<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-40147
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 18, 1997)
50,000 SHARES
[LOGO OF JONES INTERCABLE]
CLASS A COMMON STOCK
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All of the shares of Class A Common Stock, $.01 par value per share (the
"Class A Common Stock"), offered hereby are being sold by Jones International,
Ltd., a Colorado corporation ("International") and a Selling Shareholder. The
shares were sold to Lehman Brothers Inc. at a price of $17.375 per share.
Jones Intercable, Inc. (the "Company") has two classes of common stock:
Common Stock, $.01 par value per share (the "Common Stock"), and Class A
Common Stock. The holders of Common Stock and the holders of Class A Common
Stock vote together as a single class on all matters except with respect to
the election of directors and those matters requiring a class vote under
Colorado law. 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% 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. In all circumstances where the
shareholders vote together as a single class, the holders of Class A Common
Stock are entitled to one-tenth of a vote per share and the holders of Common
Stock are entitled to one vote per share. See "Description of Capital Stock."
On April 13, 1998, the last reported sale price of the Class A Common Stock,
which is traded on the Nasdaq National Market under the symbol "JOINA," was
$18.00 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE S-4 HEREIN FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
APRIL 14, 1998
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THE COMPANY
Jones Intercable, Inc. (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 indirectly by
the Company through the Company's wholly owned subsidiaries, Jones Cable
Holdings, Inc. and Jones Cable Holdings II, Inc. 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. The
Company also has minority equity interests in affiliated companies that
provide educational programming, products and services.
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 system operators in the United States. As of December 31, 1997, the
Company owned or managed 39 cable television systems serving a total of
approximately 1,460,000 basic subscribers in 17 states. Glenn R. Jones, the
founder, Chairman, Chief Executive Officer and controlling shareholder of the
Company, is one of the pioneers in the cable television industry and has owned
and operated cable television systems since 1970.
As of December 31, 1997, Company-owned systems served approximately 765,100
basic subscribers and systems owned by Company-managed partnerships served
approximately 697,800 basic subscribers. A significant number of cable
television systems owned by Company-managed partnerships are scheduled to be
sold in 1998, including the Albuquerque, New Mexico system, the Palmdale,
California system and the Littlerock, California system which are to be
acquired by the Company. As of December 31, 1997, on a pro forma basis for the
acquisitions of cable systems by the Company and sales of cable systems by
managed partnerships that closed after year end or were pending as of March
31, 1998, Company-owned systems served approximately 950,000 basic subscribers
and systems owned by Company-managed partnerships served approximately 327,000
basic subscribers.
The Company intends to liquidate its 18 remaining managed partnerships as
such partnerships achieve their investment objectives and as opportunities for
sales of partnership cable television systems arise in the marketplace. In
accordance with this strategy, the Company is marketing for sale most of the
cable television systems owned by its managed partnerships. During 1997, the
Company liquidated five of its managed partnerships by arranging on behalf of
such partnerships for the sale of all of the remaining assets of such
partnerships to the Company. As of March 31, 1998, the Company was in the
process of liquidating seven more of its managed partnerships by arranging on
behalf of such partnerships for the sale of all of the remaining assets of
such partnerships either to the Company or to unaffiliated entities. These
seven liquidations are expected to be accomplished before the end of 1998. In
addition, several other of the Company's managed partnerships recently have
sold or are in the process of selling cable systems to unaffiliated entities
as intermediate steps toward the eventual liquidation of such managed
partnerships.
Over the last several years, the Company has taken significant steps to
simplify its corporate structure. This process has included sales of cable
television systems owned by certain managed partnerships either to the Company
or to unaffiliated entities and the divestiture of certain of the Company's
non-strategic assets. As a result of this strategy, on a pro forma basis for
the cable system acquisitions by the Company and cable system sales by the
managed partnerships pending as of March 31, 1998, 74% of total subscribers
served by the Company would have been owned by the Company as of December 31,
1997, compared to 23% in June 1995.
During this process of simplifying its corporate structure, the Company has
also made progress in clustering its owned subscribers in two primary groups
of cable systems. The Company's Virginia/Maryland cluster is based primarily
on geography. The Company's suburban cluster is based on similar market and
operating characteristics, rather than geography. These clusters represent 93%
of Company-owned subscribers. The Company believes that its clustering
strategy should allow it to obtain both economies of scale and operating
efficiencies.
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The Virginia/Maryland cluster is comprised of cable systems serving
approximately 405,000 basic subscribers in communities in Maryland and
Virginia surrounding Washington, D.C. On a pro forma basis for the Company's
pending cable system acquisitions, the Company's suburban cluster is comprised
of seven cable systems serving approximately 488,500 basic subscribers. The
suburban cluster includes the Savannah and Augusta, Georgia systems, the Pima
County, Arizona system and the Independence, Missouri system, and it will
include the Albuquerque, New Mexico system that is scheduled to be acquired by
the Company in the second quarter of 1998 and the Palmdale, California system
and the Littlerock, California system that are scheduled to be acquired by the
Company in the third quarter of 1998.
