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FORM 10-K/A NO. 3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____ to ____
Commission file number: 1-9953
JONES INTERCABLE, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0613514
(State of Organization) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
(Address of principal executive (Registrant's telephone no.
office and Zip Code) including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Class A Common Stock, $.01 par value
7.5% Convertible Subordinated Debentures due June 1, 2007
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
--- ---
Aggregate market value as of July 14, 1995 of the voting stock held by
non-affiliates:
Common Stock $33,957,792 Class A Common Stock $116,589,596
Shares outstanding of each of the registrant's classes of common stock as of
July 14, 1995:
Common Stock: 5,113,021 Class A Common Stock: 26,158,305
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth certain information as of July 14, 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,
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,
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 2,844,678(3)(7) 10.53
Common Stock
Derek H. Burney Class A 350 less than .01
1000 rue de la Common Stock
Gauchetiere West
Montreal, Quebec,
Canada H3B 4Y8
Christopher J. Bowick Common Stock 2,678 .05
9697 East Mineral Avenue
Englewood, CO 80112 Class A Common 1,329(8) .01
Stock
Kevin P. Coyle Common Stock 345(9) less than .01
9697 East Mineral Avenue
Englewood, CO 80112 Class A 1,321(10) .01
Common Stock
</TABLE>
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<TABLE>
<S> <C> <C> <C>
James J. Krejci Class A 5,000 .02
1133 Race Street, 16N Common Stock
Denver, CO 80206
Christine Jones Marocco Common Stock 2,749,679(11) 53.78
25 East End Avenue, #14F
New York, NY 10288 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 2,344(14) .01
Common Stock
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 Class A 19,174(17) .07
9697 East Mineral Avenue Common Stock
Englewood, CO 80112
All executive officers and directors Common Stock 2,952,630 57.75
as a group
(20 persons) Class A 3,105,278(18) 11.77
Common Stock
Mutuelles AXA group Class A 1,816,427(19)(24) 6.94
Vie Mutuelle Common Stock
101-100 Terrasse Boieldieu
92042 Paris La Defense France
AXA
23, Avenue Matignon
75008 Paris France
</TABLE>
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<TABLE>
<S> <C> <C> <C>
The Equitable Companies
Incorporated
787 Seventh Avenue
New York, New York 10019
Bell Canada International Common Stock 2,878,151(20) 56.29
BVI III Limited
Arawak Chamber Class A 9,914,300(21)(24) 37.90
Road Town Common Stock
Tortola, BVI
The Capital Group Companies, Inc. and Class A 1,467,000(22)(24) 5.61
Capital Research Common Stock
333 South Hope Street
Los Angeles, CA 90071
Neuberger & Berman Class A 2,000,200(23)(24) 7.65
605 Third Avenue Common Stock
New York, NY 10158
</TABLE>
(1) 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) 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 1/10th 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
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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; 209,677 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) Represents 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 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 2,344 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 trusts.
Also includes 235 shares held by Mr. Zinn's wife; Mr. Zinn disclaims
beneficial ownership of these shares.
(16) Mr. Zinn is a trustee of separate trusts for the benefit of the three
children of Glenn R. Jones, which hold 157,194 shares. Includes 96
shares held by Mr. Zinn's wife; Mr. Zinn disclaims beneficial ownership
of these shares.
(17) Includes 16,674 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.
(18) Includes 230,104 shares held by various executive officers and
directors pursuant to stock options.
(19) 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 1,589,427 shares, sole dispositive power over
1,815,927 shares and shared dispositive power over 500 shares.
(20) 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.
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(21) 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.
(22) 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.
(23) 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.
(24) This information is based upon filings made by the shareholders with
the Securities and Exchange Commission, copies of which were provided
to the Company.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
JONES INTERCABLE, INC.
By: /s/ Robert S. Zinn
---------------------------------
Robert S. Zinn
Acting Vice President
Dated: August 30, 1995
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