<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1997.
Registration Statement No. ________
================================================================================
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]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class maximum maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit(1) price(1) registration fee(1)
- -------------------- ------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Class A Common 3,217,273 $12.91 $41,534,994.43 $12,586.36
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 November 7, 1997.
_______________
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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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 NOVEMBER 13, 1997
PROSPECTUS
3,217,273 SHARES
JONES INTERCABLE, INC.
CLASS A COMMON STOCK
This Prospectus relates to 3,217,273 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. Mr. Jones currently
controls the election of a majority of the Company's Board of Directors and he
has voting power over approximately 37 percent of votes to be cast by all
shareholders on matters not requiring a class vote. Through his continued
ownership of approximately 57 percent of the Company's outstanding Common Stock,
which has preferential voting rights over the Company's Class A Common Stock,
Mr. Jones will continue to control the election of a majority of the Company's
Board of Directors and he will have voting power over approximately 33 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
November 7, 1997, the quoted closing sales price of the Company's Class A
Common Stock was $13.00 per share. 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 $31,600.
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 ___________, 1997.
<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, Judiciary Plaza, Washington,
D.C. 20549, and at the following regional offices of the Commission: Seven
World Trade Center, New York, New York 10048, and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of any such materials may be obtained
from the public reference section of the Commission at its Washington, D.C.
address upon payment of the prescribed fees. The Commission also maintains a
World Wide Web site that contains reports, proxy statements and information
statements of registrants (including the Company) that file electronically with
the Commission at http://www.sec.gov.
The Company intends to furnish to holders of the Class A Common Stock
annual reports containing audited financial statements and a report of
independent certified public accountants. The Company will make available
quarterly reports for each of the first three quarters of each fiscal year
containing unaudited summary financial information.
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 calendar year ended December 31, 1996, (ii) the
-2-
<PAGE>
Company's Quarterly Reports on Form 10-Q for the calendar quarters ended March
31, 1997, June 30, 1997 and September 30, 1997, (iii) the Company's Current
Report on Form 8-K dated January 31, 1997, (iv) the Company's Current Report on
Form 8-K dated March 21, 1997, (v) the Company's Form 8-K/A No. 1 to its Current
Report on Form 8-K dated January 31, 1997, (vi) the Company's Current Report on
Form 8-K dated April 15, 1997, (vii) the Company's Current Report on Form 8-K
dated June 11, 1997, (viii) the Company's Current Report on Form 8-K dated June
30, 1997, (ix) the Company's Form 8-K/A No. 1 to its Current Report on Form 8-K
dated April 15, 1997, (x) the Company's Current Report on Form 8-K dated July
15, 1997, (xi) the Company's Current Reports on Form 8-K dated August 1, 1997,
(xii) the Company's Current Report on Form 8-K dated August 20, 1997 and (vi)
the Company's Annual Meeting Proxy Statement dated September 22, 1997.
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 80155-3309, (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 majority of the
Company's cable television systems are owned by the Company's wholly owned
subsidiaries, Jones Cable Holdings, Inc. ("JCH") and Jones Cable Holdings II,
Inc. ("JCH II"). In addition, the Company operates cable television systems for
its managed partnerships. The Company has a subsidiary engaged in the cable
television system brokerage business and a subsidiary that manufactures and
markets data encryption products. Over the last several years, the Company has
taken significant steps to simplify its corporate structure. This process has
included the sale of cable television systems owned by certain managed
partnerships to either the Company or to third parties and the divestiture of
certain of the Company's non-strategic assets. At September 30, 1997, the
Company had a total of 3,538 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 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
-3-
<PAGE>
cable television systems, the Company is one of the largest cable television
operators in the United States. As of September 30, 1997, the Company owned or
managed 39 cable television systems serving a total of approximately 1,400,000
basic subscribers in 17 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 the number
of owned subscribers clustered in attractive demographic areas and increasing
penetration and revenues per subscriber by targeted marketing, superior customer
service and the maintenance of high technical standards. The Company has
deployed fiber optic cable wherever practical in its 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.
The Company intends to grow by implementing a balanced strategy of
acquiring cable television systems from its managed partnerships and from third
parties. As part of this process, certain systems owned by the Company and its
managed partnerships will be sold to third parties and Company-owned systems
will be exchanged for systems owned by other cable system operators. It is the
Company's plan to cluster its cable television properties on the basis of
operating characteristics and/or geographic areas. Clustering systems should
enable the Company to obtain operating efficiencies, and it should position the
Company to capitalize on new revenue and business opportunities as the
telecommunications industry evolves. 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. The Company
also intends to institute new services as they are developed and become
economically viable. Acquisitions and capital expenditures are subject to the
availability of cash generated from operations and debt and equity financing.
Within the past several years, the cable television industry has seen much
change. The Company believes that the nature of the cable television business
is evolving from the traditional coaxial network delivering only video
entertainment to a more sophisticated, digital platform environment where cable
systems may 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 reevaluate their system architecture
and upgrade their cable plants in order to take advantage of new opportunities.
