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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 1994
JONES INTERCABLE, INC.
(Exact name of registrant as specified in its charter)
Colorado 1-9953 84-0613514
(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.0. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
(Address of principal executive office and Zip Code) (Registrant's telephone no.
including area code)
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Item 5. Other Events.
On June 10, 1994, Jones Intercable, Inc., a Colorado corporation (the
"Registrant"), Jones Global Group, Inc. ("Global Group"), a Colorado
corporation of which the Registrant is a 38% shareholder, and certain of
their subsidiaries (collectively, "Jones") entered into definitive agreements
to contribute all of their interests in their United Kingdom cable/telephony
operations and franchises and their holdings in Spain to Bell Cablemedia plc, a
public limited company incorporated under the laws of England and Wales ("Bell
Cablemedia") in exchange for approximately 49,420,000 Ordinary Shares of Bell
Cablemedia (in the form of approximately 9,884,000 American Depositary Shares
("ADSs")). Bell Cablemedia is indirectly owned 80% by Bell Canada
International Inc. ("BCI") and 20% by Cable & Wireless plc ("C&W"). Jones'
agreement to contribute its United Kingdom and Spanish holdings to Bell
Cablemedia is contingent upon the successful completion of Bell Cablemedia's
proposed ADS offerings described below.
Bell Cablemedia has filed a Registration Statement with the Securities
and Exchange Commission (the "SEC") in connection with its proposed offering of
13,100,000 ADSs, each representing five Ordinary Shares of Bell Cablemedia. Of
the ADSs being offered, 12,000,000 are being offered by Bell Cablemedia and
1,100,000 are being offered by Global Group. The proceeds of the sale of ADSs
by Global Group are intended to allow it to satisfy potential U.S. tax
liabilities in connection with the transactions. Seventy-five percent of the
ADSs (9,825,000) will be offered in the United States and Canada, and the
remaining twenty-five percent of the ADSs (3,275,000) will be offered
internationally, inclusive of the United Kingdom. Prior to the ADS offerings,
there has been no public market for the ADSs or the Ordinary Shares. The ADSs
are intended to be quoted on the NASDAQ National Market System in the United
States.
The ADSs to be received by Jones will be "restricted securities"
within the meaning of Rule 144 promulgated under the Securities Act of 1933
(the "Securities Act"), and Jones will not be able to sell its ADSs unless an
exemption from registration under the Securities Act is available. BCI, C&W and
Jones have agreed that, for a period of 180 days after the date of the
definitive prospectus to be used in Bell Cablemedia's ADS offerings, they will
not sell or otherwise dispose of any ADSs or Ordinary Shares of Bell Cablemedia
(except for those ADSs received by Global Group that are to be sold as part of
the ADS offerings) without the prior written consent of the lead underwriter
of the ADS offerings. Pursuant to a principal shareholders' registration rights
agreement, Bell Cablemedia will grant certain demand and piggy-back
registration rights to BCI, C&W and Jones. In addition, pursuant to the terms
of a separate registration rights agreement, Bell Cablemedia has agreed to file
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promptly with the SEC a registration statement covering sales of all of Jones'
ADSs received in connection with Bell Cablemedia's acquisition of Jones' United
Kingdom and Spanish holdings (except for those ADSs received by Global Group
that are to be sold as part of the ADS offerings) and to keep such registration
statement effective for a period of approximately three years from the closings
of the ADS offerings.
In addition to the ADS offerings, Bell Cablemedia has filed a Registration
Statement with the SEC in connection with its proposed offering of Senior
Discount Notes due 2004.
After giving effect to Bell Cablemedia's acquisition of Jones' United
Kingdom holdings and the ADSs offerings, the principal shareholders of Bell
Cablemedia, namely BCI, C&W and Jones, either directly or indirectly through
affiliates, will own approximately 42%, 13% and 14%, respectively, of the
issued and outstanding shares of Bell Cablemedia. Upon completion of Bell
Cablemedia's acquisition of Jones' United Kingdom holdings and the ADSs
offerings, Bell Cablemedia will become the third largest holder of
cable/telephony licenses in the United Kingdom measured in terms of equity
homes in its franchise areas with over two million equity homes in the United
Kingdom.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JONES INTERCABLE, INC.
Dated: June 17, 1994 By: /s/ Elizabeth M. Steele
Elizabeth M. Steele,
Vice President
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