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_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 14D-9
___________________
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
___________________
CABLE TV FUND 15-A, LTD.
(Name of Subject Company)
CABLE TV FUND 15-A, LTD.
JONES INTERCABLE, INC.
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
ELIZABETH M. STEELE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
JONES INTERCABLE, INC.
9697 EAST MINERAL AVENUE
ENGLEWOOD, COLORADO 80112
(303) 792-3111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
_______________________________________________________________________________
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ITEM 1. SECURITY AND SUBJECT COMPANY
The subject company is Cable TV Fund 15-A, Ltd., a Colorado limited
partnership (the "Partnership"). The address of the principal executive offices
of the Partnership is c/o Jones Intercable, Inc., 9697 East Mineral Avenue,
Englewood, Colorado 80112. The general partner of the Partnership is Jones
Intercable, Inc. (the "General Partner"). The title of the class of equity
securities to which this Statement relates is the limited partnership interests
of the Partnership (the "Interests").
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to the offer (the "Offer") by Madison Liquidity
Investors 104, LLC, a Delaware limited liability company ("Madison"), to
purchase for cash up to 21,104 of the Interests, representing approximately 9.9%
of the Interests outstanding, at a purchase price of $250 per Interest (less the
$50 transfer fee and the amount of any distributions paid with respect to the
Interests between the date of Madison's Offer and the expiration date of the
Offer)(the "Offer Price"), as disclosed in the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") dated November 5, 1998 filed by Madison
with the Securities and Exchange Commission and mailed to the limited partners.
According to the Schedule 14D-1, Madison's principal business address is P.O.
Box 7461, Incline Village, Nevada 89452.
ITEM 3. IDENTITY AND BACKGROUND
(a) This Statement is being filed by the Partnership and by the General
Partner. The name and business address of the Partnership is set forth in Item 1
above. The address of the General Partner is 9697 East Mineral Avenue,
Englewood, Colorado 80112.
(b)(1) Pursuant to the Partnership's limited partnership agreement (the
"Partnership Agreement"), which is filed as Exhibit (c)(1) hereto, the General
Partner is the sole general partner of the Partnership. The General Partner has
responsibility for all aspects of the Partnership's operations. The Partnership
itself has no officers, directors or employees. Of the 213,174 Interests
outstanding, the General Partner owns 200 Interests, or less than 1% of the
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outstanding Interests. The officers and directors of the General Partner do not
own any Interests.
The Partnership Agreement contains the terms and conditions of the
financial arrangements between the General Partner, on the one hand, and the
Partnership and its limited partners, on the other. For example, the
Partnership Agreement provides that 1% of every item of Partnership income,
loss, deduction and credit shall be allocated to the General Partner, and the
General Partner will be entitled to 25% of the net proceeds from the sales of
Partnership-owned cable television systems after the limited partners receive a
return of 100% of their initial capital contributions plus a 6% liquidation
preference. The General Partner also receives a management fee and
reimbursement of its expenses from the Partnership. In addition, certain
affiliates of the General Partner currently receive, have received or in the
future are entitled to receive fees from the Partnership for programming,
brokerage and other services provided to the Partnership. Except as described
herein and in the Partnership Agreement, which is filed as Exhibit (c)(1)
hereto, and in Item 13. Certain Relationships and Related Transactions of the
Partnership's Annual Report on SEC Form 10-K for the fiscal year ended December
31, 1997, which is filed as Exhibit (c)(2) hereto, to the best knowledge of the
Partnership and the General Partner, there are no material contracts,
agreements, arrangements or understandings or any actual or potential conflicts
of interest between the Partnership and its limited partners, on the one hand,
and the General Partner or the directors and executive officers of the General
Partner or affiliates thereof, on the other hand. And, except as described
herein, to the best knowledge of the Partnership and the General Partner, there
are no material contracts, agreements, arrangements or understandings or any
actual or potential conflicts of interest between the Partnership and its
limited partners, on the one hand, and the General Partner or the directors and
executive officers of the General Partner or affiliates thereof, on the other
hand, with respect to the Offer.
(b)(2) Except for the letter agreement dated December 10, 1996 by and
among the General Partner, the Partnership and an affiliate of Madison, which is
described below and is filed as Exhibit (c)(3) hereto, relating to prior
unregistered tender offers for Interests by affiliates of Madison, to the best
knowledge of the Partnership and the General Partner, there are no material
contracts, agreements, arrangements or understandings or any actual or potential
conflicts of interest between the Partnership or the General Partner or the
directors and executive officers of the General Partner or affiliates thereof,
on the one hand, and Madison or its executive officers, directors or affiliates,
on the other hand.
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During the past several years, an affiliate of Madison known as Madison
Partnership Liquidity Investors XIII, LLC has acquired Interests through
unregistered tender offers for Interests in the Partnership and through
purchases of Interests on the very limited secondary market for limited
partnership interests. As of October 15, 1998, this affiliate of Madison owned
a total of approximately 10,455 Interests, or approximately 4.9% of the
outstanding Interests.
