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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): April 11, 1996
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 April 11, 1996, Jones Cable Holdings, Inc. ("JCH"), a wholly owned
subsidiary of Jones Intercable, Inc. ("Intercable"), acquired the following
cable television systems from limited partnerships managed by Intercable: (i)
the cable television system operating in and around Lodi, Ohio (the "Lodi
System") for a purchase price of $25,706,000, subject to normal closing
adjustments; (ii) the cable television system operating in and around Ripon,
Wisconsin (the "Ripon System") for a purchase price of $3,712,667, subject to
normal closing adjustments; and (iii) the cable television system operating in
and around Lake Geneva, Wisconsin (the "Lake Geneva System") for a purchase
price of $6,345,667, subject to normal closing adjustments. The purchase
prices were determined by averaging three separate independent appraisals of
each of the cable television systems acquired.
Exchange of Assets
On April 12, 1996, JCH conveyed the Lodi System, the Ripon System and
the Lake Geneva System, together with the cable television systems operating in
and around Hilo, Hawaii (the "Hilo System") and Kenosha, Wisconsin (the
"Kenosha System") (both of which have been owned by Intercable and were
recently transferred to JCH), plus cash in the amount of $11,735,666 to Time
Warner Entertainment Company, L.P. ("Time Warner"), an unaffiliated cable
television operator. In exchange, Time Warner conveyed to JCH the cable
television systems operating in and around Savannah, Georgia (the "Savannah
System"). Taking into account the aggregate purchase price paid by JCH for the
Lodi System, the Lake Geneva System and the Ripon System, Intercable's
estimated valuation of the Hilo System and the Kenosha System, and the
$11,735,666 cash consideration paid by JCH to Time Warner, the aggregate
consideration paid by Intercable to Time Warner for the Savannah System was
approximately $119,195,000, subject to normal closing adjustments. The
Savannah System passes approximately 100,000 homes and serves approximately
63,000 subscribers.
Jones Financial Group, Ltd. ("Financial Group"), an affiliate of
Intercable, was paid a fee of $1,286,332 in connection with these transactions.
The fee paid to Financial Group was based upon 90% of the estimated commercial
rate charged by unaffiliated brokers.
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Manitowoc System
Although it previously was announced that JCH intended to acquire from
Cable TV Joint Fund 11, a general partnership comprised of four limited
partnerships managed by Intercable, the cable television system serving the
City of Manitowoc, Wisconsin (the "Manitowoc System") and then transfer the
Manitowoc System to Time Warner as part of the above-described exchange, JCH
and Time Warner agreed to exclude the Manitowoc System from that exchange. JCH
is still obligated to purchase the Manitowoc System, subject to a number of
closing conditions that have not yet been satisfied, including the approval of
the transaction by the holders of a majority of the limited partnership
interests of each of the four constituent partnerships of Cable TV Joint Fund
11 and the approval of the City of Manitowoc to the transfer of the Manitowoc
System's franchise. Intercable intends to conduct the votes of the limited
partners of the four constituent partnerships of Cable TV Joint Fund 11 only
after the City of Manitowoc consents to the transfer of the franchise.
Although Intercable is engaged in ongoing negotiations with the City of
Manitowoc with respect to the renewal and transfer of the Manitowoc franchise,
there can be no assurance that the City of Manitowoc will consent to the
transfer of the franchise to JCH. If all conditions precedent to JCH's
obligation to close are not eventually satisfied or waived, JCH's obligation to
purchase the Manitowoc System will terminate on September 30, 1996.
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Item 7. Financial Statements and Exhibits
a. Financial statements of businesses acquired. Audited
financial statements of the Savannah System are not presently available and
will be filed by amendment to this Form 8-K as soon as practicable and no later
than June 15, 1996.
b. Pro forma financial information. Pro forma financial
statements of Jones Intercable, Inc. reflecting the acquisition of the Savannah
System and the disposition of the Kenosha System and the Hilo System are not
presently available and will be filed by amendment to this Form 8-K as soon as
practicable and no later than June 15, 1996.
c. Exhibits.
2.1. Asset Purchase Agreement dated September 5, 1995,
between Jones Spacelink Income Partners 87-1, L.P. and Jones Intercable, Inc.
relating to the Lodi System is incorporated by reference from the Annual Report
on Form 10-K of Jones Intercable, Inc. for the transition period ended December
31, 1995 (Exhibit No. 2.14, Commission File No. 1- 9953).
2.2. Asset Purchase Agreement dated September 5, 1995,
between Jones Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Ripon System is incorporated by reference from the Annual
Report on Form 10-K of Jones Intercable, Inc. for the transition period ended
December 31, 1995 (Exhibit No. 2.15, Commission File No. 1- 9953).
