<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 11-K
ANNUAL REPORT
____________________
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
____________________
For the Fiscal Year Ended December 31, 1998
_____________________
JONES INTERCABLE, INC. ET AL DEFINED CONTRIBUTION TRANSFER PLAN
Commission File No. 33-52813
______________________
Jones Intercable, Inc. et al Defined Contribution Transfer Plan
9697 East Mineral Avenue
Englewood, CO 80112
(303) 705-3420
(Name of issuer of securities held pursuant to the plan and address of its
principal executive office)
================================================================================
<PAGE>
JONES INTERCABLE, INC. ET AL
DEFINED CONTRIBUTION TRANSFER PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
<PAGE>
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits with Fund
Information as of December 31, 1998 2
Statement of Net Assets Available for Benefits with Fund
Information as of December 31, 1997 3
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Year Ended December 31, 1998 4
NOTES TO FINANCIAL STATEMENTS 5-9
SUPPLEMENTAL SCHEDULES:
Schedule I: Item 27(a) Schedule of Assets Held for Investment Purposes as of
December 31, 1998 10
Schedule II: Item 27(b) Schedule of Loans or Fixed Income Obligations in Default
as of December 31, 1998 11
Schedule III: Item 27(d) Schedule of Reportable Transactions for the Year Ended
December 31, 1998 12
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 13
SIGNATURE PAGE 14
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
JONES INTERCABLE, INC. et al DEFINED
CONTRIBUTION TRANSFER PLAN:
We have audited the accompanying statements of net assets available for benefits
of the JONES INTERCABLE, INC. et al DEFINED CONTRIBUTION TRANSFER PLAN (the
"Plan") as of December 31, 1998 and 1997, and the related statement of changes
in net assets available for benefits for the year ended December 31, 1998.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets Held
for Investment Purposes as of December 31, 1998 (Schedule I), Schedule of Loans
or Fixed Income Obligations in Default as of December 31, 1998 (Schedule II) and
Schedule of Reportable Transactions for the year ended December 31, 1998
(Schedule III) are presented for the purpose of additional analysis and are not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The fund information in the statements of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
for each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Denver, Colorado,
May 28, 1999.
-1-
<PAGE>
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
WITH FUND INFORMATION
----------------------
AS OF DECEMBER 31, 1998
------------------------
<TABLE>
<CAPTION>
CIGNA
CIGNA Stock JIC Class A Fidelity
Guaranteed Market Common Growth Founders
Long Term Index Stock Opportunities Balanced
Account Account Account Account Account
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Pooled separate accounts $ - $69,408 $ - $359,637 $10,515
Unallocated insurance contracts 184,317 - - - -
Participant loans - - - - -
-------- ------- --------- -------- -------
NET ASSETS AVAILABLE FOR BENEFITS $184,317 $69,408 $ - $359,637 $10,515
======== ======= ========= ======== =======
<CAPTION>
Fidelity INVESCO Janus
Contrafund Dynamics Worldwide Participant
Account Account Account Loans Total
------- ------- ------- ----- -----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Pooled separate accounts $35,530 $6,866 $12,716 $ - $494,672
Unallocated insurance contracts - - - - 184,317
Participant loans - - - 24,838 24,838
------- ------ ------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS $35,530 $6,866 $12,716 $24,838 $703,827
======= ====== ======= ======= ========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
-2-
<PAGE>
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
-----------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
WITH FUND INFORMATION
---------------------
AS OF DECEMBER 31, 1997
------------------------
<TABLE>
<CAPTION>
Warburg
CIGNA Pincus
CIGNA Stock CIGNA JIC Class A Fidelity Growth and
Guaranteed Market Balanced Common Growth Income
Long Term Index Fund Stock Opportunities Fund
Account Account Account Account Account Account
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Pooled separate accounts $ - $32,121 $5,880 $ - $285,573 $19,152
Unallocated insurance contracts 235,829 - - - - -
JIC Class A Common Stock - - - 387 - -
Participant loans - - - - - -
-------- ------- ------ ---- -------- -------
NET ASSETS AVAILABLE FOR BENEFITS $235,829 $32,121 $5,880 $387 $285,573 $19,152
======== ======= ====== ==== ======== =======
<CAPTION>
Founders Fidelity INVESCO Janus
Balanced Contrafund Dynamics Worldwide Participant
Account Account Account Account Loans Total
------- ------- ------- ------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments-
Pooled separate accounts $1,815 $2,688 $ - $ 5 $ - $347,234
Unallocated insurance contracts - - - - - 235,829
JIC Class A Common Stock - - - - - 387
Participant loans - - - - 30,720 30,720
------ ------ ------ ---- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS $1,815 $2,688 $ - $ 5 $30,720 $614,170
