<PAGE> 1
OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
WASHINGTON, D.C. 20549 Estimated average burden
hours per form . . 14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
JONES INTERCABLE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480206101
- --------------------------------------------------------------------------------
(CUSIP Number)
Elizabeth M. Steele
9697 E. Mineral Avenue, Englewood, Colorado 80112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 20, 1994
- --------------------------------------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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> 2
SCHEDULE 13D
CUSIP NO. 480206101 PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones Spacelink, Ltd.
I.R.S. Identification No. 84-0835095
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jones Spacelink, Ltd., a Colorado corporation. Principal business and
address: Cable television; 9697 E. Mineral Avenue, Englewood,
Colorado 80112.
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates
to is the Common Stock, $.01 par value per share, of Jones Intercable, Inc., a
Colorado corporation (the "Company"). The address of the Company's principal
executive offices is 9697 E. Mineral Avenue, Englewood, Colorado 80112.
ITEM 2. IDENTITY AND BACKGROUND:
The names of the reporting persons filing this statement are:
1. Jones Spacelink, Ltd., a Colorado corporation
("Spacelink"). Mr. Glenn R. Jones is the Chairman of the Board of Directors
and Chief Executive Officer of Spacelink. As of December 20, 1994, Spacelink
is in the process of dissolving and liquidating pursuant to an Exchange
Agreement and Plan of Reorganization and Liquidation dated as of May 31, 1994,
as amended, between the Company and Spacelink (the "Reorganization Agreement").
2. Jones International, Ltd., a Colorado corporation
("International"), and certain of its subsidiaries. Mr. Jones is the Chairman
of the Board of Directors and Chief Executive Officer of International and owns
all of the outstanding shares of International. The principal business of
International is acting as a holding company.
3. Glenn R. Jones, an individual residing in the State
of Colorado. Mr. Jones' principal occupation is a cable television executive.
The foregoing reporting persons are hereinafter collectively
referred to as the "Jones Entities". The name, business address, present
principal occupation or employment, and citizenship of each director and
executive officer of each of the Jones Entities are set forth on Schedules A
and B attached hereto. The address of the principal business office for each
of the Jones Entities is 9697 E. Mineral Avenue, Englewood, Colorado 80112.
During the last five years, none of the Jones Entities, nor
any other person controlling any of the Jones Entities, nor, to the best of the
Jones Entities knowledge, any of the persons listed on the attached Schedules
hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or 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
<PAGE> 4
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 OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
Spacelink disposed of all of its shares of Common Stock of the
Company pursuant to the Reorganization Agreement. See Item 2.1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Jones Entities believe that as of December 20, 1994, there
were outstanding 5,113,021 shares of Common Stock.
(a) Amount Beneficially Owned:
The Jones Entities own an aggregate of 2,878,151 shares of
Common Stock, representing 56.29%, as follows:
<TABLE>
<CAPTION>
Number of
shares of Number of
Common Shares of
Stock Common
owned Stock owned Percent
Name Directly Indirectly of Ownership
---- -------- ---------- -------------
<S> <C> <C> <C>
Glenn R. Jones* 0 2,878,151** 56.29%
International* 0 2,878,151** 56.29%
Spacelink 0 0 0
</TABLE>
*For purposes of Rule 13d-3, Mr. Jones may be deemed to have beneficial
ownership of the shares of Common Stock owned by International and certain its
subsidiaries. Also for purposes of Rule 13d-3, International may be deemed to
have beneficial ownership of the shares of Common Stock owned by certain of its
subsidiaries.
**Includes ownership of shares held by certain of International's subsidiaries.
<PAGE> 5
Except for Mr. Jones, at December 20, 1994, no director or
executive officer of any of the Jones Entities beneficially owned shares of
Common Stock. As a result of the Reorganization Agreement, certain of the
directors and executive officers of the Jones Entities will beneficially own
shares of Common Stock. See Item 6.
(b) Voting Power and Disposition Power of the Common
Stock:
<TABLE>
<CAPTION>
Sole Power to Shared Power to
Sole Power to Shared Power to Dispose or to Dispose or to
Vote or to Direct Vote or to Direct Direct the Direct the
Name of Entity the Vote the Vote Disposition Disposition
- -------------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Glenn R. Jones 0 2,878,151 0 2,878,151
International 0 2,878,151 0 2,878,151
Spacelink 0 0 0 0
</TABLE>
(c) The following transactions in the Common Stock have
been effected during the last 60 days as follows (see Item 6 also):
(i) Mr. Jones purchased 57,000 shares of Common
Stock on the open market in November 1994.
