750,000, representing 2.5 percent of the sales price, for acting as a broker
in this transaction, will retain a portion of the proceeds for working capital
purposes and will distribute the remaining net sale proceeds of approximately
$93,000,000 to the partners.  Pursuant to the terms of the Partnership's limited
partnership agreement, from the net sale proceeds the Partnership first will
return to the limited partners the capital they initially contributed to the
Partnership ($52,000,000) and the remainder will be allocated 75 percent to the
limited partners ($30,750,000) and 25 percent to the General Partner
($10,250,000).  The total limited partner distribution of $82,750,000 represents
$796 per each $500 limited partnership interest or $1,592 for each $1,000
invested in the Partnership.  Because the sale of the Fort Myers System does not
represent a sale of all or substantially all of the Partnership's assets, no
vote of the limited partners of the Partnership is required to approve this
sale.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Accounting Records
     ------------------

     The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's tax returns are also prepared on the accrual basis.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities 

                                       22
<PAGE>
 
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

     Property, Plant and Equipment
     -----------------------------

     Depreciation of property, plant and equipment is provided primarily using
the straight-line method over the following estimated service lives:
<TABLE>
<CAPTION>
 
<S>                                              <C>
               Cable distribution system         5 - 15 years
               Equipment and tools               5 -  7 years
               Office furniture and equipment    3 -  5 years
               Buildings                             30 years
               Vehicles                          3 -  4 years
</TABLE>
     Replacements, renewals and improvements are capitalized and maintenance and
repairs are charged to expense as incurred.

     Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.

     Intangible Assets
     -----------------

     Costs assigned to franchises are being amortized using the straight-line
method over remaining estimated useful lives ranging from one to three years.

     Revenue Recognition
     -------------------

     Subscriber prepayments are initially deferred and recognized as revenue
when earned.

     Reclassification
     ----------------

     Certain prior year amounts have been reclassified to conform to the 1997
presentation.

(3)  TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
     ----------------------------------------------------

     Management Fees, Distribution Ratios and Reimbursements
     -------------------------------------------------------

     Intercable manages the Partnership and receives a fee for its services
equal to 5 percent of the gross revenues of the Partnership, excluding revenues
from the sale of cable television systems or franchises.  Management fees for
the years ended December 31, 1997, 1996 and 1995 were $1,849,324, $1,724,264 and
$1,604,027, respectively.

     Any distributions made from cash flow (defined as cash receipts derived
from routine operations, less debt principal and interest payments and cash
expenses) are allocated 99 percent to the limited partners and 1 percent to the
General Partner.  Any distributions other than from cash flow, such as from the
sale or refinancing of a system or upon dissolution of the Partnership, will be
made as follows:  first, to the limited partners in an amount which, together
with all prior distributions, will equal the amount initially contributed to the
partnership capital by the limited partners; the balance, 75 percent to the
limited partners and 25 percent to Intercable.

     The Partnership reimburses Intercable for certain allocated overhead and
administrative expenses.  These expenses represent the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
facilities costs.  Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership.  Such services, and their related costs, are necessary to the
operation of the Partnership and would have been incurred by the Partnership if
it was a stand alone entity.  Allocations of personnel costs are based primarily
on actual time spent by employees of Intercable with respect to each partnership
managed.  Remaining expenses are allocated based on the pro rata relationship of
the Partnership's revenues to the total revenues of all systems owned or managed
by Intercable and certain of its subsidiaries.  Systems owned by Intercable and
all other systems owned by partnerships for which Intercable is the general
partner are also allocated a proportionate share of these expenses.  Intercable
believes that 

                                       23
<PAGE>
 
the methodology used in allocating overhead and administrative expenses is
reasonable. Reimbursements by the Partnership to Intercable for allocated
overhead and administrative expenses were $2,118,521, $2,258,270 and $2,311,202
in 1997, 1996 and 1995, respectively.


     The Partnership was charged interest during 1997 at an average interest
rate of 7.82 percent on the amounts due Intercable, which approximated
Intercable's weighted average cost of borrowing.  Total interest charged to the
Partnership by Intercable was $10,621, $15,139 and $16,426 for the years ended
December 31, 1997, 1996 and 1995, respectively.

     Payments to/from Affiliates for Programming Services
     ----------------------------------------------------

     The Partnership receives or has received programming from Superaudio,
Knowledge TV, Inc., Jones Computer Network, Ltd., Great American Country, Inc.
and Product Information Network, all of which are affiliates of Intercable.

