<PAGE> 1
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): February 28, 1996
JONES CABLE INCOME FUND 1-B, LTD.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-14906 84-1010417
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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)
<PAGE> 2
Item 2. Sale of Assets
On February 28, 1996, Jones Cable Income Fund 1-B, Ltd. (the
"Partnership") sold its cable television system serving Orangeburg, South
Carolina (the "Orangeburg System") to Jones Cable Holdings, Inc. ("JCH"), a
wholly owned subsidiary of Jones Intercable, Inc., the general partner of the
Partnership, for a sales price of $18,347,667, subject to normal working
capital closing adjustments of approximately $376,000, which was deducted from
the sale proceeds. The sales price was the average of three separate,
independent appraisals of the fair market value of the Orangeburg System.
Proceeds from the sale of the Orangeburg System were used to repay Partnership
debt of approximately $6,866,000, and the remaining $11,105,000 will be
distributed to limited partners in April 1996 pursuant to the partnership
agreement. The distribution of approximately $11,105,000 represents a return
to each limited partner of $265 per $1,000 invested in the Partnership. This
amount is in addition to the $328 per $1,000 invested in the Partnership
already returned to the limited partners through prior distributions. The
Partnership will retain its interest in the Jones Cable Income Fund 1-B/C
Venture. No vote of the limited partners of the Partnership was required in
connection with this transaction because the assets of the Orangeburg System
did not constitute all or substantially all of the Partnership's assets.
On February 29, 1996, JCH consummated an agreement with Time Warner
Entertainment-Advance/Newhouse Partnership ("TWEAN"), an unaffiliated cable
television system operator, pursuant to which JCH conveyed the Orangeburg
System, along with certain other cable television systems owned by JCH, and
cash in the amount of $3,500,000, subject to normal closing adjustments, to
TWEAN in exchange for the cable television systems serving Andrews Air Force
Base, Capitol Heights, Cheltenham, District Heights, Fairmount Heights, Forest
Heights, Morningside, Seat Pleasant, Upper Marlboro, and portions of Prince
Georges County, all in Maryland, and a portion of Fairfax County, Virginia.
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Item 7. Financial Statements and Exhibits
a. Financial statements of business acquired.
Not applicable.
b. Pro forma financial information.
Pro forma financial information of the Partnership showing the
effect of the disposition of the Orangeburg System as of
September 30, 1995 is included herein.
c. Purchase and Sale Agreement dated as of August 11, 1995 between
Jones Cable Income Fund 1-B, Ltd. and Jones Intercable, Inc.
is incorporated by reference from the Annual Report on Form
10-K for fiscal year ended May 31, 1995 of Jones Intercable,
Inc. (Commission File No. 1-9953)
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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
FUND 1-B, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.
General Partner
Dated: March 13, 1996 By: /s/ Elizabeth M. Steele
-------------------------
Elizabeth M. Steele
Vice President and
General Counsel
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<PAGE> 5
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF JONES CABLE INCOME FUND 1-B, LTD.
The following unaudited pro forma balance sheet assumes that as of
September 30, 1995, Jones Cable Income Fund 1-B, Ltd. (the "Partnership") had
sold the cable television system serving areas in and around Orangeburg, South
Carolina (the "Orangeburg System") for $18,347,667. The funds available to the
Partnership, adjusting for the estimated net closing adjustments of the
Orangeburg System, are expected to total approximately $17,865,329. Such funds
will be used to repay all indebtedness of the Partnership, and the balance will
be distributed to the limited partners pursuant to the terms of the Partnership
Agreement. The unaudited Pro Forma Statements of Operations assume that the
Orangeburg System was sold as of January 1, 1994. The Partnership will
continue to own its 40 percent interest in Jones Cable Income Fund 1-B/C (the
"Venture").