====== ====== ====== ===== ======= ========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
-3-
<PAGE>
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
STATEMENT OF CHANGES
--------------------
IN NET ASSETS AVAILABLE
-----------------------
FOR BENEFITS
------------
WITH FUND INFORMATION
----------------------
FOR THE YEAR ENDED
------------------
DECEMBER 31, 1998
------------------
<TABLE>
<CAPTION>
CIGNA
CIGNA Stock CIGNA JIC Class A
Guaranteed Market Balanced Common
Long Term Index Fund Stock
Account Account Account Account
---------- ------- -------- -----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Loan repayment $ 5,028 $ 3,123 $ 460 $ -
---------- -------- ------- ------
Total contributions 5,028 3,123 460 -
---------- -------- ------- ------
Investment income-
Interest and dividends 12,481 203 50 -
Net appreciation in fair value of investments - 13,198 921 260
---------- -------- ------- ------
Total investment income 12,481 13,401 971 260
---------- -------- ------- ------
Total additions 17,509 16,524 1,431 260
---------- -------- ------- ------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions and withdrawals (14,501) (142) (737) -
Loan issues (7,000) - - -
---------- -------- ------- ------
Total deductions (21,501) (142) (737) -
---------- -------- ------- ------
NET TRANSFERS BETWEEN FUNDS (47,520) 20,905 (6,574) (647)
---------- -------- ------- ------
Increase (decrease) in net assets available for benefits (51,512) 37,287 (5,880) (387)
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1997 235,829 32,121 5,880 387
---------- -------- ------- ------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1998 $ 184,317 $ 69,408 $ - $ -
========== ======== ======= ======
<CAPTION>
Warburg
Pincus
Fidelity Growth and
Growth Income Founders Fidelity
Opportunities Fund Balanced Contrafund
Account Account Account Account
------------- ------- -------- ----------
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Loan repayment $ 2,305 $ 1,751 $ 39 $ 139
---------- -------- ------- -------
Total contributions 2,305 1,751 39 139
---------- -------- ------- -------
Investment income-
Interest 185 198 2 6
Net appreciation in fair value of investments 69,334 1,710 351 4,709
---------- -------- ------- -------
Total investment income 69,519 1,908 353 4,715
---------- -------- ------- -------
Total additions 71,824 3,659 392 4,854
---------- -------- ------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions and withdrawals (1,423) - (20) (58)
Loan issues - - - -
---------- -------- ------- -------
Total deductions (1,423) - (20) (58)
---------- -------- ------- -------
NET TRANSFERS BETWEEN FUNDS 3,663 (22,811) 8,328 28,046
---------- -------- ------- -------
Increase (decrease) in net assets available for benefits 74,064 (19,152) 8,700 32,842
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1997 285,573 19,152 1,815 2,688
---------- -------- ------- -------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1998
$ 359,637 $ - $10,515 $35,530
========== ======== ======= =======
<CAPTION>
INVESCO Janus
Dynamics Worldwide Participant
Account Account Loans Total
-------- --------- ----------- -----
<S> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions-
Loan repayment $ 37 $ - $ (12,882) $ -
------ ------- --------- --------
Total contributions 37 - (12,882) -
------ ------- --------- --------
Investment income-
Interest - - - 13,125
Net appreciation in fair value of investments 1,568 1,398 - 93,449
------ ------- --------- --------
Total investment income 1,568 1,398 - 106,574
------ ------- --------- --------
Total additions 1,605 1,398 (12,882) 106,574
------ ------- --------- --------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions and withdrawals (36) - - (16,917)
Loan issues - - 7,000 -
------ ------- --------- --------
Total deductions (36) - 7,000 (16,917)
------ ------- --------- --------
NET TRANSFERS BETWEEN FUNDS 5,297 11,313 - -
------ ------- --------- --------
Increase (decrease) in net assets available for benefits 6,866 12,711 (5,882) 89,657
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1997 - 5 30,720 614,170
------ ------- --------- --------
NET ASSETS AVAILABLE FOR BENEFITS,
December 31, 1998 $6,866 $12,716 $ 24,838 $703,827
====== ======= ========= ========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
-4-
<PAGE>
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1998 AND 1997
--------------------------
(1) DESCRIPTION OF THE PLAN
-----------------------
The following description of the Jones Intercable, Inc. et al Defined
Contribution Transfer Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
On January 1, 1996, Jones Intercable, Inc. ("JIC") established the Plan. The
Plan trustee is CG Trust Company, a wholly owned subsidiary of Connecticut
General Life Insurance Company ("Connecticut General"). The Plan is open to
eligible employees of JIC and its subsidiaries, as well as to eligible employees
of an affiliate of JIC, Jones International, Ltd., and its subsidiaries
(collectively referred to as the "Employer").
