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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): October 20, 1995
JONES INTERCABLE, INC.
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(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 February 22, 1995, Jones Intercable, Inc., a Colorado corporation
("Intercable") entered into a Purchase and Sale Agreement (the "Agreement")
with Cable TV Fund 12-B, Ltd., a Colorado limited partnership (the
"Partnership"), providing for the sale by the Partnership to Intercable of the
Partnership's cable television system serving areas in and around Augusta,
Georgia (the "Augusta System").
On October 20, 1995, Intercable assigned to a wholly-owned subsidiary,
Jones Cable Holdings, Inc. ("JCH"), 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 Augusta System, and JCH assumed and agreed to pay, discharge
and perform all of the obligations and duties of Intercable under the
Agreement.
On October 20, 1995, JCH purchased the Augusta System from the
Partnership for $142,618,000, subject to customary closing adjustments as
provided by the Agreement. The purchase price for the Augusta System
represented the average of three separate, independent appraisals of the
Augusta System. Intercable used cash on hand to acquire the Augusta System.
The Augusta System has approximately 1,600 miles of cable plant
passing approximately 98,300 homes. As of December 31, 1994, the Augusta
System had approximately 66,000 basic subscribers and approximately 53,000
subscriptions for units of pay television. The basic penetration rate in the
Augusta System is 67%. The Augusta System is adjacent to the North Augusta,
South Carolina cable television system owned by Intercable that currently
serves approximately 15,475 basic subscribers
Item 7. Financial Statements and Exhibits
a. Audited Financial Statements of the Augusta System for the
years 1992, 1993 and 1994 are incorporated by reference from the Jones
Intercable, Inc. Current Report on Form 8-K dated March 10, 1995 (Commission
File No. 1-9953).
b. Pro Forma Financial Statements of Jones Intercable, Inc. are
incorporated by reference from the Jones Intercable, Inc. Current Report on
Form 8-K dated March 10, 1995 (Commission File No. 1-9953).
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c. Purchase and Sale Agreement dated February 22, 1995 between
Cable TV Fund 12-B, Ltd. and Jones Intercable, Inc. is incorporated by
reference from the Jones Intercable, Inc. Current Report on Form 8-K dated
March 10, 1995 (Commission File No. 1- 9953).
d. Assignment and Assumption Agreement dated as of October 20,
1995 between Jones Intercable, Inc. and Jones Cable Holdings, 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: November 1, 1995 By: /s/ Robert S. Zinn
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Robert S. Zinn
Acting Vice President
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EXHIBIT INDEX
2.1 Assignment and Assumption Agreement dated as of October 20,
1995 between Jones Intercable, Inc. and Jones Cable Holdings,
Inc.
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EXHIBIT 2.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of
October 20, 1995, is made and entered into by and between Jones Cable Holdings,
Inc., a Colorado corporation ("JCH") and Jones Intercable, Inc., a Colorado
corporation ("JIC").
Recitals
A. JIC is party to that certain Asset Purchase Agreement dated as
of February 22, 1995 as amended by Amendment No. 1 to Purchase and Sale
Agreement dated as of July 24, 1995 (as amended, the "Purchase Agreement") with
Cable TV Fund 12-B, Ltd. ("Fund 12-B") pursuant to which JIC has agreed to buy,
and Fund 12-B has agreed to sell, substantially all of the assets relating to
the cable television system owned by Fund 12-B in and around the Cities of
Augusta, Blythe and Hephzibah, Georgia and the Counties of Burke, Columbia and
Richmond, Georgia (the "System").
B. JIC desires to assign its rights and duties under the Purchase
Agreement to JCH, and JCH 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 Agreements.
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 JCH hereby agree as follows:
1. Assignment and Assumption. Subject to the terms and
conditions of this Agreement, JIC hereby assigns, conveys and transfers to JCH
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 System,
and JCH hereby assumes and shall pay, discharge and perform all of the
obligations and duties of Buyer under the Purchase Agreement.
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2 Further Assurances. JIC and JCH 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/ Kevin P. Coyle
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Title: Group Vice President/Finance
JONES CABLE HOLDINGS, INC.
By: /s/ J. Roy Pottle
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Title: Treasurer
