<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
JONES INTERCABLE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
JONES INTERCABLE, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2). This fee was
paid when preliminary filed.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
- ---------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
JONES INTERCABLE, INC.
9697 EAST MINERAL AVENUE
P.O. BOX 3309
ENGLEWOOD, COLORADO 80155-3309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 10, 1995
The Annual Meeting of the Shareholders of Jones Intercable, Inc. (the
"Company") will be held at the Company's corporate offices, 9697 East Mineral
Avenue, Englewood, Colorado, on Monday, July 10, 1995, at 2:00 p.m., Mountain
Time, for the following purposes:
1. To elect Directors to serve until the next annual meeting and until
their successors are duly elected and qualified.
2. To vote upon a proposal to amend the Company's Articles of
Incorporation to increase the number of authorized shares of Class A Common
Stock from 30,000,000 shares to 60,000,000 shares.
3. To ratify the appointment of Arthur Andersen & Co., Certified
Public Accountants, as independent auditors for the Company for the fiscal
year ending May 31, 1995.
4. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on May 12, 1995 are
entitled to notice of, and to vote at, the meeting.
It is very important that all shareholders be represented at the meeting.
We urge you to sign and return the enclosed proxy as promptly as
possible -- whether or not you plan to attend the meeting. The proxy should be
returned in the enclosed envelope. You may revoke the proxy at any time prior to
its use by filing with the Company a duly executed proxy bearing a later date,
by voting in person at the Annual Meeting or by giving written or oral notice of
revocation to the Secretary of the Company.
By Order of the Board of Directors
Elizabeth M. Steele
Secretary
Dated: May 19, 1995
<PAGE> 3
JONES INTERCABLE, INC.
9697 EAST MINERAL AVENUE
P.O. BOX 3309
ENGLEWOOD, COLORADO 80155-3309
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 10, 1995
Proxies in the form accompanying this statement are being solicited by the
Board of Directors of Jones Intercable, Inc. (the "Company") for use at the
Annual Meeting of Shareholders to be held on Monday, July 10, 1995, at 2:00
p.m., Mountain Time, at the Company's corporate offices, 9697 East Mineral
Avenue, Englewood, Colorado, and at any adjournments thereof. A proxy may be
revoked by a shareholder at any time prior to its use by filing with the Company
a duly executed proxy bearing a later date, by voting in person at the Annual
Meeting, or by giving written or oral notice of revocation to the Secretary of
the Company.
Officers and other employees of the Company may solicit proxies by
telephone, fax, telegraph or personal interview, as well as by mail. The cost of
any such solicitation will be paid by the Company. To assist in the solicitation
of proxies, the Company may employ a paid solicitor at a cost of approximately
$5,000 plus out-of-pocket expenses.
As of April 15, 1995, the Company's classes of capital stock entitled to
vote were its Common Stock, $.01 par value, of which 5,113,021 shares were
outstanding, and its Class A Common Stock, $.01 par value, of which 26,158,305
were outstanding. Only shareholders of record at the close of business on May
12, 1995 (the "Record Date") will be entitled to notice of, and to vote at, the
meeting.
The approximate date on which this Proxy Statement is being sent to
shareholders is May 19, 1995.
SHAREHOLDER PROPOSALS
The date by which shareholder proposals must be received by the Company in
order to be presented at the next Annual Meeting of Shareholders is July 8,
1995.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth certain information as of April 15, 1995,
regarding ownership of the Company's Common Stock or Class A Common Stock by
persons (including any group) known to the Company to be beneficial owners of
more than 5% of either class of stock, the individual Directors of the Company,
nominees to become Directors of the Company, each of the executive officers
named in the Summary Compensation Table and the executive officers and Directors
of the Company as a group. Under the rules of the Securities and Exchange
Commission, a person (or group of persons) is deemed to be a "beneficial owner"
of a security if he or she, directly or indirectly, has or shares the power to
vote or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security. Accordingly,
<PAGE> 4
more than one person may be deemed to be a beneficial owner of the same
security. A person is also deemed to be a beneficial owner of any security which
that person has the right to acquire within 60 days.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL
BENEFICIAL OWNER(1) TITLE OF CLASS OWNERSHIP(2) PERCENT OF CLASS
- ---------------------------------------- -------------- ----------------- ----------------
<S> <C> <C> <C>
Jones International, Ltd................ Common Stock 2,403,751(3)(4) 47.01
9697 East Mineral Avenue
Englewood, CO 80112 Class A 2,372,568(3)(5) 9.07
Common Stock
Glenn R. Jones.......................... Common Stock 2,878,151(3)(6) 56.29
9697 East Mineral Avenue
Englewood, CO 80112 Class A 2,769,678(3)(7) 10.53
Common Stock
Derek H. Burney......................... Class A 350 less than .01
1000 rue de la Common Stock
Gauchetiere Quest
Montreal, Quebec,
Canada H3B 4Y8
Christopher J. Bowick................... Common Stock 2,678 .05
9697 East Mineral Avenue
Englewood, CO 80112 Class A 8,601(8) .03
Common Stock
Kevin P. Coyle.......................... Common Stock 1,843(9) .04
9697 East Mineral Avenue
Englewood, CO 80112 Class A 4,303(10) .02
Common Stock
James J. Krejci......................... Class A 5,000 .02
9697 East Mineral Avenue Common Stock
Englewood, CO 80112
Christine Jones Marocco................. Common Stock 2,749,679(11) 53.78
9697 East Mineral Avenue
Englewood, CO 80112 Class A 107,376(12) .41
Common Stock
James B. O'Brien........................ Common 3,588 .07
9697 East Mineral Avenue
Englewood, CO 80112 Class A 29,121(13) .11
Common Stock
Daniel E. Somers........................ Class A 100 less than .01
1000 rue de la Common Stock
Gauchetiere Quest
Montreal, Quebec,
Canada H3B 4Y8
Raymond L. Vigil........................ Common 180 less than .01
9697 East Mineral Avenue
Englewood, CO 80112 Class A 2,207(14) .01
Common Stock
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL
BENEFICIAL OWNER(1) TITLE OF CLASS OWNERSHIP(2) PERCENT OF CLASS
- ---------------------------------------- -------------- ----------------- ----------------
<S> <C> <C> <C>
Robert S. Zinn.......................... Common Stock 2,771,944(15) 54.21
9697 East Mineral Avenue
Englewood, CO 80112 Class A 157,290(16) .60
Common Stock
David K. Zonker......................... Common Stock 9,824(17) .19
9697 East Mineral Avenue
Englewood, CO 80112 Class A 29,174(18) .11
Common Stock
All executive officers and Common Stock 2,990,659 58.49
directors as a group
(20 persons)............................ Class A 3,122,422(19) 11.87
Common Stock
Mutuelles AXA group..................... Class A 1,962,178(20)(25) 7.50
Vie Mutuelle Common Stock
101-100 Terrasse Boieldieu
92042 Paris La Defense
France
AXA
23, Avenue Matignon
75008 Paris France
The Equitable Companies
Incorporated
787 Seventh Avenue
New York, New York 10019
Bell Canada International............... Common Stock 2,878,151(21) 56.29
BVI III Limited
Arawak Chamber Class A 9,914,300(22)(25) 37.90
Road Town Common Stock
Tortola, BVI
The Capital Group....................... Class A 1,467,000(23)(25) 5.61
Companies, Inc. and Common Stock
Capital Research
333 South Hope Street
Los Angeles, CA 90071
Neuberger & Berman...................... Class A 2,000,200(24)(25) 7.65
605 Third Avenue Common Stock
New York, NY 10158
</TABLE>
- ---------------
(1) Directors and nominees to become Directors and executive officers named in
the Summary Compensation Table who are not listed in the table do not
beneficially own any of the Company's shares. Shares shown as subject to
options means that such options are exercisable immediately.
(2) Unless otherwise noted, all persons indicated in the table have full voting
and investment power with respect to the share ownership described.
3
<PAGE> 6
(3) Glenn R. Jones, Chairman of the Board of Directors and Chief Executive
Officer of the Company, owns all of the outstanding shares of Jones
International, Ltd. ("International") and is deemed to be the beneficial
owner of all shares of the Company owned by International. By virtue of
this ownership, Mr. Jones controls approximately 41% of the total votes to
be cast by all shareholders of the Company's shares on matters not
requiring a class vote, because, with regard to such matters, a share of
Common Stock has one vote and a share of Class A Common Stock has 1/10 of a
vote. The holders of Class A Common Stock, as a class, are able to elect
the greater of 25% or the next highest whole number of the Company's Board
of Directors. Thus, holders of the Class A Common Stock, as a class, are
presently entitled to elect four Directors.