     Payments to Superaudio totaled $56,338, $51,583 and $45,536 in 1997, 1996
and 1995, respectively.  Payments to Knowledge TV, Inc. totaled $62,670, $55,632
and $48,703 in 1997, 1996 and 1995, respectively.  Payments to Jones Computer
Network, Ltd., whose service was discontinued in April 1997, totaled $42,153,
$58,889 and $53,101 in 1997, 1996 and 1995, respectively.  Payments to Great
American Country, Inc., which initiated service in 1996, totaled $66,264 and
$34,642 in 1997 and 1996, respectively.

     The Partnership receives a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers.  Product
Information Network paid commissions to the Partnership totaling $99,103,
$60,794 and $44,608 in 1997, 1996 and 1995, respectively.

(4)  PROPERTY, PLANT AND EQUIPMENT
     -----------------------------

     Property, plant and equipment as of December 31, 1997 and 1996, consisted
of the following:
<TABLE>
<CAPTION>
 
                                                       December 31,
                                               ---------------------------
                                                   1997           1996
                                               ------------   ------------
<S>                                            <C>            <C>
 
          Cable distribution system            $ 79,051,311   $ 73,282,202
          Equipment and tools                     2,706,890      2,330,714
          Office furniture and equipment          1,697,992      1,538,832
          Buildings                               1,627,424      1,627,424
          Vehicles                                1,088,568        987,194
          Land                                      424,494        424,494
                                               ------------   ------------
 
                                                 86,596,679     80,190,860
 
            Less:  accumulated depreciation     (54,740,733)   (48,417,981)
                                               ------------   ------------
 
                                               $ 31,855,946   $ 31,772,879
                                               ============   ============
 
(5)  DEBT
     ----
 
     Debt consists of the following:           

                                                       December 31,
                                               ---------------------------
                                                   1997           1996
                                               ------------   ------------

          Lending institutions-
            Term loan                          $ 22,950,000   $ 27,000,000
 
          Capital lease obligations                 322,240        179,908
                                               ------------   ------------
 
                                               $ 23,272,240   $ 27,179,908
                                               ============   ============
</TABLE>

                                       24
<PAGE>
 
     As of December 31, 1997, $22,950,000 was outstanding under the
Partnership's term loan agreement, which is payable in consecutive quarterly
installments through December 31, 2001.  A total of $4,050,000 in principal
payments was paid during 1997.  These payments were funded from cash on hand and
cash generated from operations. Generally, interest payable on the outstanding
balance is at the Partnership's option of Prime or a fixed rate defined as the
London Interbank Offered Rate plus 1 percent. Principal payments due during 1998
total $4,050,000. The effective interest rates on outstanding obligations as of
December 31, 1997 and 1996 were 6.88 percent and 6.73 percent, respectively.

     Installments due on all debt principal for each of the five years in the
period ending December 31, 2002 and thereafter are:  $4,146,672, $5,496,672,
$6,846,672, $6,782,224, $-0- and $-0-, respectively.  At December 31, 1997,
substantially all of the Partnership's property, plant and equipment secured the
above indebtedness.

     At December 31, 1997, the carrying amount of the Partnership's long-term
debt did not differ significantly from the estimated fair value of the financial
instruments.  The fair value of the Partnership's long-term debt is estimated
based on the discounted amount of future debt service payments using rates of
borrowing for a liability of similar risk.

(6)  INCOME TAXES
     ------------

     Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners.  The federal and state
income tax returns of the Partnership are prepared and filed by Intercable.

     The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable partnership 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 recorded income
or loss, the tax liability of the general and limited partners would likely be
changed accordingly.

     Taxable income (loss) reported to the partners is different from that
reported in the statements of operations due to the difference in depreciation
recognized under generally accepted accounting principles and the expense
allowed for tax purposes under the Modified Accelerated Cost Recovery System
(MACRS).  There are no other significant differences between taxable income
(loss) and the net income reported in the statements of operations.

(7)  COMMITMENTS AND CONTINGENCIES
     ----------- --- -------------

     The Partnership rents office and other facilities under various long-term
operating lease arrangements.  Rent paid under such lease arrangements totaled
$109,260, $83,191 and $74,376, respectively, for the years ended December 31,
1997, 1996 and 1995.  Minimum commitments under operating leases for each of the
five years in the period ended December 31, 2002 and thereafter total $108,443,
$62,581, $12,228, $5,095, $-0- and $-0-, respectively.

