<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): July 31, 1998
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
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(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
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Item 2. Disposition of Assets
---------------------
On July 31, 1998, Jones Cable Income Fund 1-B/C Venture (the
"Venture") sold the cable television systems serving the communities of Three
Rivers, Schoolcraft/Vicksburg, Constantine/White Pigeon, Dowagiac, Watervliet
and Vandalia, Michigan (the "Southwestern Michigan System") to unaffiliated
cable television system operators for an aggregate sales price of $31,250,000,
subject to customary closing adjustments. The Venture is owned 40 percent by
Jones Cable Income Fund 1-B, Ltd. (the "Partnership") and 60 percent by Jones
Cable Income Fund 1-C, Ltd. ("Fund 1-C").
From the proceeds of the Southwestern Michigan System's sale, the
Venture settled working capital adjustments, paid a brokerage fee to The Jones
Group, Ltd., a subsidiary of Jones Intercable, Inc., the general partner of the
Partnership and Fund 1-C (the "General Partner"), of $781,250, representing 2.5
percent of the sales price, for acting as a broker in the transaction, repaid
$9,500,000 of the then outstanding balance of its credit facility and will
distribute in August 1998 the remaining net sale proceeds of $21,200,000 to the
Partnership and Fund 1-C in proportion to their ownership interests in the
Venture. The Partnership will receive $8,431,240 and Fund 1-C will receive
approximately $12,768,760 of such distribution. The Partnership, in turn, will
distribute $8,431,240 (approximately $200 for each $1,000 invested in the
Partnership) to the limited partners of the Partnership. Because the
distribution to the limited partners of the Partnership together with all prior
distributions will not return the amount initially contributed by the limited
partners to the Partnership plus the limited partners' liquidation preference
provided by the Partnership's limited partnership agreement, the General Partner
of the Partnership will not receive a general partner distribution from the sale
proceeds. Because the sale of the Southwestern Michigan System did not
represent a sale of all or substantially all of the Partnership's assets, no
vote of the limited partners was required to approve the sale.
The Venture's remaining assets are the cable television systems
serving areas in and around South Sioux City, Nebraska (the "South Sioux City
System") and Myrtle Creek, Oregon (the "Myrtle Creek System"). On June 24,
1998, the Venture entered into an agreement to sell the South Sioux City System
for a sales price of $9,500,000, subject to closing adjustments. The
Partnership continues to own the Myrtle Creek System.
Taking into account prior distributions to limited partners from
operating cash flow and from the net proceeds of the prior sales of cable
television systems located in California, Colorado and South Carolina, the
distribution in August 1998 of the Partnership's portion of the net sale
proceeds from the sale of the Southwestern Michigan System and the planned
distribution of the Partnership's portion of the net sale proceeds from the sale
of the South Sioux City System, the limited partners of the Partnership will
have received a total of $998 for each $1,000 invested in the Partnership.
2
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Item 7. Financial Statements and Exhibits
---------------------------------
a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
Pro forma financial statements of the Partnership and the Venture
reflecting the disposition of the Southwestern Michigan System are attached.
c. Exhibits.
2.1 Asset Purchase Agreement by and between Tempo Cable, Inc. and
Jones Cable Income Fund 1-B/C Venture dated as of January 30, 1998 is
incorporated by reference from the Partnership's Current Report on Form 8-K
dated February 24, 1998.
2.2 Asset Purchase Agreement by and between TCI Cablevision of Texas,
Inc. and Jones Cable Income Fund 1-B/C Venture dated as of January 30, 1998 is
incorporated by reference from the Partnership's Current Report on Form 8-K
dated February 24, 1998.
2.3 Asset Purchase Agreement by and between Television Cable Service,
Inc. and Jones Cable Income Fund 1-B/C Venture dated as of January 30, 1998 is
incorporated by reference from the Partnership's Current Report on Form 8-K
dated February 24, 1998.
3
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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.
By: Jones Intercable, Inc.,
its general partner
Dated: August 13, 1998 By: /s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President, General
Counsel and Secretary
4
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF JONES CABLE INCOME FUND 1-B, LTD.