(ii) On December 6, 1994, Mr. Jones exercised a
stock option to purchase 200,000 shares of Common Stock at an exercise
price of $6.125 per share.
(iii) As a result of the Reorganization Agreement,
Mr. Jones and International acquired 2,393,382 shares of the Common
Stock being reported herein.
(iv) Except as stated above, no transactions in
the Common Stock have been effected during the last 60 days by any
other person controlling the Jones Entities, or to the best of the
Jones Entities' knowledge, any of the persons named in the attached
Schedules hereto.
(d) Not applicable.
<PAGE> 6
(e) The date on which Spacelink ceased to be the
beneficial owner of more than five percent of the Common Stock was December 20,
1994.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On December 20, 1994, pursuant to an Exchange Agreement and Plan of
Reorganization and Liquidation dated as of May 31, 1994, as amended, between
the Company and Spacelink (the "Reorganization Agreement"), the Company
acquired substantially all of the assets of Spacelink (other than certain
shares of Common Stock owned by Spacelink) and assumed all of the liabilities
of Spacelink in exchange for 3,900,000 shares of the Company's Class A Common
Stock. Spacelink then distributed all of the shares of the Company held by it
(consisting of the 3,900,000 shares of Class A Common Stock and 2,859,240
shares of Common Stock) to the Spacelink shareholders in connection with its
dissolution.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Exchange Agreement and Plan of Reorganization and
Liquidation dated as of May 31, 1994, as amended,
between the Company and Spacelink is hereby
incorporated by reference from the the Company's
Current Report on Form 8-K, electronically filed on
June 6, 1994, and the amendment to said agreement is
hereby incorporated by reference from Amendment No. 2
to Form S-4 Registration Statement and Proxy
Statement of the Company filed with the Securities
and Exchange Commission (Commission File No. 1-9953
and Registration No. 33-54527).
<PAGE> 7
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: December 30, 1994
/s/ Glenn R. Jones
Glenn R. Jones
JONES INTERNATIONAL, LTD.
By: /s/ Glenn R. Jones
Glenn R. Jones
President
JONES SPACELINK, LTD.
By: /s/ Elizabeth M. Steele
Elizabeth M. Steele
Vice President
<PAGE> 8
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES SPACELINK, LTD.
The name and title(s) of each of the directors and executive officers
of Jones Spacelink, Ltd. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and Colorado, respectively.
<TABLE>
<CAPTION>
Name Title(s)
---- --------
<S> <C>
Glenn R. Jones Chairman of the Board and
Chief Executive Officer
Gregory J. Liptak President & Director
Ruth E. Warren Vice President/Operations
Elizabeth M. Steele Vice President and Secretary
Nancy Anderson Vice President/Pay-Per-View
Jay B. Lewis Treasurer and Controller
Carl E. Vogel Director
Chief Operating Officer
Ecosphere
90 Inverness Circle East
Englewood, CO 80112
Timothy J. Burke Director
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
Richard Henderson Director
Chief Executive Officer,
President and Director
HSC, Inc.
345 Kekuanaoa Street
Hilo, HI 96720
Citizenship: Hawaii
John C. Amman Director
Private Investor and
Business Consultant
1050 Seventeenth Street
Suite 1750
Denver, CO 80265
</TABLE>
<PAGE> 10
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES INTERNATIONAL, LTD.
The name and title(s) of each of the directors and executive officers
of Jones International, Ltd. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and Colorado, respectively.
<TABLE>
<CAPTION>
Name Title(s)
---- --------
<S> <C>
Glenn R. Jones Chairman of the Board, Chief
Executive Officer and
President
Gregory J. Liptak Group President
Patrick J. Lombardi Group Vice President/Finance and
Director
Robert S. Zinn Vice President/Legal Affairs
Elizabeth M. Steele Secretary
Christine Jones Marocco Director
Homemaker
25 East End Avenue
Apartment 14F
New York, NY 10028
Citizenship: New York
</TABLE>
<PAGE> 11
APPENDIX A
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
WASHINGTON, D.C. 20549 Expires: September 30, 1988
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)
JONES INTERCABLE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480206 10 1
- --------------------------------------------------------------------------------
(CUSIP Number)
Charles P. Northrop Esq., 9697 E. Mineral Ave.,
Englewood, CO 80112 (303) 792-3111
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 25, 1987
- --------------------------------------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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> 12
SCHEDULE 13D
CUSIP NO. 480206 10 1 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones Spacelink, Ltd.