(8)  SUPPLEMENTARY PROFIT AND LOSS INFORMATION
     -----------------------------------------

     Supplementary profit and loss information is presented below:

<TABLE> 
<CAPTION> 

                                                       For the Year Ended December 31,
                                                      ----------------------------------
                                                         1997        1996        1995
                                                      ----------  ----------  ----------
<S>                                                   <C>         <C>         <C>
 
     Maintenance and repairs                          $  327,787  $  311,696  $  248,042
                                                      ==========  ==========  ==========
 
     Taxes, other than income and payroll taxes       $  453,498  $  502,687  $  364,657
                                                      ==========  ==========  ==========
 
     Advertising                                      $  390,116  $  448,330  $  520,795
                                                      ==========  ==========  ==========
 
     Depreciation of property, plant and equipment    $6,569,840  $6,516,632  $6,067,163
                                                      ==========  ==========  ==========
 
     Amortization of intangible assets                $  582,641  $  763,068  $1,079,548
                                                      ==========  ==========  ==========
</TABLE>

                                       25
<PAGE>
 
           ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ---------------------------------------------------------
                      ACCOUNTING AND FINANCIAL DISCLOSURE
                      -----------------------------------

       None.

                                   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 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.

<TABLE>
<S>                                 <C>       <C>
Glenn R. Jones                      68        Chairman of the Board and Chief Executive Officer
James B. O'Brien                    48        President and Director
Ruth E. Warren                      48        Group Vice President/Operations
Kevin P. Coyle                      46        Group Vice President/Finance
Christopher J. Bowick               42        Group Vice President/Technology
Cheryl M. Sprague                   45        Group Vice President/Human Resources
Cynthia A. Winning                  46        Group Vice President/Marketing
Elizabeth M. Steele                 46        Vice President/General Counsel/Secretary
Larry W. Kaschinske                 38        Vice President/Controller
Robert E. Cole                      65        Director
William E. Frenzel                  69        Director
Josef J. Fridman                    52        Director
Donald L. Jacobs                    59        Director
Robert Kearney                      61        Director
James J. Krejci                     56        Director
Raphael M. Solot                    64        Director
Howard O. Thrall                    50        Director
Siim A. Vanaselja                   41        Director
Sanford Zisman                      58        Director
Robert B. Zoellick                  44        Director
</TABLE>

       Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the General Partner since its formation in 1970, and
he was President from June 1984 until April 1988. Mr. Jones is the sole
shareholder, President and Chairman of the Board of Directors of Jones
International, Ltd. He is also Chairman of the Board of Directors of the
subsidiaries of the General Partner and of certain other affiliates of the
General Partner. Mr. Jones has been involved in the cable television business in
various capacities since 1961, and he is a member of the Board of Directors and
of the Executive Committee of the National Cable Television Association. In
addition, Mr. Jones is a member of the Board of Education Council of the
National Alliance of Business. Mr. Jones is also a founding member of the James
Madison Council of the Library of Congress. Mr. Jones has been the recipient of
several awards including: the Grand Tam Award in 1989, the highest award from
the Cable Television Administration and Marketing Society; the President's Award
from the Cable Television Public Affairs Association in recognition of Jones
International's educational efforts through Mind Extension University (now
Knowledge TV); the Donald G. McGannon Award for the advancement of minorities
and women in cable from the United Church of Christ Office of Communications;
the STAR Award from American Women in Radio and Television, Inc. for exhibition
of a commitment to the issues and concerns of women in television and radio; the
Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General
Partner's innovative employee programs; the Most Outstanding Corporate
Individual Achievement Award from the International Distance Learning Conference
for his contributions to distance education; the Golden Plate Award from the
American Academy of Achievement for his advances in distance education; the Man
of the Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.

