<PAGE>
As filed with the Securities and Exchange Commission on September 11, 1995.
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
JONES INTERCABLE, INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-0613514
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9697 East Mineral Avenue
Englewood, Colorado 80112
(303) 792-3111
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
Glenn R. Jones
Chief Executive Officer
9697 East Mineral Avenue
Englewood, Colorado 80112
(303) 792-3111
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
Elizabeth M. Steele, Esq.
Vice President/General Counsel
Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
(303) 792-3111
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of each class of maximum maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit(1) price(1) registration fee(1)
-----------------------------------------------------------------------------------------------------
Class A Common 2,844,678 $14.0625 $40,003,284.37 $13,794.24
Stock, $.01 par
value per share
=====================================================================================================
</TABLE>
(1) Estimated solely for the purposes of computing the registration fee pursuant
to Rule 457 of the Securities Act and based upon the average of the high and
low prices per share of the Registrant's Class A Common Stock as quoted on
the NASDAQ National Market System on September 1, 1995.
_______________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
JONES INTERCABLE, INC.
Cross-Reference Sheet Pursuant to
Item 501(b) of Regulation S-K
<TABLE>
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Registration Statement Item Location in Prospectus
--------------------------- ----------------------
<S> <C>
1. Forepart of the Facing Page; Cross-Reference Sheet; Outside Front
Registration Statement Cover Page of Prospectus.
and Outside Front Cover
Page of Prospectus.
2. Inside Front and Inside Front and Outside Back Cover Page of
Outside Back Cover Pages Prospectus; Available Information.
of Prospectus.
3. Summary Information, The Company; Ratio of Earnings to Fixed Charges.
Risk Factors and Ratio of
Earnings to Fixed Charges.
4. Use of Proceeds. Use of Proceeds.
5. Determination of Not Applicable.
Offering Price.
6. Dilution. Not Applicable.
7. Selling Security Selling Shareholders.
Holders.
8. Plan of Distribution. Plan of Distribution.
9. Description of Dividend Policy; Price Range of Class A Common
Securities to be Stock; Description of Capital Stock.
Registered.
10. Interests of Named Legal Matters; Experts.
Experts and Counsel.
11. Material Changes. Recent Developments.
12. Incorporation of Incorporation of Certain Information by
Certain Information by Reference.
Reference.
13. Disclosure of Not Applicable.
Commission Position on
Indemnification for
Securities Act
Liabilities.
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED WITHOUT THE DELIVERY OF A FINAL PROSPECTUS +
+SUPPLEMENT AND ACCOMPANYING PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE +
+ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE +
+SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 1995
PROSPECTUS
2,844,678 SHARES
JONES INTERCABLE, INC.
CLASS A COMMON STOCK
This Prospectus relates to 2,844,678 shares of Class A Common Stock,
$.01 par value per share, of Jones Intercable, Inc. (the "Company"), which may
be offered and sold from time to time by Glenn R. Jones, Jones International,
Ltd., Jones Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global
Group, Inc. and Jones Interdigital, Inc., shareholders of the Company (the
"Selling Shareholders"). The sale of the Class A Common Stock by the Selling
Shareholders pursuant to offerings made by this Prospectus will not result in
any change in control of the Company. Mr. Jones, the Company's Chairman and
Chief Executive Officer, is deemed to be the beneficial owner of all of the
shares of the Company owned by the Selling Shareholders, and, through his
continued ownership of approximately 56 percent of the Company's outstanding
Common Stock, which has preferential voting rights over the Company's Class A
Common Stock, he will control the election of a majority of the Company's Board
of Directors and he will have voting power over approximately 37 percent of
votes to be cast by all shareholders of the Company on matters not requiring a
class vote even if all of the shares of the Company's Class A Common Stock
offered by this Prospectus are sold. See "Selling Shareholders."
The Company will not receive any of the proceeds from the sale of the
shares offered hereby. The Selling Shareholders directly, or through agents
designated from time to time, or through dealers or underwriters also to be
designated, may sell all or a portion of the shares of Class A Common Stock
offered hereby from time to time on terms and at prices to be determined at the
time of sale. To the extent required, the specific number of shares to be sold,
the terms of the offering, including selling price, the names of any agent,
dealer or underwriter, and any applicable commission, discount or other
compensation with respect to a particular offering will be set forth in a
supplement to this Prospectus. See "Plan of Distribution."
The Company's Class A Common Stock is traded in the over-the-counter
market and is authorized for quotation on the National Market System operated by
the National Association of Securities Dealers, Inc. under the symbol JOINA. On
September 1, 1995, the quoted closing sales price of the Company's Class A
Common Stock was $14.00. See "Price Range of Class A Common Stock."