2.3. Asset Purchase Agreement dated September 5, 1995,
between Jones Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc.
relating to the Lake Geneva System is incorporated by reference from the Annual
Report on Form 10-K of Jones Intercable, Inc. for the transition period ended
December 31, 1995 (Exhibit No. 2.16, Commission File No. 1- 9953).
2.4. Asset Exchange Agreement dated September 1, 1995,
between Jones Intercable, Inc. and Time Warner Entertainment Company, L.P. is
incorporated by reference from the Annual Report on Form 10-K of Jones
Intercable, Inc. for the transition period ended December 31, 1995 (Exhibit No.
2.17, Commission File No. 1- 9953).
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2.5. Assignment and Assumption Agreement dated as of
September 15, 1995 between Jones Intercable, Inc. and Jones Cable Holdings,
Inc. is incorporated by reference from the Annual Report on Form 10-K of Jones
Intercable, Inc. for the transition period ended December 31, 1995 (Exhibit No.
2.18, Commission File No. 1- 9953).
2.6. Letter amendment dated April 3, 1996 to the Asset
Exchange Agreement dated September 1, 1995, between Jones Intercable, Inc. and
Time Warner Entertainment Company, L.P.
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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: April 23 1996 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.6 Letter amendment dated April 3, 1996 to the Asset Exchange
Agreement dated September 1, 1995, between Jones Intercable,
Inc. and Time Warner Entertainment Company, L.P.
</TABLE>
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EXHIBIT 2.6
April 3, 1996
VIA HAND DELIVERY
JONES CABLE HOLDINGS, INC.
c/o Jones Intercable, Inc.
9697 E. Mineral Avenue
Englewood, CO 80155
Attn: Mr. Robert W. Hampton
RE: ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 1, 1995 (AS AMENDED FROM TIME
TO TIME, THE "EXCHANGE AGREEMENT") BETWEEN JONES INTERCABLE, INC., AS
ASSIGNED TO JONES CABLE HOLDINGS, INC. ("JCH"), AND TIME WARNER
ENTERTAINMENT COMPANY, L.P. "TWE")
Dear Bob:
This letter shall amend the terms and conditions of the Exchange
Agreement to the extent set forth below. Unless otherwise defined herein,
capitalized terms shall have the meanings assigned to them in the Exchange
Agreement.
Notwithstanding any term or condition to the contrary contained in the
Exchange Agreement, JCH and TWE agree as follows:
1. The Jones Systems shall not include the cable television
system serving Manitowoc, Wisconsin (the "Manitowoc System"),
and all references to the Manitowoc System are hereby deleted
from the Exchange Agreement and the exhibits and schedules
thereto.
2. Without limiting the generality of the foregoing, Section 1.4.1
of the Exchange Agreement is hereby amended by deleting the
reference to "Manitowoc $19.86" and Section 2.8.4 is hereby
amended by deleting part (ii)(A) in its entirety and deleting
part (ii)(u) in its entirety.
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Jones Cable Holdings, Inc.
April 3, 1996
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3. Section 2.5 of the Exchange Agreement is hereby deleted in its
entirety and replaced with the following:
2.5 Cash Purchase Price. Jones will pay to TWE,
by wire transfer of immediately available funds, to such
account or accounts as are designated in writing by TWE to
Jones, the sum of $11,735,666 (the "Cash Purchase Price"),
reflecting the agreed-upon difference in fair market value
between the Jones Assets and the TWE Assets.
4. Section 6.1.9 of the Exchange Agreement is hereby deleted in
its entirety and replaced with the following:
6.1.9 Minimum Equivalent Billing Units. The number
of Equivalent Billing Units served by the Jones Systems shall
not be less than 62,210 as of the Closing Date.
The Exchange Agreement shall continue in full force and effect as
written except as amended herein. To the extent that any terms or provisions
of the Exchange Agreement are inconsistent with the amendments set forth
herein, such terms and provisions shall be deemed superseded hereby.
This letter may be executed in multiple counterparts all of which
together shall be deemed one and the same instrument.
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Jones Cable Holdings, Inc.
April 3, 1996
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Please indicate your agreement to the foregoing by executing below and
by returning a signed copy to the undersigned.
Sincerely yours,
TIME WARNER ENTERTAINMENT COMPANY, L.P., A
DELAWARE LIMITED PARTNERSHIP
By: American Television and Communications, its
general partner
By: /s/ David E. O'Hayre
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Name:
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Title:
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The foregoing is hereby agreed to and accepted as of April 3,
1996.
JONES CABLE HOLDINGS, INC.
By: /s/ James B. O'Brien
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Name: James B. O'Brien
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Title: President
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