The Company also intends to maintain and enhance the value of its cable
television systems through capital expenditures. Such expenditures will
include, among others, cable television plant extensions and the upgrade and
rebuild of certain systems. The Company also intends to institute new services
as they are developed and become economically viable.
Key elements of the Company's operating strategy include increasing basic
penetration levels and revenue per subscriber through targeted marketing,
superior customer service, maintenance of high technical standards and growth
of advertising sales and pay-per-view revenues. The Company has deployed fiber
optic cable wherever practical in its current rebuild and upgrade projects,
which improves system reliability and picture quality, increases channel
capacity and provides the potential for new business opportunities.
S-3
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RISK FACTORS
An investment in the Class A Common Stock offered hereby involves certain
risks. Prospective investors should consider carefully the following factors,
as well as all of the other information set forth in this Prospectus
Supplement and in the Prospectus dated December 18, 1997 (the "Prospectus"),
in evaluating an investment in the Class A Common Stock offered hereby.
Certain information contained in this Prospectus Supplement, in the Prospectus
and in the documents incorporated by reference contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements, other than statements of historical facts, included
in such documents that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the future,
including such matters as changes in the cable television industry, the
Company's acquisition and clustering strategies, capital expenditures, the
Company's operating strategies, the liquidation of the Company's managed
partnerships, the development of new services and technologies, particularly
those in the telecommunications area, the effects of competition, the
Company's expansion and growth of the Company's operations and other such
matters, are forward-looking statements. These forward-looking statements are
based upon certain assumptions and are subject to a number of risks and
uncertainties. Discussions containing such forward-looking statements may be
found in this Prospectus Supplement under "The Company" and "Risk Factors," as
well as elsewhere in the Prospectus Supplement and in the Prospectus. Actual
events or results may differ materially from those discussed in the forward-
looking statements as a result of various factors, including without
limitation the risk factors set forth below and the matters set forth in the
Prospectus Supplement and the Prospectus generally.
HISTORY OF NET LOSS; EXPECTED FUTURE NET LOSS
The Company has sustained net losses of $21.7 million, $62.6 million and
$51.9 million for the years ended December 31, 1995, 1996 and 1997,
respectively. The net losses have resulted in an accumulated deficit of
$259.5 million as of December 31, 1997. In addition, earnings have been
insufficient to cover fixed charges in each of the five years ended December
31, 1997. The Company anticipates the continued recognition of operating
income prior to depreciation and amortization charges, but net losses
resulting from depreciation, amortization and interest expenses may occur in
the future. To the extent the Company recognizes general partner distributions
from its managed partnerships and/or gains on the sale of Company-owned cable
television systems in the future, such losses may be reduced or eliminated;
however, there is no assurance as to the timing or recognition of these
distributions or sales.
RISKS ASSOCIATED WITH SUBSTANTIAL LEVERAGE
The Company historically has been highly leveraged and the Company will
remain highly leveraged. On a pro forma basis giving effect to the recent sale
of $200,000,000 of 7 5/8% Senior Notes due 2008 (the "Senior Notes") and the
use of proceeds therefrom, the Company will have long-term indebtedness of
approximately $1.03 billion and a ratio of long-term indebtedness to
annualized EBITDA for the quarter ended December 31, 1997 of 6.2 to 1.0 as of
December 31, 1997 (as if the recent sale of Senior Notes took place on that
date). On a pro forma basis giving effect to the recent sale of Senior Notes,
the use of proceeds therefrom and to all pending acquisitions of cable systems
by the Company and sales of cable systems by managed partnerships that closed
after year end or were pending as of March 31, 1998, the ratio of long-term
indebtedness to annualized EBITDA would increase. The degree to which the
Company is leveraged may restrict the Company's ability to obtain additional
financing in the future for working capital, capital expenditures,
acquisitions, general corporate purposes or other purposes and will require
the Company to dedicate a significant portion of the Company's cash flow from
operations to interest payments. The Company would suffer a material adverse
effect if it were unable to meet its debt obligations.
RISKS RELATED TO SHAREHOLDERS AGREEMENT
Pursuant to the terms of the shareholders agreement dated as of December 20,
1994 among Glenn R. Jones, Jones International, Ltd. ("International"), BCI
Telecom Holding Inc. ("BTH") and the Company (the "Shareholders Agreement"),
International and BTH, the principal shareholders of the Company, have certain
rights and obligations with respect to certain transactions proposed by or
otherwise affecting the Company. The
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Shareholders Agreement grants BTH certain significant consent rights.