The Selling Shareholders and any dealers, agents or underwriters that
participate with the Selling Shareholders in the distribution of the Company's
Class A Common Stock offered by this Prospectus may be deemed to be underwriters
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act") and any commissions received by them and any profits on the resale of the
Class A Common Stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
for the indemnification arrangements regarding the sales by the Selling
Shareholders. The Selling Shareholders have agreed to pay all of the costs of
offerings made by this Prospectus, estimated at approximately $32,800.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September __, 1995.
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR IN ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT, DEALER OR
UNDERWRITER. THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR ANY SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
shares of Class A Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information pertaining to the Class A Common Stock and
the Company, reference is made to the Registration Statement. The Registration
Statement and the exhibits thereto can be obtained from or inspected and copied
at the public reference facilities maintained by the Commission as described
below.
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: 7 World Trade Center, Suite
1300, New York, New York 10048, and Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of any such material may be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company will furnish to holders of the Class A Common Stock annual
reports containing audited financial statements accompanied by a report thereon
by the Company's independent certified public accountants.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission (File No. 1-9953) pursuant to the requirements of the Exchange Act,
are hereby incorporated by reference: (i) the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1995, as amended, (ii) the Company's
Current Report on Form 8-K dated September 8, 1995, and (iii) the Company's
Proxy Statement dated May 19, 1995.
-2-
<PAGE>
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Class A
Common Stock pursuant to this Prospectus shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date any such
document is filed. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein or in any Prospectus Supplement
shall be deemed to be modified or superseded for purposes of the Registration
Statement and this Prospectus or any Prospectus Supplement to the extent that a
statement contained herein or therein (or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein) modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement and this Prospectus or any
Prospectus Supplement.
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of such persons, a copy of
any or all of the documents that are incorporated by reference herein, other
than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such document). Requests should be directed to
Elizabeth M. Steele, Vice President/General Counsel and Secretary, Jones
Intercable, Inc., 9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado
80133-3309, (303) 792-3111.
THE COMPANY
The Company is a Colorado corporation organized in 1970. The Company
is primarily engaged in the cable television business. The Company also holds
equity interests in a number of programming and other cable-related
subsidiaries. At May 31, 1995, the Company had a total of approximately 3,480
employees. The executive offices of the Company are located at 9697 East Mineral
Avenue, Englewood, Colorado 80112, and its telephone number is (303) 792-3111.
The Company develops and operates cable television systems for itself
and for its managed limited partnerships. Based on the number of basic
subscribers served by the Company's owned and managed cable television systems,
the Company is one of the largest cable television operators in the United
States. As of May 31, 1995, the Company owned or managed 55 cable television
systems serving a total of approximately 1,350,000 basic subscribers in 23
states. Glenn R. Jones, the founder, Chairman, Chief Executive Officer and major
shareholder of the Company, is one of the pioneers in the cable television
industry, and he has been involved in the ownership and operation of cable
television systems since 1970.
The Company has grown by acquiring and developing cable television
systems for both itself and its managed partnerships, primarily in suburban
areas with attractive demographic characteristics. One of the primary factors
utilized by the Company in deciding to acquire a particular cable television
system is the potential of the system for operating cash flow growth and value
appreciation. Key elements of the Company's operating strategy include
increasing basic penetration levels and revenue per subscriber through targeted
marketing, superior customer service and maintenance of high technical
standards. The Company has deployed fiber optic cable wherever practical in its
current rebuild and upgrade projects, which improves system reliability and
picture quality, increases channel capacity and provides the potential for new
business opportunities. The Company has focused on pay-per-view and advertising
as revenue growth opportunities, and expects to continue to do so in the future.
-3-
<PAGE>
Within the past several years, and at an increasing pace recently, the
cable television industry has seen much change. With recent announcements of
alliances between cable television companies and telephone, computer and
software companies, the Company believes that the nature of the cable television
business is changing from the traditional coaxial network delivering video
entertainment to a more sophisticated, digital platform environment where cable
systems could be capable of delivering traditional programming as well as other
services, including data, telephone and expanded educational and entertainment
services on an interactive basis. As this convergence of various technologies
progresses, cable television companies will have to reevaluate their system
architecture, upgrade their cable plants to take advantage of new opportunities
and consider clustering their systems in geographic areas where they can achieve
economies of scale and reasonable returns on the investments made. The Company
is, on an on-going basis, evaluating its position in this changing marketplace
and intends, where possible, to pursue these opportunities as they evolve. The
ability of the Company to do so, however, will be dependent in large part on the
availability of debt and equity financing.
The Company intends to grow by implementing a balanced strategy
directed at acquiring cable television systems from Company-managed limited
partnerships and from third parties. As part of this process, certain systems
owned by the Company and its managed partnerships may be sold to third parties
and/or such systems may be exchanged for systems owned by other cable system
operators. It is the Company's plan to cluster its cable television properties,
to the extent feasible, in geographic areas where it will have an adequate
number of subscribers to justify the capital expenditures required to upgrade
its plant and the possible offering of telephony and other telecommunications
services. The Company also intends to maintain and enhance the value of its
current cable television systems through capital expenditures. Such expenditures
will include, among others, cable television plant extensions and the upgrade
and rebuild of certain systems. Acquisitions and capital expenditures are
subject to the availability of cash generated from operations and debt and
equity financing.
