<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]
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED(1) REGISTERED(2)(3) PER UNIT(3)(4) PRICE(3)(4) FEE(5)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities,
Senior Subordinated
Debt Securities,
Subordinated Debt
Securities and Class A
Common Stock, $.01 par
value................ $500,000,000 $151,515.15
</TABLE>
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- -------------------------------------------------------------------------------
(1) Such indeterminate principal amount of Senior Debt Securities, Senior
Subordinated Debt Securities and Subordinated Debt Securities as may from
time to time be issued at indeterminate prices and such indeterminate
number of shares of Class A Common Stock as may from time to time be
issued at indeterminate prices. Includes such indeterminate amount of
securities as may be issued in exchange for, or upon conversion of, as the
case may be, the securities registered hereunder. In addition, any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) 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 hereby exceed $500,000,000,
or the equivalent thereof in one or more foreign currencies.
(3) Pursuant to General Instruction II.D. of Form S-3 under the Securities
Act, the Calculation of Registration Fee Table does not specify by each
class of securities to be registered pursuant hereto the amount to be
registered, the proposed maximum offering price per unit or the proposed
maximum aggregate offering price.
(4) The proposed maximum offering price per unit will be determined from time
to time by the Registrant in connection with and at the time of the
issuance by the Registrant of the securities registered hereunder.
(5) Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(o) of the Securities Act.
---------------
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
[LOGO OF JONES INTERCABLE APPEARS HERE]
SENIOR DEBT SECURITIES, SENIOR SUBORDINATED DEBT SECURITIES,
SUBORDINATED DEBT SECURITIES AND CLASS A COMMON STOCK
-----------
Jones Intercable, Inc. (the "Company") may offer from time to time (i)
debentures, notes and/or other unsecured evidences of indebtedness consisting
of senior debt securities ("Senior Debt Securities"), senior subordinated debt
securities ("Senior Subordinated Debt Securities") and subordinated debt
securities ("Subordinated Debt Securities") in one or more series
(collectively, the "Debt Securities") or (ii) shares of its Class A Common
Stock, par value $.01 per share (the "Class A Common Stock"), or any
combination of the foregoing, having an aggregate initial public offering price
not to exceed U.S. $500,000,000 or the equivalent thereof in one or more
foreign currencies at prices and on terms to be determined at or prior to the
time of sale. The Debt Securities may be issued as convertible Debt Securities
convertible into shares of the Class A Common Stock or into other securities.
The Debt Securities and the Class A Common Stock are collectively referred to
as the "Securities."
Specific terms of the Securities in respect of which this Prospectus is being
delivered will be set forth in an accompanying prospectus supplement (a
"Prospectus Supplement"), together with the terms of the offering of the
Securities, the initial offering price and the net proceeds to the Company from
the sale thereof. The Prospectus Supplement will set forth, among other
matters, the following with respect to the particular Securities: (i) in the
case of Debt Securities, the specific designation, aggregate principal amount,
ranking as senior debt, senior subordinated debt or subordinated debt,
authorized denominations, maturity, rate or method of calculation of interest
and dates for payment thereof, any conversion, redemption, prepayment or
sinking fund provisions, and the currency, currencies or currency units in
which principal, premium, if any, or interest, if any, is payable and (ii) in
the case of the Class A Common Stock, the number of shares and the terms of the
offering and sale thereof. The Prospectus Supplement will also contain
information, as applicable, about certain United States federal income tax
considerations relating to the Securities in respect of which this Prospectus
is being delivered.
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. Any
Class A Common Stock offered will be listed, subject to notice of issuance, on
such exchange. See "Price Range of Class A Common Stock."
The Company may sell Securities directly to purchasers or through agents or
dealers designated from time to time by the Company or to or through
underwriters. If any agents, dealers or underwriters are involved in the sales
of Securities in respect of which this Prospectus is being delivered, the names
of such agents, dealers or underwriters and any applicable commissions or
discounts will be set forth in the accompanying Prospectus Supplement. The net
proceeds to the Company from the sale of the Securities will be set forth in
the Prospectus Supplement.
-----------
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.
-----------
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
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") relating
to the Securities under the Securities Act of 1933, as amended (the
"Securities Act"). 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 Securities and the Company, reference is made to
the Registration Statement.
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 Securities 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 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 Reports on Form 8-K dated August 20, 1997 and
(xiii) 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 Securities
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the
2
<PAGE>
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 3,536 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 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
3
<PAGE>
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. The capital resources to accomplish these
strategies are expected to be provided, in part, by the net proceeds to the
Company from the sale of the Securities.
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 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.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------- NINE MONTHS ENDED
1992 1993 1994 1995 1996 SEPTEMBER 30, 1997
-------- -------- ------- -------- -------- ------------------
(IN THOUSANDS, EXCEPT RATIOS)
<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 losses of affiliated entities, and
(b) interest expense, by net interest expenses.
4
<PAGE>
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement relating to a
specific offering of Securities, the net proceeds from the sale of the
Securities will be added to the general funds of the Company and will be used
for general corporate purposes, which may include acquisitions of cable
television systems from managed partnerships and/or from unaffiliated parties,
refinancings of indebtedness, working capital, capital expenditures, and
repurchases and redemptions of securities.
CONCURRENT OFFERING
The Company has filed a registration statement under the Securitites Act for
the offering, from time to time, of 3,217,273 shares of its Class A Common
Stock held by various affiliates of the Company. Although this 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 of the Company
by such affiliates may be made from time to time concurrently with the
offering made by this Prospectus. The Company will receive none of the
proceeds of this 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 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 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.