Notwithstanding such rights, the Company can acquire systems from its managed
partnerships and can sell, buy or make investments in other cable television
systems in amounts of $50,000,000 or less, up to an aggregate of $250,000,000,
without BTH's consent. The Company may not, without the prior written consent
of BTH, acquire or sell any cable television systems other than as described
above and may not incur debt if the resulting debt to cash flow ratio of the
Company would exceed 7:1. In addition, pursuant to the terms of the
Shareholders Agreement, the principal shareholders and/or certain of their
affiliates have certain rights to distribute programming on the Company's
cable television systems and the first opportunity to supply certain services
and equipment to the Company (on competitive terms and conditions) and the
Company has agreed to regularly advise and consult with BTH with respect to
the Company's strategic, operating and financial plans and other matters.
Because of these and other rights granted to the Company's principal
shareholders under the Shareholders Agreement, certain actions that management
of the Company might desire to take could be dependent upon the agreement and
cooperation of the Company's principal shareholders. From time to time,
disagreements concerning the Company's strategic plan, acquisitions and other
matters have occurred between the principal shareholders. These disagreements
have been reflected, in some cases, in divided votes by the Company's Board of
Directors and, in other cases, in the Company being unable to obtain BTH's
consent under the Shareholders Agreement. A disagreement between Mr. Jones and
BTH about certain provisions of the Shareholders Agreement has resulted in
litigation. See "Risks Related to Shareholder Litigation." Management's
ability to implement its strategic plan or take other actions may be
frustrated, delayed or prevented by shareholder disagreements.
RISKS RELATED TO SHAREHOLDER LITIGATION
In February 1998, BTH filed a lawsuit in the United States District Court
for the District of Colorado against the Company, International, Jones
Internet Channel, Inc. ("JICI") and Glenn R. Jones. JICI is a wholly owned
subsidiary of International. In its complaint, BTH alleges that the defendants
have violated the Shareholders Agreement and certain duties allegedly owed to
BTH, and conspired with each other to do so. More specifically, BTH claims
that under the Shareholders Agreement, the offering of the service known as
the "Internet Channel" to the Company's subscribers, and any affiliation
agreement between the Company and JICI for the provision of the Internet
Channel service, could not proceed without approval of a specific group of
directors of the Company, including the three directors designated by BTH. BTH
also maintains, in connection with the relationship and proposed affiliate
agreement between the Company and JICI, that the defendants have breached a
provision of the Shareholders Agreement defining the "core business" of the
Company. In addition to damages, BTH seeks an injunction prohibiting the
Company from making the Internet Channel available to additional subscribers
and from entering into an affiliate agreement with JICI for the Internet
Channel, as well as other equitable relief. A hearing on the application of
BTH for an injunction was held and the matter has, as of April 7, 1998, been
submitted to the Court for decision.
In March 1998, a minority shareholder of the Company filed a shareholder
derivative action in the United States District Court for the District of
Colorado against Glenn R. Jones and seven other directors of the Company. In
its complaint, the plaintiff alleges that the defendants have violated certain
fiduciary and other duties allegedly owed to the Company and its shareholders
in connection with the Company's offering of the Internet Channel service. The
allegations raised in this complaint are similar to those raised by BTH in its
complaint. The plaintiff seeks certain equitable relief and damages.
CONFLICTS OF INTEREST; TRANSACTIONS WITH AFFILIATES
The Company has engaged in and expects to continue to engage in certain
transactions with its affiliates. These transactions have involved affiliation
agreements for the distribution of programming owned by affiliated companies
on cable television systems owned or managed by the Company, lease agreements
related to real estate, lease agreements and service agreements related to
certain technical, computer, financial and administrative services provided to
the Company by affiliates. For the year ended December 31, 1997, approximately
$705,000, or less than 1%, of the Company's total revenue and approximately
$4,925,000, or 2.5%, of its total operating, general and administrative
expenses were a result of related party transactions. Because certain officers
and directors of the Company are also officers and directors of affiliated
companies, the terms of any agreements between the Company and such affiliates
generally are not and will not be the result of arm's-length negotiations.
There can be no assurance that the terms of any transactions between the
Company and its affiliates have been or will be as favorable as the Company
could obtain from unrelated parties.
S-5
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RISKS ASSOCIATED WITH GOVERNMENT REGULATION OF THE CABLE TELEVISION INDUSTRY
The operation of cable television systems is extensively regulated by the
Federal Communications Commission (the "FCC"), some state governments and most
local governments. This regulation imposes a substantial burden on cable
system operations and requires cable operators to maintain a local franchise
to continue providing cable service. The Telecommunications Act of 1996 (the
"1996 Telecom Act") altered the regulatory structure governing the nation's
telecommunications providers. It removed barriers to competition in both the
cable television market and the local telephone market. Among other things, it
also reduced the scope of cable rate regulation. The 1996 Telecom Act requires
the FCC to undertake a host of implementing rulemakings, the final outcome of
which cannot yet be determined. Moreover, Congress and the FCC have frequently
revisited the subject of cable regulation. Future legislative and regulatory
changes could adversely affect the Company's operations, and there has been a
recent increase in calls to maintain or even tighten cable regulation in the
absence of widespread effective competition.