Glenn R. Jones, the Chairman of the Board of Directors and Chief
Executive Officer of the Company, is deemed to be the beneficial owner of all of
the shares of Class A Common Stock and Common Stock of the Company owned by him
and by Jones International, Ltd., a private company owned 100 percent by Mr.
Jones, and certain of their affiliates. Mr. Jones' direct and indirect stock
ownership in the Company enables him to control the election of a majority of
the Company's Board of Directors and gives him voting power over approximately
41 percent of votes to be cast by all shareholders of the Company on matters not
requiring a class vote. See "Description of Capital Stock." Mr. Jones, Jones
International, Ltd. and certain of their affiliates are the Selling
Shareholders.
In December 1994, Bell Canada International Inc. ("BCI"), which has an
approximate 30 percent economic interest in the Company through its indirect
ownership of approximately 38 percent of the Class A Common Stock of the
Company, acquired from Mr. Jones and Jones International, Ltd. and certain of
their affiliates options to purchase all of the shares of the Company's Common
Stock owned by Mr. Jones, Jones International, Ltd. and certain of their
affiliates. These options, if and when exercised, would enable BCI to control
the election of a majority of the Company's Board of Directors. BCI, through
its parent company, BCE Inc., and their affiliates, is engaged in many areas of
the telecommunications business. BCE Inc. is the largest telecommunications
company in Canada and it also is the parent company of Bell Canada, the largest
provider of telecommunications services in Canada. BCI is also affiliated with
Bell Northern Research, Canada's largest research and development organization,
and with Northern Telecom, a leading global manufacturer of telecommunications
equipment. BCI and the Company also are principal shareholders of Bell
Cablemedia plc, which is one
-4-
<PAGE>
of the largest cable communications companies providing multi-channel television
and telephony services in the United Kingdom.
RECENT DEVELOPMENTS
The Company has announced several acquisitions of cable television
systems from its managed partnerships and from unaffiliated parties and the
exchange of cable television systems owned or to be acquired by the Company for
cable television systems currently owned by unaffiliated parties. These
acquisitions and exchanges are scheduled to close during the autumn of 1995 or
in early 1996. Funding for these transactions is expected to come from cash on
hand and from borrowings under the Company's credit facility.
The Company has agreed to purchase from a managed partnership the
cable television system serving areas in and around Augusta, Georgia (the
"Augusta System") for a purchase price of $142,618,000, subject to normal
closing adjustments. The Augusta System serves approximately 66,950 basic
subscribers and passes approximately 102,000 homes. The Augusta System is
contiguous with the cable television system already owned by the Company serving
areas in and around North Augusta, South Carolina (the "North Augusta System").
Together, the Augusta System and the North Augusta System will, upon closing of
the Company's acquisition of the Augusta System, form an operating cluster that
will serve approximately 81,700 basic subscribers and pass approximately 125,700
homes.
The Company has agreed to purchase from an unaffiliated party the
cable television systems serving areas in and around Dale City, Lake Ridge,
Woodbridge, Fort Belvoir, Triangle, Dumfries, Quatico, Accoquan and portions of
Prince William County, all in the State of Virginia (the "Dale City Systems")
for a purchase price of $123,000,000, subject to normal closing adjustments.
These systems serve approximately 50,000 basic subscribers and pass
approximately 64,100 homes. The Company also has agreed to purchase from
unaffiliated companies the cable television systems serving areas in and around
Manassas, Manassas Park, Haymarket and portions of Prince William County, all in
the State of Virginia (the "Manassas Systems") for a purchase price of
$71,100,000, subject to normal closing adjustments. These systems serve
approximately 25,450 basic subscribers and pass approximately 39,000 homes.
The Company has also agreed to purchase three cable television systems
from various of its managed partnerships and to exchange those systems for cable
television systems currently owned by an unaffiliated party. The Company has
agreed to purchase from a managed partnership the cable television system
serving areas in and around Carmel, Indiana (the "Carmel System") for a purchase
price of $44,235,333, subject to normal closing adjustments. The Carmel System
serves approximately 18,500 basic subscribers and passes approximately 24,400
homes. The Company has agreed to purchase from a managed partnership the cable
television system serving areas in and around Orangeburg, South Carolina (the
"Orangeburg System") for a purchase price of $18,347,667, subject to normal
closing adjustments. The Orangeburg System serves approximately 12,000 basic
subscribers and passes approximately 16,530 homes. The Company has agreed to
purchase from a venture comprised of three managed partnerships the cable
television system serving areas in and around Tampa, Florida (the "Tampa
System") for a purchase price of $110,395,667, subject to normal closing
adjustments. The Tampa System serves approximately 62,500 basic subscribers and
passes approximately 125,000 homes. The Company has also entered into an asset
exchange agreement with an unaffiliated cable television system operator
pursuant to which the Company will convey to that operator substantially all of
the assets of the Carmel
-5-
<PAGE>
System, the Orangeburg System and the Tampa System and cash in the amount of
$3,500,000, subject to normal closing adjustments. In return, the Company will
receive substantially all of the assets of cable television systems serving
Andrews Air Force Base, Capitol Heights, Cheltenham, District Heights, Fairmont
Heights, Forest Heights, Morningside, Prince George's County, Seat Pleasant and
Upper Marlboro, Maryland (the "Prince George's County System") and a portion of
Fairfax County, Virginia (the "Reston System"). The Prince George's County
System and the Reston System serve approximately 85,000 subscribers.