<TABLE>
<CAPTION>
PERIOD HIGH LOW
------ -------- ------
<C> <S> <C> <C>
1997 First Quarter....................................... 11 9 1/8
Second Quarter...................................... 13 3/8 8 1/4
Third Quarter....................................... 13 11/16 10 1/2
<CAPTION>
PERIOD HIGH LOW
------ -------- ------
<C> <S> <C> <C>
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
<CAPTION>
PERIOD HIGH LOW
------ -------- ------
<C> <S> <C> <C>
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
</TABLE>
5
<PAGE>
If shares of the Company's Class A Common Stock are being offered, a recent
last sale price of the Class A Common Stock will be set forth on the cover
page of the Prospectus Supplement.
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 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.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
and any variations from such general terms and provisions applicable to the
Debt Securities so offered will be described in the Prospectus Supplement
relating to such Debt Securities.
The Debt Securities will be general unsecured obligations of the Company.
The Senior Debt Securities will be senior to all subordinated indebtedness of
the Company, including any Senior Subordinated Debt Securities and
Subordinated Debt Securities and pari passu with other senior unsecured
indebtedness of the Company. The Senior Subordinated Debt Securities will be
subordinate in right of payment to any Senior Debt Securities and to certain
other debt obligations of the Company that may be outstanding from time to
time, pari passu with certain other senior subordinated indebtedness of the
Company that may be outstanding from time to time and senior to certain
subordinated indebtedness of the Company that may be outstanding from time to
time, including any
6
<PAGE>
Subordinated Debt Securities. The Subordinated Debt Securities will be
subordinate in right of payment to any Senior Debt Securities and Senior
Subordinated Debt Securities and to certain other debt obligations of the
Company that may be outstanding from time to time and pari passu with certain
other subordinated indebtedness of the Company that may be outstanding from
time to time.
The particular terms of each series of Debt Securities offered by a
particular Prospectus Supplement will be described therein. Senior Debt
Securities, Senior Subordinated Debt Securities and Subordinated Debt
Securities will each be issued under a separate indenture (individually an
"Indenture" and collectively the "Indentures") to be entered into prior to the
issuance of such Debt Securities. The Indentures will be substantially
identical except for provisions relating to subordination. There may be a
separate trustee (individually a "Trustee" and collectively the "Trustees")
under each Indenture. It is anticipated that the Senior Debt Securities will
be issued under an Indenture to be executed by the Company and U.S. Trust
Company of California, N.A., as Trustee (the "Senior Indenture"). It is
anticipated that the Senior Subordinated Debt Securities will be issued under
an Indenture to be executed by the Company and First Trust National
Association, as Trustee (the "Senior Subordinated Indenture"). It is
anticipated that the Subordinated Debt Securities will be issued under an
Indenture to be executed by the Company and Norwest Bank Colorado, N.A., as
Trustee (the "Subordinated Indenture"). Specific information regarding a
Trustee under an Indenture will be included in any Prospectus Supplement
relating to the Debt Securities issued thereunder.
The following discussion includes a summary description of all material
terms of the Indentures, other than terms that are specific to a particular
series of Debt Securities and which will be described in the Prospectus
Supplement relating to such series. The following summaries do not purport to
be complete and are subject, and are qualified in their entirety by reference
to, all of the provisions of the Indentures, including the definitions therein
of certain terms capitalized in this Prospectus. Wherever particular sections
or articles or defined terms of the Indentures are referred to herein or in a
Prospectus Supplement, such sections or articles or defined terms are
incorporated herein or therein by reference.
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series of Debt Securities offered by any
Prospectus Supplement or Prospectus Supplements will be described in such
Prospectus Supplement or Prospectus Supplements relating to such series.
GENERAL
The Indentures will not limit the aggregate principal amount of debentures,
notes or other evidences of indebtedness which may be issued thereunder and
Debt Securities may be issued thereunder in one or more series, in such form
or forms, with such terms and up to the aggregate principal amount authorized
from time to time by the Company.
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities: (1) the designation (including whether they are Senior
Debt Securities, Senior Subordinated Debt Securities or Subordinated Debt
Securities, whether such Debt Securities are convertible and, if convertible,
into what securities the Debt Securities are convertible), aggregate principal
amount and authorized denominations of the Debt Securities; (2) the percentage
of their principal amount at which such Debt Securities will be issued; (3)
the date or dates on which the Debt Securities will mature or the method of
determination thereof; (4) the rate or rates (which may be fixed or variable)
at which the Debt Securities will bear interest, if any, or the method by
which such rate or rates shall be determined, reset features of the rates, if
any, and the date or dates from which such interest will accrue or the method
by which such date or dates shall be determined; (5) the dates on which any
such interest will be payable and the regular record dates for such interest
payment dates; (6) any mandatory or optional sinking fund or purchase fund or
analogous provisions; (7) if applicable, the date after which and the price or
prices at which the Debt Securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed at the option of the Company or of the
holder thereof and the other detailed terms and provisions of such optional or
mandatory redemption; (8) if applicable, the terms and conditions upon which
the Debt Securities may be convertible or exchangeable into or exercisable for
other securities (including shares of a class of capital stock of the Company
or any other issuer), including the initial conversion rate, the conversion
period and any other provision in addition to or in lieu of those described
herein; (9) whether such Debt Securities shall
7
<PAGE>
be subject to defeasance and, if so, the terms thereof; (10) any Events of
Default provided with respect to the Debt Securities that are in addition to
or different from those described herein; and (11) any other terms of the Debt
Securities.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of (and premium, if any) and interest on the Debt Securities
will be payable, and the Debt Securities will be exchangeable and transfers
thereof will be registrable, at the Corporate Trust Office of the Trustee,
provided that at the option of the Company, payment of any interest may be
made by check mailed to the address of the person entitled thereto as it
appears in the Security Register.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 or any integral multiple thereof. No
service charge will be made for any registration of transfer or exchange of
the Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Debt Securities may be issued under the Indenture as original issue discount
securities to be offered and sold at a discount from the principal amount
thereof. Special federal income tax, accounting and other considerations
applicable to any such original issue discount securities will be described in
the Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities, the covenants applicable to the Debt
Securities would not necessarily afford holders protection in the event of a
highly leveraged or other transaction involving the Company or in the event of
a material adverse change in the Company's financial condition or results of
operation. Unless otherwise indicated in the Prospectus Supplement relating to
a particular series of Debt Securities, the Debt Securities do not contain any
other provisions that are designed to afford protection in the event of a
highly leveraged transaction involving the Company.