The Plan was established solely for the purpose of receiving transfers of
benefits from qualified retirement plans maintained by previous employers of
certain acquired employees of JIC and its affiliates, and administrating and
distributing those benefits to those employees who become participants in the
Plan and their beneficiaries. The Plan is a frozen plan as to which no
contributions or transfers shall be made except for original transfers into the
Plan upon acquisition of certain employees. An employee becomes a participant
in the Plan as of the date the Trustee receives and accepts a transfer of
benefits to the Plan from another plan.
All transfers and earnings on investments are recorded in separate accounts
maintained for each participant. Each participant has the right to direct the
investment by Connecticut General of all amounts allocated to the separate
accounts of the participant under the Plan to the following investment accounts:
CIGNA Guaranteed Long Term Account, CIGNA Stock Market Index Account, JIC Class
A Common Stock Account, Fidelity Growth Opportunities Account, Founders Balanced
Account, Fidelity Contrafund Account, INVESCO Dynamics Account and Janus
Worldwide Account. During 1998, CIGNA Balanced Fund Account and Warburg Pincus
Growth and Income Fund Account were eliminated as investment options. Balances
in a participant's account may be transferred between the various accounts up to
four times during a calendar year.
-5-
<PAGE>
Participants are immediately 100% vested in their transfers. The entire
participant account balance becomes payable upon termination, death, retirement
or disability and can be received in a lump sum or installments, within certain
limitations. Participants who have attained age 59 1/2 may withdraw all or a
portion of their account balance. In addition, hardship withdrawals are
available under certain circumstances.
In accordance with the Plan, participants are entitled to borrow funds from
their accounts under certain circumstances allowed by the Internal Revenue
Service ("IRS"). The loans are limited to the lesser of $50,000 or 1/2 of the
amount in a participant's account. The loans bear interest at prime rate plus
1/2%, and the term is not to exceed five years, unless the loan is used to
acquire, construct, reconstruct or substantially rehabilitate a dwelling which
is used as the principal residence of the participant, in which case the maximum
term is ten years. Each loan shall be collateralized by the assignment of the
borrower's collateral promissory note for the amount of the loan. In the event
that a distribution is due to the participant borrower, the unpaid loan balance
together with any interest due thereon, shall become due and payable and the
Plan Administrator shall first satisfy any and all due indebtedness from the
participant's account before making payment to the participant or the
participant's beneficiary, if applicable. Loans in the amount of $7,000 were
issued during the year ended December 31, 1998. The total unpaid loan balance
outstanding was approximately $25,000 and $31,000 at December 31, 1998 and 1997,
respectively.
On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition of a
controlling interest in JIC. As a result of this transaction, JIC is now a
publicly-traded subsidiary of Comcast Cable Communications, Inc., a wholly owned
subsidiary of Comcast. Effective October 1, 1999, the Plan will be merged with
and into the Comcast Corporation Retirement-Investment Plan.
(2) SUMMARY OF ACCOUNTING POLICIES
------------------------------
Basis of Accounting
-------------------
The accompanying financial statements of the Plan are prepared using the accrual
basis of accounting. The preparation of the financial statements in conformity
with generally accepted accounting principles requires the Plan's management to
use estimates and assumptions that affect the accompanying financial statements
and disclosures. Actual results could differ from these estimates.