RISKS OF COMPETITION
Cable television systems currently experience competition from several
sources.
Broadcast Television. Cable television systems have traditionally competed
with broadcast television, which consists of television signals that the
viewer is able to receive directly without charge using an "off-air" antenna.
The extent of such competition is dependent in part upon the quality and
quantity of signals available by such antenna reception and it has generally
been less difficult for cable operators to obtain higher penetration rates in
rural areas where signals available off-air are more limited than in
metropolitan areas where numerous, high quality off-air signals are often
available without the aid of cable television systems.
Traditional Overbuild. Because cable television franchises are not
exclusive, more than one cable television system may be built in the same
area, known as an "overbuild." The Company has experienced over- builds in
connection with certain systems that it has owned or managed for limited
partnerships and currently there are overbuilds in both owned and managed
systems. The Company anticipates competition in the Augusta franchise area.
The City of Augusta has granted a franchise to an unaffiliated cable operator,
and the Company anticipates that this operator will commence service in the
franchise area during the second half of 1998. The Company's Panama City Beach
System has lost basic subscribers and commercial units to an overbuilder that
continues to provide significant competition. A portion of the Company's
Chesapeake Bay Group serving Anne Arundel County, Maryland is overbuilt by a
competing cable television system.
DBS. High-powered direct-to-home satellites have made possible the wide-
scale delivery of programming to individuals throughout the United States who
use small roof-top or wall-mounted antennas. Several companies have begun
offering direct broadcast satellite ("DBS") services over the last few years.
Companies offering DBS services use video compression technologies to increase
the channel capacity of their systems to 100 or more channels and to provide
packages of movies, satellite networks and other program services that are
competitive to those provided by cable television systems. DBS service
providers face significant obstacles to offering local programming, but at
least one future DBS entrant is attempting to offer customers regional
delivery of local broadcast signals. To date, the Company has not lost a
significant number of subscribers to DBS service providers. The ability of DBS
service providers to compete successfully with the cable television industry
will depend on, among other factors, the availability of DBS equipment and
services at competitive prices.
Telephone and Utility Companies. Federal cross-ownership restrictions
historically limited entry by local telephone companies into the cable
television business. The 1996 Telecom Act eliminated this cross-ownership
restriction, making it possible for companies with considerable resources to
overbuild existing cable operators and enter the business. Several telephone
companies have begun seeking cable television franchises from local
governmental authorities and a few of these have begun constructing cable
television systems. GTE, a local exchange carrier, which provides telephone
service in a multi-state region including California, has obtained a franchise
from the City of Oxnard, California and has commenced providing video
programming in Oxnard in competition with the Company's Oxnard cable system.
In addition, Ameritech, one of the seven regional Bell
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Operating Companies ("BOCs"), which provides telephone service in a multi-
state region including Illinois, has been the most active BOC in seeking local
cable franchises within its service area. It has already begun cable service
in competition with partnership-owned cable systems in Elgin, Glen Ellyn and
Naperville, Illinois. The Company cannot predict at this time the extent of
telephone company competition that will emerge to Company-owned or managed
cable television systems. The entry of telephone companies as direct
competitors, however, is likely to continue over the next several years and
could adversely affect the profitability and market value of the Company's
owned and managed systems. The entry of electric utility companies into the
cable television business, as now authorized by the 1996 Telecom Act, could
have a similar adverse effect. The local electric utility in the Washington,
D.C. area recently announced plans to participate in a planned video
distributor that may compete with systems in the Company's Virginia/Maryland
cluster.
Private Cable Systems. The Company's cable television systems also face
competition from private cable television systems, known as Satellite Master
Antenna Television ("SMATV"), serving multi-unit dwellings such as
condominiums, apartment complexes and private residential communities. SMATV
operators may enter into exclusive agreements with apartment owners and
homeowners associations, which may preclude operators of franchised systems
from serving residents of such private complexes. Private cable systems that
do not cross public rights of way are free from the federal, state and local
regulatory requirements imposed on franchised cable television operators. In
some cases, the Company has been unable to provide cable television service to
buildings in which private operators have secured exclusive contracts to
provide video and telephony services. The Company is interested in providing
these same services, but expects that the market to install and provide these
services in multi-unit buildings will continue to be highly competitive. In
late 1995, the Company launched a competitive telephone service in selected
apartments and condominium units in its Alexandria, Virginia system, and began
providing such service in the first half of 1997 in Maryland as well. The
Company has been granted Competitive Local Exchange Carrier status in the
states of Maryland and Virginia. The Company faces considerable competition in
providing telephony service from incumbent local exchange carriers and a host
of alternative carriers.