SUBORDINATION
The payment of the principal of (and premium, if any) and interest on the
Subordinated Debt Securities is expressly subordinated, to the extent and in
the manner set forth in any Prospectus Supplement and the Subordinated
Indenture, in right of payment to the prior payment in full of all present and
future Senior Indebtedness (including any Senior Debt Securities and Senior
Subordinated Debt Securities then outstanding) of the Company. Senior
Indebtedness is defined in the Subordinated Indenture as: (1) any indebtedness
of the Company (i) for borrowed money or (ii) evidenced by a note, debenture
or similar instrument (including obligations incurred under leases which are
or may be capitalized under generally accepted accounting principles and
purchase money obligations) given in connection with the acquisition of any
property or assets, including the purchase of cable television systems and
securities, (2) any indebtedness of others described in the preceding clause
(1) for which the Company is responsible or liable as guarantor or otherwise,
(3) any indebtedness now outstanding or hereafter incurred by the Company in
connection with an acquisition by the Company or a subsidiary of the stock or
substantially all of the assets of another person or a merger or consolidation
to which the Company or a subsidiary is a party, for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise, and (4)
all deferrals, renewals, extensions and refundings of any such indebtedness or
obligations, other than (a) indebtedness as to which, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding,
it is provided that such indebtedness is subordinate in right of payment to
all other indebtedness of the Company or is not superior in right of payment
to the Subordinated Debt Securities or to other indebtedness which is pari
passu with or subordinate to the Subordinated Debt Securities, and (b)
indebtedness of the Company to a subsidiary for money borrowed or advanced.
The Company has outstanding the 10.5 percent Senior Subordinated Debentures
due 2008, the 9 5/8 percent Senior Notes due 2002 and the 8 7/8 percent Senior
Notes due 2007, only the latter two of which constitute Senior Indebtedness.
At September 30, 1997, approximately $938,160 of Senior Indebtedness was
outstanding.
The Company's main sources of capital consist of cash generated from
operations and borrowings available under two revolving credit facilities, one
for JCH and one for JCH II. Each revolving credit facility has maximum
available borrowings of $600 million.
8
<PAGE>
The $600 million JCH revolving credit facility is a reducing revolving
credit facility. The entire $600 million commitment is available through March
31, 1999, at which time the commitment will be reduced quarterly with a final
maturity date of December 31, 2004. The balance outstanding on JCH's revolving
credit facility at September 30, 1997 was 351,000,000.
The $600 million JCH II Revolving Credit Facility consists of a $300 million
reducing revolving credit facility and a $300 million 364 day revolving credit
facility. The reducing revolving credit facility allows for borrowings through
the final maturity date of December 31, 2005. The maximum amount available
reduces quarterly beginning March 31, 2000 through the final maturity date of
December 31, 2005. The 364 day revolving credit facility allows for borrowings
through October 27, 1998, at which time any outstanding borrowings convert to
a term loan payable in semi-annual installments commencing June 30, 2001 with
a final maturity date of December 31, 2005. The balance outstanding on the JCH
II Revolving Credit Facility at September 30, 1997 was $134,000,000. This
amount was borrowed under the reducing revolving credit facility.
The cable television assets that belong to JCH or JCH II will not be
available to satisfy claims of the holders of the Debt Securities.
The payment of the principal of (and premium, if any) and interest on the
Senior Subordinated Debt Securities is expressly subordinated, to the extent
and in the manner set forth in any Prospectus Supplement and the Senior
Subordinated Indenture, in right of payment to the prior payment in full of
all present and future Senior Indebtedness (including any Senior Debt
Securities then outstanding) of the Company. Senior Indebtedness is defined in
the Senior Subordinated Indenture as set forth in clauses (1), (2), (3) and
(4) above from the Subordinated Indenture; provided, however, that it excludes
only indebtedness that is subordinate in right of payment to any other
indebtedness of the Company and indebtedness of the Company to a subsidiary
for money borrowed or advanced. The Senior Subordinated Debt Securities will
rank senior to the Company's outstanding issues of subordinated indebtedness.
The extent to which the Company may incur Senior Indebtedness and
limitations thereon, if any, are set forth in the accompanying Prospectus
Supplement. If Debt Securities are being offered, the aggregate principal
amount of Senior Indebtedness outstanding as of a recent date will be set
forth in the accompanying Prospectus Supplement.
Upon any payment or distribution of assets of the Company to creditors upon
any dissolution, winding up, total or partial liquidation or reorganization,
whether voluntary or involuntary, or in bankruptcy, insolvency or receivership
or upon an assignment for the benefit of creditors or any other marshalling of
the assets and liabilities of the Company or otherwise, all principal of,
premium, if any, and interest due on all Senior Indebtedness (including any
outstanding Senior Debt Securities) must be paid in full before the holders of
the Senior Subordinated Debt Securities or the Subordinated Debt Securities
are entitled to receive or retain any payment thereon, and principal of,
premium, if any, and interest on the Senior Subordinated Securities must be
paid in full before the holders of the Subordinated Debt Securities are
entitled to receive or retain any payment thereon. Subject to the payment in
full of all Senior Indebtedness, the holders of the Senior Subordinated Debt
Securities or the Subordinated Debt Securities will be subrogated to the
rights of the holders of Senior Indebtedness (as respectively defined in the
Senior Subordinated Indenture and the Subordinated Indenture) to receive
payments or distributions of assets of the Company applicable to Senior
Indebtedness until the Senior Subordinated Debt Securities or Subordinated
Debt Securities are paid in full.
CONVERSION RIGHTS
The terms, if any, on which Debt Securities may be exchanged for or
converted (mandatorily or otherwise) into shares of Class A Common Stock of
the Company or into other securities of the Company or into shares of another
corporation will be set forth in the Prospectus Supplement relating thereto.