                                       26
<PAGE>
 
       Mr. James B. O'Brien, the General Partner's President, joined the General
Partner in January 1982.  Prior to being elected President and a Director of the
General Partner in December 1989, Mr. O'Brien served as a division manager,
director of operations planning/assistant to the CEO, Fund Vice President and
Group Vice President/Operations.  Mr. O'Brien was appointed to the General
Partner's Executive Committee in August 1993.  As President, he is responsible
for the day-to-day operations of the cable television systems managed and owned
by the General Partner.  Mr. O'Brien is a board member of Cable Labs, Inc., the
research arm of the U.S. cable television industry.  He also serves as the
Chairman of the Board of Directors of the Cable Television Administration and
Marketing Association and as a director and a member of the Executive Committee
of the Walter Kaitz Foundation, a foundation that places people of ethnic
minority groups in positions with cable television systems, networks and vendor
companies.

       Ms. Ruth E. Warren joined the General Partner in August 1980 and has
served in various operational capacities, including system marketing manager,
director of marketing, assistant division manager, regional vice president and
Fund Vice President, since then. Ms. Warren was elected Group Vice
President/Operations of the General Partner in September 1990.

       Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice
President/Financial Services.  In September 1985, he was appointed Senior Vice
President/Financial Services.  He was elected Treasurer of the General Partner
in August 1987, Vice President/Treasurer in April 1988 and Group Vice
President/Finance and Chief Financial Officer in October 1990.

       Mr. Christopher J. Bowick joined the General Partner in September 1991 as
Group Vice President/Technology and Chief Technical Officer.  Prior to joining
the General Partner, Mr. Bowick worked for Scientific Atlanta's Transmission
Systems Business Division in various technical management capacities since 1981,
and as Vice President of Engineering since 1989.  Mr. Bowick also has served
since 1995 as President of Jones Futurex, Inc., a wholly owned subsidiary of the
General Partner that manufactures and markets data encryption products.

       Ms. Cheryl M. Sprague joined the General Partner in November 1997 as
Group Vice President/Human Resources. Prior to November 1997 and since December
1995, Ms. Sprague served as Director, Human Resources for Westmoreland Coal
Company, where she was responsible for human resources management for said
company and three of its subsidiaries. From October 1993 to December 1995, Ms.
Sprague served as President of Peak Executive Resources, where she provided
consulting services in organizational development and human resources to
businesses experiencing organizational transition. From April 1992 to October
1993, Ms. Sprague was Vice President, Human Resources for Penrose-St. Francis
Healthcare System, where she was responsible for management of all human
resources activities. Ms. Sprague serves as an adjunct instructor at Regis
University and has earned the professional designation as a Senior Professional
in Human Resources from the Society for Human Resource Management and its
affiliate, the Human Resources Certification Board. Ms. Sprague is a past
president of the Colorado Human Resource Association and was named by that
association as the Colorado Human Resources Administrator of the Year in 1986.
Ms. Sprague also serves as a director on the Area VI Board for the Society for
Human Resource Management.

       Ms. Cynthia A. Winning joined the General Partner as Group Vice
President/Marketing in December 1994.  Previous to joining the General Partner,
Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a
sports and event marketing company.  From 1979 to 1981 and from 1986 to 1994,
Ms. Winning served as the Vice President and Director of Marketing for Citicorp
Retail Services, Inc., a provider of private-label credit cards for ten national
retail department store chains.  From 1981 to 1986, Ms. Winning was the Director
of Marketing Services for Daniels & Associates cable television operations, as
well as the Western Division Marketing Director for Capital Cities Cable.  Ms.
Winning also serves as a board member of Cities in Schools, a dropout
intervention/prevention program.

                                       27
<PAGE>
 
       Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice
President/General Counsel and Secretary.  From August 1980 until joining the
General Partner, Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to the General
Partner.

       Mr. Larry Kaschinske joined the General Partner in 1984 as a staff
accountant in the General Partner's former Wisconsin Division, was promoted to
Assistant Controller in 1990, named Controller in August 1994 and was elected
Vice President/Controller in June 1996.

       Mr. Robert E. Cole was appointed a Director of the General Partner in
March 1996. Mr. Cole is currently self-employed as a partner of First Variable
Insurance Marketing and is responsible for marketing to National Association of
Securities Dealers, Inc. firms in northern California, Oregon, Washington and
Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar Life
Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of PMI
Inc., a third party lender serving the special needs of Corporate Owned Life
Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co-
founder of a specialty investment banking firm that provided services to finance
the ownership and growth of emerging companies, productive assets and real
property. Mr. Cole is a Certified Financial Planner and a former United States
Naval Aviator.