The Prince George's County System is contiguous to the Company's
Alexandria, Virginia, Calvert County, Maryland and Charles County, Maryland
cable television systems. The Reston System is approximately 12 miles from the
Company's Alexandria, Virginia system. Acquisition of the Prince George's
County System and the Reston System together with the acquisitions of the Dale
City Systems and the Manassas Systems discussed above, will, together with cable
television systems already owned or managed by the Company in the area, bring
the total number of basic subscribers owned or managed by the Company in the
Baltimore/Washington, D.C. metropolitan area to approximately 300,000.
The Company has also agreed to purchase four cable television systems
from various of its managed partnerships and to exchange those systems together
with two systems already owned by the Company for cable television systems
currently owned by an unaffiliated party. The Company has agreed to purchase
from a venture comprised of four managed partnerships the cable television
system serving the City of Manitowoc, Wisconsin (the "Manitowoc System") for a
purchase price of $15,735,667, subject to normal closing adjustments. The
Manitowoc System serves approximately 10,500 basic subscribers and passes
approximately 15,400 homes. The Company has agreed to purchase from a managed
partnership the cable television systems serving areas in and around Lodi, Ohio
(the "Lodi System") for a purchase price of $25,706,000, subject to normal
closing adjustments. The Lodi System serves approximately 14,700 basic
subscribers and passes approximately 20,600 homes. The Company has agreed to
purchase from a managed partnership the cable television system serving areas in
and around Ripon, Wisconsin (the "Ripon System") for a purchase price of
$3,712,667, subject to normal closing adjustments. The Ripon System serves
approximately 2,450 basic subscribers and passes approximately 2,500 homes. The
Company has agreed to purchase from a managed partnership the cable television
system serving areas in and around Lake Geneva, Wisconsin (the "Lake Geneva
System") for a purchase price of $6,345,667, subject to normal closing
adjustments. The Lake Geneva System serves approximately 3,400 basic subscribers
and passes approximately 5,400 homes. The Company has also entered into an asset
exchange agreement with an unaffiliated cable television system operator
pursuant to which the Company will convey to that operator substantially all of
the assets of the Manitowoc System, the Lodi System, the Ripon System, the Lake
Geneva System and the cable television systems serving areas in and around
Kenosha, Wisconsin (the "Kenosha System") and Hilo, Hawaii (the "Hilo System")
currently owned by the Company. The Hilo System serves approximately 17,000
basic subscribers and passes approximately 23,000 homes. The Kenosha System
serves approximately 27,000 basic subscribers and passes approximately 39,000
homes. In return, the Company will receive substantially all of the assets of
the cable television system serving areas in and around Savannah, Georgia (the
"Savannah System") and $4,000,000 in cash, subject to normal closing
adjustments. The Savannah System serves approximately 63,000 subscribers and
passes approximately 100,000 homes.
-6-
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Dollars in thousands, except ratios
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Year Ended May 31,
-------------------------------------------------
1991 1992 1993 1994 1995
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Pre-tax Income (Loss)................... $(45,030) $23,383 $(40,266) $(25,277) $(4,001)
Adjustments:
Interest expense................... 44,699 38,129 43,573 36,189 39,939
Interest charged to cable
television systems held
for resale......................... (4,598) -- -- -- --
Equity in losses of limited partnerships 11,233 8,158 2,900 4,624 2,981
-------- ------- -------- -------- -------
$ 6,304 $69,670 $ 6,207 $ 15,536 $38,919
Interest Expense (net).................. $ 40,101 $38,129 43,573 36,189 39,939
-------- ------- -------- -------- -------
Ratio of Earnings to Fixed Charges(1)... -- 1.83x -- -- --
Coverage deficiency..................... $(33,797) -- (37,366) $(20,653) $(1,020)
-------- ------- -------- -------- -------
</TABLE>
________________
(1) The ratio of earnings to fixed charges has been computed by dividing the sum
of (a) pre-tax income, including equity in losses of limited partnerships,
and (b) interest expense net of interest charged to cable television systems
held for resale, by net interest expense.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares of the Company's Class A Common Stock offered hereby. All of such shares
are being sold for the account of the Selling Shareholders and they will receive
the net proceeds from any offering made by this Prospectus. The Selling
Shareholders have agreed to pay all of the costs of this offering, which are
estimated to be approximately $32,800.