In response to these changes, the Company has decided to cluster its systems on
the basis of operating characteristics and/or geographic areas to achieve
economies of scale and reasonable returns on the investments made. The Company
is also being affected by the entry into the marketplace of local telephone
companies that, as a result of the passage of recent legislation, now have the
ability to provide telephone and video services in direct competition with the
Company. This direct competition with local telephone companies is an
additional consideration in the ongoing evaluation by the Company of its
position in this changing marketplace. The Company intends, where possible, to
pursue these new technological opportunities as
-4-
<PAGE>
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.
Jones International, Ltd. ("International") beneficially owns approximately
48% of the Common Stock of the Company and approximately 7% of the Class A
Common Stock of the Company. Glenn R. Jones, the Chairman of the Board of
Directors and Chief Executive Officer of the Company, personally owns
approximately 9% of the Company's Common Stock and approximately 1% of the
Company's Class A Common Stock. Because of his 100% ownership of International,
Mr. Jones is deemed to be the beneficial owner of all shares of the Company
owned by International, and his direct and indirect stock ownership gives him
voting power over approximately 37% of votes to be cast by all shareholders of
the Company on matters not requiring a class vote. BCI Telecom Holding Inc.
("BCITH"), formerly known as Bell Canada International Inc., owns approximately
36% of the Company's Class A Common Stock and, through such ownership, BCITH has
an approximate 31% economic interest in the Company. Mr. Jones has the right to
designate seven members of the Board of Directors, BCITH has the right to
designate three members of the Board of Directors and three members of the Board
of Directors are jointly designated by Mr. Jones and BCITH. In addition, BCITH
holds an option to purchase 2,878,151 shares of Common Stock of the Company from
International, Glenn R. Jones and certain of their affiliates which, if and when
exercised, would enable BCITH to elect a majority of the members of the Board of
Directors of the Company.
-5-
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Dollars in thousands, except ratios
<TABLE>
<CAPTION>
Year Ended December 31, Nine Months
----------------------------------------------------- Ended
1992 1993 1994 1995 1996 September 30, 1997
--------- --------- --------- --------- --------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax Income (Loss)............................... $(33,855) $(48,847) $(8,691) $(21,716) $(62,660) $(24,042)
Adjustments:
Interest expense............................. 38,112 40,780 36,883 49,552 67,782 65,308
Equity in losses of affiliates............... 3,997 3,817 3,707 58 3,473 3,562
-------- -------- ------- -------- -------- --------
Total............................................... $ 8,254 $ (4,250) $31,899 $ 27,894 $ 8,595 $ 44,828
======== ======== ======= ======== ======== ========
Interest Expense.................................... $ 38,112 $ 40,780 $36,883 $ 49,552 $ 67,782 $ 65,308
======== ======== ======= ======== ======== ========
Ratio of Earnings to Fixed Charges(1)............... -- -- -- -- -- --
Coverage deficiency................................. $(29,858) $(45,030) $(4,984) $(21,658) $(59,187) $(20,480)
</TABLE>
________________
(1) The ratio of earnings to fixed charges has been computed by dividing the
sum of (a) pre-tax income, excluding the losses of affiliated entities, and
(b) interest expense, by net interest expense.
-6-
<PAGE>
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 $31,600.
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
$500,000,000. Although that registration statement has not yet been declared
effective, the Company 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
-7-
<PAGE>
following table sets forth for the first, second and third quarterly periods of
the calendar year ending December 31, 1997 and for each quarterly period of the
calendar years ended December 31, 1996 and 1995 the high and low reported
closing prices of the Company's Class A Common Stock as reported by NASDAQ.
Period High Low
------ ---- ---
1997 First Quarter................................ 11 9 1/8
Second Quarter............................... 13 3/8 8 1/4
Third Quarter................................ 13 11/16 10 1/2
Period High Low
------ ---- ---
1996 First Quarter................................ 15 11 7/8
Second Quarter............................... 14 5/8 13 1/8
Third Quarter................................ 14 11 3/8
Fourth Quarter............................... 13 7/8 10 1/8
Period High Low
------ ---- ---
1995 First Quarter................................ 17 1/2 12
Second Quarter............................... 16 1/2 12 7/8
Third Quarter................................ 15 1/2 13 3/8
Fourth Quarter............................... 14 13 1/4
On November 7, 1997, the quoted closing sales price of the Company's Class A
Common Stock as reported on the NASDAQ National Market System was $13.00 per
share. At September 30, 1997, the Class A Common Stock of the Company was held
of record by 1,379 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
September 30, 1997, and 60,000,000 shares of Class A Common Stock, $.01 par
value per share, of which 35,544,523 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
-8-
<PAGE>
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 September 30, 1997, the outstanding shares of Class A Common Stock
constituted approximately 87 percent of the total outstanding shares of capital
stock of the Company but cast only 41 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
13 percent of the outstanding capital stock of the Company, but cast
approximately 59 percent of the votes to be cast by shareholders of the Company
in connection with such matters.
SELLING SHAREHOLDERS
The 3,217,273 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 9.1 percent of the outstanding Class A Common Stock of the Company
at September 30, 1997. 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 3,217,273 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, 3,217,273 shares of the Company's Class A Common Stock,
or 9.1 percent of the outstanding Class A Common Stock of the Company as of
September 30, 1997. Of this amount, 542,812 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
-9-
<PAGE>
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 57
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 33 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
BCITH. 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 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.