       Mr. Josef J. Fridman was appointed a Director of the General Partner in
February 1998.  Mr. Fridman is currently senior vice-president, law and
corporate secretary of BCE Inc., Canada's largest telecommunications company.
Mr. Fridman joined Bell Canada, a wholly owned subsidiary of BCE Inc., in 1969,
and has held increasingly senior positions with Bell Canada and BCE Inc. since
such time.  Mr. Fridman has held his current position since January 1991.  Mr.
Fridman's directorships include Telesat Canada, TMI Communications, Inc.,
Telebec Itee, BCI Telecom Holding Inc. and BCE Corporate Services Inc.  He is a
member of the Quebec Bar Association, the Canadian, American and International
Bar Associations and the Lord Reading Law Society.  Mr. Fridman is a governor of
the Quebec Bar Association.

       Mr. William E. Frenzel was appointed a Director of the General Partner in
April 1995.  Mr. Frenzel has been a Guest Scholar since 1991 with the Brookings
Institution, a research organization located in Washington D. C.  Until his
retirement in January 1991, Mr. Frenzel served for twenty years in the United
States House of Representatives, representing the State of Minnesota, where he
was a member of the House Ways and Means Committee and its Trade Subcommittee,
the Congressional Representative to the General Agreement on Tariffs and Trade
(GATT), the Ranking Minority Member on the House Budget Committee and a member
of the National Economic Commission.  Mr. Frenzel also served in the Minnesota
Legislature for eight years.  He is a Distinguished Fellow of the Tax
Foundation, Vice Chairman of the Eurasia Foundation, a Board Member of the U.S.-
Japan Foundation, the Close-Up Foundation, Sit Mutual Funds and Chairman of the
Japan-America Society of Washington.

       Mr. Donald L. Jacobs was appointed a Director of the General Partner in
April  1995.  Mr. Jacobs is a retired executive officer of TRW.  Prior to his
retirement, he was Vice President and Deputy Manager of the Space and Defense
Sector; prior to that appointment, he was the Vice President and General Manager
of the Defense Systems Group and prior to his appointment as Group General
Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW.
During his career, Mr. Jacobs served on several corporate, professional and
civic boards.

       Mr. Robert Kearney was appointed a director of the General Partner in
July 1997. Mr. Kearney is a retired executive officer of Bell Canada. Prior to
his retirement in December 1993, Mr. Kearney was the President and Chief
Executive Officer of Bell Canada. He served as Chairman of BCE Canadian Telecom
Group in 1994 and as Deputy Chairman of BCI Management Limited in 1995. During
his career, Mr. Kearney served in a variety of capacities in the Canadian,
American and International Standards organizations, and he has served on several
corporate, professional and civic boards.

       Mr. James J. Krejci is President and CEO of Imagelink Technologies, Inc.,
a privately financed company with leading technology in the desktop or personal
computer videoconferencing market. Prior to joining 

                                       28
<PAGE>
 
Imagelink Technologies in July 1996, Mr. Krejci was President of the
International Division of International Gaming Technology, the world's largest
gaming equipment manufacturer, with headquarters in Reno, Nevada. Prior to
joining IGT in May 1994, Mr. Krejci was Group Vice President of Jones
International, Ltd. and was Group Vice President of the General Partner. He also
served as an officer of subsidiaries of Jones International, Ltd. until leaving
the General Partner in May 1994. Mr. Krejci started his career as an electronics
research engineer with the Allen-Bradley Company, then moved to the 3M Company,
General Electric and Becton Dickinson until March 1985 when he joined Jones
International, Ltd. Mr. Krejci has been a director of the General Partner since
August 1987.

       Mr. Raphael M. Solot was appointed a Director of the General Partner in
March 1996.  Mr. Solot is an attorney and has practiced law for 34 years with an
emphasis on franchise, corporate and partnership law and complex litigation.

       Mr. Howard O. Thrall was appointed a Director of the General Partner in
March 1996.  Mr. Thrall had previously served as a Director of the General
Partner from December 1988 to December 1994.  Mr. Thrall is a management and
international marketing consultant, having active assignments with First
National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero
Investment Alliance, Inc. and Western Real Estate Partners, among others.  From
September 1993 through July 1996, Mr. Thrall served as Vice President of Sales,
Asian Region, for World Airways, Inc. headquartered at the Washington Dulles
International Airport.  From 1984 until August 1993, Mr. Thrall was with the
McDonnell Douglas Corporation, where he concluded as a Regional Vice President,
Commercial Marketing with the Douglas Aircraft Company subsidiary.