Wireless Cable. Cable television systems also compete with wireless program
distribution services such as multichannel multipoint distribution services
("MMDS") systems, commonly called wireless cable, which are licensed to serve
specific areas. MMDS uses low-powered microwave frequencies to transmit
television programming over-the-air to paying subscribers. The MMDS industry
is less capital intensive than the cable television industry and it is
therefore more practical to construct MMDS systems in areas of lower
subscriber penetration. Wireless cable systems are now in direct competition
with cable television systems in several areas of the country, including the
Company's system in Pima County, Arizona. To date, the Company has not lost a
significant number of subscribers nor a significant amount of revenue to MMDS
operators competing with the Company's cable television systems. A series of
recent actions taken by the FCC, however, including reallocating certain
frequencies to the wireless services and auctioning new spectrums to Local
Multipoint Distribution Services, are intended to facilitate the development
of wireless cable television systems as an alternative means of distributing
video programming.
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PROSPECTUS
3,217,273 SHARES
[LOGO OF JONES INTERCABLE]
CLASS A COMMON STOCK
This Prospectus relates to 3,217,273 shares of Class A Common Stock, $.01
par value per share, of Jones Intercable, Inc. (the "Company"), which may be
offered and sold from time to time by Glenn R. Jones, Jones International,
Ltd., Jones Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global
Group, Inc. and Jones Interdigital, Inc., shareholders of the Company (the
"Selling Shareholders"). The sale of the Class A Common Stock by the Selling
Shareholders pursuant to offerings made by this Prospectus will not result in
any change in control of the Company. Mr. Jones, the Company's Chairman and
Chief Executive Officer, is deemed to be the beneficial owner of all of the
shares of the Company owned by the Selling Shareholders. Mr. Jones currently
controls the election of a majority of the Company's Board of Directors and he
has voting power over approximately 37 percent of votes to be cast by all
shareholders on matters not requiring a class vote. Through his continued
ownership of approximately 57 percent of the Company's outstanding Common
Stock, which has preferential voting rights over the Company's Class A Common
Stock, Mr. Jones will continue to control the election of a majority of the
Company's Board of Directors and he will have voting power over approximately
33 percent of votes to be cast by all shareholders of the Company on matters
not requiring a class vote even if all of the shares of the Company's Class A
Common Stock offered by this Prospectus are sold. See "Selling Shareholders."
The Company will not receive any of the proceeds from the sale of the shares
offered hereby. The Selling Shareholders directly, or through agents
designated from time to time, or through dealers or underwriters also to be
designated, may sell all or a portion of the shares of Class A Common Stock
offered hereby from time to time on terms and at prices to be determined at
the time of sale. To the extent required, the specific number of shares to be
sold, the terms of the offering, including selling price, the names of any
agent, dealer or underwriter, and any applicable commission, discount or other
compensation with respect to a particular offering will be set forth in a
supplement to this Prospectus. See "Plan of Distribution."
The Company's Class A Common Stock is traded in the over-the-counter market
and is authorized for quotation on the National Market System operated by the
National Association of Securities Dealers, Inc. under the symbol JOINA. On
November 7, 1997, the quoted closing sales price of the Company's Class A
Common Stock was $13.00 per share. See "Price Range of Class A Common Stock."
The Selling Shareholders and any dealers, agents or underwriters that
participate with the Selling Shareholders in the distribution of the Company's
Class A Common Stock offered by this Prospectus may be deemed to be
underwriters within the meaning of the Securities Act of 1933, as amended (the
"Securities Act") and any commissions received by them and any profits on the
resale of the Class A Common Stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution" for the indemnification arrangements regarding the sales by the
Selling Shareholders. The Selling Shareholders have agreed to pay all of the
costs of offerings made by this Prospectus, estimated at approximately
$31,600.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAVE THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December 18, 1997.
<PAGE>
NO DEALER, SALESPERSON OR ANY OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR IN ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT,
DEALER OR UNDERWRITER. THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR ANY
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR
ANY ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the shares of Class A Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information pertaining to the Class
A Common Stock and the Company, reference is made to the Registration
Statement. The Registration Statement and the exhibits thereto can be obtained
from or inspected and copied at the public reference facilities maintained by
the Commission as described below.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington,
D.C. 20549, and at the following regional offices of the Commission: Seven
World Trade Center, New York, New York 10048, and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of any such materials may be
obtained from the public reference section of the Commission at its
Washington, D.C. address upon payment of the prescribed fees. The Commission
also maintains a World Wide Web site that contains reports, proxy statements
and information statements of registrants (including the Company) that file
electronically with the Commission at http://www.sec.gov.
