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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): April 7, 1999
JONES CABLE INCOME FUND 1-C, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-15714 84-1010419
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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 1. Changes in Control of Registrant
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The general partner of Jones Cable Income Fund 1-C, Ltd. is Jones
Intercable, Inc. (the "General Partner"). On April 7, 1999, Comcast
Corporation ("Comcast") completed the acquisition of a controlling interest in
the General Partner. Comcast now owns approximately 12.8 million shares of the
General Partner's Class A Common Stock and approximately 2.9 million shares of
the General Partner's Common Stock, representing approximately 37% of the
economic interest and 47% of the voting interest in the General Partner. Also
on that date, Comcast contributed its shares in the General Partner to Comcast's
wholly owned subsidiary, Comcast Cable Communications, Inc. ("Cable
Communications"). The approximately 2.9 million shares of Common Stock of the
General Partner owned by Comcast represents approximately 57% of the outstanding
Common Stock, which class of stock is entitled to elect 75% of the board of
directors of the General Partner. As a result of this transaction, the General
Partner is now a consolidated public company subsidiary of Comcast Cable. The
completion of this transaction was announced in a press release made by Comcast
on April 7, 1999, a copy of which is included as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Comcast acquired its controlling interest in the General Partner through
the closings of the following agreements: (1) the Agreement dated August 12,
1998, by and among Comcast, the Jones Entities (as defined below) and certain
affiliates of the Jones Entities named therein; (2) the Purchase and Sale
Agreement dated May 22, 1998 by and among Comcast, BTH (as defined below), BTH
(U.S. Cable) Limited ("US Cable") and BTH (Intercable) Limited ("BTH
Intercable"), as amended by the Amended and Restated Purchase and Sale
Agreement, dated August 12, 1998, by and among Comcast, BTH, US Cable and BTH
Intercable; (3) Amendment No. 1 to the Option Agreements, dated August 12, 1998,
by and among certain of the Jones Entities and The Bank of New York (as
successor agent to Morgan Guaranty Trust Company of New York) as agent for BTH
and Comcast and (4) the Agreement and Amendment No. 1 to Shareholders Agreement
by and among the General Partner, the Jones Entities, BTH, US Cable and BTH
Intercable, which Comcast entered in May and August 1998 with the General
Partner's former principal shareholders - Mr. Glenn R. Jones, Jones
International, Ltd., Jones Entertainment Group, Ltd., Jones Space Segment, Inc.,
Jones Global Group, Inc., Jones Interdigital, Inc., Jones Grantor Business Trust
and Jones International Grantor Business Trust (collectively, the "Jones
Entities") and BCI Telecom Holdings Inc. ("BTH"). The agreements provided for,
among other things, (i) the immediate exercise of the control option and the
acquisition by Comcast of the General Partner's Common Stock that was owned by
the Jones Entities, (ii) the acquisition by Comcast of the General Partner's
Class A Common Stock that was beneficially owned by US Cable and (iii) the
resignation of all of the directors of the General Partner other than those
certain directors mutually designated by the Jones Entities and BTH pursuant to
the Shareholders Agreement and the election of directors designated by Comcast
to fill such vacancies. The transactions described above closed on April 7,
1999, and Comcast paid BCE Inc., as successor to BTH, $508,159,632.36 in cash
for its shares of Class A Common Stock and Comcast paid the Jones Entities
$148,113,063.90 in cash
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for their shares of Common Stock. Comcast had previously paid the Jones Entities
$50,000,000 in cash on August 12, 1998. Comcast financed these payments through
the use of working capital.
Also on April 7, 1999, the Bylaws of the General Partner were amended to
establish the size of the board of directors as a range from eight to thirteen
directors and the board was reconstituted so as to have eight directors.
Pursuant to the terms of the agreements among Comcast, BTH and the Jones
Entities, on April 7, 1999, the following directors of the General Partner
resigned: Robert E. Cole, Josef J. Fridman, James J. Krejci, James B. O'Brien,
Raphael M. Solot, Robert Kearney, Howard O. Thrall, Siim Vanaselja, Sanford
Zisman and Glenn R. Jones. In addition, Donald L. Jacobs resigned as a director
elected by the holders of Class A Common Stock and was elected by the remaining
directors as a director elected by the holders of Common Stock. The remaining
directors elected the following persons to fill the vacancies on the board
created by such resignations: Ralph J. Roberts, Brian L. Roberts, John R.
Alchin, Stanley Wang and Lawrence S. Smith. All of the newly elected directors,
with the exception of Mr. Jacobs, are officers of Comcast. Also on April 7,
1999, the following executive officers of the General Partner resigned: Glenn
R. Jones, James B. O'Brien, Ruth E. Warren, Kevin P. Coyle, Cynthia A. Winning,
Elizabeth M. Steele, Wayne H. Davis and Larry W. Kaschinske. The following
persons were appointed as executive officers of the General Partner on April 7,
1999: Ralph J. Roberts, Brian L. Roberts, Lawrence S. Smith, John R. Alchin and
Stanley Wang.
Comcast is principally engaged in the development, management and operation
of broadband cable networks and in the provision of content through programming
investments. Cable Communications is principally engaged in the development,
management and operation of broadband cable networks. The address of Comcast's
principal office is 1500 Market Street, Philadelphia, Pennsylvania 19102-2148.
The address of Cable Communications' principal office is 1201 Market Street,
Suite 2201, Wilmington, Delaware 19801.
Item 7. Financial Statements and Exhibits.
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Exhibit 99.1: Press release dated April 7, 1999 from Comcast.
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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 of the
undersigned hereunto duly authorized.
JONES CABLE INCOME FUND 1-C, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.,
its general partner
Dated: April 15, 1999 By: /s/ Arthur R. Block
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Arthur R. Block
Vice President
(41636)
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Exhibit 99.1
COMCAST CORPORATION
NEWS RELEASE
Contact:
Ken Mikalauskas, Vice President - Finance
(215) 981-7541
Kelley L. Claypool, Senior Analyst - Investor Relations
(215) 655-8016
COMCAST COMPLETES ACQUISITION OF CONTROLLING INTEREST
IN JONES INTERCABLE, INC.
April 7, 1999
Philadelphia, PA--Comcast Corporation announced today that it has completed the
acquisition of a controlling interest in Jones Intercable, Inc. The Company now
owns approximately 12.8 million shares of Class A Common Stock and approximately
2.9 million shares of Common Stock of Jones Intercable, representing
approximately 37% of the economic and 47% of the voting interest in Jones
Intercable. The Company has contributed these shares to its wholly-owned
subsidiary, Comcast Cable Communications, Inc. ("Comcast Cable"). The
approximately 2.9 million shares of Common Stock represents approximately 57% of
the outstanding Common Stock, which class of stock elects 75% of the Board of
Directors of Jones Intercable. As a result, Jones Intercable will now be a
consolidated public company subsidiary of Comcast Cable.
Investor Relations inquiries for Jones Intercable should now be directed to the
contacts at Comcast listed above.
Comcast Corporation (www.comcast.com) is principally engaged in the development,
management and operation of broadband cable networks and in the provision of
content through principal ownership of QVC, Comcast-Spectacor and Comcast
SportsNet, a controlling interest in E! Entertainment Television and through
other programming investments.
Comcast's Class A Special and Class A Common Stock are traded on The Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.
Jones Intercable (www.jic.com) owns or manages cable operations serving more
than 1.0 million customers. Jones Intercable's Class A Common Stock and Common
Stock are traded on The Nasdaq Stock Market under the symbols JOINA and JOIN,
respectively.