CONCURRENT OFFERING
The Company has filed a registration statement under the Securities
Act for the offering, from time to time, of an indeterminate principal amount of
Senior Debt Securities, Senior Subordinated Debt Securities and Subordinated
Debt Securities and an indeterminate number of shares of Class A Common Stock as
may from time to time be issued at indeterminate prices; provided however, in no
event will the aggregate initial public offering price of the Senior Debt
Securities, Senior Subordinated Debt Securities, Subordinated Debt Securities
and Class A Common Stock registered by that registration statement exceed
$600,000,000. Although that registration statement has not yet been declared
effective, the Company
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<PAGE>
anticipates that it will be declared effective concurrently with or shortly
before or after the effectiveness of the Registration Statement filed in respect
to the offering made by this Prospectus and that sales of Class A Common Stock
by the Company for its own account may be made from time to time concurrently
with the offering made by this Prospectus. The Company will receive all of the
net proceeds of sales of Class A Common Stock made in the concurrent offering.
The Company also may file additional registration statements to offer equity or
debt securities during the effectiveness of the Registration Statement filed in
connection with the offering of Class A Common Stock made by this Prospectus.
DIVIDEND POLICY
The Company has never paid a cash dividend with respect to its shares
of Common Stock or Class A Common Stock, and it has no present intention to pay
cash dividends in the foreseeable future. The current policy of the Company's
Board of Directors is to retain earnings to provide funds for the operation and
expansion of its business. Future dividends, if any, will be determined by the
Board of Directors in light of the circumstances then existing, including the
Company's earnings and financial requirements and general business conditions.
If cash dividends are paid in the future, the holders of the Class A Common
Stock will be paid $.005 per share per quarter in addition to the amount payable
per share of Common Stock. Such additional dividends on the Class A Common Stock
are not cumulative but would be adjusted appropriately if cash dividends are
declared with respect to a period other than a quarterly period. The Company's
credit agreements restrict the right of the Company to declare and pay cash
dividends without the consent of the lenders.
PRICE RANGE OF CLASS A COMMON STOCK
The Company's Class A Common Stock is traded in the over-the-counter
market and is authorized for quotation on the National Market System of the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
under the symbol JOINA. Any shares of Class A Common Stock offered by this
Prospectus will be listed, subject to notice of issuance, on such exchange. The
following table sets forth for each quarterly period of fiscal 1995 and 1994 the
high and low reported closing prices of the Company's Class A Common Stock as
reported by NASDAQ.
Period High Low
------ ---- ---
1995 First Quarter..... 15 3/8 12
Second Quarter.... 15 3/8 13 5/16
Third Quarter..... 16 1/4 11 3/8
Fourth Quarter.... 17 1/2 13 1/4
Period High Low
------ ---- ---
1994 First Quarter..... 15 1/4 11 1/4
Second Quarter.... 19 12 1/2
Third Quarter..... 20 1/4 15
Fourth Quarter.... 15 5/8 11
-8-
<PAGE>
On September 1, 1995, the quoted closing sales price of the Company's
Class A Common Stock as reported on the NASDAQ National Market System was
$14.00. At May 31, 1995, the Class A Common Stock of the Company was held of
record by 1,589 shareholders.
The Company's Common Stock also is traded in the over-the-counter
market and is quoted on the National Market System of NASDAQ under the symbol
JOIN.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 5,550,000 shares of
Common Stock, $.01 par value per share, of which 5,113,021 shares were
outstanding at August 1, 1995, and 60,000,000 shares of Class A Common Stock,
$.01 par value per share, of which 26,158,305 shares were outstanding at such
date.
The outstanding shares of both classes of common stock are not subject
to redemption or to any liability for further calls or assessments, and the
holders of such shares do not have pre-emptive or other rights to subscribe for
additional shares of the Company. All issued and outstanding shares of Common
Stock and Class A Common Stock are validly issued, fully paid and nonassessable.
Dividends in cash, property or shares of the Company may be paid upon the Common
Stock and Class A Common Stock, if declared by the Company's Board of Directors
out of any funds legally available therefor, and holders of Class A Common Stock
have a cash dividend preference over holders of Common Stock, as described
below. Holders of Common Stock and Class A Common Stock are entitled to share
ratably in assets available for distribution upon any liquidation of the
Company, subject to the prior rights of creditors, although holders of Class A
Common Stock have a preference on liquidation over holders of Common Stock, as
described below.
