<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
JONES SPACELINK, LTD.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
480241108
- --------------------------------------------------------------------------------
(CUSIP Number)
Elizabeth M. Steele
9697 E. Mineral Avenue, Englewood, Colorado 80112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 20, 1994
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 480241108 PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn R. Jones
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 480241108 PAGE 3 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jones International, Ltd.
I.R.S. Identification No. 84-0595284
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jones International, Ltd., a Colorado corporation. Principal business
and address: A holding company; 9697 E. Mineral Avenue, Englewood,
Colorado 80112.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH --------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates
to is the Class A Common Stock, $.01 par value per share, of Jones Spacelink,
Ltd., a Colorado corporation (the "Company"). The address of the Company's
principal executive offices is 9697 E. Mineral Avenue, Englewood, Colorado
80112.
ITEM 2. IDENTITY AND BACKGROUND:
The names of the persons filing this statement are:
1. Glenn R. Jones, an individual residing in the State of
Colorado. Mr. Jones' principal occupation is a cable television executive.
2. Jones International, Ltd., a Colorado corporation
("International"). Mr. Glenn R. Jones is the Chairman of the Board of
Directors and Chief Executive Officer of International and owns all of the
outstanding shares of International. The principal business of International
is acting as a holding company.
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of
International are set forth on Schedule A attached hereto. The address of the
principal business office for each of the foregoing persons is 9697 E. Mineral
Avenue, Englewood, Colorado 80112.
During the last five years, none of the reporting persons, nor
any other person controlling any of them, nor, to the best of their knowledge,
any of the persons listed on Schedule A hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
4
<PAGE> 5
ITEM 4. PURPOSE OF TRANSACTION
International and Mr. Jones have exchanged their shares of
Class A Common Stock of the Company for shares of Common Stock and Class A
Common Stock of Jones Intercable, Inc. ("Intercable") pursuant to an Exchange
Agreement and Plan of Reorganization and Liquidation dated as of May 31, 1994,
as amended, between Intercable and the Company (the "Reorganization
Agreement"). Spacelink has disposed or will dispose of all of its shares of
Common Stock of Intercable pursuant to the Agreement. See Item 6.
As a result of the Reorganization Agreement, the Class A
Common Stock of the Company will be delisted from the National Association of
Securities Dealers National Market System, and the Company, upon making of the
requisite filing, will no longer be a reporting company under the Securities
Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
International and Mr. Jones believe that as of December 20,
1994, there were 78,301,714 shares of Class A Common Stock outstanding
immediately prior to the exchange of their shares, as described in Item 4.
(a) Amount Beneficially Owned:
International and Mr. Jones no longer own any shares of Class
A Common Stock. See Item 4.
The beneficial ownership of each director and executive
officer of International are set forth on Schedule B attached hereto.
(b) Voting Power and Disposition Power of the Class A Common
Stock:
N/A
(c) The following transactions in the Class A Common Stock
have been effected during the last 60 days as follows (see Item 6 also):
(i) On December 5, 1994, Mr. Jones exercised two
stock options to purchase an aggregate number of 636,514 shares of
5
<PAGE> 6
Class A Common Stock. The exercise prices were as follows: 500,000
shares, $.8438 per share; and 136,514 shares, $1.02 per share.
(ii) Transactions effected by each director and
executive officer of International are set forth on Schedule C
attached hereto.
(d) Not applicable.