See "Description of Capital Stock."
9
<PAGE>
EVENTS OF DEFAULT, NOTICE AND WAIVER
An Event of Default will be defined in the Indentures with respect to Debt
Securities of any series issued thereunder as a default in payment of
principal or premium, if any, at maturity or upon redemption; a default in
payment of interest subject to applicable grace periods; a failure by the
Company for 60 days after notice to perform any other of the covenants or
agreements in the Indentures; certain events of bankruptcy, insolvency or
reorganization of the Company or any significant subsidiary; or any other
event of default provided with respect to Debt Securities of that series.
Each Indenture will provide that, if an Event of Default shall have occurred
and be continuing, either the Trustee or the holders of 25% in principal
amount of the Debt Securities of such series then outstanding may declare the
principal of all the Debt Securities of such series to be due and payable
immediately, but upon certain conditions such declaration may be annulled and
past defaults may be waived by the holders of a majority in principal amount
of the Debt Securities of such series then outstanding. The holders of a
majority in principal amount of the Debt Securities of such series then
outstanding may also waive any default (except a default in payment of
principal or interest on the Debt Securities of such series) prior to such
declaration.
Each Indenture will require the Company to file a certificate specifying a
default immediately upon becoming aware of such default, and to file annually
with the Trustee a certificate either stating the absence of any default or
specifying any default that exists. Each Indenture will provide that the
Trustee shall, within 90 days after the occurrence of a default, give the
holders of Debt Securities of any series notice of all uncured and unwaived
defaults known to it; provided that, except in the case of default in the
payment of principal or interest on any of the Debt Securities of such series
or the making of any sinking fund payment, the Trustee will be protected in
withholding such notice if the Trustee in good faith determines that the
withholding of such notice is in the interest of such holders. The term
"default" for the purpose of this provision means the occurrence of any of the
Events of Default specified above, excluding any grace periods and
irrespective of the giving of notice.
Each Indenture will contain provisions entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care,
to be indemnified by the holders of Debt Securities of any series before
proceeding to exercise any right or power under the Indenture at the request
of such holders. Each Indenture provides that the holders of a majority in
principal amount of the Debt Securities of such series then outstanding may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, provided that the Trustee may decline to act if such direction is
contrary to law or if the Trustee determines in good faith that the proceeding
so directed would be illegal, would involve it in personal liability or would
be unduly prejudicial to other holders of Debt Securities of such series. Each
Indenture also will restrict the right of holders of Debt Securities of such
series to initiate any suit or proceeding by requiring prior written request
to the Trustee of holders of at least 25% in principal amount of the Debt
Securities of such series.
Reference is made to the Prospectus Supplement relating to any series of
Debt Securities that are original issue discount securities for the particular
provision relating to acceleration of the maturity of a portion of the
principal amount of such original issue discount securities upon the
occurrence of an Event of Default and the continuation thereof.
MERGER OR SALES OF ASSETS
Each Indenture will provide that the Company may merge with another
corporation if the Company is the surviving corporation, or may consolidate
with or merge into another corporation or sell or lease all or substantially
all of its assets to another corporation if (i) immediately after such
transaction no default or event of default under the Indenture shall have
occurred or be continuing, (ii) the resulting, surviving or transferee
corporation is organized and existing under the laws of a state of the United
States or the District of Columbia and (iii) such corporation agrees to pay
promptly when due the principal of and interest on the Debt Securities and
agrees to assume, perform and observe all the covenants and conditions of the
Indenture.
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<PAGE>
MODIFICATION OF THE INDENTURES
The Company and the Trustee, with the consent of the holders of not less
than a majority of the aggregate principal amount of the Debt Securities of
any series affected at the time outstanding, may execute supplemental
indentures adding, changing or eliminating stated provisions of the Indentures
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Debt Securities; however, no such supplemental indenture may
(i) extend the stated maturity of any Debt Securities, reduce the rate or
extend the time of payment of interest thereon, reduce the principal amount
thereof, or impair the right to institute suit for the enforcement of any such
payment on or after the stated maturity thereof (or, in the case of
redemption, on or after the redemption date) without the consent of each
holder of the Debt Securities of such series so affected, (ii) reduce the
aforesaid percentage of any of the Debt Securities, the consent of the holders
of which is required for any such supplemental indenture, without the consent
of the holders of all the Debt Securities of such series then outstanding,
(iii) modify any of the provisions concerning modification of the Indentures
except to increase any such percentage or to provide that certain other
provisions of the Indentures cannot be modified or waived without the consent
of each holder of the Debt Securities of such series so affected, or (iv)
change the terms on which any Debt Securities are convertible or exchangeable
into or exercisable for shares of a class of capital stock of the Company or
any other issuer.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE
Each Indenture may be discharged upon payment of the principal of (and
premium, if any) and interest, if any, on all the Debt Securities and all
other sums due thereunder. In addition, the Indentures will provide that if,
within one year of the date the Debt Securities of any series becomes due and
payable, or are to be called for redemption, the Company, if so permitted with
respect to Debt Securities of a particular series, deposits with the Trustee,
in trust for the benefit of the holders thereof, funds sufficient to pay all
sums due for the principal of (and premium, if any) and interest, if any, on
the Debt Securities of such series, as they shall become due or redeemable
and, if certain other conditions are met, the Trustee shall cancel and satisfy
such Indenture with respect to such series to the extent provided therein. The
Prospectus Supplement describing the Debt Securities of such series will more
fully describe the provisions, if any, relating to such cancellation and
satisfaction of the Indenture with respect to such series.
PLAN OF DISTRIBUTION
The Company may sell the Securities on a negotiated or competitive bid basis
to or through underwriters or dealers, and also may sell the Securities
directly to other purchasers or through agents. The Prospectus Supplement will
describe the method of distribution of the Securities.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
If underwriters are used in the offering of the Securities, the names of the
managing underwriter or underwriters and any other underwriters, and the terms
of the transaction, including compensation of the underwriters and dealers, if
any, will be set forth in the Prospectus Supplement relating to such offering.