The Class A Common Stock has certain preferential rights with respect
to cash dividends and upon liquidation of the Company. In the event that cash
dividends are paid, the holders of the Class A Common Stock will be paid $.005
per share per quarter in addition to the amount payable per share of Common
Stock. In the case of liquidation, holders of Class A Common Stock will be
entitled to a preference of $1 per share. After such amount is paid, holders of
the Common Stock will then be entitled to receive $1 per share for each share of
Common Stock outstanding. Any remaining amount will be distributed to the
holders of Class A Common Stock and Common Stock on a pro rata basis.
The Class A Common Stock has voting rights that are generally 1/10th
of those held by the Common Stock. In the election of directors, the holders of
Class A Common Stock, voting as a separate class, are entitled to elect that
number of directors that constitute 25 percent of the total membership of the
Board of Directors. Holders of the Common Stock, also voting as a separate
class, are entitled to elect the remaining directors.
As of August 1, 1995, the outstanding shares of Class A Common Stock
constituted approximately 84 percent of the total outstanding shares of capital
stock of the Company but cast only 34 percent of the votes to be cast in matters
to be acted upon by shareholders of the Company not requiring a class vote, and
the outstanding shares of the Company's Common Stock constituted approximately
16 percent of the outstanding capital stock of the Company, but cast
approximately 66 percent of the votes to be cast by shareholders of the Company
in connection with such matters.
-9-
<PAGE>
SELLING SHAREHOLDERS
The 2,844,678 shares of the Company's Class A Common Stock offered
hereby, which will be sold for the accounts of Glenn R. Jones, Jones
International, Ltd., Jones Entertainment Group, Ltd., Jones Space Segment, Inc.,
Jones Global Group, Inc. and Jones Interdigital, Inc. (the "Selling
Shareholders"), represent approximately 10.8 percent of the outstanding Class A
Common Stock of the Company at September 1, 1995. Because Mr. Jones is the sole
shareholder of Jones International, Ltd., and because Mr. Jones and/or Jones
International, Ltd. own a controlling interest in Jones Entertainment Group,
Ltd., Jones Space Segment, Inc., Jones Global Group, Inc. and Jones
Interdigital, Inc., Mr. Jones is deemed to be the beneficial owner of all
2,844,678 shares of the Company's Class A Common Stock offered hereby. Mr.
Jones is the Chairman of the Board of Directors and the Chief Executive Officer
of each of the Company, Jones International, Ltd., Jones Entertainment Group,
Ltd., Jones Space Segment, Inc., Jones Global Group, Inc. and Jones
Interdigital, Inc., and he has owned a controlling interest in all of these
companies since their incorporation.
Prior to the commencement of this offering, the Selling Shareholders
owned, directly or indirectly, 2,844,678 shares of the Company's Class A Common
Stock, or 10.8 percent of the outstanding Class A Common Stock of the Company as
of September 1, 1995. Of this amount, 209,677 shares represent shares of the
Company's Class A Common Stock available to Mr. Jones pursuant to fully vested
but unexercised stock options. If all of the shares offered hereby are sold,
the Selling Shareholders will not own any shares of the Company's Class A Common
Stock, unless they acquire additional shares of the Company's Class A Common
Stock in the future.
The sale of the Class A Common Stock by the Selling Shareholders
pursuant to offerings made by this Prospectus will not result in any change in
control of the Company. Through his beneficial ownership of all of the shares
of the Company owned by the Selling Shareholders, Mr. Jones owns approximately
56 percent of the Company's outstanding Common Stock, which has preferential
voting rights over the Company's Class A Common Stock, and, as a result, Mr.
Jones will control the election of a majority of the Company's Board of
Directors and he will have voting power over approximately 37 percent of votes
to be cast by all shareholders of the Company on matters not requiring a class
vote even if all of the shares of the Company's Class A Common Stock offered
hereby are sold. The shares of the Company's Common Stock owned by Mr. Jones
and Jones International, Ltd. and certain of their affiliates are, however,
subject to options granted to BCI. See "The Company."
The Selling Shareholders will receive all of the net proceeds of any
offerings made by this Prospectus.
PLAN OF DISTRIBUTION
The shares of Class A Common Stock offered hereby may be sold from
time to time to purchasers directly by the Selling Shareholders. Alternatively,
the Selling Shareholders may from time to time offer the shares of Class A
Common Stock through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the shares for whom they
may act as agent. The Selling Shareholders and any underwriters, dealers, or
agents that participate in the distribution of the shares of Class A Common
Stock may be deemed to be underwriters and any profit on the sale of shares by
them and any discounts, commissions or concessions received by any such
underwriters, dealers or agents
-10-
<PAGE>
might be deemed to be underwriting discounts and commissions under the
Securities Act. At the time a particular offer of shares has been made, to the
extent required, a Prospectus Supplement will be distributed. The Prospectus
Supplement will disclose the specific number of shares to be sold and the terms
of the offering, including the name or names of any underwriters, dealers,
agents, any discounts, commissions and other items constituting compensation
from the Selling Shareholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers. The shares of the Company's Class A
Common Stock may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale, or at negotiated prices.
