UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D - AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
Jones Intercable, Inc.
--------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01
COMMON STOCK, PAR VALUE $.01
--------------------------------
(Title of Class of Securities)
480206-200
--------------------------------
(CUSIP Number)
Stanley Wang
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 7, 1999
------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-a(a) for other parties to whom copies are to be
sent.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 480206-200 13D Page 2 of 13
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Class A 12,782,500
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Class A 12,782,500
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 12,782,500
===========================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 480206-200 13D Page 3 of 13
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Common 2,878,151
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Common 2,878,151
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common 2,878,151
===========================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 480206-200 13D Page 4 of 13
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Cable Communications, Inc.
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Class A 12,782,500
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Class A 12,782,500
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 12,782,500
===========================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 480206-200 13D Page 5 of 13
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Cable Communications, Inc.
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Common 2,878,151
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Common 2,878,151
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common 2,878,151
===========================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 480206-200 13D Page 6 of 13
This Amendment No. 2 amends the Schedule 13D filed on June 1, 1998, as
amended by Amendment No. 1 on August 14, 1998, by Comcast Corporation (the
Schedule 13D, as so amended, is hereby referred to herein as the "Schedule
13D"), a Pennsylvania corporation ("Comcast"), with respect to the Class A
Common Stock, par value $.01 per share ("Class A Common Stock"), and Common
Stock, par value $.01 per share ("Common Stock"), of Jones Intercable, Inc., a
Colorado corporation (the "Company"), whose principal executive office is
located at P.O. Box 3309, Englewood, Colorado 80155-3309.
Capitalized terms used but not otherwise defined herein shall have the
same meanings as in the Schedule 13D.
This Amendment No. 2 is being filed by Comcast and Comcast Cable
Communications, Inc., a Delaware corporation and a wholly owned subsidiary of
Comcast ("Cable Communications"), to report the closing of the transactions
described in the Schedule 13D. On April 7, 1999, Comcast acquired sole
beneficial ownership of the Shares pursuant to the terms of the various
agreements described in the Schedule 13D. Immediately upon receipt of the
Shares, Comcast contributed the Shares to Cable Communications. On April 7,
1999, the Bylaws of the Company were amended to establish the size of the board
of directors as a range from eight to thirteen directors. The board was then
reconstituted so as to have eight directors. Pursuant to the agreements
described in the Schedule 13D, on April 7, 1999, the following directors of the
Company resigned: Robert E. Cole, Josef J. Fridman, James J. Krejci, James B.
O'Brien, Raphael M. Solot, Robert Kearney, Howard O. Thrall, Siim Vanaselja,
Sanford Zisman and Glenn R. Jones. In addition, Donald L. Jacobs resigned as a
director elected by the holders of Class A Common Stock and was elected by the
remaining directors as a director elected by the holders of Common Stock. The
remaining directors elected the following persons to fill the vacancies created
by such resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin,
Stanley Wang and Lawrence S. Smith. All of the newly elected directors, with the
exception of Mr. Jacobs, are officers of Comcast. The following persons were
appointed as executive officers of the Company: Ralph J. Roberts, Brian L.
Roberts, Lawrence S. Smith, John R. Alchin and Stanley Wang.
Item 2. Identity and Background
- --------------------------------------------------------------------------------
Item 2 is hereby amended to read in its entirety as follows.
(a) This Statement on Schedule 13D is filed by Comcast, a Pennsylvania
corporation and Cable Communications, a Delaware corporation and a wholly owned
subsidiary of Comcast. Lists of the directors and executive officers of Comcast
and Cable Communications are attached hereto as Annex A and Annex B,
respectively. All of the executive officers and directors of Comcast and Cable
Communications are citizens of the United States, except John Alchin who is a
citizen of Australia.
(b) The address of Comcast's principal office is 1500 Market Street,
Philadelphia, PA 19102-2148. The address of Cable Communications principal
office is 1201 Market Street, Suite 2201, Wilmington, DE 19801.
<PAGE>
CUSIP No. 480206-200 13D Page 7 of 13
(c) Comcast is principally engaged in the development, management and
operation of broadband cable networks and in the provision of content through
programming investments. Cable Communications is principally engaged in the
development, management and operation of broadband cable networks.
(d)-(e) Neither Comcast, Cable Communications, nor, to the best of their
knowledge, any person named in Annex A or Annex B of this statement, during the
last five years (i) has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors); or (ii) has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds
- --------------------------------------------------------------------------------
Item 3 is hereby amended to read in its entirety as follows.