Only underwriters named in a Prospectus Supplement will be deemed to be
underwriters in connection with the Securities described therein. Firms not so
named will have no direct or indirect participation in the underwriting of
such Securities, although such a firm may participate in the distribution of
such Securities under circumstances entitling it to a dealer's commission. It
is anticipated that any underwriting agreement pertaining to any Securities
will (1) entitle the underwriters to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, or
to contribution for payment which the underwriters may be required to make in
respect thereof, (2) provide that the obligations of the underwriters will be
subject to certain conditions precedent, and (3) provide that the underwriters
generally will be obligated to purchase all the Securities if any are
purchased.
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<PAGE>
The Company also may sell the Securities to a dealer as principal. In such
event, the dealer may then resell such Securities to the public at varying
prices to be determined by such dealer at the time of resale. The name of the
dealer and the terms of the transaction will be set forth in the Prospectus
Supplement relating thereto.
The Securities also may be offered through agents designated by the Company
from time to time. Any such agent will be named, and the terms of any such
agency will be set forth, in the Prospectus Supplement relating thereto.
Unless otherwise indicated in such Prospectus Supplement, any such agent will
act on a best efforts basis for the period of its appointment.
Dealers and agents named in the Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the Securities
described therein and, under agreements which may be entered into with the
Company, may be entitled to indemnification by the Company against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect
thereof.
Underwriters, dealers and agents may engage in transactions with, or perform
services for, the Company in the ordinary course of business.
The anticipated place and time of delivery for the Securities will be set
forth in the Prospectus Supplement.
LEGAL MATTERS
The legality of the Securities 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 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.
12
<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 borne by the Company in connection with the
securities being registered.
<TABLE>
<S> <C>
SEC filing fee................................................. $151,515.15
Printing and engraving fees.................................... 100,000.00
Legal fees and expenses........................................ 20,000.00
Accounting fees and expenses................................... 20,000.00
Blue sky fees and expenses..................................... 10,000.00
Trustees' fees................................................. 30,000.00
Rating agency fees............................................. 150,000.00
Miscellaneous.................................................. 25,000.00
-----------
Total...................................................... $506,515.15*
===========
</TABLE>
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* All amounts listed above, except for the SEC filing fee, are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Article 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 reasonable 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. Under 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 wash 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 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.
II-1
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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, or
(iii) will be filed as exhibits to documents incorporated by reference herein
subsequent to the date of this Registration Statement's effectiveness.
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement Basic Provisions for Debt Securities, with
Form of Terms Agreement.(1)
1.2 Form of Underwriting Agreement for Class A Common Stock.(2)
3.1 Articles of Incorporation of the Company, as amended.(3)
3.2 Bylaws of the Company, as amended.(4)
4.1 Form of Indenture for Senior Debt Securities.(5)
4.2 Form of Senior Debt Security. (included in Exhibit 4.1)
4.3 Form of Indenture for Senior Subordinated Debt Securities.(6)
4.4 Form of Senior Subordinated Debt Security. (included in Exhibit 4.3)
4.5 Form of Indenture for Subordinated Debt Securities.(8)
4.6 Form of Subordinated Debt Security. (included in Exhibit 4.5)
4.7 Specimen Stock Certificate with respect to the Company's Class A Common
Stock.(7)
5.1 Opinion of Elizabeth M. Steele as to the legality of the securities being
registered.(2)
23.1 Consent of Elizabeth M. Steele.(9)
23.2 Consent of Arthur Andersen LLP.(9)
23.3 Consent of KPMG Peat Marwick LLP.(9)
24.1 Power of Attorney. (included on the signature page of the Registration
Statement)
25.1 Statement of Eligibility of Trustee on Form T-1 with respect to the
Senior Debt Securities.(9)
25.2 Statement of Eligibility of Trustee on Form T-1 with respect to the
Senior Subordinated Debt Securities.(9)
25.3 Statement of Eligibility of Trustee on Form T-1 with respect to the
Subordinated Debt Securities.(9)
</TABLE>
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(1) Incorporated by reference to Exhibit 1 to Post-Effective Amendment No. 1
to the Company's Registration Statement on SEC Form S-3 (Registration No.
33-64604) filed March 15, 1994.
(2) To be filed as an exhibit to a report to be incorporated by reference
herein subsequent to the date of this Registration Statement's
effectiveness.
(3) 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.
(4) 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.
(5) Incorporated by reference to Exhibit 4.1(e) to the Company's Registration
Statement on SEC Form S-3 (Registration No. 33-47030) filed April 8, 1992.
(6) Incorporated by reference to Exhibit 4.1(f) to the Company's Registration
Statement on SEC Form S-3 (Registration No. 33-47030) filed April 8, 1992.
(7) 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.
(8) To be filed by amendment.
(9) Filed herewith.
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<PAGE>
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;
(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 herein, 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 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 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>
/s/ Glenn R. Jones Chairman of the November 3, 1997
- ------------------------------------- Board and Chief
(GLENN R. JONES) Executive Officer
(Principal
Executive Officer)
/s/ Kevin P. Coyle Group Vice President/
- ------------------------------------- Finance (Principal
(KEVIN P. COYLE) Financial Officer)
November 3, 1997
/s/ Larry W. Kaschinske Vice November 3, 1997
- ------------------------------------- President/Controller
(LARRY W. KASCHINSKE) (Principal
Accounting Officer)
/s/ James B. O'Brien President and November 3, 1997
- ------------------------------------- Director
(JAMES B. O'BRIEN)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Director
- -------------------------------------
(DEREK H. BURNEY)
/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. Vanaseija Director November 3, 1997
- -------------------------------------
(SIIM A. VANASEIJA)
/s/ Sanford Zisman Director November 3, 1997
- -------------------------------------
(SANFORD ZISMAN)
/s/ Robert H. Zoellick Director November 3, 1997
- -------------------------------------
(ROBERT H. ZOELLICK)
</TABLE>
II-5
<PAGE>
EXHIBIT 23.1
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 Senior Debt Securities, Senior Subordinated
Debt Securities, Subordinated Debt Securities and 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 (i) debentures, notes and/or other unsecured
evidences of indebtedness consisting of senior debt securities, senior
subordinated debt securities and subordinated debt securities in one or more
series or (ii) shares of the Company's Class A Common Stock, $.01 par value per
share (collectively referred to as the "Securities") or any combination of the
foregoing, having an aggregate initial public offering price not to exceed
$500,000,000. A Registration Statement on Form S-3 (the "Registration
Statement") with respect to the Securities will be filed under the Act with the
Securities and Exchange Commission on or about November 13, 1997.
