<PAGE>
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---------------------------
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SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
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hours per form . . . .14.90
---------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )
---------
JONES INTERCABLE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
and
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480206101
480206200
- --------------------------------------------------------------------------------
(CUSIP Numbers)
Elizabeth M. Steele
9697 E. Mineral Avenue, Englewood, Colorado 80112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 20, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
<PAGE>
SCHEDULE 13D
(COMMON STOCK) PAGE 2 OF 22 PAGES
CUSIP NO. 480206101 ------- ------
----------------
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. Jones.
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,916,151
EACH
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,916,151
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,151 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
(CLASS A COMMON STOCK) PAGE 3 OF 22 PAGES
CUSIP NO. 480206200 ------- ------
-------------------------
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. Jones.
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 828,006
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,633,944
REPORTING
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
828,006
--------------------------------------------
10 SHARED DISPOSITIVE POWER
1,633,944
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,461,950 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
(CLASS A COMMON STOCK) PAGE 4 OF 22 PAGES
CUSIP NO. 480206101 ------- ------
---------------
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
I.R.S. Identification No. 84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jones International, Ltd., a Colorado corporation. Principal business and
address: A holding company; 9697 E. Mineral Avenue, Englewood, Colorado
80112.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,916,151
EACH
REPORTING --------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
2,916,151
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,916,151 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
(CLASS A COMMON STOCK) PAGE 4 OF 22 PAGES
CUSIP NO. 480206200 ------- ------
--------------
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
I.R.S. Identification No. 84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jones International, Ltd., a Colorado corporation. Principal business and
address: A holding company; 9697 E. Mineral Avenue, Englewood, Colorado
80112.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES ----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,633,944
EACH
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
----------------------------------------------
10 SHARED DISPOSITIVE POWER
1,633,944
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,633,944 (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
-------------------
The classes of equity securities to which this statement relates are
(i) the Common Stock, $.01 par value per share, of Jones Intercable, Inc., a
Colorado corporation (the "Company"), and (ii) the Class A Common Stock, $.01
par value per share, of the Company. The address of the Company's principal
executive offices is 9697 E. Mineral Avenue, Englewood, Colorado 80112.
ITEM 2. IDENTITY AND BACKGROUND:
-----------------------
The names of the persons filing this statement are:
1. Glenn R. Jones*, an individual residing in the State of Colorado.
2. Jones International, Ltd., a Colorado corporation
("International"). Mr. Jones is the Chairman of the Board of Directors and
Chief Executive Officer of International and owns all of the outstanding shares
of International. The principal business of International is acting as a
holding company.
3. Jones Entertainment Group, Ltd., a Colorado corporation ("JEG"),
is 80% owned by Jones 21st Century, Inc. (f/k/a Jones Digital Century, Inc.), a
Colorado corporation, and 20% owned by BCI (U.S. Cable) Limited (f/k/a Bell
Canada International BVI III Limited), a British Virgin Islands company. Jones
21st Century, Inc. is 95% owned by International and 5% owned by a member of Mr.
Jones' family. The principal business of JEG is the production of entertainment
programming.
4. Jones Space Segment, Inc., a Colorado corporation ("JSS"), is 81%
owned by International and 19% by Mr. Jones. The principal business of JSS is
leasing satellite space on a communications satellite.
5. Jones Global Group, Inc., a Colorado corporation ("JGG"), is 80%
owned by International and 20% by the Company. The principal business of JGG is
acting as a holding company.
______________
*Through Mr. Jones' direct and indirect ownership of International and the
Company, Mr. Jones may be deemed to be the beneficial owner of all the Common
Stock and Class A Common Stock held by each of the Jones Entities (as defined on
the following page).
6
<PAGE>
6. Jones Interdigital, Inc., a Colorado corporation ("Interdigital"),
is wholly owned by International. The principal business of Interdigital is
leasing equipment for the various Jones companies.
The foregoing persons (Nos. 1 through 6 above) are hereinafter
collectively referred to as the "Jones Entities". The name, business address,
present principal occupation or employment, and citizenship of each director and
executive officer of each of the Jones Entities are set forth on Schedules A
through E attached hereto. The address of the principal business office for
each of the Jones Entities is 9697 E. Mineral Avenue, Englewood, Colorado
80112.
During the last five years, none of the Jones Entities, nor any other
person controlling any of the Jones Entities, nor, to the best of the Jones
Entities knowledge, any of the persons listed on Schedules A through E attached
hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
N/A
ITEM 4. PURPOSE OF TRANSACTION
----------------------
N/A
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
The Jones Entities believe that as of April 20, 1998, there were
outstanding 5,113,021 shares of Common Stock and 35,643,472 shares of Class A
Common Stock.