The unaudited pro forma financial information should be read in
conjunction with the appropriate notes to the unaudited pro forma financial
information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS
BASED UPON AMOUNTS AS OF SEPTEMBER 30, 1995 AND CERTAIN ESTIMATES OF
LIABILITIES AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
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<PAGE> 6
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
September 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 97,850 $ 11,192,176 $ 11,290,026
Trade Receivables, net 206,590 (206,590) -
Investment in Cable Television Properties:
Property, plant and equipment, net 6,107,807 (6,107,807) -
Intangible assets, net 1,337,132 (1,337,132) -
Investment in cable television venture 2,687,337 - 2,687,337
------------ -------------- ------------
Total investment in cable television properties 10,132,276 (7,444,939) 2,687,337
Deposits, Prepaid Expenses and Deferred Charges 62,341 (62,341) -
------------ -------------- ------------
Total Assets $ 10,499,057 $ 3,478,306 $ 13,977,363
============ ============== ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 6,673,153 $ (6,673,153) $ -
Accounts payable 5,715 (5,715) -
Accrued liabilities 451,095 (451,095) -
Subscriber prepayments 44,459 (44,459) -
Accured Distribution to Limited Partners 250,000 11,040,026 11,290,026
------------ -------------- ------------
Total Liabilities 7,424,422 3,865,604 11,290,026
------------ -------------- ------------
Partners' Capital:
General Partner (302,883) - (302,833)
Limited Partners 3,377,518 (387,298) 2,990,220
------------ -------------- ------------
Total Partners' Capital 3,074,635 (387,298) 2,687,337
------------ -------------- ------------
Total Liabilities and Partners' Capital $ 10,499,057 $ 3,478,306 $ 13,977,363
============ ============== ============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
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<PAGE> 7
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 4,484,892 $ (4,484,892) $ -
COSTS AND EXPENSES:
Operating expense 2,720,750 (2,720,750) -
Management fees and allocated overhead from
General Partner 572,292 (572,292) -
Depreciation and Amortization 1,376,809 (1,376,809) -
------------ ------------- ------------
OPERATING INCOME (184,959) 184,959 -
------------ ------------- ------------
OTHER INCOME (EXPENSES):
Interest expense (391,583) 391,583 -
Other, net (65,845) 65,845 -
------------ ------------- ------------
Total other income (expense), net (457,428) 457,428 -
------------ ------------- ------------
LOSS BEFORE EQUITY IN NET LOSS OF CABLE
TELEVISION JOINT VENTURE (642,387) 642,387 -
EQUITY IN NET LOSS OF CABLE TELEVISION
JOINT VENTURE (1,949,794) - (1,949,794)
------------ ------------- ------------
NET LOSS $ (2,592,181) $ 642,387 $ (1,949,794)
============ ============= ============
NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (30.59) $ (23.24)
============ ============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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<PAGE> 8
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 3,672,304 $ (3,672,304) $ -
COSTS AND EXPENSES:
Operating expense 2,285,461 (2,285,461) -
Management fees and allocated overhead from
General Partner 446,380 (446,380) -
Depreciation and Amortization 1,001,334 (1,001,334) -
--------------- ------------- ------------
OPERATING LOSS (60,781) 60,781 -
--------------- ------------- ------------
OTHER INCOME (EXPENSES):
Interest expense (393,684) 393,684 -
Other, net 108 (108) -
-------------- ------------- ------------
Total other income (expense), net (393,576) 393,576 -
-------------- ------------- ------------
LOSS BEFORE EQUITY IN NET LOSS OF CABLE
TELEVISION JOINT VENTURE (454,447) 454,447 -
EQUITY IN NET LOSS OF CABLE TELEVISION
JOINT VENTURE (1,399,126) - (1,399,126)
-------------- ------------- ------------
NET LOSS $ (1,853,573) $ 454,447 $ (1,399,126)
============== ============= ============
NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (21.87) $ (16.68)
============== ============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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<PAGE> 9
JONES CABLE INCOME FUND 1-B, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Orangeburg
System and the resulting estimated proceeds expected to be received by the
Partnership.
2) The unaudited pro forma balance sheet assumes that the Partnership
had sold the Orangeburg System for $18,347,667 as of September 30, 1995. The
unaudited statements of operations assume that the Partnership had sold the
Orangeburg System as of January 1, 1994.
3) The estimated gain recognized from the sale of the Orangeburg
System and corresponding estimated distribution to limited partners as of
September 30, 1995 has been computed as follows:
GAIN ON SALE OF ASSETS:
<TABLE>
<S> <C>
Contract sales price $ 18,347,667
Less: Net book value of investment in cable television properties
at September 30, 1995 7,444,939
---------------
Gain on sale of assets $ 10,902,728
===============
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 18,347,667
Working Capital Adjustment:
Add: Trade receivables, net 206,590
Prepaid expenses 62,341
Less Accrued liabilities (706,810)
Subscriber prepayments (44,459)
---------------
Adjusted cash received 17,865,329
Less: Outstanding debt to third parties (6,673,153)
Add: Cash on hand 97,850
---------------
Cash distribution to limited partners $ 11,290,026
===============
</TABLE>
4) The Orangeburg System is the Partnership's only directly owned
system. Therefore, upon sale of the Orangeburg System, the Partnership's
operating activities will consist only of its equity in the Venture.
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