I hereby 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
<PAGE>
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)_____
-------------------------
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
(Exact name of trustee as specified in its charter)
95-4311476
(I.R.S. employer
identification No.)
515 South Flower Street, Suite 2700
Los Angeles, CA 90071
(Address of principal (Zip Code)
executive offices)
DWIGHT LIU
515 South Flower Street, Suite 2700
Los Angeles, California 90071
(213) 861-5000
(Name, address, including zip code and telephone number of agent for service)
-------------------------
Jones Intercable, Inc.
(Exact name of obligor as specified in its charter)
COLORADO 84-0613514
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
<PAGE>
9697 E. Mineral Avenue, 4th Floor
Englewood, CO 80155-3309
(Address of principal chief executive offices)
Senior Debt Securities
Senior Subordinated Debt Securities
Subordinated Debt Securities
Class A Common Stock
(Title of indenture securities)
<PAGE>
GENERAL
-------
1. General Information.
--------------------
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Comptroller of the Currency
490 L'Enfant Plaza East, S.W.
Washington, D.C. 20219
Federal Deposit Insurance Corporation
550 17th Street, N.W.
Washington, D.C. 20429
Federal Reserve Bank (12th District)
San Francisco, California
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
-----------------------------
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15.
The obligor currently is not in default under any of its outstanding
securities for which U.S. Trust Company of California, N.A. is Trustee.
Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15
of Form T-1 are not required under General Instruction B.
<PAGE>
16. List of Exhibits
----------------
T-1.1 - A copy of the Articles of Association of U.S. Trust Company of
California, N.A. currently in effect; incorporated herein by reference to
Exhibit T-1.1 filed with Form T-1 Statement, Registration No. 33-33031.
T-1.2 - Included in Exhibit T-1.1
T-1.3 - Included in Exhibit T-1.1
T-1.4 - A copy of the By-Laws of U.S. Trust Company of California, N.A., as
amended to date; incorporated by reference to Exhibit T-1.4 filed with Form T-1
Statement, Registration No. 33-54136.
T-1.6 - The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939; incorporated herein by reference to Exhibit T-1.6 filed
with Form T-1 Statement, Registration No. 33-33031.
T-1.7 - A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining authority
NOTE
- ----
As of November 3, 1997 the Trustee had 20,000 shares of Capital Stock
outstanding, all of which are owned by U.S. Trust Corporation
The responses to Items 2, 5, 6, 7, 8, 9, 10, 11 and 14 set forth the information
requested as though U. S. Trust Company of California, N.A. and U.S. Trust
Corporation were the "trustee."
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
<PAGE>
-----------------------------
Pursuant to the requirements of the Trust Indenture of Act of 1939, the trustee,
U.S. Trust Company of California, N.A., a corporation organized and existing
under the laws of the State of California, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Los Angeles, and State of
California, on the 3rd day of November 1997.
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
Trustee
By: /s/ Sandee' Parks
-----------------------------
Sandee' Parks
Authorized Signatory
<PAGE>
<TABLE>
<S> <C> <C> <C>
U.S. Trust Company of California, N.A. Call Date: 06/30/97 ST-BK: 06-0784 FFIEC 033
515 South Flower Street, Suite 2700 Vendor ID: D Cert #: 33332 Page RC-1
Los Angeles, CA 90071 Transit #: 12204024
--------------
9
--------------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR June 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
<TABLE>
<CAPTION>
Schedule RC-Balance Sheet
C200
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A) RCON
---- ---------
a. Noninterest-bearing balances and currency and coin (1)_________________ ___ ______ 0081 6,819 1.a
---------
b. Interest bearing balances (2)___________________________________________ ___ ______ 0071 82 1.b
---------
2. Securities:
---------
a. Held-to-maturity securities (from Schedule RC-B, column A)______________ ___ ______ 1754 0 2.a
---------
b. Available-for-sale securities (from Schedule RC-B, column D)_____________ ___ ______ 1773 87,907 2.b
---------
3. Federal funds sold and securities purchased under agreements to resell_______ ___ ______ 1350 24,000 3.
---------
4. Loans and lease financing receivables: RCON
---- ---------
a. Loans and leases, net of unearned income (from Schedule RC-C)___________ 2122 138,343 4.a
---------
b. LESS: Allowance for loan and lease losses______________________________ 3123 2,055 4.b
---------
c. LESS: Allocated transfer risk reserve___________________________________ 3128 0 4.c
---------
d. Loans and leases, net of unearned income, allowance, and reserve RCON ---------
----
(item 4.a minus 4.b and 4.c)________________________________________ ___ ______ 2125 136,288 4.d
---------
5. Trading assets__________________________________________________________ ___ ______ 3545 0 5.
---------
6. Premises and fixed assets (including capitalized leases)_____________________ ___ ______ 2145 7,066 6.
---------
7. Other real estate owned (from Schedule RC-M)_____________________________ ___ ______ 2150 0 7.
---------
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)____________________________________________________ ___ ______ 2130 0 8.