Valuation of Investment Contracts
---------------------------------
Investments in the CIGNA Guaranteed Long Term Account are fully benefit-
responsive and are carried at contract value. Contract value represents
contributions made, plus interest at the contract rate and transfers, less
distributions. Under the terms of the investment contracts, the crediting
interest rate is determined semi-annually based on the insurance company's
applicable rate schedule. The average yield of the investment contracts for the
year ended December 31, 1998 was 6.25%. The average crediting interest rate for
the investment contracts held as of December 31, 1998 and 1997 was 5.85% and
6.35%, respectively. The fair value of the investment contracts held as of
December 31, 1998 and 1997 approximates contract value.
-6-
<PAGE>
Investments and Income Recognition
----------------------------------
Investments are carried at fair value, with the exception of the CIGNA
Guaranteed Long Term Account (see above). Net appreciation/depreciation in the
fair value of investments is determined as the difference between market value
at the beginning of the year (or date purchased during the year) and selling
price or year end market value. Cost is determined based on the original cost
to acquire the asset.
Expenses
--------
All costs incurred in the administration of the Plan are paid by the Employer.
All costs associated with the purchase of JIC Class A Common Stock (i.e., broker
costs) are paid by the participants affecting the purchase.
Benefits
--------
Benefits are recorded when paid.
(3) INVESTMENT FUNDS
----------------
Participants' accounts can be invested in the following investment portfolio
accounts maintained by Connecticut General. The Plan's committee adopted a
written investment policy, and the following funds have been selected in
accordance with that policy.
CIGNA Guaranteed Long Term Account
----------------------------------
The assets in this account are primarily invested in bonds, mortgages and real
estate with fixed rates of return. Guaranteed rates of return are fixed
periodically for this account.
CIGNA Stock Market Index Account
--------------------------------
This account, a common stock fund, is a pooled account investing primarily in
S&P 500 common stocks and futures. The investment or reinvestment of such
assets is made by Connecticut General to conform the composition of the account
to the composition of the S&P 500 index.
JIC Class A Common Stock Account
--------------------------------
This account allows participants to invest in shares of JIC Class A Common
Stock, which is publicly-traded on the NASDAQ exchange under the symbol JOINA.
Fidelity Growth Opportunities Account
-------------------------------------
This account is a Connecticut General separate account that invests wholly in
the Fidelity Growth Opportunities Fund. This fund seeks to provide capital
growth by investing primarily in common stocks and securities convertible into
common stock.
-7-
<PAGE>
Founders Balanced Account
-------------------------
This account is a Connecticut General separate account which invests wholly in
the Founders Balanced Fund. This fund seeks current income and capital
appreciation by investing in individual securities that have the potential to
provide superior results over time.
Fidelity Contrafund Account
---------------------------
This Fidelity account is a Connecticut General separate account which invests
wholly in the Fidelity Contrafund. This fund seeks capital appreciation by
focusing on companies that are currently out of public favor.
INVESCO Dynamics Account
------------------------
This account is a Connecticut General separate account which invests wholly in
the INVESCO Dynamics Fund. This fund seeks capital appreciation through an
aggressive investment approach. The fund invests in a multitude of companies in
various industries, thus seeking to achieve better-than-average capital growth.
Janus Worldwide Account
-----------------------
This account is a Connecticut General separate account which invests wholly in
the Janus Worldwide Fund. This fund seeks long-term growth of capital in a
manner consistent with the preservation of capital by investing in foreign as
well as domestic securities.
As of December 31, 1998, there were 71; 12; 0; 9; 6; 5; 1 and 5 participants in
the CIGNA Guaranteed Long Term Account, CIGNA Stock Market Index Account, JIC
Class A Common Stock Account, Fidelity Growth Opportunities Account, Founders
Balanced Fund Account, Fidelity Contrafund Account, INVESCO Dynamics Account,
and Janus Worldwide Account, respectively. The total of the eight accounts sums
to a number which is greater than the number of participants in the Plan as
participants may invest in more than one account.
Investments that represent 5% or more of the Plan's assets as of December 31,
1998 and 1997 are separately identified in the statements of net assets
available for benefits with fund information.
(4) FEDERAL INCOME TAXES
--------------------
The Plan has received a determination letter from the IRS dated June 20, 1997 in
which the IRS stated that the Plan was qualified and that the trust established
under the Plan is tax exempt. The Plan sponsor is of the opinion that the Plan
continues to comply in form and operation with the applicable requirements of
the Internal Revenue Code.