Pursuant to the terms of a letter agreement dated December 10, 1996 among
the Partnership, the General Partner and the affiliate of Madison known as
Gramercy Park Investments, LP, Madison and its affiliates received a list of the
names and addresses of the limited partners of the Partnership for their use in
conducting unregistered tender offers for Interests in the Partnership. In
return for the list, which Madison recently returned to the Partnership, Madison
and its affiliates agreed to the following terms and conditions:
(1) Madison and its affiliates agreed to treat the partnership list as
confidential and proprietary information of the Partnership and the General
Partner;
(2) Madison and its affiliates agreed that the list of limited partners
obtained by them pursuant to the letter agreement would be used solely for the
purpose of contacting limited partners of the Partnership to inquire as to
whether they wished to sell their Interests in the Partnership to Madison or one
of its affiliates and for no other purpose;
(3) Madison and its affiliates agreed to safeguard the list and to treat it
as confidential information;
(4) Madison and its affiliates represented that all of the Interests of the
Partnership acquired by them would be acquired for investment purposes only and
not with an intention to resell the Interests;
(5) Madison and its affiliates agreed that on any proposal or issue
submitted to a vote of the limited partners of the Partnership, Madison and its
affiliates would vote all of their Interests in the Partnership in the same
manner as the majority of all other limited partners who vote on any such
proposal or issue;
(6) Madison and its affiliates represented that, for the 12-month period
commencing on December 10, 1996, Madison and its affiliates would not acquire,
attempt to acquire or make a proposal to acquire, directly or indirectly, more
than a 5% interest in the Partnership;
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(7) Madison and its affiliates agreed to limit their purchases of Interests
in any tax year of the Partnership so as not to cause the Partnership to be
treated as a publicly traded partnership within the meaning of Section 7704 of
the Internal Revenue Code and Madison and its affiliates agreed that they would
not ask the General Partner to approve any transfers of Interests in the
Partnership in any tax year of the Partnership if such transfers, together with
all other transfers made during such tax year, would cause transfers of
Interests in the Partnership to exceed the 5% safe harbor set forth in Paragraph
II, Section C(1) of Internal Revenue Service Notice 88-75;
(8) Madison and its affiliates agreed that the price offered by them for
Interests in the Partnership pursuant to their unregistered tender offers would
be no less than $175 per Interest;
(9) Madison and its affiliates agreed to submit any communication that they
intended to send to the limited partners of the Partnership in connection with
their unregistered tender offers to the General Partner prior to use;
(10) Madison and its affiliates agreed to make clear in their
communications to the limited partners that they were not affiliated with the
Partnership or with the General Partner;
(11) Madison and its affiliates agreed to pay costs incurred by the
Partnership in connection with the production of the partnership list and the
processing of transfers related to these unregistered tender offers including,
without limitation, all printing, mailing, and other administrative expenses
incurred by the Partnership in connection with such registered tender offers to
the extent that such costs were not covered by the transfer fees paid by Madison
and its affiliates in connection with its unregistered tender offers for
Interests and in an amount not to exceed $5,000;
(12) Madison and its affiliates agreed to use transfer of interest forms
that conformed to the transfer of interest processes approved for use by the
General Partner, including, without limitation, the requirements for medallion
guaranteed signatures for transferors and transferees; and
(13) Madison and its affiliates agreed that they would return the list of
limited partners of the Partnership to the General Partner (without making any
copies thereof) within ten business days of the completion of their unregistered
tender offers.
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Madison and/or its affiliates conducted unregistered tender offers for
Interests at prices ranging from $180 per Interest to $195 per Interest.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) This Statement relates to the recommendation by the General Partner and
the Partnership with respect to the Offer. A letter to the limited partners of
the Partnership communicating the views of the General Partner and of the
Partnership with respect to the Offer is filed as Exhibit (a)(1) hereto and is
incorporated herein by reference.
For the reasons set forth below, the Partnership and the General Partner
are remaining neutral and are making no recommendation as to whether limited
partners should tender their Interests in response to the Offer. In considering
whether to tender their Interests, the Partnership and the General Partner
believe that limited partners should carefully consider all of the surrounding
facts and circumstances and should review all available information including,
among other things, the information contained in the Partnership's most recent
quarterly report on SEC Form 10-Q for the quarter ended September 30, 1998 as
well as the considerations noted below.
For those limited partners who have no current need for liquidity and
expect to retain their Interests in the Partnership through an anticipated
orderly liquidation of the Partnership by the end of 1999, the Offer may be
inadequate and not in their best interests. For those limited partners who have
an immediate need for liquidity or who conclude that the risks of a longer
holding period are significant, however, the Offer may indeed be adequate and in
their best interests.
(b) The reasons for the neutral position taken by the Partnership and the
General Partner are as follows:
. ALL OF THE PARTNERSHIP'S CABLE TELEVISION SYSTEMS ARE IN VARIOUS STAGES OF
BEING SOLD. In August 1998, the Partnership entered into an asset purchase
agreement to sell its Barrington System and its South Suburban System to an
unaffiliated party for a contract sales price of $175,000,000, subject to a
sales price reduction if the number of basic equivalent subscribers delivered
to the buyer at the closing is less than 84,750 and subject to customary
closing adjustments. The contract sales price of $175,000,000 will be reduced
$2,065 for each equivalent basic subscriber less
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than 84,750 at closing. Because the General Partner currently estimates that
the Barrington System and the South Suburban System will have, in total, only
82,500 basic equivalent subscribers, as defined in the asset purchase
agreement, at closing, the General Partner anticipates that the sales price
will be only $170,353,750. The General Partner currently estimates that the
closing of the sale of the Partnership's cable television systems will occur
during the first quarter of 1999. Because the closing of the sale is
conditioned upon, among other things, the approval of the limited partners of
the Partnership and the receipt of material third party consents necessary
for the transfer of these systems to the buyer, there can be no assurance
that the proposed sale will occur or that it will occur by the end of the
first quarter of 1999.