---------
9. Customers' liability to this bank on acceptances outstanding_________________ ___ ______ 2155 0 9.
---------
10. Intangible assets (from Schedule RC-M)___________________________________ ___ ______ 2143 2,493 10.
---------
11. Other assets (from Schedule RC-F)_______________________________________ ___ ______ 2160 4,633 11.
---------
12. Total assets (sum of items 1 through 11)________________________________ ___ ______ 2170 269,288 12.
---------
</TABLE>
- -------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
U.S. Trust Company of California, N.A. Call Date: 06/30/97 ST-BK: 06-0784 FFIEC 033
515 South Flower Street, Suite 2700 Vendor ID: D Cert #: 33332 Page RC-2
Los Angeles, CA 90071 Transit #: 12204024
------------
10
------------
<CAPTION>
Schedule RC - Continued Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
<S> <C> <C> <C> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of RCON
---- -------
columns A and C from Schedule RC-E)__________________________________ 2200 233,509 13.a
-------
RCON -------
(1) Noninterest-bearing (1)____________________________________________ ---- 26,255 13.a.1
-------
(2) Interest-bearing __________________________________________________ 6636 207,254
-------
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing______________________________________________
(2) Interest-bearing__________________________________________________
--------
14. Federal funds purchased(2) and securities sold under agreements to repurchase: RCON 0 14
---- --------
2800
--------
15. a. Demand notes issued to the U.S. Treasury______________________________ ___ ______ 2840 0 15.a
--------
b. Trading liabilities_____________________________________________________ ___ ______ 3548 0 15.b
--------
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases):
a. With a remaining maturity of one year or less______________________ ___ ______ 2332 0 16.a
--------
b. With a remaining maturity of more than one year through three years_______________ ___ ______ A547 0 16.b
--------
c. With a remaining maturity of more than three years________________ ___ ______ A548 0 16.c
--------
17. Not applicable
--------
18. Bank's liability on acceptances executed and outstanding____________________ ___ ______ 2920 0 18.
--------
19. Subordinated notes and debentures_______________________________________ ___ ______ 3200 0 19.
--------
20. Other liabilities (from Schedule RC-G)_____________________________________ ___ ______ 2930 4,664 20.
--------
21. Total liabilities (sum of items 13 through 20)_______________________________ ___ ______ 2948 238,173 21.
--------
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus______________________________ ___ ______ 3838 5,000 23.
-------
24. Common stock__________________________________________________________ ___ ______ 3230 2,000 24.
-------
25. Surplus (exclude all surplus related to preferred stock)______________________ ___ ______ 3839 12,745 25.
-------
26. a. Undivided profits and capital reserves__________________________________ ___ ______ 3632 11,328 26.a
-------
b. Net unrealized holding gains (losses) on available-for-sale securities_______ ___ ______ 8434 42 26.b
-------
27. Cumulative foreign currency translation adjustments_______________________
-------
28. a. Total equity capital (sum of items 23 through 27)________________________ ___ ______ 3210 31,115 28.
-------
29. Total liabilities and equity capital (sum of items 21 and 28)_________________ ___ ______ 3300 269,288 29.
-------
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<S> <C> <C> <C>
1. Indicate in the box at the right the number of the statement below that best describes the most RCON
comprehensive level of auditing work performed for the bank by independent external auditors as ---- ----
of any date during 1996_______________________________________________________________________ 6724 N/A M.1
----
</TABLE>
<TABLE>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company (but external auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering
authority)
</TABLE>
- ---------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited life preferred stock and related surplus.
<PAGE>
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
Statement of Eligibility Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
FIRST TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
United States 41-0257700
(State of Incorporation) (I.R.S. Employer
Identification No.)
First Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
(Address of Principal Executive Offices) (Zip Code)
JONES INTERCABLE, INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-0613514
(State of Incorporation) (I.R.S. Employer
Identification No.)
9697 East Mineral Avenue
Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
Senior Debt Securities
Senior Subordinated Debt Securities
Subordinated Debt Securities
(Title of the Indenture Securities)
<PAGE>
GENERAL
-------
1. General Information Furnish the following information as to the Trustee.
-------------------
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any under-
------------------------------------------
writer for the obligor is an affiliate of the Trustee, describe each such
affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's knowledge
the obligor is not in default under any Indenture for which the Trustee acts
as Trustee.
16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement
----------------
of eligibility and qualification.
1. Copy of Articles of Association.*
2. Copy of Certificate of Authority to Commence Business.*
3. Authorization of the Trustee to exercise corporate trust powers
(included in Exhibits 1 and 2; no separate instrument).*
4. Copy of existing By-Laws.*
5. Copy of each Indenture referred to in Item 4. N/A.
6. The consents of the Trustee required by Section 321(b) of the act.
7. Copy of the latest report of condition of the Trustee published pursuant
to law or the requirements of its supervising or examining authority is
incorporated by reference to Registration Number 333-34585.
* Incorporated by reference to Registration Number 22-27000.
<PAGE>
NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee
has no reason to doubt the accuracy of any such information, it cannot accept
any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Saint Paul and State of Minnesota on the 4th day of November,
1997.
FIRST TRUST NATIONAL ASSOCIATION
/s/ Kathe M. Barrett
--------------------------------
Kathe M. Barrett
Trust Officer
/s/ Eve D. Kaplan
- -------------------------
Eve D. Kaplan
Assistant Secretary
<PAGE>
EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, FIRST TRUST NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: November 4, 1997
FIRST TRUST NATIONAL ASSOCIATION
/s/ Kathe M. Barrett
--------------------------------
Kathe M. Barrett
Trust Officer
<PAGE>
EXHIBIT 25.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------
FORM T - 1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a
Trustee pursuant to Section 305(b)(2)_____
---------------------
NORWEST BANK COLORADO, N.A.
(Exact name of trustee as specified in its charter)
Not Applicable 84-0187632
(Jurisdiction of incorporation or --------------------
Organization if not a U.S. national (I.R.S. Employer
bank) Identification No.)