The following unaudited pro forma balance sheet assumes that as of
June 30, 1998, Jones Cable Income Fund 1-B/C Venture (the "Venture") had sold
the cable television system serving subscribers in the communities of Three
Rivers, Schoolcraft/Vicksburg, Constantine/White Pigeon, Dowagiac, Watervliet
and Vandalia, all in the State of Michigan (the "System") for $31,250,000.
Jones Cable Income Fund 1-B, Ltd. (the "Partnership") and Jones Cable Income
Fund 1-C, Ltd. ("Fund 1-C"), are the partners in the Venture. The funds
available to the Venture, adjusting for the estimated net closing adjustments of
the System, are expected to total approximately $31,440,103. Such funds will be
used to repay indebtedness of the Venture, and $21,200,000 will be distributed
to the partners of the Venture. The Partnership will then distribute $8,431,240
to the limited partners of the Partnership. The unaudited pro forma statements
of operations assume that the System was sold as of January 1, 1997.
The Partnership will continue to own a 40 percent interest in 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 JUNE 30, 1998 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
<PAGE>
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
June 30, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------ ------------ -----------
<S> <C> <C> <C>
ASSETS
Investment in cable television joint venture $ 2,486,428 $ (4,880,177) $ (2,393,749)
Distributing receivable from cable
television joint venture - 8,431,240 8,431,240
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Total assets $ 2,486,428 $ 3,551,063 $ 6,037,491
========= =========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities $ 52,766 $ - $ 52,766
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Partners' capital 2,433,662 3,551,063 5,984,725
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Total liabilities and partners' capital $ 2,486,428 $ 3,551,063 $ 6,037,491
========= =========== ==========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
<PAGE>
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------ ------------ ----------
<S> <C> <C> <C>
EQUITY IN NET INCOME (LOSS) OF
CABLE TELEVISION JOINT VENTURE $ 6,928,894 $ (7,419,778) $ (490,884)
--------- ----------- ---------
NET INCOME (LOSS) $ 6,928,894 $ (7,419,778) $ (490,884)
========= =========== =========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
<PAGE>
JONES CABLE INCOME FUND 1-B, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ------------ ----------
<S> <C> <C> <C>
OTHER EXPENSE $ (52,911) $ - $ (52,911)
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LOSS BEFORE EQUITY IN NET
INCOME (LOSS) OF CABLE
TELEVISION JOINT VENTURE (52,911) - (52,911)
EQUITY IN NET INCOME (LOSS) OF
CABLE TELEVISION JOINT VENTURE 4,734,717 (4,880,177) (145,460)
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NET INCOME (LOSS) $ 4,681,806 $ (4,880,177) $ (198,371)
========= =========== =========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
<PAGE>
JONES CABLE INCOME FUND 1-B, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the System and the
resulting estimated proceeds expected to be received by the Partnership.
2) The unaudited pro forma balance sheet assumes that the Venture had sold
the System for $31,250,000 as of June 30, 1998. The unaudited statements of
operations assume that the Venture had sold the cable television systems serving
Brighton/Broomfield, Colorado; Clearlake Oaks, California; and the System as of
January 1, 1997.
3) The estimated gain recognized from the sale of the System and
corresponding estimated distribution to limited partners as of June 30, 1998 has
been computed as follows:
<TABLE>
<CAPTION>
GAIN ON SALE OF ASSETS:
<S> <C>
Contract sales price $ 31,250,000
Less: Net book value of investment in cable television properties
at June 30, 1998 (11,692,072)
Payment of Brokerage Fee (781,250)
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Gain on sale of assets $ 18,776,678
===========
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 31,250,000
Working capital adjustment:
Add: Current assets 564,696
Less: Current liabilities (374,593)
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Adjusted cash received by the Venture 31,440,103
Less: Repayment of outstanding debt to third parties (9,669,805)
Payment of brokerage fee (781,250)
Plus: Cash on hand 210,952
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Cash available for distribution $ 21,200,000
===========
Distribution to the Partnership $ 8,431,240
===========
Distribution to Fund 1-C $ 12,768,760
===========
</TABLE>
4) The pro forma statements of operations reflect the sale of the System
and the repayment of approximately $9,669,805 of debt with proceeds of such
sale. The Partnership will continue to own a 40 percent interest in the
Venture.