7
<PAGE>
(a) Amount Beneficially Owned:
-------------------------
(i) Common Stock:
------------
<TABLE>
<CAPTION>
Number of Number of
shares of Shares of
Common Stock Common Stock Percent
owned owned -------
Name Directly Indirectly of Ownership
---- ------------ ------------ ------------
<S> <C> <C> <C>
Glenn R. Jones/(1)/ 0 2,916,151/(2)/ 57.0%
International/(1)/ 0 2,916,151/(2)/ 57.0%
BTH/(3)/ 0 2,878,151 56.3%
</TABLE>
(1) For purposes of Rule 13d-3, Mr. Jones may be deemed to have beneficial
ownership of the shares of Common Stock owned by International, JEG, JSS, JGG
and Interdigital. Also for purposes of Rule 13d-3, International may be deemed
to have beneficial ownership of the shares of Common Stock owned by JEG, JSS,
JGG and Interdigital. All of the shares of Common Stock held by Mr. Jones are
owned of record by a trust. See Item 6 below.
(2) Includes 474,400 shares held by Mr. Jones, 2,277,416 shares held by
International, 100,400 shares held by JEG, 35,707 shares held by JSS, 27,585
shares held by JGG and 643 shares held by Interdigital. All of the shares of
Common Stock held by International are owned of record by a trust. See Item 6
below.
(3) For purposes of Rule 13d-3(d)(1)(i), the Jones Entities are informed that
BCI Telecom Holding Inc., a corporation incorporated under the Canada Business
Corporations Act ("BTH"), may be deemed to have beneficial ownership of the
2,878,151 shares of Common Stock covered by the Option Agreements (as defined in
Item 6). By virtue of BTH being an indirect wholly-owned subsidiary of BCE Inc.,
a corporation incorporated under the Canada Business Corporations Act ("BCE"),
the Jones Entities are informed that BCE may be deemed to beneficially own the
30% equity interest in the Company which is beneficially owned by BTH, and the
2,878,151 shares of Common Stock covered by the Option Agreements.
8
<PAGE>
Because of the existence of that certain Shareholders Agreement dated
December 20, 1994, between Mr. Jones, International, BTH and the Company (the
"Shareholders Agreement"), Mr. Jones and International may be deemed, pursuant
to Rule 13d-(5)(b)(1), to be members of a "group" with BTH. Mr. Jones and
International, however, disclaim that they are members of a "group" with BTH.
See also, Footnote 4 below.
The beneficial ownership of the Common Stock of the Company by each
director and executive officer of the Jones Entities are set forth on Schedule F
attached hereto.
(ii) Class A Common Stock:
---------------------
<TABLE>
<CAPTION>
Number of
shares of Number of
Class A Shares of
Common Class A
Stock Common Percent
owned Stock owned -------
Name Directly Indirectly of Ownership
---- --------- ----------- ------------
<S> <C> <C> <C>
Glenn R. Jones/(1)/ 828,006/(2)/ 1,633,944/(3)/ 7.0%
International 1,633,944 --- 4.6%
BTH --- 12,782,500/(4)/ 35.9%
</TABLE>
(1) For purposes of Rule 13d-3, Mr. Jones may be deemed to have beneficial
ownership of the shares of Class A Common Stock owned by International.
(2) Includes Mr. Jones' vested options to purchase 601,113 shares.
(3) Represents shares held of record by International.
(4) Under Rule 13d(5)(b)(1) the group is deemed to have acquired beneficial
ownership of all of the equity securities of the Company beneficially owned by
the other members of the group. However, Mr. Jones and International disclaim
beneficial ownership of any shares of Common Stock or Class A Common Stock
through any beneficial ownership by BTH. Information contained herein relating
to BTH is provided to the best of the Jones Entities' knowledge.
9
<PAGE>
The beneficial ownership of the Class A Common Stock of the Company by
each director and executive officer of the Jones Entities are set forth on
Schedule G attached hereto.
(b) (i) Voting Power and Disposition Power of the Common Stock:
------------------------------------------------------
<TABLE>
<CAPTION>
Sole Power to Shared Power Sole Power to Shared Power
Vote or to to Vote or to Dispose or to to Dispose or
Name of Direct the Direct the Direct the to Direct the
Entity Vote Vote Disposition Disposition
- ------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Glenn R. Jones 0 2,916,151 0 2,916,151
International 0 2,916,151 0 2,916,151
BTH 0 0 0 2,878,151
</TABLE>
(ii) Voting Power and Disposition Power of the Class A Common Stock:
--------------------------------------------------------------
<TABLE>
<CAPTION>
Sole Power to Shared Power Sole Power to Shared Power
Vote or to to Vote or to Dispose or to to Dispose or
Name of Direct the Direct the Direct the to Direct the
Entity Vote Vote Disposition Disposition
- ------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Glenn R. Jones 828,006 1,633,944 828,006 1,633,944
International 0 1,633,944 0 1,633,944
</TABLE>
10
<PAGE>
(c) The following transactions in the Common Stock and Class A Common
Stock have been effected during the last 60 days as follows:
<TABLE>
<CAPTION>
Number of
Shares of Number of
Class A Shares of
Common Class A
Date of Sale Stock Sold or Common
Jones Entity or Gift Gifted Stock Gifted Price Per Share
------------ ------------ ------------- ------------ ---------------
<S> <C> <C> <C> <C>
International 04/14/98 50,000 --- $ 17.375
International 04/15/98 150,000 --- $17.625-$ 17.75
International 04/20/98 350,000 --- $ 17.125
International 04/29/98 --- 21,692 ---
</TABLE>
All of the above sales of Class A Common Stock were sold pursuant to
the Company's Registration Statement on Form S-3 (Registration Statement No.