(4) Includes 2,239,416 shares held by the Jones International Grantor Business
Trust; 100,400 shares held by Jones Entertainment Group, Ltd.; 35,707
shares held by Jones Space Segment, Inc.; 27,585 shares held by Jones
Global Group, Inc.; and 643 shares held by Jones Interdigital, Inc.
International may be deemed to be the beneficial owner of all shares of
Common Stock owned by Jones Entertainment Group, Ltd., Jones Space Segment,
Inc., Jones Global Group, Inc. and Jones Interdigital, Inc.
(5) Includes 2,148,414 shares held by International; 136,946 shares held by
Jones Entertainment Group, Ltd., 48,705 shares held by Jones Space Segment,
Inc., 37,626 shares held by Jones Global Group, Inc.; and 877 shares held
by Jones Interdigital, Inc. International may be deemed to be the
beneficial owner of all shares of Class A Common Stock owned by Jones
Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global Group,
Inc. and Jones Interdigital, Inc.
(6) Includes 474,400 shares held by the Glenn Jones Grantor Business Trust;
2,239,416 shares held by the Jones International Grantor Business Trust;
100,400 shares held by Jones Entertainment Group, Ltd.; 35,707 shares held
by Jones Space Segment, Inc.; 27,585 shares held by Jones Global Group,
Inc.; and 643 shares held by Jones Interdigital, Inc.
(7) Includes 262,433 shares owned by Mr. Jones; 134,677 shares held by Mr.
Jones pursuant to stock options; 2,148,414 shares held by International;
136,946 shares held by Jones Entertainment Group, Ltd.; 48,705 shares held
by Jones Space Segment, Inc.; 37,626 shares held by Jones Global Group,
Inc.; and 877 shares held by Jones Interdigital, Inc.
(8) Includes 1,329 shares held by Mr. Bowick pursuant to a stock option.
(9) Includes 320 shares held by Mr. Coyle's wife.
(10) Includes 1,252 shares held by Mr. Coyle pursuant to a stock option.
(11) Includes 8,799 shares held by Mrs. Marocco; 357 shares held by the Joseph
Michael Marocco Irrevocable Trust; 26,707 shares held by the Christine
Jones Marocco Irrevocable Trust; 2,239,416 shares held by the Jones
International Grantor Business Trust in which Mrs. Marocco has shared
voting power; and 474,400 shares held by the Glenn Jones Grantor Business
Trust in which Mrs. Marocco has shared voting power.
(12) Includes 23,891 shares held by Mrs. Marocco; 970 shares held by the Joseph
Michael Marocco Irrevocable Trust; 72,515 shares held by the Christine
Jones Marocco Irrevocable Trust; and 10,000 shares held by Mrs. Marocco's
husband. Mrs. Marocco disclaims beneficial ownership of the shares held by
her husband. Mrs. Marocco's husband is a principal in a firm that may from
time to time invest in the Company's securities. Mrs. Marocco disclaims
beneficial ownership of any securities of the Company that said firm
purchases or in which Mr. Marocco may therefor have an interest.
(13) Includes 9,377 shares held by Mr. O'Brien pursuant to a stock option.
(14) Includes 1,719 shares held by Mr. Vigil pursuant to a stock option.
(15) Mr. Zinn is a trustee of (i) separate trusts for the benefit of the three
children of Glenn R. Jones, which hold in the aggregate 57,893 shares, (ii)
the Glenn Jones Grantor Business Trust which holds 474,400 shares and (iii)
the Jones International Grantor Business Trust which holds 2,239,416
shares. Mr. Zinn shares voting power of these latter two trusts. Also
includes 235 shares held by Mr. Zinn's wife; Mr. Zinn disclaims beneficial
ownership of these 235 shares.
4
<PAGE> 7
(16) Mr. Zinn is a trustee of separate trusts for the benefit of the three
children of Glenn R. Jones, which hold in the aggregate 157,194 shares.
Includes 96 shares held by Mr. Zinn's wife; Mr. Zinn disclaims beneficial
ownership of these 96 shares.
(17) These shares are held by Mr. Zonker's wife; Mr. Zonker disclaims beneficial
ownership of these shares.
(18) Includes 26,674 shares held by Mr. Zonker's wife and 2,500 shares held by
Mr. Zonker pursuant to a stock option; Mr. Zonker disclaims beneficial
ownership of the shares held by his wife.
(19) Includes 154,479 shares held by various executive officers and directors
pursuant to stock options.
(20) The Mutuelles AXA group includes AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha
Assurances Vie Mutuelle and Uni Europe Assurance Mutuelle. The Mutuelles
AXA group, AXA and The Equitable Companies Incorporated have sole voting
power over 1,734,753 shares and shared voting power over 425 shares, sole
dispositive power over 1,964,678 shares and shared dispositive power over
500 shares.
(21) Bell Canada International Inc. ("BCI"), the sole shareholder of Bell Canada
International BVI III Limited, may be deemed to have beneficial ownership
of the 2,878,151 shares of Common Stock covered by Option Agreements dated
December 20, 1994 among Morgan Guaranty Trust Company of New York, acting
as agent for BCI, and the Glenn Jones Grantor Business Trust, the Jones
International Grantor Business Trust, Jones Entertainment Group, Ltd.,
Jones Space Segment, Inc., Jones Global Group, Inc. and Jones Interdigital,
Inc.
(22) Bell Canada International BVI III Limited is a wholly-owned subsidiary of
Bell Canada International Inc., 1000 de la Gauchetiere Street West, Suite
1100, Montreal, Quebec, Canada H3B 4Y8.
(23) Capital Guardian Trust Company and Capital Research and Management Company,
operating subsidiaries of The Capital Group Companies, Inc., exercised as
of December 31, 1994, investment discretion with respect to 487,000 and
980,000 shares, respectively, which was owned by various institutional
investors.
(24) Neuberger & Berman has sole voting power over 616,700 shares, shared voting
power over 928,400 shares and shared dispositive power over 2,000,200
shares.
(25) This information is based upon filings made by the shareholders with the
Securities and Exchange Commission, copies of which were provided to the
Company.
PROPOSAL 1. ELECTION OF DIRECTORS
Directors are elected to hold office until the next Annual Meeting of
Shareholders and until their successors shall be elected and shall qualify. In
the absence of instructions to the contrary, the proxies designated by the Board
of Directors on the form of proxy enclosed will vote the shares represented by
them in favor of the nominees listed below. Each of the persons nominated is
currently a member of the Board of Directors. Although management does not
anticipate that such an event will occur, if a nominee named in this Proxy
Statement is unable to serve as a Director at the time of the Annual Meeting,
the proxy will be voted for a nominee to be designated by the present Board of
Directors.
The Company's Articles of Incorporation provide that, with respect to the
election of Directors, the holders of Class A Common Stock, voting as a separate
class, are entitled to elect that number of Directors constituting 25% of the
total membership of the Board of Directors. If such 25% is not a whole number,
holders of Class A Common Stock are entitled to elect the nearest higher whole
number of directors constituting 25% of the membership of the Board of
Directors. Holders of Common Stock, voting as a separate class, are entitled to
elect the remaining Directors.
Four members of the Board of Directors are to be elected by holders of
Class A Common Stock, and nine members of the Board of Directors are to be
elected by holders of Common Stock. Of the thirteen persons set forth below as
nominees for the position of Director of the Company, William E. Frenzel, Donald
L. Jacobs, Philip R. Ladouceur, and Robert B. Zoellick have been designated by
the Board of Directors as nominees to be elected by holders of Class A Common
Stock, and Glenn R. Jones, Derek H. Burney, James J. Krejci,
5
<PAGE> 8
Christine Jones Marocco, James B. O'Brien, Daniel E. Somers, Raymond L. Vigil,
Robert S. Zinn and David K. Zonker have been designated as the nominees to be
elected by holders of Common Stock.
Each share of Common Stock and Class A Common Stock has one vote in the
election of the Directors to be elected by that class. The Company's Articles of
Incorporation provide that cumulative voting shall not be allowed in the
election of directors.
DIRECTORS TO BE ELECTED BY HOLDERS OF CLASS A COMMON STOCK
Mr. William E. Frenzel was appointed a director of the Company on April 11,
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,
he was the Congressional Representative to the General Agreement on Tariffs and
Trade (GATT), was 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 eights 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. He is 66 years old.
Mr. Donald L. Jacobs was appointed a director of the Company on April 11,
1995. Mr. Jacobs is a member of the Company's Audit Committee and Compensation
Committee. 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. He is 57 years old.
Mr. Philip R. Ladouceur was appointed a director of the Company on April
11, 1995. Mr. Ladouceur is a member of the Company's Compensation Committee. Mr.