       Mr. Siim A. Vanaselja was appointed a Director of the General Partner in
August 1996.  He is the Executive Vice President and Chief Financial Officer of
Bell Canada International Inc. and Vice President of BCI Telecom Holding Inc.
Mr. Vanaselja joined BCE Inc., Canada's largest telecommunications company, in
February 1994 as Assistant Vice-President, International Taxation.  In June
1994, he was appointed Assistant Vice-President and Director of Taxation, and in
February 1995, Mr. Vanaselja was appointed Vice-President, Taxation.  On August
1, 1996, Mr. Vanaselja was appointed the Executive Vice President and Chief
Financial Officer of Bell Canada International Inc., a subsidiary of BCE Inc.
Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a partner in
the Toronto office of KPMG Peat Marwick Thorne.  Mr. Vanaselja has been a member
of the Institute of Chartered Accountants of Ontario since 1982 and is a member
of the Canadian Tax Foundation, the Tax Executives Institute and the
International Fiscal Association.

       Mr. Sanford Zisman was appointed a director of the General Partner in
June 1996. Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C.
of Denver, Colorado and he has practiced law for 32 years, specializing in the
areas of tax, business and estate planning and probate administration. Mr.
Zisman was a member of the Board of Directors of Saint Joseph Hospital, the
largest hospital in Colorado, serving at various times as Chairman of the Board,
Chairman of the Finance Committee and Chairman of the Strategic Planning
Committee. Since 1982, he has also served on the Board of Directors of Maxim
Series Fund, Inc., a subsidiary of Great-West Life Assurance Company.

       Mr. Robert B. Zoellick was appointed a Director of the General Partner in
April 1995.  Mr. Zoellick is the John M. Olin Professor at the U.S. Naval
Academy for the 1997-1998 term.  From 1993 through 1997, he was an Executive
Vice President at Fannie Mae, a federally chartered and stockholder-owned
corporation that is the largest housing finance investor in the United States.
From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff
of the White House and Assistant to the President.  From May 1991 to August
1992, Mr. Zoellick served concurrently as the Under Secretary of State for
Economic and Agricultural Affairs and as Counselor of the Department of State, a
post he assumed in March 1989.  From 1985 to 1988, Mr. Zoellick served at the
Department of Treasury in a number of capacities, including Counselor to the
Secretary.  Mr. Zoellick currently serves on the boards of Alliance Capital and
Said Holdings.

                                       29
<PAGE>
 
                        ITEM 11.  EXECUTIVE COMPENSATION
                        --------------------------------

     The Partnership has no employees; however, various personnel are required
to operate the Systems.  Such personnel are employed by the General Partner and,
pursuant to the terms of the limited partnership agreement of the Partnership,
the cost of such employment is charged by the General Partner to the Partnership
as a direct reimbursement item.  See Item 13.


     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
     ----------------------------------------------------------------------

     As of Febuary 16, 1998, no person or entity owned more than 5 percent of
the limited partnership interests of the Partnership.


            ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            --------------------------------------------------------

     The General Partner and its affiliates engage in certain transactions with
the Partnership.  The General Partner believes that the terms of such
transactions are generally as favorable as could be obtained by the Partnership
from unaffiliated parties.  This determination has been made by the General
Partner in good faith, but none of the terms were or will be negotiated at
arm's-length and there can be no assurance that the terms of such transactions
have been or will be as favorable as those that could have been obtained by the
Partnership from unaffiliated parties.

TRANSACTIONS WITH THE GENERAL PARTNER

     The General Partner charges the Partnership a 5 percent management fee, and
the General Partner is reimbursed for certain allocated overhead and
administrative expenses.  These expenses represent the salaries and benefits
paid to corporate personnel, rent, data processing services and other corporate
facilities costs.  Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership.  Allocations of personnel costs are based primarily on actual time
spent by employees of the General Partner with respect to each partnership
managed.  Remaining expenses are allocated based on the pro rata relationship of
the Partnership's revenues to the total revenues of all systems owned or managed
by the General Partner and certain of its subsidiaries.  Systems owned by the
General Partner and all other systems owned by partnerships for which Jones
Intercable, Inc. is the general partner are also allocated a proportionate share
of these expenses.