333-40147).
Except as stated above, no transactions in the Common Stock or the
Class A Common Stock have been effected during the last 60 days by any other
person controlling the Jones Entities, or to the best of the Jones Entities'
knowledge, any of the persons named in Item 2 hereof.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
--------------------------------------------------------
WITH RESPECT TO SECURITIES OF THE ISSUER
----------------------------------------
a. On December 20, 1994, the Company entered into the Shareholders
Agreement.
b. On December 20, 1994, BTH, through its agent, Morgan Guaranty
Trust Company ("MGT"), entered into Option Agreements with each
11
<PAGE>
of the following entities: (i) Glenn Jones Grantor Business Trust ("GJ Trust");
(ii) Jones International Grantor Business Trust ("JI Trust"); (iii) JEG; (iv)
JSS; (v) JGG; and (vi) Interdigital. The number of shares of Common Stock
covered by each Option Agreement is as follows:
GRANTOR NUMBER OF SHARES
------- ----------------
GJ Trust 474,400
JI Trust 2,239,416
JEG 100,400
JSS 35,707
JGG 27,585
Interdigital 643
The form of Shareholders Agreement is Exhibit 1. The Option Agreement
between MGT and JI Trust is Exhibit 2. All of the other Option Agreements are
substantially similar except for the number of shares of Common Stock covered
thereby, which is described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
Exhibit 1: Form of Shareholders Agreement dated as of December 20, 1994,
between Mr. Jones, International, BTH and the
Company. (1)
Exhibit 2: Option Agreement dated as of December 20, 1994, between
MGT and JI Trust. (2)
______________
(1) Incorporated by reference from the Company's Current Report on Form
8-K, electronically filed on June 6, 1994, and identified as Exhibit C to
the Stock Purchase Agreement filed as an Exhibit to such Form 8-K.
(2) Incorporated by reference from the Reporting Persons original Schedule
13D, electronically filed on December 30, 1994, and identified as Exhibit 4
to said Schedule 13D.
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: May 1, 1998
/s/ Glenn R. Jones
________________________
Glenn R. Jones
JONES INTERNATIONAL, LTD.
/s/ Glenn R. Jones
By: ____________________
Glenn R. Jones
President
13
<PAGE>
SCHEDULE A
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES INTERNATIONAL, LTD.
The name and title(s) of each of the directors and executive officers
of Jones International, Ltd. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and USA, respectively.
Name Title(s)
---- --------
Glenn R. Jones Chairman of the Board, Chief
Executive Officer and
President
Steven W. Gampp Group Vice President/Finance, Treasurer
Financial Executive and Chief Financial Officer
Elizabeth M. Steele Secretary
Keith Thompson Controller
Christine Jones Marocco Director
Homemaker
25 East End Avenue
Apartment 14F
New York, NY 10028
John C. Amman Director
Retired
5175 Bowmar Drive
Littleton, CO 80123
<PAGE>
SCHEDULE B
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES ENTERTAINMENT GROUP, LTD.
The name and title(s) of each of the directors and executive officers
of Jones Entertainment Group, Ltd. are set forth below. Unless otherwise
indicated below, the principal address, present principal occupation and
citizenship of each of the directors and executive officers are 9697 E. Mineral
Avenue, Englewood, CO 80112, cable television executive and USA, respectively.
Name Title(s)
---- --------
Glenn R. Jones Chairman of the Board, Chief
Executive Officer and President
Steven W. Gampp Vice President/Finance and Treasurer
Financial Executive
Elizabeth M. Steele Secretary
Keith D. Thompson Chief Accounting Officer
Wilfred N. Cooper, Sr. Director
Investor
3158 Redhill Avenue
Suite 120
Costa Mesa, CA 92626
David K. Zonker Director
Financial Executive
J. Rodney Dyer
Graphic Design
8360 Melrose Avenue
Los Angeles, CA 90069 Director
<PAGE>
Robert Kearney Director
Retired Executive
Canada Citizenship
Robinwood 324 Lakeside
Knowlton, Quebec, Canada
JOE 1V0
<PAGE>
SCHEDULE C
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES SPACE SEGMENT, INC.