Ladouceur joined Bell Canada International Inc. as Executive Vice President of
Operations on March 1, 1995. From 1993 to March 1995, Mr. Ladouceur was
President, Chief Executive Officer and a Director of ISM Information Systems
Management (Alberta) Corporation, a major information management company based
in Alberta, Canada. From 1990 to 1992, Mr. Ladouceur was Executive Vice
President and a Director of Sharwood and Company, a Toronto merchant bank and
President and Senior Partner of HDL Capital Corporation in Toronto. From
1986-1989, he was Senior Vice President of Finance, Chief Financial Officer and
a Director of Rogers Communications Inc. Mr. Ladouceur is a past director of the
Financial Executives Institute of Canada. He is 54 years old.
Mr. Robert B. Zoellick was appointed a director of the Company on April 11,
1995. Mr. Zoellick is a member of the Company's Audit Committee. Mr. Zoellick is
Executive Vice President, General Counsel and Corporate Secretary of 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 received the
Alexander Hamilton and Distinguished Service Awards, highest honors of the
Departments of Treasury and State, respectively. The German Government awarded
him the Knight Commanders Cross for his work on Germany unification. Mr.
Zoellick currently serves on the boards of the Council on Foreign Relations, the
Congressional Institute, the German Marshall Fund of the U.S., the European
Institute, the National Bureau of Asian Research, the American Council on
Germany and the Overseas Development Council. He is 41 years old.
6
<PAGE> 9
DIRECTORS TO BE ELECTED BY HOLDERS OF COMMON STOCK
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and
Chief Executive Officer of the Company since its formation in 1970, and he was
President from June 1984 until April 1988. Mr. Jones was elected a member of the
Executive Committee of the Board of Directors in April 1985 and a member of the
Compensation Committee in January 1995. 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 Company
and of certain other affiliates of the Company. Mr. Jones was appointed Vice
Chairman of the Board of Directors of Bell Canada International Inc. in February
1995. Mr. Jones has been involved in the cable television business in various
capacities since 1961, is a past and present member of the Board of Directors of
the National Cable Television Association, and is a former member of its
Executive Committee. Mr. Jones is a past director and member of the Executive
Committee of C-Span. 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 Chairman's Award from the
Investment Partnership Association, which is an association of sponsors of
public syndications; the cable television industry's Public Affairs Association
President's Award in 1990, the Donald G. McGannon award for the advancement of
minorities and women in cable; 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; and the Women in Cable Accolade in 1990 in
recognition of support of this organization. Mr. Jones is also a founding member
of the James Madison Council of the Library of Congress and is on the Board of
Governors of the American Society of Training and Development. He is 65 years
old.
Mr. Derek H. Burney was appointed a Director of the Company on December 20,
1994 and Vice Chairman of the Board of Directors on January 31, 1995. He is also
a member of the Executive Committee and the Executive Officer Option Committee
of the Board of Directors. Mr. Burney joined BCE Inc., Canada's largest
telecommunications company, in January 1993 as Executive Vice President,
International. He has been the Chairman of Bell Canada International Inc., a
subsidiary of BCE, since January 1993 and, in addition, has been Chief Executive
Officer of BCI since July 1993. Prior to joining BCE, Mr. Burney served as
Canada's ambassador to the United States from 1989 to 1992. Mr. Burney also
served as chief of staff to the Prime Minister of Canada from March 1987 to
January 1989 where he was directly involved with the negotiation of the
U.S.-Canada Free Trade Agreement. In July 1993, he was named an Officer of the
Order of Canada. Mr. Burney is chairman of Bell Cablemedia plc. He is a director
of Mercury Communications Limited, Videotron Holdings plc, Tele-Direct
(Publications) Inc., Teleglobe Inc., Bimcor Inc., Maritime Telegraph and
Telephone Company, Limited, Moore Corporation Limited and Northbridge
Programming Inc. He is 55 years old.
Mr. James J. Krejci was President of the International Division of
International Gaming Technology, International headquartered in Reno, Nevada,
until March 1995. Prior to joining IGT in May 1994, Mr. Krejci was Group Vice
President of Jones International, Ltd. and was Group Vice President of the
Company. He also served as an officer of Jones Futurex, Inc., a subsidiary of
the Company engaged in manufacturing and marketing data encryption devices,
Jones Interactive, Inc., a subsidiary of Jones International, Ltd. providing
computer data and billing processing facilities and Jones Lightwave, Ltd., a
company owned by Jones International, Ltd. and Mr. Jones, and several of its
subsidiaries engaged in the provision of telecommunications services until
leaving the Company in May 1994. Mr. Krejci has been a Director of the Company
since August 1987. He is 53 years old.
Ms. Christine Jones Marocco was appointed a Director of the Company on
December 20, 1994. She is the daughter of Glenn R. Jones. Ms. Marocco is also a
director of Jones International, Ltd. She is 39 years old.
Mr. James B. O'Brien, the Company's President, joined the Company in
January 1982. Prior to being elected President and a Director of the Company 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 Company's Executive
Committee in August 1993. As President, he is responsible for the day-to-day
operations of the cable television systems managed and
7
<PAGE> 10
owned by the Company. 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 a director
of the Cable Television Administration and Marketing Association and as a
director of the Walter Kaitz Foundation, a foundation that places people of
ethnic minority groups in positions with cable television systems, networks and
vendor companies. He is 45 years old.
Mr. Daniel E. Somers was appointed a Director of the Company on December
20, 1994 and also serves on the Company's Audit Committee and its Executive
Officer Option Committee. From January 1992 to January 1995, Mr. Somers worked
as Senior Vice President and Chief Financial Officer of Bell Canada
International Inc. and was appointed Executive Vice President and Chief
Financial Officer on February 1, 1995. He is also a Director of certain of its
affiliates. Prior to joining Bell Canada International Inc. and since January
1989, Mr. Somers was the President and Chief Executive Officer of Radio Atlantic
Holdings Limited. Mr. Somers is a member of the North American Society of
Corporate Planning, the Financial Executives Institution and the Financial
Analysts Federation. He is 47 years old.
Mr. Raymond L. Vigil joined the Company in June 1993 as Group Vice
President/Human Resources. Previous to joining the Company, Mr. Vigil served as
Executive Director of Learning with USWest. Prior to USWest, Mr. Vigil worked in
various human resources posts over a 14-year term with the IBM Corporation. He
is 48 years old.
Mr. Robert S. Zinn was appointed a director of the Company on December 20,
1994. Mr. Zinn joined the Company in January 1991 and is a member of its Legal
Department. He is also Vice President/Legal Affairs of Jones International, Ltd.
Prior to joining the Company, Mr. Zinn was in private law practice in Denver,
Colorado for over 25 years. He is 58 years old.
Mr. David K. Zonker was appointed a director of the Company on December 20,
1994. Mr. Zonker has been the President of Jones International Securities, Ltd.,
a subsidiary of Jones International, Ltd. since January 1984 and he has been its
Chief Executive Officer since January 1988. From October 1980 until joining
Jones International Securities, Ltd. in January 1984, Mr. Zonker was employed by
the Company. Mr. Zonker is a member of the Board of Directors of various
affiliates of the Company, including Jones International Securities, Ltd. Mr.
Zonker is licensed by the National Association of Securities Dealers, Inc. and
he is a past chairman of the Investment Program Association, a trade
organization based in Washington, D.C. that promotes direct investments. He is a
member of the Board of Trustees of Graceland College, Lamoni, Iowa; the
International Association of Financial Planners and the American and Colorado
Institutes of Certified Public Accountants. He is 41 years old.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ABOVE NOMINEES.
During the fiscal year ended May 31, 1994, the Board of Directors of the
Company met ten times. The Board of Directors of the Company took all other
action by unanimous written consent, in accordance with the provisions of the
Colorado Corporation Code.
Messrs. Jones, Burney and O'Brien are the current members of the Executive
Committee of the Board of Directors, which was established in April 1985. Mr.
O'Brien was appointed to the Executive Committee in August 1993, and Mr. Burney
was appointed to the Executive Committee in January 1995. The Executive
Committee of the Board took all action during fiscal year ended May 31, 1994 by
unanimous written consent. Donald L. Jacobs, Daniel E. Somers, and Robert B.
Zoellick are the current members of the Audit Committee of the Board of
Directors, which was established in March 1982. The Audit Committee formally met
once during fiscal year ended May 31, 1994. Derek H. Burney and Daniel E. Somers
are the current members of the Executive Officer Option Committee which was
established in 1993. The Executive Officer Option Committee took all action
during fiscal year ended May 31, 1994 by unanimous written consent. In January
1995, a Compensation Committee of the Board of Directors was established; the
current members of the Compensation Committee are Glenn R. Jones, Donald L.
Jacobs and Philip R. Ladouceur.
