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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):November 29, 1995
JONES INTERCABLE, INC.
(Exact name of registrant as specified in its charter)
Colorado 1-9953 84-0613514
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
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Item 2. Acquisition of Assets
On June 30, 1995, Jones Intercable, Inc., a Colorado corporation
("Intercable") entered into an asset purchase agreement (the "Agreement") with
Columbia Associates, L.P., an unaffiliated Delaware limited partnership
("Columbia"), to acquire the cable television systems serving Dale City, Lake
Ridge, Woodbridge, Fort Belvoir, Triangle, Dumfries, Quantico, Accoquan and
portions of Prince William County, all in the State of Virginia (the "Dale City
System").
On July 15, 1995, Intercable assigned to a subsidiary, Jones
Communications of Virginia, Inc. ("Jones of Virginia"), formerly known as Jones
Intercable of Alexandria, Inc., a Colorado corporation, all of its right, title
and interest as buyer under the Agreement, including but not limited to, the
right to purchase the assets of the Dale City System, and Jones of Virginia
assumed and agreed to pay, discharge and perform all of the obligations and
duties of Intercable under the Agreement.
On November 29, 1995, Jones of Virginia purchased the Dale City System
from Columbia for $123,000,000, subject to customary closing adjustments as
provided by the Agreement. The purchase price was paid from cash on hand and
proceeds from the Company's $500 million credit facility.
Jones of Virginia paid Jones Financial Group, Ltd., an affiliate of
Jones of Virginia and Intercable, a fee of $1,328,400 as compensation for
acting as a financial advisor in connection with this transaction.
The Dale City System has approximately 50,000 subscribers and passes
approximately 64,100 homes.
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Item 7. Financial Statements and Exhibits
a. Audited Financial Statements of the Dale City System are not
presently available and will be filed by amendment to this Form 8-K.
b. Pro Forma Financial Statements of Jones Intercable, Inc. are
not presently available and will be filed by amendment to this Form 8-K.
c. Asset Purchase Agreement dated as of June 30, 1995 between
Columbia Associates, L.P. and Jones Intercable, Inc. is incorporated by
reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for
fiscal year ended May 31, 1995 (Exhibit 2.8, Commission File No. 1-9953)
d. Assignment and Assumption Agreement dated as of July 15, 1995
between Jones Intercable, Inc. and Jones Intercable of Alexandria, Inc. (now
known as Jones Communications of Virginia, Inc.).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JONES INTERCABLE, INC.,
a Colorado corporation
Dated: December 4, 1995 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President and Secretary
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EXHIBIT INDEX
2.1 Assignment and Assumption Agreement dated as of July 15, 1995
between Jones Intercable, Inc. and Jones Intercable of
Alexandria, Inc.
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EXHIBIT 2.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of
July 15, 1995, is made and entered into by and between Jones Intercable, Inc.,
a Colorado corporation ("JIC") and Jones Intercable of Alexandria, Inc., a
Colorado corporation ("Jones of Alexandria").
Recitals
A. JIC is party to that certain Asset Purchase Agreement dated
as of June 30, 1995 (the "Purchase Agreement") with Columbia Associates, L.P.,
a Delaware limited partnership ("Seller") pursuant to which JIC has agreed to
buy, and Seller has agreed to sell, substantially all of the assets relating to
the cable television system owned by Seller serving the communities of Dale
City, Lake Ridge, Woodbridge, Triangle, Quantico, Dumfries, Occoquan, Fort
Belvoir, Quantico Marine Base and portions of unincorporated Prince William
County, all in the State of Virginia (the "Dale City Systems").
B. JIC desires to assign its rights and duties under the
Purchase Agreement to Jones of Alexandria, and Jones of Alexandria desires to
accept such assignment.
C. All capitalized terms used in this Agreement and not
otherwise defined shall have the meanings given to them in the Purchase
Agreement.
Agreements
In consideration of the mutual promises and covenants hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, JIC and Jones of Alexandria hereby agree as
follows:
1. Assignment and Assumption. Subject to the terms and
conditions of this Agreement, JIC hereby assigns, conveys and transfers to
Jones of Alexandria all of its right, title and interest as Buyer under the
Purchase Agreement, including but not limited to, the right to purchase the
Assets of the Dale City
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Systems, and Jones of Alexandria hereby assumes and shall pay, discharge and
perform all of the obligations and duties of Buyer under the Purchase
Agreement.
2 Further Assurances. JIC and Jones of Alexandria shall
execute and deliver such further instruments as may be reasonably necessary to
carry out the terms of this Agreement.
3. Governing Law. The validity, performance and enforcement of
this Agreement shall be governed by the internal laws of the State of Colorado,
without giving effect to the principles of conflicts of law of such State.
The parties have executed this Agreement as of the date first written
above.
JONES INTERCABLE, INC.
By: /s/ Elizabeth M. Steele
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Title: Vice President
JONES INTERCABLE OF
ALEXANDRIA, INC.
By: /s/ Elizabeth M. Steele
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Title: Vice President