The Company intends to furnish to holders of the Class A Common Stock annual
reports containing audited financial statements and a report of independent
certified public accountants. The Company will make available quarterly
reports for each of the first three quarters of each fiscal year containing
unaudited summary financial information.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission (File No. 1-9953) pursuant to the requirements of the Exchange Act,
are hereby incorporated by reference: (i) the Company's Annual Report on Form
10-K for the calendar year ended December 31, 1996, (ii) the 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
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January 31, 1997, (vi) the Company's Current Report on Form 8-K dated April
15, 1997, (vii) the Company's Current Report on Form 8-K dated June 11, 1997,
(viii) the Company's Current Report on Form 8-K dated June 30, 1997, (ix) the
Company's Form 8-K/A No. 1 to its Current Report on Form 8-K dated April 15,
1997, (x) the Company's Current Report on Form 8-K dated July 15, 1997, (xi)
the Company's Current Reports on Form 8-K dated August 1, 1997, (xii) the
Company's Current Report on Form 8-K dated August 20, 1997 and (vi) the
Company's Annual Meeting Proxy Statement dated September 22, 1997.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Class A Common
Stock pursuant to this Prospectus shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date any such
document is filed. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein or in any
Prospectus Supplement shall be deemed to be modified or superseded for
purposes of the Registration Statement and this Prospectus or any Prospectus
Supplement to the extent that a statement contained herein or therein (or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement and this Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person to whom a Prospectus
is delivered, upon written or oral request of such persons, a copy of any or
all of the documents that are incorporated by reference herein, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such document). Requests should be directed to Elizabeth M.
Steele, Vice President/General Counsel and Secretary, Jones Intercable, Inc.,
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309, (303)
792-3111.
THE COMPANY
The Company is a Colorado corporation organized in 1970. The Company is
primarily engaged in the cable television business. The majority of the
Company's cable television systems are owned by the Company's wholly owned
subsidiaries, Jones Cable Holdings, Inc. ("JCH") and Jones Cable Holdings II,
Inc. ("JCH II"). In addition, the Company operates cable television systems
for its managed partnerships. The Company has a subsidiary engaged in the
cable television system brokerage business and a subsidiary that manufactures
and markets data encryption products. Over the last several years, the Company
has taken significant steps to simplify its corporate structure. This process
has included the sale of cable television systems owned by certain managed
partnerships to either the Company or to third parties and the divestiture of
certain of the Company's non-strategic assets. At September 30, 1997, the
Company had a total of 3,538 employees. The executive offices of the Company
are located at 9697 East Mineral Avenue, Englewood, Colorado 80112, and its
telephone number is (303) 792-3111.
The Company operates cable television systems for itself and for its managed
limited partnerships. Based on the number of basic subscribers served by the
Company's owned and managed 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
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operating strategy include increasing the number of owned subscribers
clustered in attractive demographic areas and increasing penetration and
revenues per subscriber by targeted marketing, superior customer service and
the maintenance of high technical standards. The Company has deployed fiber
optic cable wherever practical in its rebuild and upgrade projects, which
improves system reliability and picture quality, increases channel capacity
and provides the potential for new business opportunities. The Company has
focused on pay-per-view and advertising as revenue growth opportunities, and
expects to continue to do so in the future.
The Company intends to grow by implementing a balanced strategy of acquiring
cable television systems from its managed partnerships and from third parties.
As part of this process, certain systems owned by the Company and its managed
partnerships will be sold to third parties and Company-owned systems will be
exchanged for systems owned by other cable system operators. It is the
Company's plan to cluster its cable television properties on the basis of
operating characteristics and/or geographic areas. Clustering systems should
enable the Company to obtain operating efficiencies, and it should position
the Company to capitalize on new revenue and business opportunities as the
telecommunications industry evolves. The Company also intends to maintain and
enhance the value of its current cable television systems through capital
expenditures. Such expenditures will include, among others, cable television
plant extensions and the upgrade and rebuild of certain systems. The Company
also intends to institute new services as they are developed and become
economically viable. Acquisitions and capital expenditures are subject to the
availability of cash generated from operations and debt and equity financing.