I.R.S. Identification No. 84-0835095
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jones Spacelink, Ltd., a Colorado corporation; Principal business and
address: Cable television; 9697 East Mineral Ave., Englewood, CO 80112
7 SOLE VOTING POWER
NUMBER OF 2,859,240 shares of Common Stock
SHARES
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
9 SOLE DISPOSITIVE POWER
2,859,240 shares of Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,859,240 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
55% of Common Stock
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 13
ITEM 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per
share of Jones Intercable, Inc., a Colorado corporation ("Intercable"). The
address of Intercable's principal executive offices is 9697 East Mineral
Avenue, Englewood, Colorado 80112.
ITEM 2. Identity and Background.
I. (a) Name: Jones Spacelink, Ltd. ("Spacelink")
(b) State of Incorporation: Colorado
(c) Principal Business: Owning, operating and managing
cable television systems and satellite master antenna
television systems throughout the United States.
(d) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(e) Criminal Convictions: None
(f) Civil Proceedings Involving Violations of Securities
Laws: None
II. (a) Name: Jones International, Ltd. ("International")
(b) State of Incorporation: Colorado
(c) Principal Occupation: Non-public holding company
owning equity interests in several companies in the
cable television and master antenna television
industries and in related industries, such as
computers, telecommunications and electronics. Mr.
Glenn R. Jones owns all of the outstanding capital
stock of International.
(d) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(e) Criminal Convictions: None
(f) Civil Proceedings Involving Violations of Securities
Laws: None
III. (a) Name: Glenn R. Jones ("Jones")
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Chairman of the Board of
Directors, Chief Executive Officer and President of
Intercable. He is also Chairman of the Board of
Directors of Spacelink, International and various
subsidiaries of Intercable or of International,
including The Jones Group, Ltd., Data Transmission,
Inc., International Aviation, Ltd., Colorado
<PAGE> 14
Intercable, Inc., Evergreen Intercable, Inc., Jones
Capital Markets, Inc., Jones Futura Foundation, Ltd.,
Jones Futurex, Inc., Jones Information Management,
Inc., Jones Properties, Inc., Jones Tri-City
Intercable, Inc., and Sky Merchant, Inc. All of the
above-mentioned corporations are Colorado
corporations and all have their principal offices at
9697 East Mineral Avenue, Englewood, Colorado 80112.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
IV. (a) Name: Bruce A. Armstrong
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Chief Executive Officer,
President and Director of Spacelink.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
V. (a) Name: John K. Ostermiller
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Executive Vice President of
Spacelink
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
VI. (a) Name: David B. Rhodes
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Vice President/Finance and
Treasurer of Spacelink
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
<PAGE> 15
VII. (a) Name: Charles P. Northrop
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Secretary and Director of
Spacelink. He is also Vice President/General Counsel
and Secretary of International and Intercable. Mr.
Northrop also is a Director of Intercable.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
VIII. (a) Name: Kevin P. Coyle
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Director of Spacelink. He is
also Senior Vice President/Financial Services
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
IX. (a) Name: Timothy J. Burke
(b) Business Address: 9697 East Mineral Avenue
Englewood, Colorado 80112
(c) Principal Occupation: Director of Spacelink. He is
also Senior Vice President/Taxation of Intercable.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
X. (a) Name: J. Rodney Dyer
(b) Business Address: 5550 Wilshire Boulevard
Los Angeles, California 90046
(c) Principal Occupation: Director of Spacelink. He is
also President and sole shareholder of Dyer/Kahn, Inc.
(d) Criminal Convictions: None
(e) Civil Proceedings Involving Violations of Securities
Laws: None
(f) Citizenship: USA
<PAGE> 16
ITEM 3. Source and Amount of Funds or Other Consideration.
The securities for which this Schedule is being filed were
acquired pursuant to an Agreement, dated as of March 25, 1987, between
International and Spacelink (the "Agreement").
Pursuant to the Agreement, Spacelink will issue and sell to
International 41,659,263 shares of its Class A Common Stock, $.01 par value per
share, free and clear of all security interests, liens, pledges, encumbrances
and rights of other persons, in exchange for 2,859,240 shares of Common Stock
of Intercable and 6,000 shares of Common Stock, no par value per share, of The
Jones Group, Ltd., all of which shares are owned directly by International. No
funds or other consideration will be used in the transaction.
ITEM 4. Purpose of Transaction.
The acquisition of securities of Intercable and The Jones
Group, Ltd. by Spacelink will enhance its ability to obtain financing essential
for its continued growth enabling it to acquire additional cable television and
SMATV systems.