(e) The date on which International and Mr. Jones ceased to be
the beneficial owner of more than five percent of the Class A Common Stock was
December 20, 1994.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
On December 20, 1994, pursuant to an Exchange Agreement and
Plan of Reorganization and Liquidation dated as of May 31, 1994, as amended,
between Intercable and the Company (the "Agreement"), Intercable acquired
substantially all of the assets of the Company (other than certain shares of
Common Stock of Intercable owned by the Company) and assumed all of the
liabilities of the Company in exchange for 3,900,000 shares of Intercable's
Class A Common Stock. Pursuant to the Agreement, all of the Company's
shareholders will exchange their shares of the Company's Class A Common Stock
for shares of Intercable's Common Stock and Class A Common Stock. For each
share of the Company held on December 20, 1994, each shareholder of the Company
(other than dissenting shareholders) shall receive the following: (i) 0.03571
shares of Intercable Common Stock; plus (ii) 0.09696 shares of Intercable Class
A Common Stock. As stated above, International and Mr. Jones have already
exchanged their shares of the Company for shares of Intercable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Exchange Agreement and Plan of Reorganization and
Liquidation dated as of May 31, 1994, as amended, between the
Company and Intercable is hereby incorporated by reference
from Intercable's Current Report on Form 8-K, electronically
filed on June 6, 1994, and the amendment to said agreement is
hereby incorporated by reference from Amendment No. 2 to Form
S-4 Registration Statement and Proxy Statement of Intercable
filed with
6
<PAGE> 7
the Securities and Exchange Commission (Commission File No.
1-9953 and Registration No. 33-54527).
7
<PAGE> 8
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 31, 1995
/s/ Glenn R. Jones
Glenn R. Jones
JONES INTERNATIONAL, LTD.
By: /s/ Robert S. Zinn
Robert S. Zinn
Vice President/Legal Affairs
8
<PAGE> 9
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF
JONES INTERNATIONAL, LTD.
The name and title(s) of each of the directors and executive officers
of Jones International, Ltd. are set forth below. Unless otherwise indicated
below, the principal address, present principal occupation and citizenship of
each of the directors and executive officers are 9697 E. Mineral Avenue,
Englewood, CO 80112, cable television executive and USA, respectively.
<TABLE>
<CAPTION>
Name Title(s)
---- --------
<S> <C>
Glenn R. Jones Chairman of the Board, Chief
Executive Officer and President
Gregory J. Liptak Group President
Patrick J. Lombardi Group Vice President/Finance and
Director
Robert S. Zinn Vice President/Legal Affairs
Elizabeth M. Steele Secretary
Christine Jones Marocco Director
Homemaker
25 East End Avenue
Apartment 14F
New York, NY 10028
</TABLE>
9
<PAGE> 10
SCHEDULE B
BENEFICIAL OWNERSHIP OF THE
CLASS A COMMON STOCK
Set forth below are the directors and executive officers of
International who beneficially own shares of Class A Common Stock.
<TABLE>
<CAPTION>
Number of Shares
----------------
Name of Class A Common Stock
---- -----------------------
<S> <C>
Gregory J. Liptak 461,000
Patrick J. Lombardi 52,000
Robert S. Zinn, as Trustee* 1,504,558
Christine Jones Marocco 974,292
</TABLE>
- -----------------
*Mr. Zinn disclaims the beneficial ownership of these shares.
The foregoing shares are not included in International's or
Mr. Jones' ownership because each of the foregoing individuals has the sole
power to vote and dispose of his or her respective shares shown above.
10
<PAGE> 11
SCHEDULE C
TRANSACTIONS IN THE
CLASS A COMMON STOCK
The following transactions in the Class A Common Stock have been
effected during the last 60 days by the below listed directors and executive
officers of International as follows:
(i) On December 20, 1994, Mr. Gregory J. Liptak exercised five
stock options to purchase an aggregate number of 420,000 shares of Class A
Common Stock. The exercise prices were as follows: 160,000 shares, $.75 per
share; 80,000 shares, $1.125; 80,000 shares, $1.09; and 100,000 shares, $1.02.
(ii) On December 20, 1994, Mr. Patrick J. Lombardi exercised a
stock option to purchase 100,000 shares of Class A Common Stock at an exercise
price of $1.02 per share.
(iv) On December 20, 1994, Ms. Christine J. Marocco exercised a
stock option to purchase 20,000 shares of Class A Common Stock at an exercise
price of $1.02 per share.
In addition, or a result of the transaction described in Item 4, all
of the foregoing persons will in the future exchange their shares of the
Company for shares of Intercable.
11
