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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): November 22, 1996
JONES INTERCABLE INVESTORS, L.P.
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(Exact name of registrant as specified in its charter)
Colorado 0-9287 36-3468573
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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 5. Other Events
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On February 22, 1994, Jones Intercable, Inc. ("Intercable") and The
Jones Group, Ltd. (the "Jones Group"), a subsidiary of Intercable engaged in the
cable television brokerage business, were named as defendants in a lawsuit
brought by three individuals who are Class A Unitholders in Jones Intercable
Investors L.P. (the "Partnership"), a limited partnership in which Intercable is
the general partner (the "General Partner"). The litigation, entitled Luva
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Vaughan et al v. Jones Intercable, Inc., et al, Case No. CV 94-3652, was filed
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in the Circuit Court for Jackson County, Missouri. The litigation related to
the purchase by Intercable of the Alexandria, Virginia cable television system
from the Partnership and the payment of a brokerage commission in connection
with such transaction to Jones Group. The progress of the litigation has been
previously reported by the Partnership in its filings with the Securities and
Exchange Commission.
A trial to the court was held in April and May 1996. On September 20,
1996, the Court entered judgment in favor of the General Partner and taxed costs
to the plaintiffs. In the Judgment, the Court (a) denied plaintiffs' motion for
reconsideration of the Court's prior decision granting summary judgment in favor
of the General Partner on the claim in the litigation relating to the payment by
the Partnership of a brokerage commission; (b) held that plaintiffs did not
establish that demand was made on the General Partner for the relief sought or
that such a demand would have been futile; and (c) advised that the proper
procedure for the selection of appraisers under the Limited Partnership
Agreement of the Partnership is that the General Partner selects one appraiser
on its behalf and one appraiser on behalf of the Partnership and these two
appraisers then select the third appraiser.
Following the entry of judgment in favor of the General Partner and
against the plaintiffs and the Partnership, the parties have agreed to a
settlement of the litigation. The settlement is subject to the approval of the
Court, and notice of the terms of the settlement and the process for filing
objections thereto will be given to the limited partners of the Partnership in a
mailing expected to be made in December 1996. The material terms of the
settlement are as follows:
(a) The General Partner will pay $995,000, as follows: $636,250 will
be paid to the Partnership, in which the General Partner holds a 19.136%
interest; $110,000 will be paid to the plaintiffs individually as reimbursement
for their costs, expenses and time spent in pursuing the litigation; and
$248,750 will be paid to the law firm of Johnson, Blakely, Pope, Bokor, Ruppel &
Burns, counsel
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for the plaintiffs in the litigation. Approximately $582,400 of the total amount
will be paid by the General Partner's insurance carrier.
(b) The Partnership, Messrs. Vaughan and Smith and Ms. Smith (the
"Claimants") acknowledge that the General Partner has an option under the terms
of the Partnership Agreement to purchase the Independence System at a price
which is the average of three appraisals. The Claimants further acknowledge
that if the General Partner decides to exercise this option the three appraisers
would be selected as follows: the General Partner selects one appraiser on its
own behalf, the General Partner selects a second appraiser on behalf of the
Partnership and those two appraisers select the third appraiser, and the firms
of Bond & Pecaro. Inc. and Kane Reece Associates, Inc., both of which served as
experts in the litigation, would not be selected as an appraiser of the
Independence System (the "Appraiser Selection Procedure"). The Claimants agree
that they have no objection to, and waive any claim against the General Partner
and Jones Group relating to, the Appraiser Selection Procedure.
(c) The Claimants acknowledge that they have no objection to the
payment by the Partnership of a brokerage fee in the amount of 2 1/2% of the
gross sales price of the Independence System if the General Partner exercises
its option to purchase such System.
(d) All parties provide general releases to the other parties with
respect to any facts surrounding the sale of the Alexandria, Virginia cable
television system by the Partnership to the General Partner that could have been
raised in either the Missouri or Colorado litigation, the Appraiser Selection
Procedure and the payment of a brokerage fee to Jones Group in the event that
the General Partner exercises its option to purchase the Independence System.
(e) The Missouri litigation and a related case, pending in the
District Court for the City and County of Denver, Colorado, will be dismissed
with prejudice.
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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 INTERCABLE
INVESTORS, L.P.
By: Jones Intercable, Inc.,
its General Partner.
November 22, 1996 By: /s/ Elizabeth M. Steele
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Vice President, Secretary
and General Counsel
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