-8-
<PAGE>
(5) RELATED PARTY TRANSACTIONS
--------------------------
Certain Plan investments are units of pooled separate accounts and unallocated
insurance contracts managed by Connecticut General. CG Trust Company is the
trustee as defined by the Plan and, therefore, a party-in-interest to the Plan.
Certain Plan investments were maintained in shares of JIC Class A Common Stock.
(6) RISKS AND UNCERTAINTIES
-----------------------
The Plan provides for various investments in pooled accounts, unallocated
insurance contracts and JIC Class A Common Stock. Investments, in general, are
subject to various risks, such as interest rate, credit and overall market
volatility risk. Due to the level of risk associated with certain investments,
including JIC Class A Common Stock, it is reasonably possible that changes in
the value of investments will occur in the near term and that such changes could
materially affect participants' account balances and the amounts reported in the
statement of changes in net assets available for benefits with fund information.
Based upon advice received from the Plan Committee's investment advisor, Global
Portfolio Strategies, the fund selection complies with the requirements of the
Employee Retirement Income Security Act of 1974 Section 404(c).
-9-
<PAGE>
SCHEDULE I
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
Item 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
<TABLE>
<CAPTION>
Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current
Lessor or Similar Party Par, or Maturity Value Cost Value
- --------------------------------------------- ----------------------------------------------------- -------- --------
<S> <C> <C> <C>
* Connecticut General Life Insurance Company:
CIGNA Guaranteed Long Term Account 2,793 units $184,317 $184,317
CIGNA Stock Market Index Account 1,112 units 49,895 69,408
Fidelity Growth Opportunities Account 4,620 units 203,501 359,637
Founders Balanced Account 704 units 10,143 10,515
Fidelity Contrafund Account 446 units 30,847 35,530
INVESCO Dynamics Account 318 units 5,407 6,866
Janus Worldwide Account 237 units 11,366 12,716
Participant Loans (Interest rate ranges
from 8.75% to 9.00%) - 24,839 24,838
-------- --------
TOTAL INVESTMENTS $520,315 $703,827
======== ========
</TABLE>
* Represents a party-in-interest to the Plan.
-10-
<PAGE>
SCHEDULE II
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
ITEM 27(b) SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS IN DEFAULT
-------------------------------------------------------------------
AS OF DECEMBER 31, 1998
-----------------------
<TABLE>
<CAPTION>
Amount
Original Received During Unpaid
Identity and Addresses Amount Reporting Year Balance at Detailed Description Amount Overdue
Of Obligor Of Loan Principal Interest End of Year Of Loan Principal Interest
- ---------------------------------- --------- --------- -------- ----------- -------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Social Security No. ###-##-####
c/o Jones Intercable $1,907 $ - $ - $1,774 Originated 5/31/96 $1,671 $329
9697 East Mineral Avenue Due 5/31/99
Englewood, Co 80112 Interest rate 8.75%
Collateral is account
balance
</TABLE>
-11-
<PAGE>
SCHEDULE III
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS (a) (b)
------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
------------------------------------
<TABLE>
<CAPTION>
Current
Expense Value of
Incurred Cost Asset on
Identity of Number of Purchase Selling Lease With of Transaction Net
Party Involved Description of Asset Transactions Price Price Rental Transaction Asset Date Gain
- ------------------- -------------------- ------------ -------- ------- ------ ----------- -------- ----------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*Connecticut General CIGNA Guaranteed
Life Insurance Long Term Account 25 $13,935 $ - - - $13,935 $13,935 $ -
Company 22 - 76,964 - - 76,964 76,964 -
</TABLE>
* Represents a party-in-interest to the Plan.
(a) Represents transactions or a series of transactions in excess of 5% of the
fair value of Plan assets at the beginning of the Plan year.
(b) This schedule was prepared using the alternative way of reporting (iii)
series of transactions under DOL Regulation 2520.103-6 (d) (2).
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Jones Intercable, Inc. et al Defined Contribution
Transfer Plan
/s/ Joseph J. Euteneuer
June 29, 1999 -----------------------------------
Joseph J. Euteneuer
Vice President (Authorized Officer)
-14-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the financial statements of Jones Intercable, Inc. et
al Profit Sharing/Retirement Plan dated May 28, 1999 included in this Form 11-K
and the Registration Statement in Form S-8 (No. 33-52813).
/s/ Arthur Andersen LLP
Denver, Colorado,
June 28, 1999.
-13-