-10-
<PAGE>
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
included in the Company's Annual Report on Form 10-K for the calendar year ended
December 31, 1996, and the historical financial statements filed by the Company
with the Current Report on Form 8-K dated August 1, 1997, which are incorporated
herein by reference, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated herein by reference upon the authority of said firm as experts in
giving said reports.
The historical financial statements of Maryland Cable Partners, L.P. as of
December 31, 1996 and 1995, and the related statements of operations, partners'
capital, and cash flows for years then ended, filed by the Company with the Form
8-K/A No. 1 to its Current Report on Form 8-K dated January 31, 1997, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
-11-
<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.................................... $12,586.36
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....................................... *$31,586.36
_______________
*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) previously have been filed, or (ii)
have been incorporated by reference from documents already on file with the
Securities and Exchange Commission, or (iii) are being filed as part of this
electronic transmission.
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)
23.3 Consent of KPMG Peat Marwick LLP. (4)
24.1 Power of Attorney. (included on the signature page of the
Registration Statement)
_______________
(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, 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 and to Exhibit 3.3 to the Company's Annual
Report on SEC Form 10-K for the Company's calendar year ended December 31,
1996.
(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-2
<PAGE>
(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. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the Registration Statement ;
(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 undertakings is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission 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.
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 3rd
day of November, 1997.
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 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 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.
SIGNATURE TITLE DATE
/s/ Glenn R. Jones Chairman of the Board and November 3, 1997
- -----------------------------
(Glenn R. Jones) Chief Executive Officer
(Principal Executive
Officer)
/s/ Kevin P. Coyle Group Vice November 3, 1997
- -----------------------------
(Kevin P. Coyle) President/Finance
(Principal Financial
Officer)
/s/ Larry W. Kaschinske Vice President/Controller November 3, 1997
- -----------------------------
(Larry W. Kaschinske) (Principal Accounting
Officer)
/s/ James B. O'Brien President and Director November 3, 1997
- -----------------------------
(James B. O'Brien)
Director
- -----------------------------
(Derek H. Burney)
II-4
<PAGE>
/s/ Robert E. Cole Director November 3, 1997
- ----------------------------------
(Robert E. Cole)
/s/ William E. Frenzel Director November 3, 1997
- ----------------------------------
(William E. Frenzel)
Director
- ----------------------------------
(Donald L. Jacobs)
/s/ Robert Kearney Director November 3, 1997
- ----------------------------------
(Robert Kearney)
/s/ James J. Krejci Director November 3, 1997
- ----------------------------------
(James J. Krejci)
/s/ Raphael M. Solot Director November 3, 1997
- ----------------------------------
(Raphael M. Solot)
/s/ Howard O. Thrall Director November 3, 1997
- ----------------------------------
(Howard O. Thrall)
/s/ Siim A. Vanaselja Director November 3, 1997
- ----------------------------------
(Siim A. Vanaselja)
/s/ Sanford Zisman Director November 3, 1997
- ----------------------------------
(Sanford Zisman)
/s/ Robert B. Zoellick Director November 3, 1997
- ----------------------------------
(Robert B. Zoellick)
(32817)
II-5
<PAGE>
EXHIBIT 5.1
November 13, 1997
Jones Intercable, Inc.
9697 E. Mineral Avenue
Englewood, CO 80112
Re: Jones Intercable, Inc.
Registration Statement on Form S-3
Relating to 3,217,273 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 3,217,273 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 (the "Commission") on or about
November 13, 1997.
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.
November 13, 1997
Page Two
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 Steele
------------------------------
Elizabeth M. Steele
Vice President/General Counsel
and Secretary
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We consent to the reference to our firm under the caption "Experts" in
the Prospectus to be filed on or about November 13, 1997 as part of the
Registration Statement on Form S-3 of Jones Intercable, Inc. (the "Company"),
and to the incorporation by reference therein of our report dated February 14,
1997 with respect to the consolidated financial statements of the Company and
its subsidiaries included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, our report dated August 1, 1997 with respect to
the historical financial statements of the Albuquerque System filed with the
Company's Current Report on Form 8-K dated August 1, 1997 and our report dated
March 7, 1997 with respect to the historical financial statements of Jones
Intercable Investors L.P., filed with the Company's Current Report on Form 8-K
dated August 1, 1997, all filed with the Securities and Exchange Commission
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Denver, Colorado
November 13, 1997
<PAGE>
EXHIBIT 23.3
------------
ACCOUNTANTS' CONSENT
--------------------
The Board of Directors
Jones Intercable, Inc.
We consent to the incorporation by reference of our report dated April 4, 1997,
with respect to the balance sheets of Maryland Cable Partners, L.P. as of
December 31, 1996 and 1995, and the related statements of operations, partners'
capital, and cash flows for each of the years then ended, which report appears
in the Form 8-K/A No. 1 to its Current Report on Form 8-K dated January 31, 1997
of Jones Intercable, Inc., and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
McLean, Virginia
November 12, 1997