8
<PAGE> 11
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth certain information relating to the
compensation during the past three fiscal years of those persons who were at May
31, 1994, the Chief Executive Officer and the other four most highly compensated
executive officers of the Company.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
NAME AND FISCAL --------------------- ------------ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ---------------------------------------------------- ------ -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Glenn R. Jones...................................... 1994 $530,420 $630,000 418,708(1) $136,226(3)
Chairman of the Board 1993 684,651 600,000 230,000(1)(2) 13,540(3)
and Chief Executive 1992 520,020 300,000 0 480(3)
Officer
James B. O'Brien.................................... 1994 $196,568 $ 52,500 12,307(1) $ 19,404(3)
President 1993 196,568 85,000 6,300(1) 5,740(3)
1992 189,000 72,000 0 480(3)
Kevin P. Coyle...................................... 1994 $168,559 $ 45,000 5,008(1) $ 12,814(3)
Group Vice President of 1993 157,530 40,000 0 6,618(3)
Finance 1992 150,027 40,000 0 480(3)
Christopher J. Bowick............................... 1994 $153,458 $ 45,000 5,317(1) $ 11,907(3)
Group Vice President/ 1993 139,507 41,850 -0- -0-(3)
Technology 1992(4) 88,013 43,439 -0- -0-(3)
Elizabeth M. Steele................................. 1994 $187,207 $ 30,000 0 $ 16,080(3)
Vice President, General 1993 187,207 36,000 0 5,480(3)
Counsel and Secretary 1992 200,008 20,000 0 433(3)
Carl E. Vogel(5).................................... 1994 $135,686 $ 85,000 -0- $ 17,821(3)
1993 141,965 50,000 37,500(1) 5,470(3)
1992 136,506 65,000 -0- 480(3)
</TABLE>
- ---------------
(1) Represents the number of shares of the Company's Class A Common Stock
underlying the options granted.
(2) Represents 200,000 shares of the Company's Common Stock and 30,000 shares of
the Company's Class A Common Stock underlying the options granted.
(3) The Company's employees are entitled to participate in a 401(k) profit
sharing plan. As of January 1993, certain senior employees of the Company
are eligible to participate in a deferred compensation plan, as an
alternative to participation in the 401(k) profit sharing plan. The amounts
shown in the column reflect the Company's contributions pursuant to these
plans for the benefit of the named person's account.
(4) Mr. Bowick joined the Company as Group Vice President/Technology in
September 1991.
(5) Mr. Vogel resigned as an executive officer of the Company on April 2, 1994.
9
<PAGE> 12
The following table sets forth information with respect to grants of stock
options during fiscal 1994 for the Executive Officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS AT ASSUMED ANNUAL RATES
GRANTED OF STOCK PRICE APPRECIATION
TO ALL EXERCISE FOR OPTION TERM(2)
OPTIONS EMPLOYEES PRICE EXPIRATION ------------------------------------
NAME GRANTED(1) IN FISCAL YEAR ($/SHARE) DATE 0% ANNUAL 5% ANNUAL 10% ANNUAL
- ------------------------- ---------- -------------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Glenn R. Jones........... 300,000 50% $ 12.65 6/30/98 $ -0- $853,171 $2,106,260
118,708 20% $ 13.81 11/9/2003 497,387 1,841,173 3,902,806
James B. O'Brien......... 12,307 2% $ 13.81 11/9/2003 $ 51,566 $190,883 $ 404,622
Kevin P. Coyle........... 5,008 1% $ 13.81 11/9/2003 $ 20,984 $ 77,675 $ 164,650
Christopher J. Bowick.... 5,317 1% $ 13.81 11/9/2003 $ 22,278 $ 82,467 $ 174,809
</TABLE>
- ---------------
(1) Represents the number of shares of the Company's Class A Common Stock
underlying the options granted.
(2) The dollar amounts shown under these columns are the result of calculations
at 0%, 5% and 10% compound growth rates set by the Securities and Exchange
Commission, and therefore are not intended to forecast possible future
appreciation of the Company's stock price. In all cases, the appreciation is
calculated from the award date to the end of the option term.
The following table sets forth information with respect to stock option
exercises during fiscal year 1994 by the Executive Officers named in the Summary
Compensation Table, including the aggregate value of gains on the date of
exercise. Also shown are the (i) number of shares covered by both exercisable
and unexercisable stock options as of May 31, 1994, and (ii) values for
in-the-money options which represent the spread between the exercise price of
such stock options and the price of the Company's Class A Common Stock as of May
31, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL
AT FISCAL YEAR END YEAR END
MAY 31, 1994 MAY 31, 1994
SHARES ------------------- -----------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- --------------------------------------- ----------- -------- ------------------- -----------------
<S> <C> <C> <C> <C>
Carl E. Vogel.......................... 37,500 $309,375 None/None None/None
</TABLE>
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Policies. During fiscal year 1994, there was no separate Compensation
Committee of the Board of Directors of Jones Intercable, Inc. Certain stock
option awards were determined during fiscal year 1994 by a Committee of the
Board consisting of Messrs. Howard Thrall and George Feltovich, both
non-employee directors. Historically, the policies of the entire Board with
respect to executive compensation have been based on the need to attract and
retain key executives and to compensate them according to (i) their performance,
(ii) the Company's overall performance, and (iii) executive compensation offered
by others in the industry. These policies applied to all executives, not only
those whose compensation appears in the Summary Compensation Table. In 1993, a
compensation advisory committee comprised of then Company directors Patrick J.
Lombardi, James B. O'Brien and Raymond L. Vigil provided oversight review of all
compensation plans, and in accordance with those plans provided recommendations
to Mr. Jones on certain executive
10
<PAGE> 13
compensation matters and established a new bonus plan, as described below. In
January 1995, the Board of Directors established a Compensation Committee; the
current members are Glenn R. Jones, Donald L. Jacobs and Philip R. Ladouceur. It
is expected that this Committee, with advice from other members of the Board of
Directors and other Company management, will be responsible for executive
compensation policies and decisions in the future.
An executive's compensation consists of an annual salary and eligibility
for annual bonuses and long-term incentives. The Board of Directors does not
pass on each individual item of an executive's compensation. Mr. Jones, the
Company's Chief Executive Officer, upon consultation with the compensation
advisory committee, has been principally responsible for these determinations,
both as to cash and incentive amounts. During the past fiscal year, while
executive salaries remained relatively unchanged, there was announced an intent
to change the direction of executive compensation from a fixed base pay basis to
one which places more emphasis on "at risk", variable pay. This was first
implemented for senior executives by having no regular merit increases to salary
made at the beginning of the fiscal year. Instead, the consideration of all
awards was shifted to year-end, in connection with the "at risk" bonus
determinations, which are directly related to annual performance.
Salaries. Base salaries for executives are primarily market based and
determined according to level of responsibility, scope and impact of decision
making. The Company utilizes annual executive compensation salary surveys
prepared by nationally recognized compensation consulting firms. The Company
utilizes salary surveys which pertain to the telecommunications and cable
industries, and in general seeks to set executive salary levels at approximately
the mid-range of the survey data.
Bonuses. The Board believes that the key to compensation is current
performance of its executives, which largely is recognized through bonus awards.
It is through the bonus program that both individual and corporate performance
is recognized on a year to year basis. In awarding certain bonuses in December
1993, a defined bonus plan based on meeting specific budgeted revenue, cash flow
and other business objectives was established for all but the most senior
executives in the Company, i.e. those persons who reported directly to Mr.
Jones. Due to the significant impact of the federally-mandated basic cable rate
reduction on the performance of the Company's business during the past fiscal
year, more emphasis was placed on certain aspects of the Company's operations
and extraordinary effort was expended to achieve financial objectives, resulting
in revenues and cash flow exceeding budget by 5%. This achievement was reflected
in the bonus plan awards for fiscal 1994. For the senior executives who report
directly to Mr. Jones, no such formula or specific factor allocation was used,
and their awards reflect a subjective evaluation of performance. While overall
corporate performance is given recognition, it is the specific performance of
the individual during the fiscal year that is given the greatest weight.
Finally, through studies available to the Company, the Board is aware of what
levels of compensation exist for comparably sized (as well as larger and
smaller) companies in its industry and appropriate attention is paid to such
compensation, as well, although individual performance remains the determinant.
Long-Term Incentives. Long-term incentives for eligible Company executives
and key associates consist primarily of non-qualified employee stock options
which usually vest over a term of five years or more and participation in a
deferred compensation plan or a 401(k) plan. The stock option plan is intended
to promote the long term success of the Company by providing eligible key
executives an opportunity to acquire a proprietary interest in the Company. The
goal of the stock option plan is to focus performance on the attainment of
long-term strategic objectives and align executive financial interests with
those of the shareholders of the Company. In 1993, as an alternative to the
Company's 401(k) Plan, the Company adopted a non-qualified deferred compensation
plan that permits a greater contribution by executives and therefore greater
matching amounts from the Company. The competitive need to provide a realistic
equity incentive for executives and to attract and retain key executives in a
competitive environment was considered by the Board in establishing an annual
long-term incentive stock option plan in 1992 for executives and certain key
associates. During the past fiscal year, the compensation advisory committee
brought a new formula-based approach to option awards, with the help of a
consulting firm. Consultants from Towers Perrin and Wyatt provided industry
comparisons and expert advice on competitive long-term incentive plan design.