Pursuant to the agreements described in Item 6 of the Schedule 13D,
Comcast paid BCE Inc., as successor to BTH, $508,159,632.36 in cash and the
Jones Entities $148,113,063.90 in cash. As described in Item 6 of the Schedule
13D, Comcast had previously paid the Jones Entities $50,000,000 in cash on
August 12, 1999, pursuant to the terms of the Comcast/Jones Agreement. Comcast
financed these payments through the use of working capital.
Item 4. Purpose of Transaction
- --------------------------------------------------------------------------------
Item 4 is hereby amended to read in its entirety as follows.
Comcast acquired the Shares (as defined in Item 5) as the result of having
entered into the Amended and Restated Purchase and Sale Agreement and
Comcast/Jones Agreement, both described in Item 6 of the Schedule 13D. Comcast
entered into the Amended and Restated Purchase and Sale Agreement and the
Comcast/Jones Agreement for the purpose of investing in, and obtaining control
of shares of capital stock sufficient to elect a majority of the board of
directors of, the Company. Comcast now owns a sufficient number of shares of
Common Stock to elect 75% of the board of directors of the Company. Immediately
upon receipt of the Shares, Comcast contributed the Shares to Cable
Communications. On April 7, 1999, the Bylaws of the Company were amended to
establish the size of the board of directors as a range from eight to thirteen,
and the board was reconstituted so as to have eight directors. Pursuant to the
agreements described in the Schedule 13D, on April 7, 1999, the following
directors of the Company resigned: Robert E. Cole, Josef J. Fridman, James J.
Krejci, James B. O'Brien, Raphael M. Solot, Robert Kearney, Howard O. Thrall,
Siim Vanaselja, Sanford Zisman and Glenn R. Jones. In addition, Donald L. Jacobs
resigned as a director elected by the holders of Class A Common Stock and was
appointed as a director elected by the holders of Common Stock. The remaining
directors elected the following persons to fill the vacancies created by such
<PAGE>
CUSIP No. 480206-200 13D Page 8 of 13
resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang
and Lawrence S. Smith. All of the newly elected directors, with the exception of
Mr. Jacobs, are officers of Comcast. The following persons were appointed as
executive officers of the Company: Ralph J. Roberts, Brian L. Roberts, Lawrence
S. Smith, John R. Alchin and Stanley Wang.
The independent members of the Company's board of directors have approved
Comcast and the Company entering into a management agreement under which Comcast
will provide supervisory management services to the Company for a fee of 4.5% of
the Company's gross revenues derived from cable systems.
Comcast may, subject to applicable securities laws, market conditions and
its assessment of the business prospects of the Company, acquire additional
shares of Class A Common Stock or Common Stock from time to time through open
market purchases or otherwise, as it determines in its sole discretion. Comcast
has not determined whether it will acquire additional shares or fixed any number
of shares of Class A Common Stock or Common Stock it might seek to acquire or
any amount of money it may be willing to invest in the Company. Comcast is
continuously evaluating the business and business prospects of the Company, and
its present and future interests in, and intentions with respect to, the Company
and, may, at any time, decide to dispose of any or all of the Shares.
Except as specifically described above, none of Comcast, Cable
Communications, nor, to the best of Comcast's and Cable Communications'
knowledge, any of the persons named on Annex A or Annex B of the Schedule 13D,
has any plan or proposal which would relate to or would result in any of the
following transactions:
(a) the acquisition or disposition of securities of the Company;
(b) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of a material amount of the assets of the Company
or any of its subsidiaries;
(d) except as occurred on April 7, 1999, any change in the present Board
of Directors or management of the Company, including any change in the
number or term of directors or the filling of any vacancies of the
Board of Directors;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) other than the Management Agreement described above, any other
material change in the Company's business or corporate structure;
(g) any change in the Company's charter, by-laws or instruments
corresponding thereto, other than as occurred on April 7, 1999, or any
other actions which may impede the acquisition of control of the
Company by any person;
<PAGE>
CUSIP No. 480206-200 13D Page 9 of 13
(h) the delisting of any class of securities of the Company from a
national securities exchange or the ceasing to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association;
(i) any class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Comcast intends periodically to review the Company's business affairs,
financial position and prospects. Based on such review, and on general economic,
industry and market conditions existing at the time, and on such other factors
as it may determine to be relevant, Comcast may consider additional or
alternative courses of action. Such actions may include the items specified in
(a) through (i) above or acquisitions of shares of Class A Common Stock or
Common Stock through open market purchases or otherwise. There can be no
assurance that Comcast will purchase any additional shares of Class A Common
Stock or Common Stock.
Item 5. Interest in Securities of Issuer
- --------------------------------------------------------------------------------
Item 5 is hereby amended to read in its entirety as follows.
