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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 Period Ended October 1, 1999
_____________________
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)
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JONES INTERCABLE, INC. ET AL
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DEFINED CONTRIBUTION TRANSFER PLAN
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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OCTOBER 1, 1999 AND DECEMBER 31, 1998
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TABLE OF CONTENTS
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits as of
October 1, 1999 and December 31, 1998 2
Statement of Changes in Net Assets Available for Plan Benefits for the
Period from January 1, 1999 through October 1, 1999 3
NOTES TO FINANCIAL STATEMENTS 4-7
SUPPLEMENTAL SCHEDULE:
Schedule I: Item 27d-Schedule of Reportable Transactions for the
Period from January 1, 1999 through October 1, 1999 8
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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 plan
benefits of the JONES INTERCABLE, INC. et al DEFINED CONTRIBUTION TRANSFER PLAN
(the "Plan") as of October 1, 1999 and December 31, 1998, and the related
statement of changes in net assets available for plan benefits for the period
from January 1, 1999 through October 1, 1999. These financial statements and
the schedule referred to below are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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.
As further discussed in Note 1, the Plan was merged into the Comcast Corporation
Retirement-Investment Plan effective October 1, 1999.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of October 1, 1999 and December 31, 1998, and the changes in net assets
available for plan benefits for the period from January 1, 1999 through October
1, 1999, in conformity with accounting principles generally accepted in the
United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of reportable
transactions for the period from January 1, 1999 through October 1, 1999, is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements but is 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. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
Denver, Colorado,
March 24, 2000.
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JONES INTERCABLE, INC. ET AL
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DEFINED CONTRIBUTION TRANSFER PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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AS OF OCTOBER 1, 1999 AND DECEMBER 31, 1998
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<TABLE>
<CAPTION>
October 1, December 31,
1999 1998
--------- --------
INVESTMENTS (Notes 1, 2 and 3)-
<S> <C> <C>
Pooled separate accounts $ - $494,672
Unallocated insurance contracts - 184,317
Participant loans - 24,838
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Total investments - 703,827
--------- --------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ - $703,827
========= ========
</TABLE>
The accompanying notes are an integral part of these statements.
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JONES INTERCABLE, INC. ET AL
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DEFINED CONTRIBUTION TRANSFER PLAN
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
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FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 1, 1999
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<TABLE>
<CAPTION>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
<S> <C>
Investment income-
Interest $ 7,522
Loan repayment interest 977
Net appreciation in fair value of investments (Note 3) 2,384
Other 1,798
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Total additions 12,681
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits and distributions paid to participants (6,310)
-------
Total deductions (6,310)
-------
Net increase 6,371
TRANSFER TO OTHER PLAN (Note 1) (710,198)
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Total plan activity (703,827)
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period 703,827
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End of period $ -
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</TABLE>
The accompanying notes are an integral part of this statement.
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JONES INTERCABLE, INC. ET AL
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DEFINED CONTRIBUTION TRANSFER PLAN
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NOTES TO FINANCIAL STATEMENTS
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OCTOBER 1, 1999 AND DECEMBER 31, 1998
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1. DESCRIPTION OF THE PLAN:
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General
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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 was CG Trust Company, a wholly owned subsidiary of Connecticut
General Life Insurance Company ("Connecticut General"). The Plan was 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 was 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 became a participant in
the Plan as of the date the Trustee received and accepted a transfer of benefits
to the Plan from another plan.
Merger of the Plan
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On April 7, 1999, Comcast Corporation ("Comcast") completed the acquisition of a
controlling interest in JIC. As a result of this transaction, JIC became a
publicly-traded subsidiary of Comcast Cable Communications, Inc., a wholly owned
subsidiary of Comcast. On March 2, 2000, the shareholders of JIC approved a
merger pursuant to which Comcast acquired all of the remaining shares of JIC not
then owned by Comcast. As a result, JIC was merged with and into Comcast JOIN
Holdings, Inc., a wholly-owned subsidiary of Comcast, on that date and Comcast
JOIN Holdings, Inc. is the successor of JIC.