     The General Partner from time to time also advances funds to the
Partnership and charges interest on the balance payable.  The interest rate
charged approximates the General Partner's weighted average cost of borrowing.

TRANSACTIONS WITH AFFILIATES

     Knowledge TV, Inc., a company owned 67 percent by Jones Education Group,
Ltd., 7 percent by Mr. Jones and 26 percent by the General Partner, operates the
television network JEC Knowledge TV.  JEC Knowledge TV provides programming
related to computers and technology; business, careers and finance; health and
wellness; and global culture and languages.  Knowledge TV, Inc. sells its
programming to the Partnership's Systems.

     Jones Computer Network, Ltd., a wholly owned subsidiary of Jones Education
Group, Ltd., a company owned 64 percent by Jones International, Ltd., 16 percent
by the General Partner, 12 percent by BCI and 8 percent by Mr. Jones, operated
the television network Jones Computer Network.  This network provided
programming focused primarily on computers and technology.  Jones Computer
Network sold its programming to the Partnership's Systems.  Jones Computer
Network, Ltd. terminated its programming in April 1997.

                                       30
<PAGE>
 
     The Great American Country network provides country music video programming
to the cable television systems owned by the Partnership.  This network, owned
and operated by Great American Country, Inc., a subsidiary of Jones
International Networks, Ltd., an affiliate of the General Partner, commenced
service in 1996 in the Partnership's Systems.

     Jones Galactic Radio, Inc. is a subsidiary of Jones International Networks,
Ltd., an affiliate of the General Partner.  Superaudio, a joint venture between
Jones Galactic Radio, Inc. and an unaffiliated entity, provides audio
programming to the Partnership's Systems.

     The Product Information Network Venture (the "PIN Venture") is a venture
among a subsidiary of Jones International Networks, Ltd., an affiliate of the
General Partner, and two unaffiliated cable system operators.  The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials."  The PIN
Venture generally makes incentive payments of approximately 60 percent of its
net advertising revenue to the cable systems that carry its programming.  The
Partnership's systems carry PIN for all or part of each day.  Revenues received
by the Partnership from the PIN Venture relating to the Partnership's Systems
totaled approximately $99,103 for the year ended December 31, 1997.

     The charges to the Partnership for related party transactions are as
follows for the periods indicated:

<TABLE>
<CAPTION>
                                                                      For the Year Ended December 31,
                                                    -------------------------------------------------------------------
                                                            1997                   1996                   1995
                                                    ---------------------  ---------------------  ---------------------
<S>                                                 <C>                    <C>                    <C>
Management fees                                                $1,849,324             $1,724,624             $1,604,027
Allocation of expenses                                          2,118,521              2,258,270              2,311,202
Interest expense                                                   10,621                 15,139                 16,426
Amount of advances outstanding                                          0                      0                373,311
Highest amount of advances outstanding                             90,176                 27,647                373,311
Programming fees:
  Knowledge TV, Inc.                                               62,670                 55,632                 48,703
  Jones Computer Network, Ltd.                                     42,153                 58,889                 53,101
  Great American Country                                           66,264                 34,642                      0
  Superaudio                                                       56,338                 51,583                 45,536
</TABLE>

                                       31
<PAGE>
 
                                    PART IV.
                                    --------
                                        
   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
   -------------------------------------------------------------------------

<TABLE>
<CAPTION>

<C>  <C>     <S> 
(a)  1.       See index to financial statements for list of financial statements
              and exhibits thereto filed as a part of this report.
 
     3.       The following exhibits are filed herewith.
 
     4.1      Limited Partnership Agreement of Cable TV Fund 12-A.  (1)

     10.1.1   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the City of Fort
              Myers, Florida (Fund 12-A). (1)

     10.1.2   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for Lee County,
              Florida (Fund 12-A). (1)
 
     10.1.3   Renewal of Permit dated 3/4/92 (Fund 12-A).  (2)

     10.1.4   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the
              Unincorporated portions of Cook County, Illinois (Fund 12-A). (3)

     10.1.5   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the Village of
              Grayslake, Illinois (Fund 12-A).

     10.1.6   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the
              Unincorporated Area of Lake County, Illinois (Fund 12-A). (1)

     10.1.7   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the Village of
              Libertyville, Illinois (Fund 12-A).

     10.1.8   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the Village of
              Mundelein, Illinois (Fund 12-A).