. THE GENERAL PARTNER CURRENTLY ESTIMATES THAT THE AGGREGATE CASH DISTRIBUTIONS
TO LIMITED PARTNERS FROM THE NET PROCEEDS OF THE PENDING SALE WILL BE AT
LEAST $366 PER INTEREST, AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE PURCHASE
PRICE CONTAINED IN THE OFFER. The foregoing estimate reflects the expected
gross proceeds from the sale reduced by repayment of Partnership debts, the
payment of a brokerage fee, the settlement of working capital adjustments and
the deposit of a portion of the sale proceeds into an indemnity escrow
account. Relative to the estimated $366 per Interest in cash distributions
from the pending sales, the Offer Price ($250 per Interest, less the $50
transfer fee and the amount of any distributions paid with respect to the
Interests between the date of Madison's Offer and the expiration date of the
Offer) is rather low. There can be no assurance, however, that the aggregate
cash distributions to limited partners from the net proceeds of the pending
sale will be equal to the General Partner's current estimate because a
variety of factors including, among other things, unanticipated additional
downward closing adjustments to the sales price under the terms of the asset
purchase agreement could result in a smaller amount of net sale proceeds
available for distribution to the limited partners by the Partnership. If the
cash distributions ultimately made to the limited partners are materially
less than currently estimated, the Offer Price may in hindsight seem to be
fair and adequate.
. THE GENERAL PARTNER CURRENTLY ANTICIPATES THAT DISTRIBUTION OF THE NET SALE
PROCEEDS FROM THE PENDING SALE (EXCLUDING ESCROWED PROCEEDS) WILL BE MADE BY
THE END OF THE FIRST QUARTER OF 1999. The General Partner currently
anticipates that the closing of the pending sale will occur during the first
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quarter of 1999 and the Partnership will distribute the net sale proceeds
as quickly as events allow thereafter. Pending distribution to the limited
partners, the net proceeds from the sale will be held by the Partnership in
short-term, interest-bearing liquid investments, and distributions paid to
limited partners will include interest earned on such funds. The General
Partner currently estimates that a distribution of the net sale proceeds from
the pending sale (excluding escrowed proceeds) will be made by the end of the
first quarter of 1999. It is expected that any remaining escrowed proceeds
will be distributed by the end of 1999. There can be no assurance, however,
that the net sale proceeds from the pending sale (excluding escrowed
proceeds) will be made by the end of the first quarter of 1999 because there
can be no assurance that the pending sale will close by such date. In
addition, because the escrowed proceeds will be subject to potential claims
by the purchaser of the systems, there can be no assurance that there will be
a further distribution of all or any portion of the sale proceeds to be
placed in escrow.
. LIMITED PARTNERS WHO SELL ANY INTEREST TO MADISON PURSUANT TO THE OFFER WILL
NOT RECEIVE ANY DISTRIBUTIONS TO BE MADE BY THE PARTNERSHIP WITH RESPECT TO
THAT INTEREST ONCE THAT INTEREST IS TRANSFERRED TO MADISON, INCLUDING
DISTRIBUTIONS OF THE NET PROCEEDS FROM THE SALE OF THE BARRINGTON SYSTEM AND
THE SOUTH SUBURBAN SYSTEM. All distributions of net sale proceeds will be
made to the limited partners of record as of the closing date of the pending
sale, which is expected to occur in the first quarter of 1999 and after the
announced expiration date of the Offer.
. AS SET FORTH IN MADISON'S MATERIALS MAILED TO THE LIMITED PARTNERS, MADISON
IS MAKING THE OFFER FOR INVESTMENT PURPOSES AND WITH THE INTENTION OF MAKING
A PROFIT FROM THE OWNERSHIP OF THE INTERESTS. In establishing the purchase
price of $250 per Interest (less the $50 transfer fee and the amount of any
distributions paid with respect to the Interests between the date of
Madison's Offer and the expiration date of the Offer), Madison was motivated
to establish the lowest price that might be acceptable to limited partners
consistent with Madison's objectives.
. BECAUSE NO INTERESTS CAN BE TRANSFERRED DURING THE REMAINDER OF 1998, NONE OF
THE INTERESTS TENDERED TO MADISON PURSUANT TO THE OFFER WILL BE TRANSFERRED
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DURING 1998. As more fully described under Item 8 below, the General Partner
will not approve transfers of Interests in any tax year of the Partnership if
such transfers, together with all other transfers made during such tax year,
would cause transfers of Interests in the Partnership to exceed the 5% safe
harbor set forth in Paragraph II, Section C(1) of the Internal Revenue
Service Notice 88-75. As of the date of this Statement, transfers of 5% of
the Interests already have been processed during the 1998 tax year of the
Partnership and, accordingly, no Interests remain available for transfer
during the remainder of this 1998 tax year. The General Partner does
anticipate that additional transfers of Interests may be effected in the new
tax year of 1999. The General Partner's policy of limiting transfers to the
5% IRS safe harbor may have the effect of limiting the number of Interests
that can be transferred pursuant to the Offer. Limited partners who are
motivated to tender their Interests to Madison pursuant to the Offer
primarily in order to make 1998 the final year for which they receive a K-1
Tax Form from the Partnership should know that the transfer of their
Interests will not be effectuated by the General Partner in 1998. Limited
partners whose Interests are transferred to Madison in 1999 will be
considered limited partners of the Partnership during 1999 and thus they will
receive K-1s for the 1999 tax year in early 2000. It is currently anticipated
the Partnership will be liquidated and dissolved before the end of 1999 and
that 1999 thus will be the final year for which all limited partners of the
Partnership will receive K-1s.