1740 Broadway
Denver, Colorado 80274-8693
(Address of principal executive office) (Zip Code)
Norwest Bank Colorado, N.A.
Attn: Corporate Trust Department
1740 Broadway
Denver, CO 80274-8693
303-863-6313
(Name, address and telephone number of agent for service)
---------------------
JONES INTERCABLE, INC.
(Exact name of obligor 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, CO 80112
(Address of principal executive office) (Zip Code)
JONES INTERCABLE INC., SENIOR SUBORDINATED DEBT SECURITIES AND SUBORDINATED DEBT
SECURITIES
<PAGE>
Item 1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of Denver Denver, Colorado
Federal Deposit Insurance Corporation Dallas, Texas
National Bank Examiners - Western District Denver, Colorado
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe such
affiliation.
None.
Item 3. Voting Securities of the Trustee.
(a) Furnish the following information as to each class of voting
securities of the trustee.
As of October 30, 1997,
-----------------
(within 31 days)
Col. A Col. B
------ ------
Title of Class Amount Outstanding
-------------- ------------------
N/A
<PAGE>
Item 4. Trusteeships under Other Indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, furnish the following
information:
(a) Title of the securities outstanding under each such other
indenture.
N/A
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act arises as a result of the trusteeship under
any such other indentures, including a statement as to how the
indenture securities will rank as compared with the securities
under such other indentures.
N/A
Item 5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the
nature of each such connection.
N/A
<PAGE>
Item 6. Voting Securities of the Trustee Owned by the Obligor or Its Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner
and executive officer of the obligor:
As of October 30, 1997
----------------
(Within 31 days)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
- ---------------- --------------- --------------- ----------------------
Percentage of Voting
Securities Represented
Amount Owned by Amount Given
Name of Owner Title of Class Beneficially In Col. C
- ---------------- --------------- --------------- ----------------------
<S> <C> <C> <C>
None
</TABLE>
Item 7. Voting Securities of the Trustee Owned by the Underwriters or Their
Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
As of October 30, 1997
----------------
(Within 31 days)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
- ---------------- --------------- --------------- ----------------------
Percentage of Voting
Securities Represented
Amount Owned by Amount Given
Name of Owner Title of Class Beneficially in Col. C
- ---------------- --------------- --------------- ----------------------
<S> <C> <C> <C>
None
</TABLE>
<PAGE>
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default
by the trustee:
As of October 30, 1997
----------------
(Within 31 days)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
- ------------- ---------------- ---------------------- ---------------
Whether the Amount Owned Percentage of
Securities are Beneficially or Class
Voting or Held as Collateral Represented by
Title of Nonvoting Security for Amount Given
Class Securities Obligations in Default in Col. C
- ------------- ---------------- ---------------------- ---------------
<S> <C> <C> <C>
None
</TABLE>
Item 9. Securities of Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter, any of which are so owned or held by
the trustee:
As of October 30, 1997
----------------
(Within 31 days)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
- ---------------- -------------- ----------------------- ----------------------
Amount Owned
Name of Beneficially or Held Percentage of Class
Issuer and as Collateral Security Securities Represented
Title of Amount for Obligations in by Amount Given
Class Outstanding Default by Trustee in Col. C
- ---------------- -------------- ----------------------- ----------------------
<S> <C> <C> <C>
None
</TABLE>
<PAGE>
Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to
the voting securities of such person:
As of October 30, 1997
----------------
(Within 31 days)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
- -------------- ----------- ---------------------- ----------------------
<S> <C> <C> <C>
Amount Owned
Beneficially or Held Percentage of Class
Name of Issuer as Collateral Security Securities Represented
and Title Amount for Obligations in by Amount Given
of Class Outstanding Default by Trustee in Col. C
- -------------- ----------- ---------------------- ----------------------
None
</TABLE>
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
If the Trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the
knowledge of the trustee, owns 50 percent or more of the voting
securities of the obligor, furnish the following information as to
each class of securities of such person, any of which are so owned or
held by the trustee:
As of October 30, 1997
----------------
(within 31 days)
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
- -------------- ----------- ---------------------- ----------------------
<S> <C> <C> <C>
Amount Owned
Beneficially or Held Percentage of Class
Name of Issuer as Collateral Security Securities Represented
and Title Amount for Obligations in by Amount Given
of Class Outstanding Default by Trustee in Col. C
- -------------- ----------- ---------------------- ----------------------
None
</TABLE>
<PAGE>
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information: N/A
Col. A Col. B Col. C
-------- -------- --------
N/A N/A N/A
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
N/A
(b) If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding series
of securities under the indenture, state whether there has been a
default under any such indenture or series. Identify the
indenture or series affected, and explain the nature of any such
default.
N/A
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe
each such affiliation.
N/A
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
N/A
<PAGE>
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
1. A copy of the articles of association of the trustee as now in
effect.
2. A copy of the authorization of the trustee to exercise corporate
trust powers.
3. A copy of the existing bylaws of the trustee, or instruments
corresponding thereto.
4. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
SIGNATURE
Pursuant to the requirements of the Trustee Indenture Act of 1939 as
amended by the Trust Indenture Reform Act of 1990 the trustee, Norwest Bank
Colorado, N.A., organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City and County
of Denver, and State of Colorado on the 30th day of October, 1997.
NORWEST BANK COLORADO, N.A.
By: /s/ R. Shawn Hinton
--------------------
R. Shawn Hinton
Assistant Vice President
<PAGE>
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended by the Trust Indenture Reform Act of 1990 in connection with the
issue of Jones Intercable Inc., Senior Subordinated Debt Securities and
Subordinated Debt Securities we hereby consent that reports of examinations by
Federal, State, Territorial, or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefore.
NORWEST BANK COLORADO, N.A.
By: /s/ R. Shawn Hinton
--------------------
R. Shawn Hinton
Assistant Vice President
Dated: October 30, 1997