     10.1.9   Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the Village of
              Orland Park, Illinois (Fund 12-A). (5)

     10.1.10  Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the Village of
              Park Forest, Illinois (Fund 12-A). (5)

     10.1.11  Copy of a franchise and related documents thereto granting a
              community antenna television system franchise for the Village of
              Wauconda, Illinois (Fund 12-A). (1)

     10.2.1   Credit Agreement, dated as of January 30, 1995, between Cable TV
              Fund 12-A, Ltd. and Toronto Dominion (Texas), Inc., for itself and
              as agent for various lenders. (4)

     10.3.1   Purchase and Sale Agreement dated March 1998, among Cable TV Fund
              12-A, Ltd., Jones Intercable, Inc. and Olympus Communications,
              L.P.

     27       Financial Data Schedule
__________
</TABLE>

                                       32
<PAGE>
 
         (1)  Incorporated by reference from Registrant's Report on Form 10-K
              for the fiscal year ended December 31, 1985 (Commission File 
              No. 0-13193).

         (2)  Incorporated by reference from Registrant's Report on Form 10-K
              for the fiscal year ended December 31, 1992 (Commission File 
              No. 0-13193).
 
         (3)  Incorporated by reference from Registrant's Report on Form 10-K
              for the fiscal year ended December 31, 1987 (Commission File Nos.
              0-13192, 0-13807, 0-13964 and 0-14206).
 
         (4)  Incorporated by reference from Registration's Report on Form 10-K
              for the fiscal year ended December 31, 1994.
 
         (5)  Incorporated by reference from Registration's Report on Form 10-K
              for the fiscal year ended December 31, 1996.
 
 
(b)           Reports on Form 8-K.
 
              None.

                                       33
<PAGE>
 
                                   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.

                                 CABLE TV FUND 12-A, LTD.
                                 a Colorado limited partnership
                                 By:  Jones Intercable, Inc.

                                 By:  /s/ Glenn R. Jones
                                      ------------------
                                      Glenn R. Jones
                                      Chairman of the Board and Chief
Dated: March 23, 1997                 Executive Officer



          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/ Glenn R. Jones
                                      ------------------
                                      Glenn R. Jones
                                      Chairman of the Board and Chief
                                      Executive Officer
Dated: March 23, 1997                 (Principal Executive Officer)


                                 By:  /s/ Kevin P. Coyle
                                      ------------------
                                      Kevin P. Coyle
                                      Group Vice President/Finance
Dated: March 23, 1997                 (Principal Financial Officer)


                                 By:  /s/ Larry Kaschinske
                                      --------------------
                                      Larry Kaschinske
                                      Vice President/Controller
Dated: March 23, 1997                 (Principal Accounting Officer)


                                 By:  /s/ James B. O'Brien
                                      --------------------
                                      James B. O'Brien
Dated: March 23, 1997                 President and Director


                                 By:  /s/ Robert E. Cole
                                      ------------------
                                      Robert E. Cole
Dated: March 23, 1997                 Director


                                 By:  /s/ William E. Frenzel
                                      ----------------------
                                      William E. Frenzel
Dated: March 23, 1997                 Director

                                       34
<PAGE>
 
                                 By:  ----------------------
                                      Josef J. Fridman
Dated: March 23, 1997                 Director


                                 By:  ----------------------
                                      Donald L. Jacobs
Dated: March 23, 1997                 Director


                                 By:  ----------------------
                                      Robert Kearney
Dated: March 23, 1997                 Director


                                 By:  /s/ James J. Krejci
                                      ----------------------
                                      James J. Krejci
Dated: March 23, 1997                 Director


                                 By:  /s/ Raphael M. Solot
                                      ----------------------
                                      Raphael M. Solot
Dated: March 23, 1997                 Director

                                      /s/ Howard O. Thrall
                                 By:  ----------------------
                                      Howard O. Thrall
Dated: March 23, 1997                 Director


                                 By:  ----------------------
                                      Siim A. Vanaselja
Dated: March 23, 1997                 Director


                                 By:  /s/ Sanford Zisman
                                      ----------------------
                                      Sanford Zisman
Dated: March 23, 1997                 Director


                                 By:  /s/ Robert B. Zoellick
                                      ----------------------
                                      Robert B. Zoellick
Dated: March 23, 1997                 Director

                                       35