. LIMITED PARTNERS WHO FULLY LIQUIDATE THEIR INTERESTS PURSUANT TO A SALE OF
THEIR INTERESTS TO MADISON PURSUANT TO THE OFFER WILL HAVE THE OPPORTUNITY TO
LIQUIDATE THEIR INVESTMENT IN THE PARTNERSHIP WITHOUT THE USUAL TRANSACTION
COSTS ASSOCIATED WITH SECONDARY MARKET SALES, THEY WILL GAIN LIQUIDITY AND
THEY MAY BE ABLE TO REDUCE THEIR TAX PREPARATION FEES AND, IF THEIR INTERESTS
ARE HELD IN AN INVESTMENT RETIREMENT ACCOUNT OR SIMILAR DEFERRED COMPENSATION
PLAN, THEY MAY BE ABLE TO REDUCE THEIR CUSTODIAL FEES. The General Partner is
aware that many limited partners incur substantial tax preparation and
custodial fees that, in some cases, may exceed the difference in value
between a $366 per Interest distribution and a $250 per Interest sale to
Madison. For such limited partners, a sale of all of their Interests to
Madison pursuant to the Offer may be advantageous, but each limited partner
should consult their own financial and tax advisors with respect to these
matters.
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. LIMITED PARTNERS MAY BE ABLE TO SELL THEIR INTERESTS FOR A HIGHER PRICE THAN
THE PRICE OFFERED BY MADISON. The General Partner recommends that limited
partners who seek liquidity but who do not wish to sell their Interests for
cash pursuant to the Offer make their own inquiry as to alternative
transactions that may be available, including, among others, the limited
secondary market for trading limited partnership interests, any pending
tender offer and any other offer that may be announced prior to the
expiration of the Offer. For example, the General Partner is aware that
Smithtown Bay, LLC, another limited partner of the Partnership that together
with its affiliates currently own approximately 7,569 Interests, or
approximately 3.6% of the outstanding Interests, is currently conducting an
unregistered tender offer for Interests at a purchase price of $300 per
Interest (less the $50 transfer fee), all as more specifically detailed in
Smithtown Bay's materials dated November 6, 1998 mailed to the limited
partners.
. MADISON MAY NOT PURCHASE ALL OF THE INTERESTS TENDERED AND MAY VOTE ITS
INTERESTS IN A MANNER ADVERSE TO OTHER LIMITED PARTNERS. Limited partners
should be aware that, because the Offer seeks to purchase only up to 21,104,
and not all, of the Interests, if any limited partner tenders Interests in
the Offer, Madison may purchase less than all of the Interests tendered by
each limited partner. See "Section 4. Proration." in Madison's Schedule 14D-1
dated November 5, 1998. Accordingly, each limited partner who tenders
Interests may continue to hold Interests in the Partnership at a time when
Madison may hold a significant number of Interests and may seek to vote those
Interests in a manner adverse to other limited partners. Limited partners
should be aware that Madison may take the position that its agreement
(described under Item 3(b)(2) above) to vote its Interests in the same manner
as a majority of all other limited partners does not apply to Interests
acquired pursuant to the Offer, although the General Partner would take the
position that the commitment made by an affiliate of Madison to vote with the
majority of all limited partners would apply to all Interests owned by
Madison and its affiliates however acquired by them. The Partnership is
currently conducting a vote of the limited partners of record as of October
15, 1998 on the sale of the Barrington System and the South Suburban System.
The Partnership does not expect to conduct any further votes of the
limited partners of the Partnership but there can be no assurance that it
will not do so. Although the General Partner has no reason to believe that
Madison will vote those Interests acquired by it pursuant to the Offer in a
manner adverse to other limited partners if additional limited partner votes
become necessary, there can be no assurance that it will not do so.
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THE PARTNERSHIP AND THE GENERAL PARTNER URGE ALL LIMITED PARTNERS TO
CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED HEREIN AND TO CONSULT WITH
THEIR OWN ADVISORS, TAX, FINANCIAL OR OTHERWISE, IN EVALUATING THE TERMS OF THE
OFFER BEFORE DECIDING TO TENDER INTERESTS. IN PARTICULAR, THE PARTNERSHIP AND
THE GENERAL PARTNER HAVE NOT TAKEN INTO ACCOUNT THE TAX CONSEQUENCES TO
INDIVIDUAL LIMITED PARTNERS AS A RESULT OF EITHER (A) THE PENDING SALE AND THE
DISSOLUTION OF THE PARTNERSHIP OR (B) ACCEPTING OR REJECTING THE OFFER, AND
THOSE TAX CONSEQUENCES COULD VARY SIGNIFICANTLY FOR EACH LIMITED PARTNER BASED
ON SUCH LIMITED PARTNER'S UNIQUE TAX SITUATION OR OTHER CIRCUMSTANCES.
NO INDEPENDENT PERSON HAS BEEN RETAINED TO EVALUATE OR RENDER ANY OPINION
WITH RESPECT TO THE FAIRNESS OF THE OFFER PRICE.
ITEM 5. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED
Neither the Partnership nor the General Partner, nor any person acting on
their behalf, intends to employ, retain or compensate any other person to make
solicitations or recommendations to the limited partners of the Partnership in
connection with the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) To the best knowledge of the Partnership and the General Partner, no
transactions in the Interests have been effected during the past 60 days by the
Partnership, by the General Partner, or by any affiliates or subsidiaries of
such persons (including any executive officer or director of the General
Partner).