Within the past several years, the cable television industry has seen much
change. The Company believes that the nature of the cable television business
is evolving from the traditional coaxial network delivering only video
entertainment to a more sophisticated, digital platform environment where
cable systems may be capable of delivering traditional programming as well as
other services, including data, telephone and expanded educational and
entertainment services on an interactive basis. As this convergence of various
technologies progresses, cable television companies will reevaluate their
system architecture and upgrade their cable plants in order to take advantage
of new opportunities. In response to these changes, the Company has decided to
cluster its systems on the basis of operating characteristics and/or
geographic areas to achieve economies of scale and reasonable returns on the
investments made. The Company is also being affected by the entry into the
marketplace of local telephone companies that, as a result of the passage of
recent legislation, now have the ability to provide telephone and video
services in direct competition with the Company. This direct competition with
local telephone companies is an additional consideration in the ongoing
evaluation by the Company of its position in this changing marketplace. The
Company intends, where possible, to pursue these new technological
opportunities as 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.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
DOLLARS IN THOUSANDS, EXCEPT RATIOS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS
----------------------------------------------- ENDED
1992 1993 1994 1995 1996 SEPTEMBER 30, 1997
-------- -------- ------- -------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Pre-tax Income (Loss)... $(33,855) $(48,847) $(8,691) $(21,716) $(62,660) $(24,042)
Adjustments:
Interest expense........ 38,112 40,780 36,883 49,552 67,782 65,308
Equity in losses of
affiliates............. 3,997 3,817 3,707 58 3,473 3,562
-------- -------- ------- -------- -------- --------
Total................... $ 8,254 $ (4,250) $31,899 $ 27,894 $ 8,595 $ 44,828
-------- -------- ------- -------- -------- --------
Interest Expense........ $ 38,112 $ 40,780 $36,883 $ 49,552 $ 67,782 $ 65,308
======== ======== ======= ======== ======== ========
Ratio of Earnings to
Fixed Charges(1)....... -- -- -- -- -- --
Coverage deficiency..... $(29,858) $(45,030) $(4,984) $(21,658) $(59,187) $(20,480)
</TABLE>
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(1) The ratio of earnings to fixed charges has been computed by dividing the
sum of (a) pre-tax income, excluding the losses of affiliated entities,
and (b) interest expense, by net interest expense.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the shares
of the Company's Class A Common Stock offered hereby. All of such shares are
being sold for the account of the Selling Shareholders and they will receive
the net proceeds from any offering made by this Prospectus. The Selling
Shareholders have agreed to pay all of the costs of this offering, which are
estimated to be approximately $31,600.
CONCURRENT OFFERING
The Company has filed a registration statement under the Securities Act for
the offering, from time to time, of an indeterminate principal amount of
Senior Debt Securities, Senior Subordinated Debt Securities and Subordinated
Debt Securities and an indeterminate number of shares of Class A Common Stock
as may from time to time be issued at indeterminate prices; provided however,
in no event will the aggregate initial public offering price of the Senior
Debt Securities, Senior Subordinated Debt Securities, Subordinated Debt
Securities and Class A Common Stock registered by that registration statement
exceed $500,000,000. Although that registration statement has not yet been
declared effective, the Company anticipates that it will be declared effective
concurrently with or shortly before or after the effectiveness of the
Registration Statement filed in respect to the offering made by this
Prospectus and that sales of Class A Common Stock by the Company for its own
account may be made from time to time concurrently with the offering made by
this Prospectus. The Company will receive all of the net proceeds of sales of
Class A Common Stock made in the concurrent offering. The Company also may
file additional registration statements to offer equity or debt securities
during the effectiveness of the Registration Statement filed in connection
with the offering of Class A Common Stock made by this Prospectus.
DIVIDEND POLICY
The Company has never paid a cash dividend with respect to its shares of
Common Stock or Class A Common Stock, and it has no present intention to pay
cash dividends in the foreseeable future. The current policy of the Company's
Board of Directors is to retain earnings to provide funds for the operation
and expansion of its business. Future dividends, if any, will be determined by
the Board of Directors in light of the circumstances then existing, including
the Company's earnings and financial requirements and general business
conditions. If cash dividends are paid in the future, the holders of the Class
A Common Stock will be paid $.005 per share per
5
<PAGE>
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
------ -------- ------
<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
------ -------- ------
<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
------ -------- ------
<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>
On November 7, 1997, the quoted closing sales price of the Company's Class A
Common Stock as reported on the NASDAQ National Market System was $13.00 per
share. At September 30, 1997, the Class A Common Stock of the Company was held
of record by 1,379 shareholders.
The Company's Common Stock also is traded in the over-the-counter market and
is quoted on the National Market System of NASDAQ under the symbol JOIN.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 5,550,000 shares of
Common Stock, $.01 par value per share, of which 5,113,021 shares were
outstanding at September 30, 1997, and 60,000,000 shares of Class A Common
Stock, $.01 par value per share, of which 35,544,523 shares were outstanding
at such date.
The outstanding shares of both classes of common stock are not subject to
redemption or to any liability for further calls or assessments, and the
holders of such shares do not have pre-emptive or other rights to subscribe
for additional shares of the Company. All issued and outstanding shares of
Common Stock and Class A Common Stock are validly issued, fully paid and
nonassessable. Dividends in cash, property or shares of the Company
6
<PAGE>
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.