The Selling Shareholders will pay all of the expenses of this
offering, including commissions and discounts of underwriters, dealers or
agents. Under an agreement that the Company has entered into with the Selling
Shareholders, the Company will indemnify the Selling Shareholders against
certain liabilities under the Securities Act.
LEGAL MATTERS
The legality and validity of the Class A Common Stock offered hereby
will be passed upon for the Company by Elizabeth M. Steele, Vice
President/General Counsel and Secretary of the Company.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries included in the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1995, which are incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent certified public accountants, as
indicated in their report with respect thereto, and are incorporated herein by
reference upon the authority of said firm as experts in giving said reports.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses, other than underwriting
fees and commissions, expected to be incurred by the Selling
Shareholders in connection with the securities being registered. The
Company will not bear any of these expenses.
SEC filing fee................ $13,794.24
Printing and engraving fees... 2,000.00
Legal fees and expenses....... 5,000.00
Accounting fees and expenses.. 5,000.00
Blue sky fees and expenses.... 2,000.00
Miscellaneous................. 5,000.00
----------
Total.................... *$32,794.24
==========
_______________
*All amounts listed above, except for the SEC filing fee, are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of the Company permit indemnification of
the Company's officers and directors when such are parties or threatened to be
made parties to any proceeding (other than an action by or in the name of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, against losses incurred by him or her in
connection with such proceeding if the officer or director seeking
indemnification acted in good faith and in a manner reasonably believed to be in
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his or her conduct was
unlawful. The Articles of Incorporation of the Company further provide that the
corporation will indemnify its officers and directors against losses incurred as
the result of a proceeding by or in the name of the corporation if the officer
or director seeking indemnification acted in good faith and in a manner
reasonably believed to be in the best interests of the corporation, but no
indemnification will be made in such case if the officer or director seeking
indemnification has been adjudged to be liable for negligence or misconduct in
the performance of his or her duty to the corporation unless and only to the
extent that the court in which the action was brought determines upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses that the court deems proper.
The Colorado Business Corporation Act (the "Act") requires a Colorado
corporation to indemnify its officers and directors against reasonable expenses
under certain circumstances and permits it to indemnify its officers and
directors against liability and reasonable expenses under certain circumstances.
Unless limited by the corporation's articles of incorporation, the Act requires
a corporation to indemnify its officers and directors against reasonable
expenses incurred in any proceeding to which the officer or director is a party
and was wholly successful, on the merits or otherwise, in defense of the
proceeding. In addition to this mandatory indemnification, the Act provides
that a corporation may indemnify its officers and directors against liability
and reasonable expenses if the officer or director acted in good faith and in a
manner reasonably believed to be in the best interests of the corporation in the
case of conduct in an official capacity, in a manner he reasonably believed was
at least not opposed to the corporation's best interests in all other cases, or
in a manner he had no reasonable cause to believe was unlawful in the case of
criminal proceedings. In actions by or in the name of the corporation, the Act
provides the same standard but limits indemnification to reasonable
II-1
<PAGE>
expenses incurred by the director and prohibits any indemnification if the
director was adjudged liable to the corporation. The Act also prohibits
indemnification of a director in connection with actions charging improper
personal benefit to the director if the director is adjudged liable on that
basis.
ITEM 16. EXHIBITS
As noted, the following exhibits (i) are being filed as part of this
electronic transmission, or (ii) are incorporated by reference herein from
documents already on file with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
<S> <C>
3.1 Articles of Incorporation of the Company, as amended.(1)
3.2 Bylaws of the Company, as amended.(2)
4.1 Specimen Stock Certificate with respect to the Company's Class A
Common Stock.(3)
5.1 Opinion of Elizabeth M. Steele as to the legality of the
securities being registered.(4)
23.1 Consent of Elizabeth M. Steele. (included in the opinion of Ms.
Steele filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP.(4)
24.1 Power of Attorney. (included on the signature page of the
Registration Statement)
</TABLE>
---------------
(1) Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on
SEC Form 10-K for the Company's fiscal year ended May 31, 1988 and to
Exhibit 3.2 to the Company's Annual Report on SEC Form 10-K for the
Company's fiscal year ended May 31, 1995.
(2) Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on
SEC Form 10-K for the Company's fiscal year ended May 31, 1995.
(3) Incorporated by reference to Exhibit 4 to the Company's Registration
Statement on SEC Form S-3 (Registration No. 33-41392) filed June 25, 1991.
(4) Filed herewith.
ITEM 17. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
II-2
<PAGE>
(iii) to include any material information with respect to
the Plan of Distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that the undertakings set forth in sub-paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
The Registrant hereby undertakes that for purposes of determining any
liability under the Securities Act, the information omitted from the formal
prospectus filed as part of the Registration Statement in reliance upon Rule
430A and contained in the form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of the Registration Statement as of the time it was declared effective.