(b) To the best knowledge of the Partnership and the General Partner, the
officers and directors of the General Partner do not own any Interests. The
General Partner owns 200 Interests. The General Partner does not presently
intend to tender to Madison any of its Interests.
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ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) The Partnership is not engaged in any negotiations in response to the
Offer that relates to or would result in: (1) an extraordinary transaction, such
as a merger or reorganization, involving the Partnership or any subsidiary of
the Partnership; (2) a purchase, sale or transfer of a material amount of assets
by the Partnership or any subsidiary of the Partnership; (3) a tender offer for
or other acquisition of securities by or of the Partnership; or (4) any material
change in the present capitalization or distribution policy of the Partnership.
As disclosed under Item 4 above, the Partnership is currently in the
process of selling all of its cable television systems. The Partnership intends
to wind up its affairs and dissolve in late 1999 or early 2000 following the
termination of indemnity escrow period related to the pending sale. The asset
purchase agreement for the sale of the Partnership's cable television systems
described in Item 4 above was entered into (and the Partnership's plans for
dissolution were formulated) prior to Madison's Offer and were not entered into
(or formulated) in response to the Offer.
(b) There are no transactions, board or partnership resolutions, agreements
in principle or signed contracts in response to the Offer, which relate to or
would result in one or more of: (1) an extraordinary transaction, such as a
merger or reorganization, involving the Partnership or any subsidiary of the
Partnership; (2) a purchase, sale or transfer of a material amount of assets by
the Partnership or any subsidiary of the Partnership; (3) a tender offer for or
other acquisition of securities by or of the Partnership; or (4) any material
change in the present capitalization or distribution policy of the Partnership.
As indicated under Item 7(a) and described under Item 4 above, however, the
Partnership, prior to the Offer, had entered into an agreement for the sale of
all of its cable television systems and had formulated the intention to wind up
its affairs and dissolve after consummation of the sale and termination of the
indemnity escrow period related thereto. The sale of the Partnership's assets
is expected to be consummated during the first quarter of 1999 and it is
anticipated that the Partnership will be liquidated and dissolved in late 1999
or early 2000.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Limited partners are advised that all transfers of Interests of the
Partnership are subject to the General Partner's consent once all necessary
transfer documents are received, reviewed and approved by the General Partner.
The General Partner will not approve transfers of Interests in the Partnership
unless the proper transfer documents are completed in full and unless both the
transferor and the
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transferee execute the documents with signatures medallion guaranteed. A $50 per
transfer fee also must be paid before the General Partner will consent to a
transfer of Interests. Even if all documentation is properly completed and the
fee is paid, the General Partner retains the right not to consent to any
transfer of Interests in its sole discretion.
The Partnership currently is treated as a partnership for Federal income
tax purposes, and the General Partner has a fiduciary duty to all limited
partners to take all action necessary to preserve this tax treatment. The
General Partner will take no action that could cause the Partnership to be
treated as an association taxable as a corporation and not as a partnership for
Federal income tax purposes. It is therefore the policy of the General Partner
that it will not approve any transfers of Interests in the Partnership in any
tax year of the Partnership if such transfers, together with all other transfers
made during such tax year, would cause transfers of Interests in the Partnership
to exceed the 5% safe harbor set forth in Paragraph II, Section C(1) of the
Internal Revenue Service Notice 88-75. The General Partner believes that this
policy serves the best interests of the Partnership and its limited partners
and it will not be waived for any reason. The General Partner has informed
Madison of this policy and, pursuant to the December 10, 1996 letter agreement
described under Item 3(b)(2) above, Madison has agreed that it will not ask the
General Partner to approve any transfers of Interests in the Partnership if such
transfers, together with all other transfers made during such tax year, would
cause transfers of Interests in the Partnership to exceed the 5% safe harbor.
The General Partner believes, and it has informed Madison of its belief, that
this commitment of Madison relates to transfer requests arising from the Offer.
Section 3.5(a) of the Partnership Agreement sets forth the conditions for
the transfer of Interests. Among other provisions, Section 3.5(a) of the
Partnership Agreement provides that Interests "may be assigned only with the
consent of the General Partner in its sole discretion" and that "the General
Partner may refuse to consent to any transfer if, in the sole discretion and
judgment of the General Partner, the transfer would be transacted on, or treated
as transacted on, a secondary market or the substantial equivalent thereof or
would cause the aggregate transfers to exceed permissible safe harbor limits on
the trading of interests under administrative interpretations under Section 7704
of the Code; not withstanding the foregoing, no transfers or assignments will be
permitted if such transfers or assignments would cause the aggregate transfers
or assignments to exceed the permissible safe harbor limits under administrative
interpretations under Section 7704 of the Code." From the outset of the
Partnership, the General Partner has refused to consent to any transfer if, in
the sole discretion and
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judgment of the General Partner, the transfer would be transacted on, or treated
as transacted on, a secondary market or the substantial equivalent thereof or
would cause the aggregate transfers to exceed permissible safe harbor limits on
the trading of interests under administrative interpretations under Section 7704
of the Code. The provisions of the Partnership Agreement together with advice
the General Partner and the Partnership have received from its outside tax
consultants at Arthur Andersen LLP, form the basis for the General Partner's
policy to deny transfers of Interests if such transfers would exceed the 5% IRS
safe harbor.