The pro-forma effect of these acquisitions as of November 30,
1986, would increase total assets of Spacelink from slightly over $5,000,000 to
approximately $308,000,000. Shareholders' investment would increase from
approximately $2,600,000 to approximately $17,400,000. Net income for the year
ended May 31, 1986, would increase from a net loss to over $3,000,000, and
would increase from a net loss to over $1,400,000 for the six months ended
November 30, 1986.
ITEM 5. Interest in Securities of the Issuer.
(a) Spacelink now owns 2,859,240 (approximately 55%) of the
outstanding shares of Common Stock of Intercable. International now owns
86,487 (approximately 2%) of the outstanding shares of Common Stock of
Intercable. Glenn R. Jones owns all of the outstanding shares of International
and may be deemed to be the beneficial owner of all shares of Intercable's
stock owned by International.
(b) Spacelink now has the sole power to vote or to direct the vote
and sole power to dispose of, or to direct the disposition of 2,859,240 shares
of Common Stock of Intercable. Spacelink does not now have the shared power to
dispose of or to direct the disposition of any shares of Common Stock of
Intercable.
<PAGE> 17
International now has the sole power to vote or to direct the
vote and sole power to dispose of, or to direct the disposition of 86,487
shares of Stock. International does not now have the shared power to vote or
to direct the disposition of any shares of Stock.
Glenn R. Jones now has the sole power to vote or to direct the
vote and sole power to dispose of, or to direct the disposition of 86,487
shares of Stock. Glenn R. Jones does not now have the shared power to vote or
to direct the vote, or shared power to dispose of or to direct the disposition
of any shares of Stock.
(c) See Item 3 of this Schedule for a description of transactions
in the Stock effected during the past sixty (60) days by the persons named in
paragraph (a) of this Item 5.
(d) None.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to the terms of the Articles of Incorporation of
Intercable, each share of Class A Common Stock is entitled to one-tenth of a
vote per share and each share of Common Stock is entitled to one vote per
share. In addition, holders of Common Stock elect 75 percent of the Board of
Directors. Spacelink, through its ownership of 55 percent of the shares of
Common Stock, controls the Intercable Board of Directors and (as to matters not
requiring class voting) casts approximately 48 percent of all votes cast on
matters submitted to shareholders.
Pursuant to the Jones Intercable, Inc. Incentive Stock Option
and Stock Appreciation Rights Plan, the following individuals have been granted
options to purchase Class A Common Stock of Intercable:
<TABLE>
<CAPTION>
Date of Number Exercise Price
Name Grant of Shares Per Share
- ---- ----- --------- ---------
<S> <C> <C> <C>
Timothy J. Burke 8/9/83 1,250 $ 5.875
1/2/86 7,500 7.6875
Charles P. Northrop 1/2/86 25,000 7.6875
</TABLE>
<PAGE> 18
Pursuant to the Jones Intercable, Inc. Non-qualified Stock
Option Plan, the following individuals have been granted options to purchase
Class A Common Stock of Intercable:
<TABLE>
<CAPTION>
Date of Number Exercise Price
Name Grant of Shares Per Share
- ---- ----- --------- ---------
<S> <C> <C> <C>
Glenn R. Jones 8/9/83 50,000 $ 5.875
Bruce A. Armstrong 1/2/87 11,650 11.25
Charles P. Northrop 1/2/87 2,411 11.25
</TABLE>
On July 14, 1986, Glenn R. Jones was granted an option to
purchase 100,000 shares of Common Stock at $12.875 per share.
Other than as set forth above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons named in Item 2 or between such persons and any person with respect to
any securities of the issuer, including, but not limited to transfer or voting
of any arrangements, puts or calls, guarantees or profits, division of profits
or loss, or the giving or withholding of proxies, other than Glenn Jones'
relationship with International as a Director, President and its sole
shareholder.
ITEM 7. Material to be Filed as Exhibits.
1) Copy of the Agreement relating to the acquisition of
Issuer control.
2) Two Incentive Stock Option and Stock Appreciation
Rights Plan Agreements for Timothy J. Burke dated August 9, 1983 and January 2,
1986.
3) Incentive Stock Option and Stock Appreciation Rights
Plan Agreement for Charles P. Northrop dated January 2, 1986.
4) Non-qualified Stock Option Agreement for Glenn R.
Jones dated August 9, 1983.
5) Two Non-qualified Stock Option Agreements for Bruce
A. Armstrong both dated January 2, 1987.
6) Stock Option Agreement for Glenn R. Jones dated July
14, 1986.
<PAGE> 19
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.
Dated: June 2, 1987.
JONES SPACELINK, LTD.
By: /s/ Charles P. Northrop
Charles P. Northrop
Secretary