(a) Based upon the Company's annual report on Form 10-K for the fiscal year
ended December 31, 1998, filed with the Securities and Exchange Commission
("SEC"), Comcast believes that as of February 3, 1999, the Company had
36,226,476 shares of Class A Common Stock and 5,113,021 shares of Common Stock
issued and outstanding. For purposes of Rule 13d-3 promulgated by the SEC under
the Securities Exchange Act of 1934, as amended, Comcast and Cable
Communications are the beneficial owners of 12,782,500 shares of Class A Common
Stock and 2,878,151 shares of Common Stock (the "Shares") (which represents
approximately 35.3% and 56.3% of each class, respectively).
(b) Comcast and Cable Communications have sole voting and dispositive power
over the Shares.
(c) Other than the purchase of the Shares on April 7, 1999, as described
herein, no transactions in Class A Common Stock or Common Stock have been
effected during the last sixty (60) days by Comcast, Cable Communications or, to
the best of Comcast's and Cable Communications' knowledge, any director or
executive officer of Comcast or Cable Communications.
(d) Comcast and Cable Communications have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
Item 7. Materials to be filed as Exhibits
- --------------------------------------------------------------------------------
Item 7 is hereby amended to read in its entirety as follows.
<PAGE>
CUSIP No. 480206-200 13D Page 10 of 13
Exhibit 1: Purchase and Sale Agreement dated May 22, 1998 by and
among Comcast, BTH, U.S. Cable and Intercable (Incorporated
by Reference to the Schedule 13-D)
Exhibit 2: Amendment to Option Agreements dated as of August 12,
1998, between Bank of New York, as successor agent to Morgan
Guaranty Trust Company of New York, (as agent for BTH and
Comcast) and the Jones Entities. (Incorporated by Reference
to the Schedule 13D)
Exhibit 3: Amended and Restated Purchase and Sale Agreement dated as
of May 22, 1998 and amended as of August 12, 1998 among BTH,
U.S. Cable, Intercable, and Comcast. (Incorporated by
Reference to the Schedule 13D)
Exhibit 4: Agreement dated as of August 12, 1998, among Comcast and
the Jones Entities. (Incorporated by Reference to the
Schedule 13D)
Exhibit 5: Agreement and Amendment No. 1 to Shareholders Agreement,
entered into as of August 12, 1998, amending the
Shareholders Agreement dated as of December 20, 1994, among
the Company, the Jones Entities and BTH. (Incorporated by
Reference to the Schedule 13D)
Exhibit 6 Joint Filing Agreement, dated April 8, 1999.
<PAGE>
CUSIP No. 480206-200 13D Page 11 of 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 8, 1999 COMCAST CORPORATION
By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Vice President
COMCAST CABLE COMMUNICATIONS, INC.
By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Vice President
<PAGE>
CUSIP No. 480206-200 13D Page 12 of 13
Annex B
Executive Officers and Directors of Comcast Cable Communications, Inc.
<TABLE>
<CAPTION>
Name Position Principal Occupation and Business Principal Business in which such
Address employment is conducted
- ----------------- -------- ---------------------------------- ---------------------------------
<S> <C> <C> <C>
Ralph J. Roberts Executive Chairman of the Board Ownership and operation of cable
Officer and Comcast Corporation television systems and broadband
Director 1500 Market Street communication services
Philadelphia, PA
Julian A. Brodsky Executive Vice Chairman Ownership and operation of cable
Officer and Comcast Corporation television systems and broadband
Director 1500 Market Street communication services
Philadelphia, PA
Brian L. Roberts Executive President Ownership and operation of cable
Officer and Comcast Corporation television systems and broadband
Director 1500 Market Street communication services
Philadelphia, PA
Lawrence S. Smith Executive Officer Executive Vice President Ownership and operation of cable
Comcast Corporation television systems and broadband
1500 Market Street communication services
Philadelphia, PA
John R. Alchin 1 Executive Officer Senior Vice President and Ownership and operation of cable
Treasurer television systems and broadband
Comcast Corporation communication services
1500 Market Street
Philadelphia, PA
Stanley Wang Executive Officer Senior Vice President, Secretary Ownership and operation of cable
and General Counsel television systems and broadband
Comcast Corporation communication services
1500 Market Street
Philadelphia, PA
<FN>
__________________
1. Citizen of Australia
</FN>
</TABLE>
CUSIP No. 480206-200 13D Page 13 of 13
Exhibit 6
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, the undersigned hereby agree to the joint filing of this Statement on
Schedule 13D including any amendments thereto.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
Dated: April 8, 1999
COMCAST CORPORATION
By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Vice President
COMCAST CABLE COMMUNICATIONS, INC.
By: /s/ Arthur R. Block
------------------------------------
Arthur R. Block
Vice President