This policy of limiting transfers to the 5% IRS safe harbor may have the
effect of limiting the number of Interests that can be transferred pursuant to
the Offer. As of the date of this Statement, transfers of 5% of the Interests
already have been processed during the 1998 tax year of the Partnership and,
accordingly, no Interests remain available for transfer during the remainder of
this 1998 tax year. The General Partner anticipates that additional transfers
of Interests may be effected in the new tax year of 1999.
All distributions to limited partners of the Partnership from the net
proceeds of the sales of the Partnership's cable television systems will be made
to the Partnership's limited partners of record as of the closing dates of the
sales of the systems. Therefore, all distributions to limited partners of the
Partnership from the net proceeds of the sale of the Barrington System and the
South Suburban System will be made to the Partnership's limited partners of
record as of the closing date of the sale of these systems. Limited partners
who tender their Interests to Madison pursuant to the Offer prior to the record
date for the sale distributions will not receive distributions from the sale.
In addition, limited partners are advised that because transferees of
Interests following the closing date of the sale of the cable television systems
owned by the Partnership would not be entitled to any distributions from the
Partnership, transfers of Interests following the closing date of the sale of
the systems held by the Partnership would have no economic value. The General
Partner therefore has determined that, pursuant to the authority granted to it
by Section 3.5(a)(1) of the Partnership Agreement, it will not approve any
transfers of Interests following the closing of the sale of the Partnership's
cable television systems. Transfers of Interests pursuant to registered or
unregistered tender offers, in the secondary market or otherwise will therefore
not be possible following the closing the sale of the Partnership's cable
television systems, which is expected to occur before the end of the first
quarter of 1999.
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Secondary market sales activity for the Interests, including privately
negotiated sales, has been limited and sporadic. The Partnership's Annual
Report on SEC Form 10-K for the fiscal year ended December 31, 1997 states that
"there is no public market for the limited partnership interests and it is not
expected that a market will develop in the future." Privately negotiated sales
and sales through intermediaries (e.g., through the matching services for buyers
and sellers of partnership interests operated by certain firms unaffiliated with
the General Partner and the Partnership) currently are the primary means
available to a limited partner to liquidate an investment in the Interests
(other than tender offers to purchase, including the Offer) because the
Interests are not listed or traded on any exchange or quoted on any NASDAQ list
or system. Because there has never been an established trading market for the
Interests, the General Partner and the Partnership do not have access to any
reliable, official information about the historical or current market prices for
the Interests in the very limited secondary market where the Interests from time
to time have been sold. The General Partner believes that the secondary market
deeply discounts the underlying value of the Interests due to their highly
illiquid nature. Therefore, even if trading information were available, the
historical or current market prices for the Interests would not necessarily be
indicative of the value of the Interests and/or the Partnership's cable
television system assets.
During the past several years, however, several limited partners of the
Partnership who are not in any other way affiliated with the Partnership or the
General Partner conducted unregistered tender offers for Interests in the
Partnership at prices ranging from $170 per Interest to $195 per Interest.
Madison and/or an affiliate conducted unregistered tender offers for Interests
at prices ranging from $180 per Interest to $195 per Interest pursuant to which
Madison and its affiliates acquired approximately 10,455 Interests,
approximately 4.9% of the outstanding Interests.
15
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
Number Description
- ------- -----------
(a)(1) Letter dated November 19, 1998, from the Partnership and Jones
Intercable, Inc. to the limited partners of Cable TV Fund 15-A,
Ltd.
(c)(1) Limited Partnership Agreement of Cable TV Fund 15-A, Ltd. made
and entered into as of February 9, 1989, by and between Jones
Intercable, Inc., a Colorado corporation, as general partner and
the limited partners (previously filed with the Securities and
Exchange Commission as Exhibit 3 to the Partnership's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989
(File No. 0-17733) filed in March 1990 and hereby incorporated
herein by reference).
(c)(2) Item 13. Certain Relationships and Related Transactions on pages
29 and 30 of the Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (previously filed with
the Securities and Exchange Commission (File No. 0-17733) in
March 1998 and hereby incorporated herein by reference).
(c)(3) Letter Agreement dated December 10, 1996 by and among Jones
Intercable, Inc., Cable TV Fund 15-A, Ltd. and Gramercy Park
Investments, LP relating to prior unregistered tender offers for
Interests by an affiliate of Madison.
16
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
CABLE TV FUND 15-A, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.,
its general partner, a Colorado
corporation
By: /s/ James B. O'Brien
-----------------------------------
James B. O'Brien
President
JONES INTERCABLE, INC., a
Colorado corporation
By: /s/ Kevin P. Coyle
-----------------------------------
Kevin P. Coyle
Group Vice President/Finance
Dated: November 19, 1998
17
<PAGE>
Exhibit (a)(1)
[LOGO OF JONES INTERCABLE, INC. APPEARS HERE]
November 19, 1998
Dear Limited Partner of Cable TV Fund 15-A, Ltd.:
Cable TV Fund 15-A, Ltd., a Colorado limited partnership (the
"Partnership"), and Jones Intercable, Inc., a Colorado corporation and the
general partner of the Partnership (the "General Partner"), have reviewed the
unsolicited tender offer to purchase limited partnership interests of the
Partnership (the "Interests") for a purchase price of $250 per Interest (the
"Offer") made by Madison Liquidity Investors 104, LLC, a Delaware limited
liability company ("Madison"), on November 5, 1998. The Partnership and the
General Partner have filed with the Securities and Exchange Commission a
Recommendation Statement on Schedule 14D-9 relating to the Offer. A copy of
that Recommendation Statement on Schedule 14D-9 is enclosed with this letter and
it should be carefully reviewed by each limited partner. As more fully
described in the Recommendation Statement on Schedule 14D-9, the Partnership and
the General Partner are making no recommendation as to whether limited partners
should tender their Interests in response to the Offer. For those limited
partners who have no current need for liquidity and expect to retain their
Interests in the Partnership through an anticipated orderly liquidation of the
Partnership by the end of 1999, the Offer may be inadequate and not in their
best interests. For those limited partners who have an immediate need for
liquidity or who conclude that the risks of a longer holding period are
significant, however, the Offer may indeed be adequate and in their best
interests.