For purposes of determining any liability under the Securities Act, each post-
effective amendment that contains a form of prospectus shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 15, or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Jones
Intercable, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood and the State of Colorado on the 8th
day of September, 1995.
JONES INTERCABLE, INC.,
a Colorado corporation
By: /s/ Glenn R. Jones
------------------------------------------
(Glenn R. Jones)
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Glenn R. Jones, James B. O'Brien, Kevin
P. Coyle, Elizabeth M. Steele, Robert S. Zinn and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and his or her name, place and stead, in any and
all capacities, to sign any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Glenn R. Jones Chairman of the Board and September 8, 1995
--------------------------- Chief Executive Officer
(Glenn R. Jones) (Principal Executive Officer)
/s/ Kevin P. Coyle Group Vice President/Finance September 8, 1995
--------------------------- (Principal Financial Officer)
(Kevin P. Coyle)
/s/ Larry W. Kaschinske Controller (Principal September 8, 1995
--------------------------- Accounting Officer)
(Larry W. Kaschinske)
/s/ James B. O'Brien President and Director September 8, 1995
---------------------------
(James B. O'Brien)
/s/ Raymond L. Vigil Group Vice President/Human September 8, 1995
--------------------------- Resources and Director
(Raymond L. Vigil)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Derek H. Burney Director September 8, 1995
-----------------------------
(Derek H. Burney)
/s/ William E. Frenzel Director September 1, 1995
-----------------------------
(William E. Frenzel)
/s/ Donald L. Jacobs Director September 8, 1995
-----------------------------
(Donald L. Jacobs)
/s/ James J. Krejci Director September 8, 1995
-----------------------------
(James J. Krejci)
/s/ Philip R. Ladouceur Director September 8, 1995
-----------------------------
(Philip R. Ladouceur)
/s/ Christine Jones-Marocco Director September 8, 1995
-----------------------------
(Christine Jones-Marocco)
/s/ Daniel E. Somers Director September 8, 1995
-----------------------------
(Daniel E. Somers)
/s/ Robert S. Zinn Director September 8, 1995
-----------------------------
(Robert S. Zinn)
____________________________ Director
(Robert B. Zoellick)
/s/ David K. Zonker Director September 8, 1995
-----------------------------
(David K. Zonker)
</TABLE>
II-5
<PAGE>
[Letterhead of Jones Intercable, Inc. Appears Here]
September 10, 1995
Jones Intercable, Inc.
9697 East Mineral Avenue
Englewood, Colorado 80112
Re: Jones Intercable, Inc.
Registration Statement on Form S-3
Relating to 2,844,678 Shares of Class A Common Stock
Ladies and Gentlemen:
I have acted as counsel for Jones Intercable, Inc., a Colorado
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 2,844,678 shares of the
Company's Class A Common Stock, $.01 par value per share (the "Shares"). The
Shares are held by, or subject to options owned by, Glenn R. Jones, Jones
International, Ltd., Jones Entertainment Group, Ltd., Jones Space Segment, Inc.,
Jones Global Group, Inc. and Jones Interdigital, Inc. A Registration Statement
on Form S-3 (the "Registration Statement") with respect to the Shares will be
filed under the Act with the Securities and Exchange Commission on or about
September 10, 1995.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, I have examined and I am familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of such documents as I have deemed necessary or appropriate as a basis for the
opinion set forth herein, including (i) the Registration Statement in the form
to be filed by the Company with the Commission, (ii) the Articles of
Incorporation and Bylaws of the Company, as in effect on the date hereof, and in
the form to be filed by the Company with the Commission as Exhibits 3.1 and 3.2
to the
<PAGE>
Jones Intercable, Inc.
September 10, 1995
Page 2
Registration Statement, (iii) the specimen stock certificate with respect to the
Company's Class A Common Stock in the form to be filed by the Company with the
Commission as Exhibit 4.1 to the Registration Statement, and (iv) resolutions of
the Board of Directors of the Company relating to the filing of the Registration
Statement and related matters. In my examination, I have relied upon
certificates, statements and representations of the Company and others.
Based upon and subject to the foregoing, I am of the opinion that the
Shares are, or will be when issued pursuant to the exercise of options, duly and
validly authorized and issued shares of Class A Common Stock, $.01 par value per
share, of the Company, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. I also consent to the reference to
me under the heading "Legal Matters" in the prospectus included in the
Registration Statement.
Very truly yours,
/s/ Elizabeth M. Steele
Elizabeth M. Steele
Vice President/General Counsel
and Secretary
EMS/dm
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 registration statement of our report dated August 11,
1995 included in Jones Intercable, Inc.'s Form 10-K for the year ended May 31,
1995 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
September 8, 1995.