The Board of Directors of JIC and Comcast resolved to merge the Plan into the
Comcast Corporation Retirement-Investment Plan (the "Comcast Plan") effective
October 1, 1999. Effective on the merger date, all remaining assets and
liabilities of the Plan became assets and liabilities of the Comcast Plan. The
transfer is shown on the accompanying statement of changes in net assets
available for plan benefits as "Transfer to Other Plan."
Participant Accounts
- --------------------
All transfers and earnings on investments were recorded in separate accounts
maintained for each participant.
-4-
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Vesting and Payment of Benefits
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Participants were immediately 100% vested in their transfers. The entire
participant account balance became payable upon termination, death, retirement
or disability and could be received in a lump sum or installments, within
certain limitations. Participants who attained age 59 1/2 could withdraw all
or a portion of their account balance. In addition, hardship withdrawals were
available under certain circumstances.
Participant Loans
- -----------------
In accordance with the Plan, participants were entitled to borrow funds from
their accounts under certain circumstances allowed by the Internal Revenue
Service ("IRS"). The loans were limited to the lesser of $50,000 or 1/2 of the
vested amount in a participant's account. The loans earned interest at prime
rate plus 1/2%, and the term was not to exceed five years, unless the loan was
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 was ten years. Each loan was collateralized by the assignment of
the borrower's collateral promissory note for the amount of the loan. In the
event that a distribution was due to the participant borrower, the unpaid loan
balance together with any interest due thereon, became due and payable and the
Plan Administrator first satisfied any and all due indebtedness from the
participant's account before making payment to the participant or the
participant's beneficiary, if applicable. There were no loans issued during the
period from January 1, 1999 through October 1, 1999.
Investment Options
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Participants' accounts could 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 were selected in accordance
with that policy.
CIGNA Guaranteed Long Term Account
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The assets in this account were primarily invested in bonds, mortgages and
real estate with fixed rates of return. Guaranteed rates of return were
fixed periodically for this account.
CIGNA Stock Market Index Account
--------------------------------
This account, a common stock fund, was a pooled account investing primarily
in S&P 500 common stocks and futures. The investment or reinvestment of such
assets was made by Connecticut General to conform the composition of the
account to the composition of the S&P 500 index.
Fidelity Growth Opportunities Account
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This account was a Connecticut General separate account that invested wholly
in the Fidelity Growth Opportunities Fund. This fund sought to provide
capital growth by investing primarily in common stocks and securities
convertible into common stock.
Founders Balanced Account
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This account was a Connecticut General separate account which invested wholly
in the Founders Balanced Fund. This fund sought current income and capital
appreciation by investing in individual securities that had the potential to
provide superior results over time.
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Fidelity Contrafund Account
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This Fidelity account was a Connecticut General separate account which
invested wholly in the Fidelity Contrafund. This fund sought capital
appreciation by focusing on companies that were currently out of public
favor.
INVESCO Dynamics Account
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This account was a Connecticut General separate account which invested wholly
in the INVESCO Dynamics Fund. This fund sought capital appreciation through
an aggressive investment approach. The fund invested in a multitude of
companies in various industries, thus sought to achieve better-than-average
capital growth.
Janus Worldwide Account
-----------------------
This account was a Connecticut General separate account which invested wholly
in the Janus Worldwide Fund. This fund sought long-term growth of capital in
a manner consistent with the preservation of capital by investing in foreign
as well as domestic securities.
2. SUMMARY OF ACCOUNTING POLICIES:
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Basis of Accounting
- -------------------
The accompanying financial statements of the Plan were prepared using the
accrual basis of accounting. The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States
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.
New Accounting Pronouncement
- ----------------------------
In 1999, the Accounting Standards Executive Committee of the American Institute
of Public Accountants issued Statement of Position 99-3 "Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other Disclosure
Matters" ("SOP 99-3") which eliminates the requirement for a defined
contribution plan to disclose participant directed investment programs. SOP 99-
3 was early adopted for the accompanying financial statements, and as such, the
1998 financial statements have been appropriately reclassified to eliminate the
participant directed fund investment program disclosures.