11
<PAGE> 14
Stock Option Awards During Fiscal 1994. During the last fiscal year, awards
of ten-year stock options covering a total of 310,928 shares of stock were made
to executives and key associates on November 9, 1993 (18,921 shares of stock
originally awarded have since terminated due to resignations from the Company).
In all instances, the stock options for 37 executives, including the Chief
Executive Officer, were awarded on a formula of stock option grant multiples
(based on surveys of competitive industry long-term incentive plans and ranged
from 40% to 98% of total compensation), with the same exercise price of $13.81,
and the same vesting schedule of twenty-five percent per year and the same term
of ten years. Additionally, 71 key non-executive associates received options
covering 500 to 2,000 shares of stock per associate on the same terms described
above. No other significant option awards were made during the fiscal year.
Compensation of the Chief Executive Officer. The compensation of Mr. Jones
as Chief Executive Officer of the Company is, and has been, directly related to
the Company's overall performance and his specific annual contributions to that
performance. In particular, his bonus and stock option award reflect both the
Company's performance in fiscal 1994 and, more specifically, his contribution to
direction of the Company during another critical period in the industry. In
fiscal 1994, the impact of the re-regulation of the cable television industry
began to be felt, requiring a major effort to deal with this issue and to react
to it by developing new or augmented revenue measures. His fiscal year 1994
compensation also took into account the overall growth of the Company in terms
of subscribers of six percent, subscriber revenues, advertising revenues and
fees from managed limited partnerships, as well as the successful amalgamation
of the Company's United Kingdom properties into Bell Cablemedia plc, which
closed after the end of the fiscal year. In addition, his compensation reflected
the direction and guidance he gave toward attracting Bell Canada International
Inc. as a strategic partner and the expansion of the Company's asset base
through the proposed acquisition of substantially all of the assets of Jones
Spacelink, Ltd. ("Spacelink"), two of the largest and most dramatic transactions
in the Company's history.
Pursuant to an Employment Agreement entered into between the Company and
Mr. Jones in December 1994, in connection with the acquisition by Bell Canada
International Inc. of a 30% equity interest in the Company, Mr. Jones will be
paid an annual base salary of $2.5 million in fiscal year 1995 (which
approximates his fiscal year 1994 combined compensation from the Company and
Spacelink), with an annual cost of living index based adjustment applied to such
amount over the eight-year term of the agreement. In addition, Mr. Jones will
continue to be eligible to participate in Company bonus, stock option and other
employee plans at a level generally commensurate with his previous
participation.
SUBMITTED BY THE BOARD OF DIRECTORS OF JONES INTERCABLE, INC.:
<TABLE>
<S> <C> <C>
Glenn R. Jones Derek H. Burney James J. Krejci
Christine Jones Marocco James B. O'Brien Daniel E. Somers
Raymond L. Vigil Robert S. Zinn David K. Zonker
</TABLE>
Notwithstanding anything to the contrary contained in any document filed by
the Company with the Securities and Exchange Commission ("SEC"), or elsewhere,
the foregoing report shall not be deemed to be incorporated by reference by any
general statement incorporating this proxy statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this report by reference therein,
and shall not be deemed soliciting material or otherwise be deemed filed under
either of such Acts.
12
<PAGE> 15
PERFORMANCE GRAPH
TOTAL RETURN TO SHAREHOLDER
PREPARED FOR
JONES INTERCABLE, INC
<TABLE>
<CAPTION>
JONES INTER-
MEASUREMENT PERIOD CABLE INC - S&P 500
(FISCAL YEAR COVERED) CL A INDEX PEER GROUP
<S> <C> <C> <C>
5/1989 100 100 100
5/1990 57.55 116.61 68.03
5/1991 64.75 130.36 72.23
5/1992 58.99 143.21 76.72
5/1993 84.89 159.84 83.85
5/1994 76.26 166.64 92.29
</TABLE>
Peer Group Population
Adelphia Commun -- CL A
Cablevision Systems -- CL A
Century Commun -- CL A
Comcast Cablevision-Phila (Company drops out of peer group at
the 5/94 return)
(March is the last available price)
TCA Cable TV Inc
- ---------------
* The peer group return represents a weighted average return. Market
capitalization is used to weight the return at the beginning of each
respective period.
This total shareholders return model assumes reinvested dividends. Prepared by
Standard & Poor's Compustat, a Division of McGraw-Hill Inc. on January 16, 1995
Notwithstanding anything to the contrary contained in any document filed by
the Company with the Securities and Exchange Commission ("SEC"), or elsewhere,
this performance graph shall not be deemed to be incorporated by reference by
any general statement incorporating this proxy statement into any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent the Company specifically incorporates this performance graph by reference
therein, and shall not be deemed soliciting material or otherwise be deemed
filed under either of such Acts.
COMPENSATION OF DIRECTORS
Directors of the Company who are not full-time employees of the Company or
any of its affiliates receive $5,000 per fiscal quarter for their services as
Directors, with an additional $1,250 to be paid to each outside Director for
each regularly scheduled quarterly meeting of the Board of Directors attended in
person by such
13
<PAGE> 16
outside Director. No additional compensation for director service is paid to
Directors who are full-time employees of the Company or any of its affiliates.
During fiscal 1994, Messrs. George Feltovich and Howard Thrall were paid
directors' fees of $25,000 and $23,750, respectively. In December 1993, Messrs.
Feltovich and Thrall, independent directors of the Company, were appointed by
the Board of Directors to constitute a special committee regarding the proposed
acquisition by the Company of substantially all of the assets of Spacelink and
the proposed acquisition by Bell Canada International Inc. of shares of the
Company's Class A Common Stock. Each of Messrs. Feltovich and Thrall were
compensated $40,000 for their services on the special committee through February
28, 1994. Commencing March 1, 1994, through the period of discharge of the
special committee in December 1994, Messrs. Thrall and Feltovich were each
compensated at the rate of $175.00 per hour of work performed on behalf of the
special committee. Mr. Thrall was paid an additional $46,375 for such work, and
Mr. Feltovich was paid an additional $52,500 for such work. Messrs. Feltovich
and Thrall resigned in December 1994.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 1994, the Company had no compensation committee or other
board committee performing equivalent functions. During fiscal year 1994, Glenn
R. Jones, with the assistance of Mr. Vigil, a director of the Company, and Mr.
Lombardi, a director of the Company during fiscal 1994, and the heads of various
departments, with respect to each of their departments, participated in
recommendations and deliberations concerning executive compensation. Glenn R.
Jones, James B. O'Brien, Ruth E. Warren, Timothy J. Burke and Elizabeth M.
Steele, executive officers of the Company, serve as directors of certain of the
Company's affiliates. As individuals, these executive officers had no
transactions with the Company during the fiscal year 1994. The various
transactions between the Company and its affiliates are described in Certain
Transactions below.
CERTAIN TRANSACTIONS
Set forth below is a description of the Company's transactions with Jones
International, Ltd., certain of its subsidiaries and certain affiliates of the
Company during the fiscal year ended May 31, 1994. While the Company believes
that these transactions generally are as favorable as could have been obtained
from unaffiliated third parties, in most instances no third party bids or
appraisals were obtained and certain of the transactions are by their nature
unique to the companies involved. Accordingly, no assurance is given to such
effect. In some instances the amounts of transactions have been rounded to the
nearest thousand. Certain of the transactions described below are expected to
continue during the current fiscal year.
JONES INTERNATIONAL, LTD.
Jones International, Ltd. and certain of its subsidiaries provide various
services to all companies affiliated with International, including the Company
and its managed limited partnerships, including information and data processing
services, office space, programming services and services associated with the
marketing of limited partnership interests as described below. The corresponding
costs of these services are charged to the Company, and the Company reimburses
Jones International, Ltd. accordingly. In some cases, a portion of certain of
these expenses are reallocated to the limited partnerships managed by the
Company pursuant to the terms of the limited partnership agreements of such
limited partnerships.
From time to time during the fiscal year ended May 31, 1994, the Company
carried accounts receivable from Jones International, Ltd. affiliates, including
an advance of $2,000,000. Interest on such receivables is charged at the
Company's average cost of borrowing plus two percent. Interest charged
International for the year ended May 31, 1994, was $298,200. The $2,000,000
advance and interest were paid in January 1995.