The name and title(s) of each of the directors and executive officers
of Jones Space Segment, Inc. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and USA, respectively.
Name Title(s)
---- --------
Glenn R. Jones President and Director
Elizabeth M. Steele Vice President and Secretary
Jay B. Lewis Treasurer
Media Company Executive
Gregory J. Liptak Director
Media Company Executive
<PAGE>
SCHEDULE D
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES GLOBAL GROUP, INC.
The name and title(s) of each of the directors and executive officers
of Jones Global Group, Inc. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and USA, respectively.
Name Title(s)
---- --------
Glenn R. Jones Chairman of the Board, Chief Executive
Officer and President
Elizabeth M. Steele Vice President/General Counsel and Secretary
Steven W. Gampp Vice President/Finance and Treasurer
Financial Executive
Alan Bates Director
Management Consultant
Great Britain Citizenship
Barnfield, Fair Mile
Henley-on-Thames
Oxon RG9 2JY England
Robert Tynan Director
Management Consultant
10600 E. Exposition Avenue
Building B, Suite 200
Aurora, CO 80012
<PAGE>
SCHEDULE E
----------
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES INTERDIGITAL, INC.
The name and title(s) of each of the directors and executive officers
of Jones Interdigital, Inc. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and USA, respectively.
Name Title(s)
---- --------
Glenn R. Jones Chief Executive Officer, President
and Director
Elizabeth M. Steele Vice President and Secretary
Steven W. Gampp Treasurer
Financial Executive
Timothy J. Burke Director
Financial Executive
<PAGE>
SCHEDULE F
----------
BENEFICIAL OWNERSHIP OF THE
COMMON STOCK
Set forth below are the directors and executive officers of the Jones
Entities who beneficially own shares of Common Stock at April 20, 1998.
Number of Shares
----------------
Name of Common Stock
---- ---------------
Timothy J. Burke 533
Christine Jones Marocco 2,742,537/(1)/
___________
(1) Includes 12,370 shares held by Mrs. Marocco; 357 shares held by the
Joseph Michael Marocco Irrevocable Trust; 15,994 shares held by the Christine
Jones Marocco Irrevocable Trust; 2,239,416 shares held by the Jones
International Grantor Business Trust in which Mrs. Marocco has shared voting
power; and 474,400 shares held by the Glenn Jones Grantor Business Trust in
which Mrs. Marocco has shared voting power.
The foregoing shares are not included in the Jones Entities' ownership
because the foregoing individual has the sole power to vote and dispose of his
shares shown above.
<PAGE>
SCHEDULE G
----------
BENEFICIAL OWNERSHIP OF THE
CLASS A COMMON STOCK
Set forth below are the directors and executive officers of the Jones
Entities who beneficially own shares of Class A Common Stock at April 20, 1998.
Number of Shares
----------------
Name of Class A Common Stock
---- -----------------------
Timothy J. Burke 13,587/(1)/
Steven W. Gampp 500
Jay B. Lewis 1,500/(2)/
Gregory J. Liptak 3,820/(3)/
Christine Jones Marocco 97,248/(4)/
David K. Zonker 18,720/(5)/
___________
(1) Includes 13,391 shares pursuant to vested stock options.
(2) Represents shares pursuant to a vested stock option.
(3) Represents shares pursuant to a vested stock option.
(4) Includes 64,113 shares held by Mrs. Marocco; 970 shares held by the Joseph
Michael Marocco Irrevocable Trust; 22,165 shares held by the Christine Jones
Marocco Irrevocable Trust; and 10,000 shares held by Mrs. Marocco's husband.
Mrs. Marocco disclaims beneficial ownership of the shares held by her husband.
(5) Includes 18,546 shares pursuant to vested stock options.
The foregoing shares are not included in International's or Mr. Jones'
ownership because each of the foregoing individuals has the sole power to vote
and dispose of his or her respective shares shown above.
<PAGE>
EXHIBIT INDEX
-------------
No. Exhibit Page
- --- ------- ----
Exhibit 1 Form of Shareholders Agreement dated as
of December 20, 1994, between Mr. Jones,
International, BTH and the Company. (1)
Exhibit 2 Option Agreement dated as of December 20,
1994, between MGT and JI Trust. (2)
____________
(1) Incorporated by reference from the Company's Current Report on Form
8-K, electronically filed on June 6, 1994, and identified as Exhibit C to
the Stock Purchase Agreement filed as an Exhibit to such Form 8-K.
(2) Incorporated by reference from the Reporting Persons original Schedule
13D, electronically filed on December 30, 1994, and identified as Exhibit 4
to said Schedule 13D.