In considering whether to tender Interests, the Partnership and the General
Partner believe that limited partners should carefully consider all of the facts
and circumstances and should review all available information. Factors that
could affect a limited partner's decision may include, but are by no means
limited to, the following:
. All of the Partnership's cable television systems are in various stages of
being sold, and the General Partner currently estimates that the closing of
the sale will occur during the first quarter of 1999.
. Aggregate cash distributions to limited partners from the net proceeds of the
pending sale are currently estimated to be at least $366 per Interest, an
amount substantially greater than the $250 per Interest that Madison is
offering.
<PAGE>
. A distribution of a substantial portion of the net sale proceeds is expected
to be made by the end of the first quarter of 1999.
. Limited partners who sell any Interests to Madison pursuant to the Offer will
not receive any distributions to be made from the pending sale.
. As set forth in the materials you received from Madison, Madison is making
its Offer for investment purposes and with the intention of making a profit
from its ownership of the Interests.
. Limited partners who desire to sell their Interests have other means of doing
so, including by tendering Interests to Smithtown Bay, LLC, which is
conducting an unregistered tender offer pursuant to which it is offering to
purchase Interests at a purchase price of $300 per Interest.
TO THE EXTENT THAT YOU HAVE PREVIOUSLY TENDERED INTERESTS PURSUANT TO
MADISON'S OFFER, YOU SHOULD CONSIDER THAT YOU HAVE A RIGHT TO WITHDRAW YOUR
TENDER BY FOLLOWING THE PROCEDURES SET FORTH UNDER "SECTION 5. WITHDRAWAL
RIGHTS" IN MADISON'S OFFER TO PURCHASE DATED NOVEMBER 5, 1998. Madison's Offer
to Purchase provides that Interests tendered pursuant to Madison's Offer may be
withdrawn at any time prior to the Offer's expiration date. For withdrawal to
be effective, a written notice of withdrawal must be timely received by
Madison's transfer agent, Gemisys Tender Services at 7103 South Revere Parkway,
Englewood, Colorado 80112 before Madison's Offer expires. Any such notice of
withdrawal must specify the name of the person who tendered the Interests to be
withdrawn and must be signed by the person(s) who signed the Agreement of
Assignment and Transfer in the same manner as the Agreement of Assignment and
Transfer was signed and it must also contain a medallion signature guarantee.
The attached Recommendation Statement on Schedule 14D-9 expands upon the
reasons for the neutral position taken by the Partnership and the General
Partner concerning Madison's Offer, and contains additional information about
the potential risks to limited partners from their continuing to hold their
Interests through the planned liquidation of the Partnership. We urge you to
read the Schedule 14D-9 carefully.
Very truly yours,
Cable TV Fund 15-A, Ltd.,
a Colorado limited partnership
By: Jones Intercable, Inc., a
Colorado corporation,
its general partner
(39386)
<PAGE>
[LOGO OF JONES INTERCABLE]
EXHIBIT (C)(3)
December 10, 1996
Ronald Dickerman
Bryan E. Gordon
Gramercy Park Investments, LP
400 Madison Avenue
Suite 804
New York, New York 10017
Re: Cable TV Fund 15-A, Ltd.
Request for Limited Partnership List
Dear Messrs. Dickerman and Gordon:
I am writing to respond, on behalf of Jones Intercable, Inc. (the
"General Partner"), to your request for a list of the names, addresses and
related interest holdings of the limited partners of Cable TV Fund 15-A, Ltd.
(the "Partnership"). As you have been made aware, the General Partner carefully
limits access to this information to protect the confidentiality interests of
the Partnership and its limited partners and to guard against any possible
commercial exploitation of the list or its use for any other improper or non-
partnership purpose.
Our records indicate that Gramercy Park Investments, LP ("Gramercy")
is a limited partner of the Partnership. Based on your representation to the
General Partner that Gramercy intends to use the list for the sole purpose of
seeking to increase Gramercy's ownership in the Partnership via a limited
tender offer, and subject to Gramercy's agreeing to the terms and conditions
set forth in this letter agreement, the General Partner will provide you with a
list of names, addresses and related interest holdings of the limited partners
of the Partnership.
<PAGE>
Ronald Dickerman
Bryan E. Gordon
December 10, 1996
Page 2
1 . Within 10 business days of the General Partner's receipt of a
fully executed original of this letter agreement, the General Partner will
deliver to Gramercy a list of the names and addresses of the limited partners
with the number of partnership interests held by each limited partner in the
Partnership. The parties agree that, to the extent any list delivered pursuant
to this letter agreement reflects a limited partner's interest as being held by
a custodian, the General Partner shall be deemed to have satisfied its
obligation under this letter agreement by identifying each custodian.