Also, certain operating, general and administrative expenses (principally
salaries, which are allocated based on actual time spent by Jones International,
Ltd. employees with respect to the Company) incurred by Jones International,
Ltd. and its various subsidiaries are allocated to the Company. During fiscal
year ended May 31, 1994, Jones International, Ltd. allocated to the Company
$64,171 of such expenses.
14
<PAGE> 17
JONES INFOMERCIAL NETWORKS, INC.
Jones Infomercial Networks, Inc. ("Jones Infomercial") is a 24-hour a day
infomercial network, distributing program length advertising. This network is
carried on certain Company owned and managed cable television systems. The
Company pays no license fees to Jones Infomercial for such programming. The
Company and its managed partnerships, respectively, do receive one-third of all
revenues from sales of network-advertised products made to customers in
franchise areas served by Company owned and managed partnership systems where
the infomercial network is distributed. Jones Infomercial uses the uplink
facility owned by Jones Earth Segment, Inc., an affiliate, for uplinking its
advertising to the Space Segment transponder. During fiscal year ended May 31,
1994, the Company and its managed partnerships received revenues from Jones
Infomercial of $17,700 and $91,900, respectively.
JONES INTERACTIVE, INC.
Jones Interactive, Inc. (formerly Jones Information Management, Inc.)
provides information management and data processing services for all companies
affiliated with International, including the Company. Charges to the various
companies generally are based on usage of computer time by each entity. Fees
paid by the Company and its affiliated partnerships to Jones Interactive for the
fiscal year ended May 31, 1994 totaled approximately $4,687,000, of which
$1,219,000 and $3,468,000 were paid by the Company and its managed partnerships,
respectively. Effective as of December 1994, the Company and other affiliates of
International, entered into written agreements with Jones Interactive, pursuant
to which they will pay for services from Jones Interactive on the basis of cost
plus 10%. It is expected that this will approximate the same relative
compensation to Jones Interactive as has been paid historically.
JONES INTERNATIONAL SECURITIES, LTD.
Jones International Securities, Ltd. served, during fiscal 1994, as
dealer-manager of an offering by Jones United Kingdom Fund, Ltd., the general
partner of which was owned 38% by the Company and the remainder by
International. The dealer-manager received commissions from unaffiliated limited
partner investors totaling $3,237,100 during fiscal year ended May 31, 1994 (10%
of the capital contributed by the limited partners), of which $3,013,190 (9% of
the capital contributed by the limited partners) was paid to unaffiliated
broker-dealers that sold limited partnership interests in this offering.
JONES PROPERTIES, INC.
The Company is a party to a lease with Jones Properties, Inc. under which
the Company has leased a 101,500 square foot office building in Englewood,
Colorado in which the Company's corporate offices are located. The lease, which
commenced in 1985, has a 15-year term with three 5-year renewal options. The
annual rent is currently $24.00 per square foot, plus operating expenses and
will not, by the terms of the lease, exceed such amount during the remainder of
the 15-year term. The Company has subleased approximately 26% of the building to
International and certain other affiliates on the same terms and conditions as
the above-mentioned lease. Payment to Jones Properties, Inc. by the Company and
its managed partnerships, net of subleasing revenues, for the year ended May 31,
1994 was approximately $1,753,000, of which $455,780 was paid by the Company.
JONES SPACE SEGMENT, INC.
In fiscal 1993, the Company entered into a license agreement with Jones
Space Segment, Inc. ("Space Segment") to use a non-preemptible transponder on a
domestic communications satellite that Space Segment currently leases. Under
this agreement the Company agreed to pay $2,400,000 per year. In December 1993,
the Company terminated the original license agreement and entered into a new
license agreement with Space Segment. Under the new license agreement, which
expired December 31, 1994, the Company, Jones Infomercial Networks, Inc. ("PIN")
and Jones Computer Network, Ltd. ("JCN"), both of which are affiliates of
International, had a license to use the transponder for their respective
purposes. Under the new agreement, the Company agreed to pay Space Segment
$200,000 per month from January 1994 through
15
<PAGE> 18
March 1994; the Company and PIN each agreed to pay $100,000 per month beginning
April 1994 and until the launch of JCN, in September 1994; and thereafter the
Company, PIN and JCN would each pay $66,667 per month. For the seven months
ended December 31, 1993, the Company paid $1,500,000 under the original
agreement, and for the five months ended May 31, 1994, the Company paid $800,000
under the new agreement.
MIND EXTENSION UNIVERSITY, INC.
Cable television systems owned by the Company and its managed partnerships
receive educational video programming from Mind Extension University, Inc.
("ME/U"), which is controlled by International for a fee based upon the number
of subscribers receiving the programming. Payments to ME/U with respect to
programming provided to cable television systems owned by the Company and its
managed partnerships totaled approximately $484,100 in fiscal 1994, of which
$103,400 was paid by the Company.
During fiscal 1992 and 1993, the Company invested $10,000,000 in ME/U for
25% of the Class A Common Stock of ME/U, and also agreed to provide to ME/U
certain advertising avails and administrative and marketing considerations. The
number of shares of Class A Common Stock of ME/U issued to the Company was based
on the average of two separate independent appraisals of ME/U. In 1993 the
Company also made advances totaling $15,000,000 to MEU. Of these advances,
one-half will be converted into shares of Class A Common Stock of ME/U at a
price equal to the value of such shares as established by the next equity
investment in ME/U by an unaffiliated party. Any amount not converted into
equity will earn interest at the Company's weighted average cost of borrowing
plus two percent. In 1994, the Company made an additional $5,000,000 advance to
ME/U; interest is charged at the Company's weighted average cost of borrowing
plus two percent. Interest charged to ME/U for the year ended May 31, 1994, was
$920,000. Interest on all advances to ME/U has been paid through November 30,
1994. At November 30, 1994, the Company's aggregate investment in ME/U totaled
$30,000,000.
---------------------
In addition to transacting business with International and its
subsidiaries, the Company, and its managed limited partnerships have engaged in
transactions with other affiliates of the Company. Set forth below is a
description of such transactions during the fiscal year ended May 31, 1994.
Certain of the transactions described below are expected to continue during the
Company's current fiscal year.
JONES FINANCIAL GROUP, LTD.
Jones Financial Group, Ltd. ("Jones Financial Group") performs services for
the Company and certain of its affiliates as its agent in connection with
acquisitions and sales of cable systems, joint venture and other financing
arrangements. The Company has entered into a Financial Services Agreement with
Jones Financial Group to render financial advisory and related services to the
Company for a fee equal to 90% of the fees that would be charged to the Company
by unaffiliated third parties for the same or comparable purposes. The Company
will pay Jones Financial Group an annual $1,000,000 retainer as an advance
against payments due pursuant to this agreement and will reimburse Jones
Financial Group for its reasonable out-of-pocket expenses. The term of the
Financial Services Agreement is for eight years. Jones Financial Group and BCI
have entered into a separate agreement pursuant to which BCI is entitled to
receive one-half of the net fees earned (gross fees less reasonable and
customary operating expenses) by Jones Financial Group under the Financial
Services Agreement.
During the fiscal year ended May 31, 1994, the Company paid Jones Financial
Group $500,000 of the $1,000,000 annual retainer. The remaining $500,000 was
paid in fiscal 1995. Any amounts due to Jones Financial Group by the Company are
applied against the retainer. The Company paid Jones Financial Group an advisory
fee of L414,854 (approximately $632,600) in fiscal 1995 for its services to the
Company in connection with the Company's transfer of all of its interests in its
cable/telephony properties in the United Kingdom to Bell Cablemedia. In
connection with the closing of the purchase by BCI of a 30% equity interest in
the Company, the Company agreed to pay Jones Financial Group a fee of
$2,000,000, which was paid in December 1994. In addition, the Company paid BCI
$600,000 to cover expenses incurred by BCI in connection with the acquisition by
BCI of its 30% equity interest in the Company.
16
<PAGE> 19
THE JONES GROUP, LTD.
The Jones Group, Ltd. ("Jones Group") performs brokerage services for the
Company and its managed partnerships and collects fees for these services in
connection with acquisitions from and sales to unaffiliated parties of cable
television properties. Jones Group was owned by Jones Spacelink, Ltd. (80%) and
the Company (20%), but as of December 20, 1994, is 100% owned by the Company.
Brokerage fees paid to Jones Group by the Company and its managed partnerships
during the fiscal year ended May 31, 1994 totaled $680,000, all of which was
paid by the Company.
SUPERAUDIO
Cable television systems owned by the Company and its managed partnerships
receive stereo audio programming from Superaudio, a joint venture owned 50% by a
subsidiary of Jones Galactic Radio, Inc. (which is now controlled by the
Company) and 50% by an unrelated party, for a fee based upon the number of
subscribers receiving the programming. Payments to Superaudio with respect to
programming provided to the cable television systems owned by the Company and
its managed partnerships totaled approximately $636,700 in fiscal 1994, of which
approximately $151,800 was paid by the Company.