SELLING SHAREHOLDERS
The 3,217,273 shares of the Company's Class A Common Stock offered hereby,
which will be sold for the accounts of Glenn R. Jones, Jones International,
Ltd., Jones Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global
Group, Inc. and Jones Interdigital, Inc. (the "Selling Shareholders"),
represent approximately 9.1 percent of the outstanding Class A Common Stock of
the Company at September 30, 1997. Because Mr. Jones is the sole shareholder
of Jones International, Ltd., and because Mr. Jones and/or Jones
International, Ltd. own a controlling interest in Jones Entertainment Group,
Ltd., Jones Space Segment, Inc., Jones Global Group, Inc. and Jones
Interdigital, Inc., Mr. Jones is deemed to be the beneficial owner of all
3,217,273 shares of the Company's Class A Common Stock offered hereby. Mr.
Jones is the Chairman of the Board of Directors and the Chief Executive
Officer of each of the Company, Jones International, Ltd., Jones Entertainment
Group, Ltd., Jones Space Segment, Inc., Jones Global Group, Inc. and Jones
Interdigital, Inc., and he has owned a controlling interest in all of these
companies since their incorporation.
Prior to the commencement of this offering, the Selling Shareholders owned,
directly or indirectly, 3,217,273 shares of the Company's Class A Common
Stock, or 9.1 percent of the outstanding Class A Common Stock of the Company
as of September 30, 1997. Of this amount, 542,812 shares represent shares of
the Company's Class A Common Stock available to Mr. Jones pursuant to fully
vested but unexercised stock options. If all of the shares offered hereby are
sold, the Selling Shareholders will not own any shares of the Company's Class
A Common Stock, unless they acquire additional shares of the Company's Class A
Common Stock in the future.
The sale of the Class A Common Stock by the Selling Shareholders pursuant to
offerings made by this Prospectus will not result in any change in control of
the Company. Through his beneficial ownership of all of the shares of the
Company owned by the Selling Shareholders, Mr. Jones owns approximately 57
percent of the
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<PAGE>
Company's outstanding Common Stock, which has preferential voting rights over
the Company's Class A Common Stock, and, as a result, Mr. Jones will control
the election of a majority of the Company's Board of Directors and he will
have voting power over approximately 33 percent of votes to be cast by all
shareholders of the Company on matters not requiring a class vote even if all
of the shares of the Company's Class A Common Stock offered hereby are sold.
The shares of the Company's Common Stock owned by Mr. Jones and Jones
International, Ltd. and certain of their affiliates are, however, subject to
options granted to BCITH. See "The Company."
The Selling Shareholders will receive all of the net proceeds of any
offerings made by this Prospectus.
PLAN OF DISTRIBUTION
The shares of Class A Common Stock offered hereby may be sold from time to
time to purchasers directly by the Selling Shareholders. Alternatively, the
Selling Shareholders may from time to time offer the shares of Class A Common
Stock through underwriters, dealers or agents, who may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the shares for whom they may act
as agent. The Selling Shareholders and any underwriters, dealers, or agents
that participate in the distribution of the shares of Class A Common Stock may
be deemed to be underwriters and any profit on the sale of shares by them and
any discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of shares has been
made, to the extent required, a Prospectus Supplement will be distributed. The
Prospectus Supplement will disclose the specific number of shares to be sold
and the terms of the offering, including the name or names of any
underwriters, dealers, agents, any discounts, commissions and other items
constituting compensation from the Selling Shareholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers. The shares
of the Company's Class A Common Stock may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale, or at negotiated prices.
The Selling Shareholders will pay all of the expenses of this offering,
including commissions and discounts of underwriters, dealers or agents. Under
an agreement that the Company has entered into with the Selling Shareholders,
the Company will indemnify the Selling Shareholders against certain
liabilities under the Securities Act.
LEGAL MATTERS
The legality and validity of the Class A Common Stock offered hereby will be
passed upon for the Company by Elizabeth M. Steele, Vice President/General
Counsel and Secretary of the Company.
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.
8
<PAGE>
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT OR UNDERWRITER. THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
The Company................................................................ S-2
Risk Factors............................................................... S-4
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Information by Reference.......................... 2
The Company................................................................ 3
Ratio of Earnings to Fixed Charges......................................... 5
Use of Proceeds............................................................ 5
Concurrent Offering........................................................ 5
Dividend Policy............................................................ 5
Price Range of Class A Common Stock........................................ 6
Description of Capital Stock............................................... 6
Selling Shareholders....................................................... 7
Plan of Distribution....................................................... 8
Legal Matters.............................................................. 8
Experts.................................................................... 8
</TABLE>
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50,000 SHARES
[LOGO OF JONES INTERCABLE]
CLASS A COMMON STOCK
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PROSPECTUS SUPPLEMENT
APRIL 14, 1998
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