2. Gramercy acknowledges that the information being provided by the
General Partner relating to the Partnership pursuant to this letter agreement
constitutes confidential and proprietary information of the General Partner
and/or the Partnership. Gramercy agrees that the list of limited partners
obtained by it pursuant to this letter agreement shall be used solely for the
purpose of contacting limited partners of the Partnership to inquire as to
whether they wish to sell their interests in the Partnership to Gramercy or one
of its affiliates and for no other purpose. Gramercy, its general partners,
officers, directors, principals, agents and affiliates will make all
reasonable efforts to safeguard the list and the information contained therein
from disclosure to third parties, and will not furnish the list or the
information contained therein to any other person or entity. This letter
agreement, including this paragraph relating to confidentiality and the uses to
which the partnership list may be put, shall be binding upon Gramercy, its
general partners, officers, directors, principals, agents and affiliates, and
shall survive the termination of the limited tender offer contemplated to be
undertaken by Gramercy for a period of two (2) years.
3. Gramercy represents that all limited partnership interests
of the Partnership acquired by it pursuant to the proposed limited tender offer
will be acquired for investment purposes only and not with an intention to
resell the interests.
4. In order to avoid disrupting the possible sale of all or
substantially all of the Partnership's assets and any required vote of the
limited partners of the Partnership, Gramercy agrees that on any proposal or
issue submitted to a vote of the Partnership's limited partners, Gramercy will
vote all
<PAGE>
Ronald Dickerman
Bryan E. Gordon
December 10, 1996
Page 3
of its limited partnership interests in the Partnership in the same manner as
the majority of all other limited partners who vote on any such proposal or
issue.
5. Gramercy represents that, for the period commencing as of the
date of this letter agreement and continuing for 12 months thereafter, Gramercy
and any person or entity controlled, managed or advised by it shall not in any
manner acquire, attempt to acquire or make a proposal to acquire, directly or
indirectly, more than a 5% interest in the Partnership.
6. Gramercy agrees to limit its purchases of limited partnership
interests in any tax year of the Partnership so as not to cause the Partnership
to be treated as a publicly traded partnership within the meaning of Section
7704 of the Internal Revenue Code. Gramercy will not ask the General Partner to
approve any transfers of interests in the Partnership in any tax year of the
Partnership if such transfers, together with all other transfers made during
such tax year, would cause transfers of interests in the Partnership to exceed
the 5% safe harbor set forth in Paragraph II, Section C(l) of Internal Revenue
Service Notice 88-75.
7. Gramercy agrees that the price offered by it for limited
partnership interests in the Partnership pursuant to the proposed limited
tender offer will be no less than $175 per limited partnership interest.
8. Gramercy agrees that any communication it sends to any limited
partner identified on the list of limited partners of the Partnership being
provided to Gramercy by the General Partner pursuant to this letter agreement
shall expressly state that "Neither Jones Intercable, Inc., the general partner
of Cable TV Fund 15-A, Ltd., nor Cable TV Fund 15-A, Ltd. or their respective
affiliates or subsidiaries are parties to this offer." Gramercy further agrees
that it shall provide to Jones Intercable, Inc., 9697 East Mineral Avenue, P.O.
Box 3309, Englewood, Colorado 80115-3309, Attn: David K. Zonker (facsimile
(303) 790-9021) a copy of any correspondence that Gramercy proposes to send to
any limited partner of the Partnership prior to use.
9. Gramercy agrees to pay all costs incurred by the Partnership
in connection with the production of the list and the processing of transfers
<PAGE>
Ronald Dickerman
Bryan E. Gordon
December 10, 1996
Page 4
related to Gramercy's limited tender offer, including, without limitation, all
printing, mailing, personnel and other administrative expenses incurred by the
Partnership in connection with such limited tender offer (i) to the extent that
such costs are not covered by the transfer fees paid by Gramercy in connection
with Gramercy's limited tender offer for interests in the Partnership and (ii)
in an amount not to exceed $5,000. Gramercy further agrees that the transfer
of interest forms to be used by it in connection with the limited tender offer
will conform in all respects to the transfer of interest processes approved for
use by the General Partner, including, without limitation, the requirements for
guaranteed signatures of transferors and transferees.
10. Gramercy agrees that it will return the list of limited partners
of the Partnership to the General Partner (without making any copies thereof)
within 10 business days of the completion of Gramercy's limited tender offer.
If the foregoing terms and conditions are acceptable to you please
indicate your agreement to each of the terms and conditions by signing the
enclosed duplicate original of this letter agreement in the space provided below
and returning it to the undersigned at your earliest convenience. Please also
remit a check for $150.00 payable to Jones Intercable, Inc. to cover the costs,
of creating, producing and mailing the list of the Partnership's limited
partners.
JONES INTERCABLE, INC.,
on its own behalf and
as general partner of
Cable TV Fund 15-A, Ltd.,
a Colorado limited partnership
By: /s/ Kevin P. Coyle
-----------------------------
Kevin P. Coyle
Group Vice President/Finance
<PAGE>
Ronald Dickerman
Bryan E. Gordon
December 10, 1996
Page 5
Gramercy Park Investments, LP hereby agrees to each and all of the terms and
conditions set forth above.
By: /s/ Bryan E. Gordon
---------------------------------
Name: Bryan E. Gordon
-------------------------------
Title: Managing Director
------------------------------
Date: 12/11/96
-------------------------------