JONES GLOBAL GROUP, INC.
Jones Global Group, Inc. is a corporation owned 38% by the Company and 62%
by International ("Global Group"). Global Group and the Company owned interests
in cable/telephony properties in the United Kingdom. In July 1994, the Company
and Global Group transferred all of their interests in their cable/telephony
properties in the United Kingdom to Bell Cablemedia plc, a public limited
company incorporated under the laws of England and Wales ("Bell Cablemedia") in
exchange for American Depositary Shares ("ADSs") representing Ordinary Shares of
Bell Cablemedia. The Company and Global Group, respectively, paid advisory fees
of L414,854 (approximately $632,600) and L251,812 (approximately $384,000) to
Jones Financial Group, for its services to the Company and Global Group in
connection with the aforementioned transactions. The allocation of these
advisory fees was based on the ratio of ADSs of Bell Cablemedia received by the
Company and Global Group. As a result of these transactions, the Company and
Global Group no longer own any direct interest in cable/telephony properties in
the United Kingdom. The Company and Global Group do, however, own indirect
interests in cable/telephony properties in the United Kingdom through their
respective investments in Bell Cablemedia. The Company directly and indirectly
owns approximately 11.6% of Bell Cablemedia through its direct ownership of
6,225,796 ADSs and its indirect ownership of 974,162 ADSs, representing 38% of
the 2,563,584 ADSs owned by Global Group. Messrs. Glenn R. Jones, a director and
Chief Executive Officer of the Company and Global Group, and Patrick J.
Lombardi, a director and officer of Global Group, have become members of the
board of directors of Bell Cablemedia.
JONES SPANISH HOLDINGS, INC.
Jones Spanish Holdings, Inc. ("Spanish Holdings"), is owned 38% by the
Company and 62% by International, and has explored cable television system
acquisition, development and operation opportunities in Spain. In October 1994,
Spanish Holdings and Jones International Spanish Investments, Inc. transferred
all of their interests in their cable/telephony properties in Spain to Bell
Cablemedia in exchange for a total of 190,148 ADSs representing 950,740 Ordinary
Shares of Bell Cablemedia. Such shares subsequently were transferred to the
Company in repayment of advances made to finance the Spanish operations. As a
result of this transaction, the Company and its affiliates no longer own any
direct interest in cable/telephony properties in Spain.
---------------------
In addition to the foregoing described transactions, the Company has
engaged in certain transactions in connection with the acquisition by Bell
Canada International Inc. ("BCI") of shares of the Company's Class A Common
Stock. Set forth below is a description of these transactions.
17
<PAGE> 20
On December 20, 1994, contemporaneous with the closing of the acquisition
by BCI of shares of the Company's Class A Common Stock,
1. International and Mr. Glenn R. Jones and certain affiliates of
International (collectively, the "Grantors") entered into option agreements
providing for the grant of options to Morgan Guaranty Trust Company of New York,
acting as agent for BCI, to purchase all of the shares of the Company's Common
Stock held, directly or indirectly, by International, Mr. Jones and the
affiliates of International in consideration for the payment by BCI to the
Grantors of an option deposit of $19.00 for each share of the Company's Common
Stock owned by Grantors on the date of the execution of the option agreements.
This option deposit payment resulted in the Grantors receiving approximately
$54,684,869 from BCI.
2. The Company entered into an Employment Agreement with Mr. Glenn R. Jones
(the "Employment Agreement") pursuant to which the Company agreed to employ Mr.
Jones as Chief Executive Officer of the Company for a period of up to eight
years. Under the terms of the Employment Agreement, Mr. Jones is to receive a
base compensation of $2,500,000 in fiscal year 1995 (which approximates his
fiscal year 1994 combined compensation from the Company and Jones Spacelink,
Ltd.), with an annual cost of living index based adjustment. In addition, Mr.
Jones is entitled to participate in the Company's bonus, stock option and other
employee plans at a level generally commensurate with his previous
participation. No other employee of the Company has an employment agreement with
the Company.
3. BCI, International, Glenn R. Jones and the Company entered into certain
arrangements concerning the operation and governance of the Company and other
related matters pursuant to a Shareholders Agreement ("Shareholders Agreement").
Certain provisions of the Shareholders Agreement grant to Mr. Jones,
International and their affiliates the right to use a number of channels on
cable television systems now or hereafter owned or controlled by the Company for
distribution of their programming networks for a period of 15 years after
closing; BCI was also granted a similar right for a fewer number of channels.
International was granted certain non-exclusive rights to provide the Company
with goods and services on competitive terms which will, at the Company's
discretion, be pursuant to competitive bidding or other processes. BCI was
granted identical rights pursuant to a Supply and Services Agreement among the
Company and BCI.
PROPOSAL 2. TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
OF CLASS A COMMON STOCK
The Board of Directors has adopted a resolution setting forth a proposal to
amend the Company's Articles of Incorporation to increase the number of
authorized shares of Class A Common Stock from 30,000,000 shares to 60,000,000
shares and directing that it be submitted to a vote at the Annual Meeting of
Shareholders.
The resolution, as adopted by the Board of Directors, is as follows:
"RESOLVED, that the Board of Directors of the Corporation recommends
that the first sentence of the Fifth Article shall be amended by striking
out and eliminating the sentence in its entirety, and substituting in its
stead the following:
"The number of shares which this Corporation shall have authority
to issue shall be an aggregate of 65,550,000 shares, which shall be
divided into two classes: 5,550,000 shares of Common Stock, each share
having a par value of $.01, and 60,000,000 shares of Class A Common
Stock, each share having a par value of $.01."
FURTHER RESOLVED, that the foregoing proposal be submitted to the
shareholders of the Corporation at the Annual Meeting of Shareholders."
On December 20, 1994, the Company acquired substantially all of the assets
of Jones Spacelink, Ltd., an affiliate, in exchange for the issuance by the
Company of 3,900,000 shares of the Company's Class A Common
18
<PAGE> 21
Stock. Also on December 20, 1994, the Company sold to BCI, pursuant to a Stock
Purchase Agreement 7,414,300 shares of the Company's Class A Common Stock which,
together with shares previously acquired by BCI, resulted in BCI acquiring a 30%
equity interest in the Company. At the same time, BCI agreed to invest up to an
additional $141,106,750 for shares of the Company's Class A Common Stock to
maintain its 30% equity interest in the event the Company makes future equity
offerings. BCI, International, Mr. Jones and the Company also entered into the
Shareholders Agreement pursuant to which the Company granted to BCI the right to
purchase its ownership percentage of securities which the Company may sell or
otherwise issue from time to time (other than shares of Class A Common Stock
issued pursuant to any convertible debt or debentures). A material reason for
the Company entering into the BCI Agreement was to provide a significant
infusion of equity capital into the Company to implement the Company's plans of
continued growth through the acquisition of cable television systems and to
increase the Company's ability to access the public equity and debt markets.
Other than the potential future issuances of the Company's Class A Common
Stock pursuant to the agreements described in the foregoing paragraph and the
approximately 1,200,000 shares of the Company's Class A Common Stock that are
subject to options granted by the Company, and the 1,282,649 shares of the
Company's Class A Common Stock that may be subject to conversion under senior
debt securities of the Company, the Company has not entered into any commitments
or agreements to issue additional shares of Class A Common Stock. However, the
Board of Directors unanimously believes that additional shares are necessary for
the Company to realize the full benefits of the BCI Agreement and to enable the
Company to promptly and appropriately respond to business opportunities, such as
opportunities to raise additional equity capital or to finance acquisitions with
Class A Common Stock, and to take corporate action on, for example, stock
dividends, stock splits and employee benefit plans. Given the number of shares
of Class A Common Stock currently available for issuance, which is approximately
1,400,000 shares, the Company will not be able to effect certain of these
transactions without increasing the authorized number of shares of Class A
Common Stock. The cost, prior notice requirements and delay involved in
obtaining shareholder approval at the time that corporate action may become
desirable could eliminate the opportunity to effect the action or reduce the
expected benefits.
The additional authorized shares of Class A Common Stock, as is the case
with the presently authorized shares of Class A Common Stock will not be subject
to preemptive rights except for certain rights granted by the Company to BCI as
described above, and, as a result thereof, the shareholders of the Company,
except BCI, will not necessarily be able to obtain additional shares of Class A
Common Stock upon the same terms as those which the Company may offer to others.