Valuation of Investment Contracts
- ---------------------------------
Investments in the CIGNA Guaranteed Long Term Account were fully benefit-
responsive and were 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 was determined semi-annually based on the insurance company's
applicable rate schedule. The average yield of the investment contracts for the
period from January 1, 1999 through October 1, 1999 was 6.05%. The crediting
interest rate for the investment contracts held as of December 31, 1998 was
5.85%. The crediting interest rate for the period from January 1, 1999 through
October 1, 1999 was 5.65%. The fair value of the investment contracts held as
of December 31, 1998 approximated contract value.
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Investments and Income Recognition
- ----------------------------------
Investments were carried at fair value, with the exception of the CIGNA
Guaranteed Long Term Account, which was valued at contract value as noted above.
Net appreciation/depreciation in the fair value of investments was 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 in
the supplemental schedule was determined based on the original cost to acquire
the asset.
Expenses
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All costs incurred in the administration of the Plan were paid by the Employer.
Benefits
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Benefits were recorded when paid.
3. INVESTMENTS:
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The cost basis of the Plan's investments was $520,315 as of December 31, 1998.
The fair market value of individual investments that represent 5% or more of the
Plan's net assets as of December 31, 1998 was as follows:
<TABLE>
<CAPTION>
<S> <C>
CIGNA Guaranteed Long Term Account $184,317
CIGNA Stock Market Index Account 69,408
Fidelity Growth Opportunities Account 359,637
Fidelity Contrafund Account 35,530
</TABLE>
During the period from January 1, 1999 through October 1, 1999 the Plan's
investments in pooled separate accounts (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $2,384.
4. FEDERAL INCOME TAXES:
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The Plan received a determination letter from the IRS dated June 20, 1997 in
which the IRS stated that the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code ("IRC") and that the trust
established under the Plan was tax exempt. The Plan sponsor is of the opinion
that the Plan continued to comply in form and operation with the applicable
requirements of the IRC.
5. RELATED PARTY TRANSACTIONS:
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Certain Plan investments were pooled separate accounts and unallocated insurance
contracts managed by Connecticut General. CG Trust Company was the trustee as
defined by the Plan and, therefore, a party-in-interest to the Plan.
6. PLAN TERMINATION:
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JIC had the right to terminate the Plan subject to the provisions of ERISA. See
Note 1 for discussion of the merger of the Plan.
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SCHEDULE I
JONES INTERCABLE, INC. ET AL
----------------------------
DEFINED CONTRIBUTION TRANSFER PLAN
----------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (a)
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FOR THE PERIOD FROM JANUARY 1, 1999 THROUGH OCTOBER 1, 1999
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<TABLE>
<CAPTION>
Purchases Sales
----------------------- ------------------------------------
Cost
Identity of Number of Purchase Number of Selling of
Party Involved Description of Asset Transactions Price (b) Transactions Price (b) Asset Gain
- ------------------------------------ --------------------------- -------------- ---------- ----------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
*Connecticut General Life Insurance
Company: Pooled Separate Accounts-
CIGNA Stock Market
Index Account 17 $154,754 2 $204,845 $204,649 $ 196
Janus Worldwide Account 3 63,316 1 74,682 74,682 -
Fidelity Growth
Opportunities Account 16 1,407 3 337,183 204,909 132,274
Fidelity Contrafund
Account 18 95,395 2 126,289 126,242 47
</TABLE>
* Represents a party-in-interest to the Plan (Note 5).
(a) Represents transactions or a series of transactions in excess of 5% of the
fair value of Plan assets at the beginning of the period.
(b) Purchase price and selling price are equal to current value on the
transaction date.
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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/ Lawrence J. Salva
March 24, 2000 -----------------------------------
Lawrence J. Salva
Senior Vice President & Chief Accounting Officer
(Authorized Officer)
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[LETTERHEAD OF ARTHUR ANDERSEN]
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. Defined Contribution Transfer Plan dated March 24, 2000 included in this
Form 11-K and in the Form S-8 Registration Statement (No. 33-52813).
/s/ Arthur Andersen LLP
Denver, Colorado
March 24, 2000
