SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
JONES INTERCABLE, INC.
(Name of Issuer)
CLASS A COMMON STOCK
$.01 PAR VALUE
480206-200
(CUSIP Number)
COMMON STOCK
$.01 PAR VALUE
480206-101
(CUSIP Number)
BCE INC., as successor to
BCI Telecom Holding Inc.
(Name of Persons Filing Statement)
Martine Turcotte
Vice President and General Counsel
Bell Canada
1000, rue de La Gauchetiere Ouest, Bureau 4100
Montreal, Quebec
Canada H3B 5H8
Tel. No.: (514) 870-4637
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
April 7, 1999
(Date of Event which Requires Filing of this Statement)
................................................................................
<PAGE>
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with this Statement [_].
CLASS A COMMON STOCK
CUSIP No. 480206-200
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BCE Inc., as successor to BCI Telecom Holding Inc.
Not Applicable
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds (See Instructions) n/a
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
Not Applicable
(6) Citizenship or Place of Organization Canada
- -------------------
Number of (7) Sole Voting Power 0
Shares ------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned by ------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting ------------------------------------------
Person (10) Shared Dispositive Power 0
With ------------------------------------------
- ------------------
2
<PAGE>
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
(13) Percent of Class Represented by Amount in Row (11) 0%
(14) Type of Reporting Person (See Instructions) CO
3
<PAGE>
COMMON STOCK
CUSIP No. 480206-101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BCE Inc., as successor to BCI Telecom Holding Inc.
Not Applicable
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds (See Instructions) n/a
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e).
Not Applicable
(6) Citizenship or Place of Organization Canada
- -------------------
Number of (7) Sole Voting Power 0
Shares ------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned by ------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting ------------------------------------------
Person (10) Shared Dispositive Power 0
With ------------------------------------------
- ------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
4
<PAGE>
(13) Percent of Class Represented by Amount in Row (11) 0%
(14) Type of Reporting Person (See Instructions) CO
5
<PAGE>
CLASS A COMMON STOCK
CUSIP No. 480206-200
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BCE Inc., as successor to BTH (U.S. Cable) Limited
Not Applicable
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds (See Instructions) n/a
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
Not Applicable
(6) Citizenship or Place of Organization Canada
- -------------------
Number of (7) Sole Voting Power 0
Shares ------------------------------------------
Beneficially (8) Shared Voting Power 0
Owned by ------------------------------------------
Each (9) Sole Dispositive Power 0
Reporting ------------------------------------------
Person (10) Shared Dispositive Power 0
With ------------------------------------------
- ------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
6
<PAGE>
(13) Percent of Class Represented by Amount in Row (11) 0%
(14) Type of Reporting Person (See Instructions) CO
7
<PAGE>
COMMON STOCK
CUSIP No. 480206-101
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BCE Inc., as successor to BTH (Intercable) Limited
Not Applicable
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds (See Instructions) n/a
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
Not Applicable
(6) Citizenship or Place of Organization Canada
- -------------------
Number of (7) Sole Voting Power
Shares ------------------------------------------
Beneficially (8) Shared Voting Power
Owned by ------------------------------------------
Each (9) Sole Dispositive Power
Reporting ------------------------------------------
Person (10) Shared Dispositive Power 0
With ------------------------------------------
- ------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 0
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable
8
<PAGE>
(13) Percent of Class Represented by Amount in Row (11) 0%
(14) Type of Reporting Person (See Instructions) CO
9
<PAGE>
BCE Inc., a Canadian corporation, as successor to BCI Telecom Holding
Inc. ("BCE"), hereby amends and supplements its Report on Schedule 13D,
originally filed with the Securities and Exchange Commission on April 1, 1994,
as amended by Amendment No. 1 filed on June 3, 1994, as further amended by
Amendment No. 2 filed on December 20, 1994, as further amended by Amendment No.
3 filed on May 27, 1998 and as further amended by Amendment No. 4 filed on
August 12, 1998 (as so amended, the "Schedule 13D") relating to the shares of
Class A Common Stock $.01 par value (the "Class A Shares") and the Common Stock
$.01 par value (the "Common Shares") of Jones Intercable, Inc., a Colorado
corporation (the "Company") with its principal executive offices located at 9697
E. Mineral Avenue, Englewood, Colorado 80112.
Unless otherwise indicated, capitalized terms used but not defined
herein shall have the meaning assigned to such terms in the Schedule 13D.
Item 2. Identity and Background.
BCE Inc.
Bureau 3700
1000 Rue de La Gauchetiere Ouest
Montreal (Quebec) Canada H3B 4Y7
Item 5. Interest in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby
supplemented as follows:
(e) On April 7, 1999, BCE sold its entire interest in the Class A
Shares and the Common Shares to Comcast at the Closing as contemplated by the
Transaction Documents. As a result of this transaction, BCE ceases to directly
or indirectly own any Class A Shares or Common Shares of the Company.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
April 15, 1999 BCE Inc.
By: /s/ Marc J. Ryan
-----------------------------------------------
Name: Marc J. Ryan
Title: Vice President, Associate General
Counsel and Corporate Secretary
10
