<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 11, 1997
JONES CABLE INCOME FUND 1-A, LTD.
---------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-14689 84-1010416
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
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Item 2. Disposition of Assets
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As previously reported in the Annual Report on Form 10-K for year
ended December 31, 1996 of Jones Cable Income Fund 1-A, Ltd. (the
"Partnership"), on March 11, 1997, the Partnership sold its cable television
system serving the community of Milwaukie, Oregon (the "Milwaukie System") to an
unaffiliated party for a sales price of $8,200,000. The purpose of this Current
Report on Form 8-K is to file the pro forma financials of the Partnership
reflecting the disposition of the Milwaukie System.
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Item 7. Financial Statements and Exhibits
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b. Pro Forma Financial Statements of
Jones Cable Income Fund 1-A, Ltd. reflecting the disposition of the Milwaukie
System is attached hereto.
c. Exhibits.
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2.1 Asset Purchase Agreement dated November 8, 1996 between Jones
Cable Income Fund 1-A, Ltd. and TCI Cablevision of Georgia, Inc. is incorporated
by reference from the Partnership's Annual Report on Form 10-K for year ended
December 31, 1996 (File No. 0-14689).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JONES CABLE INCOME 1-A, LTD.
By Jones Intercable, Inc.,
General Partner
Dated: May 20, 1997 By: /s/ Larry Kaschinske
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Larry Kaschinske
Vice President/Controller
(30018)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF JONES CABLE INCOME FUND 1-A, LTD.
On March 11, 1997, Jones Cable Income Fund 1-A, Ltd. (the
"Partnership") sold the cable television system serving Milwaukie, Oregon (the
"Milwaukie System") to an unaffiliated party for a sales price of $8,200,000,
subject to normal working capital closing adjustments. From the sale proceeds,
the Partnership repaid $3,200,000 of the amount outstanding under its credit
facility, paid a brokerage fee of 2.5 percent of the sales price, or $205,000,
to The Jones Group, Ltd., a subsidiary of the General Partner, for acting as a
broker in this transaction, and then made a distribution of $4,505,000 to the
Partnership's limited partners. This distribution gave the Partnership's
limited partners an approximate return of $530 for each $1,000 invested in the
Partnership. This distribution, together with all prior distributions, has
given the Partnership's limited partners a return of approximately $1,512 for
each $1,000 invested in the Partnership. Because the distributions made on the
sale of the Milwaukie System together with all prior distributions made by the
Partnership do not total the amounts originally contributed to the Partnership
by the limited partners plus the liquidation preference as set forth in the
partnership agreement, the General Partner did not receive any general partner
distribution on the sale of the Milwaukie System. Because the sale of the
Milwaukie System did not represent the sale of all or substantially all of the
assets of the Partnership, no vote of the limited partners of the Partnership
was required to approve the sale. The Partnership will continue to own and
operate its Owatonna/Glencoe, Minnesota System.
Because the Milwaukie System was sold on March 11, 1996, the effect of
the sale is reflected on the Partnership's Balance Sheet as set forth in Form
10-Q filed on May 13, 1997. Accordingly, no balance sheet data is included in
the Unaudited Pro Forma Financial Information.
The following unaudited pro forma statements of operations assume that the
Partnership had sold the Milwaukie System on January 1, 1996. The pro forma
adjustments were based on the historical performance of the Milwaukie System.
In addition, adjustment was made to reflect the decrease in interest expense due
to the repayment of amounts outstanding on the partnership's credit facility
with proceeds for the sale.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS
BASED UPON AMOUNTS AS OF MARCH 31, 1997. FINAL RESULTS MAY DIFFER FROM SUCH
INFORMATION.
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JONES CABLE INCOME FUND 1-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- -------------- -----------
<S> <C> <C> <C>
REVENUES $ 4,971,826 $ (2,006,174) $2,965,652
COSTS AND EXPENSES:
Operating expenses 3,042,526 (1,295,460) 1,747,066
Management fees and allocated overhead from
General Partner 597,043 (234,691) 362,352
Depreciation and Amortization 835,374 (273,815) 561,559
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OPERATING INCOME 496,883 (202,208) 294,675
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OTHER INCOME (EXPENSE):
Interest expense (356,864) 178,972 (177,892)
Other, net (30,614) 5,571 (25,043)
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Total other income (expense), net (387,478) 184,543 (202,935)
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NET INCOME $ 109,405 $ (17,665) $ 91,740
========= ========== ==========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST $ 6.37 $ 5.34
========= ==========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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JONES CABLE INCOME FUND 1-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- -------------- ----------
<S> <C> <C> <C>
REVENUES $ 1,186,435 $ (412,366) $ 774,069
COSTS AND EXPENSES:
Operating expenses 811,818 (334,232) 477,586
Management fees and allocated overhead from
General Partner 135,721 (49,599) 86,122
Depreciation and Amortization 218,559 (65,671) 152,888
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OPERATING INCOME 20,337 37,136 57,473
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OTHER INCOME (EXPENSE):
Interest expense (76,227) 43,051 (33,176)
Gain on sale of cable television system 6,684,781 (6,684,781) -
Other, net (1,223) - (1,223)
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Total other income (expense), net 6,607,331 (6,641,730) (34,399)
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NET INCOME $ 6,627,668 $ (6,604,594) $ 23,074
========= ========== =========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST $ 380.07 $ 1.34
========= =========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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JONES CABLE INCOME FUND 1-A, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The unaudited statements of operations assume that the Partnership had
sold the Milwaukie System for $8,200,000 as of January 1, 1996.
2) The pro forma adjustments were based on the historical performances of
the Milwaukie System. In addition, adjustment was made to reflect the decrease
in interest expense due to the repayment of amounts outstanding on the
Partnership's credit facility with sale proceeds.
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