Subject to BCI's right to consent to certain issuances of the Company's capital
stock, as provided in the Shareholders Agreement, the additional shares may be
issued by the Board of Directors without further authorization by the
shareholders except in the case of certain mergers, consolidations or other
transactions involving stock issuances that require shareholder approval under
Colorado law. It is possible that under certain circumstances the issuance of
all or some of such shares may result in dilution of shareholders' voting rights
and per share equity in the earnings and assets of the Company. Shareholders
should consider that the possible impact on dividends is likely to be minimal in
view of the fact that the Company has never paid cash dividends and does not
intend to pay dividends in the foreseeable future. The Company intends to retain
earnings for use in financing its future growth.
The authorization of additional shares is not intended to serve as an
anti-takeover measure. However, such authorization could have such an effect if
the Board of Directors should choose to place authorized but unissued shares in
the control of a person or persons friendly to the Board.
As of March 1, 1995, 1,388,678 shares of Class A Common Stock were
authorized but unissued and not reserved for issuance.
The amendment to the Company's Articles of Incorporation requires the
affirmative vote of the holders of two-thirds of the shares of the Class A
Common Stock, two-thirds of the shares of the Common Stock and two-thirds of the
total shares entitled to vote thereon. Shareholders shall be entitled to one
vote for each share of Class A Common Stock and one vote for each share of
Common Stock held. Mr. Glenn R. Jones and Bell Canada International Inc.,
beneficially own, respectively, 10% and 38% of the shares of the Company's
19
<PAGE> 22
Class A Common Stock, and Mr. Jones beneficially owns 56% of the Company's
Common Stock. Mr. Jones and Bell Canada International Inc. have indicated that
such shares will be voted in favor of this proposal. In the absence of
instructions to the contrary, the proxies designated by the Board of Directors
on the form of proxy enclosed will vote the shares represented by them in favor
of Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
PROPOSAL 3. PROPOSAL TO RATIFY SELECTION OF AUDITORS
The Board of Directors of the Company has approved the selection of the
firm of Arthur Andersen & Co., certified public accountants, 717 Seventeenth
Street, Denver, Colorado, to serve as the independent auditors for the Company
for the fiscal year ending May 31, 1995. The firm of Arthur Andersen & Co.
served as the Company's independent accountants and examined the Company's
financial statements for the fiscal year ended May 31, 1994.
The Company has been informed by Arthur Andersen & Co. that neither that
firm nor any of its partners has any financial interest, direct or indirect, in
the Company, and that neither that firm nor any of its partners has had any
connection with the Company in the capacity of promoter, or underwriter, voting
trustee, directors, officer or employee.
A representative of Arthur Andersen & Co. is expected to be present at the
Annual Meeting and will be given an opportunity to make a statement if he or she
so desires, and will be available to respond to appropriate questions from
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
ANNUAL REPORT AND FINANCIAL INFORMATION
Each shareholder of record as of the Record Date has been mailed a copy of
the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1994,
together with copies of the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended August 31, 1994, November 30, 1994 and February 28, 1995.
The Company will furnish without charge a copy of the Company's Annual
Report on Form 10-K (without exhibits) filed with the United States Securities
and Exchange Commission, including the financial statements and financial
statement schedules, to any person requesting a copy in writing and stating that
he was the beneficial owner of shares of Class A Common Stock or Common Stock of
the Company on the Record Date. Requests and inquiries should be addressed to
Ms. Kelly Swindell
Jones Intercable, Inc.
9697 East Mineral Avenue
P.O. Box 3309
Englewood, Colorado 80155-3309
Neither the Company's Annual Report to Shareholders nor the Form 10-K
Report is to be regarded as proxy soliciting material or as a communication by
means of which a solicitation is to be made.
By Order of the Board of Directors,
Elizabeth M. Steele
Vice President, Secretary
and General Counsel
May 19, 1995
20
<PAGE> 23
PROXY PROXY
JONES INTERCABLE, INC.
9697 EAST MINERAL AVENUE
P.O. BOX 3309
ENGLEWOOD, COLORADO 80155-3309
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Glenn R. Jones, James B. O'Brien and
Elizabeth M. Steele, and each of them, as proxies, with the power to appoint
his or her substitute, and hereby authorizes them to represent and to vote as
designated below all the shares of Class A Common Stock and Common Stock of
Jones Intercable, Inc. held of record by the undersigned on May 12, 1995 at the
Annual Meeting of Shareholders to be held at the corporate offices of the
Company, 9697 East Mineral Avenue, Englewood, Colorado, at 2:00 p.m., Mountain
Time, on July 10, 1995, and at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3.
(continued on other side)
<PAGE> 24
The Board of Directors recommends a vote "FOR as nominees" [X] Please mark
in Item 1 and "FOR" Proposals 2 and 3. your votes
like this
- ------------------------ ----------------------
COMMON CLASS A
TO BE COMPLETED ONLY BY HOLDERS OF COMMON STOCK
1. ELECTION OF DIRECTORS WITHHELD
(INSTRUCTIONS: To withhold authority to vote for any FOR FOR ALL
individual nominee, strike a line through the nominee's [ ] [ ]
name in the list below.
Glenn R. Jones Derek H. Burney James J. Krejci
Christine Jones Marocco James B. O'Brien Daniel E. Somers
Raymond L. Vigil Robert S. Zinn David K. Zonker
TO BE COMPLETED ONLY BY HOLDERS OF CLASS A COMMON STOCK
(INSTRUCTIONS: To withhold authority to vote for any WITHHELD
individual nominee, strike a line through the nominee's FOR FOR ALL
name in the list below. [ ] [ ]
William E. Frenzel Donald L. Jacobs
Philip R.Ladoupoer Robert B. Zoelink
2. Approval of an Amendment to the Corporation's
Articles of Incorporation to increase the
number of authorized shares of the Corporation's
Class A Common Stock from 30,000,000 shares to
60,000,000 shares.
FOR AGAINST ABSTAIN
TO BE COMPLETED ONLY BY HOLDERS OF COMMON STOCK [ ] [ ] [ ]
TO BE COMPLETED ONLY BY HOLDERS OF CLASS A [ ] [ ] [ ]
COMMON STOCK
3. RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN [ ] [ ] [ ]
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDED MAY 31, 1995.
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
Signature(s) ________________________________ Date ____________ , 1995
Please sign exactly as names are shown. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporation name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 25
PROXY PROXY
JONES INTERCABLE, INC.
9697 EAST MINERAL AVENUE
P.O. BOX 3309
ENGLEWOOD, COLORADO 80155-3309
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Glenn R. Jones, James B. O'Brien and
Elizabeth M. Steele, and each of them, as proxies, with the power to appoint
his or her substitute, and hereby authorizes them to represent and to vote as
designated below all the shares of Class A Common Stock and Common Stock of
Jones Intercable, Inc. held of record by the undersigned on May 12, 1995 at the
Annual Meeting of Shareholders to be held at the corporate offices of the
Company, 9697 East Mineral Avenue, Englewood, Colorado, at 2:00 p.m., Mountain
Time, on July 10, 1995, and at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2 AND 3.
(continued on other side)
<PAGE> 26
The Board of Directors recommends a vote "FOR as nominees" [X] Please mark
in Item 1 and "FOR" Proposals 2 and 3. your votes
like this
----------------------
NO. OF SHARES
TO BE COMPLETED ONLY BY HOLDERS OF COMMON STOCK
1. ELECTION OF DIRECTORS WITHHELD
(INSTRUCTIONS: To withhold authority to vote for any FOR FOR ALL
individual nominee, strike a line through the nominee's [ ] [ ]
name in the list below.
Glenn R. Jones Derek H. Burney James J. Krejci
Christine Jones Marocco James B. O'Brien Daniel E. Somers
Raymond L. Vigil Robert S. Zinn David K. Zonker
TO BE COMPLETED ONLY BY HOLDERS OF CLASS A COMMON STOCK
(INSTRUCTIONS: To withhold authority to vote for any WITHHELD
individual nominee, strike a line through the nominee's FOR FOR ALL
name in the list below. [ ] [ ]
William E. Frenzel Donald L. Jacobs
Philip R.Ladoupoer Robert B. Zoelink
2. Approval of an Amendment to the Corporation's
Articles of Incorporation to increase the
number of authorized shares of the Corporation's
Class A Common Stock from 30,000,000 shares to
60,000,000 shares.
FOR AGAINST ABSTAIN
TO BE COMPLETED ONLY BY HOLDERS OF COMMON STOCK [ ] [ ] [ ]
TO BE COMPLETED ONLY BY HOLDERS OF CLASS A [ ] [ ] [ ]
COMMON STOCK
3. RATIFICATION OF APPOINTMENT OF ARTHUR ANDERSEN [ ] [ ] [ ]
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDED MAY 31, 1995.
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
Signature(s) ________________________________ Date ____________ , 1995
Please sign exactly as names are shown. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporation name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
- -----------------------------------------------------------------------------
FOLD AND DETACH HERE
