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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): June 30, 1998
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-16939 84-1069504
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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
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On June 30, 1998, Jones Spacelink Income/Growth Fund 1-A, Ltd., a
Colorado limited partnership (the "Partnership"), sold the cable television
system serving the areas in and around the communities of Bluffton, Decatur,
Monroe, Auburn, Butler, Uniondale, Waterloo, Poneto, Vera Cruz and Garrett and
portions of the unincorporated areas of Wells, Allen, Noble, Adams and DeKalb
Counties, all in the State of Illinois (the "Northeast Indiana System") to an
unaffiliated party for a sales price of $23,500,000, subject to closing
adjustments that may have the effect of increasing or decreasing the sales price
by a non-material amount. The sale was approved by the holders of a majority of
the limited partnership interests of the Partnership.
From the proceeds of the Northeast Indiana System sale, the Partnership
repaid all of its indebtedness of $7,604,790, including the $7,500,000 borrowed
under its credit facility and capital lease obligations totaling $104,790 and
deposited $1,000,000 into an indemnity escrow account. The remaining net sale
proceeds of approximately $14,915,500 will be distributed in August 1998 to the
Partnership's limited partners of record as of June 30, 1998. This distribution
will represent approximately $291 for each $500 limited partnership interest or
$582 for each $1,000 invested in the Partnership. Taking into account prior
distributions to limited partners of the Partnership's operating cash flow and
of the net proceeds from the sales of two Wisconsin cable television systems,
the limited partners of the Partnership will have received a total return of
$589 for each $500 limited partner interest, or $1,178 for each $1,000 invested
in the Partnership.
For a period of one year following June 30, 1998, $1,000,000 of the sale
proceeds will remain in escrow as security for the Partnership's agreement to
indemnify the buyer under the asset purchase agreement. The Partnership's
primary exposure, if any, will relate to the representations and warranties made
about the Northeast Indiana System in the asset purchase agreement. Any amounts
remaining from this indemnity escrow and not claimed by the buyer at the end of
the one-year period will be distributed to the limited partners of the
Partnership at that time. If the entire $1,000,000 escrow amount is distributed
to the limited partners, of which there can be no assurance, limited partners
would receive an additional $19.50 for each $500 limited partnership interest,
or $39 for each $1,000 invested in the Partnership, from the sale of the
Northeast Indiana System. The Partnership will continue in existence at least
until any amounts remaining from the indemnity escrow account have been
distributed. Since the Northeast Indiana System represents the only asset of the
Partnership, the Partnership will be liquidated and dissolved upon the final
distribution of any amounts remaining from the indemnity escrow agreement.
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Item 7. Financial Statements and Exhibits
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a. Financial statements.
Not applicable.
b. Pro forma financial statements.
Unaudited pro forma financial information of Jones Spacelink
Income/Growth Fund 1-A, Ltd. reflecting the disposition of the
Northeast Indiana System is attached.
c. Exhibits.
Asset Purchase Agreement dated December 17, 1997 between Triax
Midwest Associates, L.P. and Jones Spacelink Income/Growth Fund 1-A, Ltd. is
incorporated by reference from the Partnership's Annual Report on Form 10-K for
fiscal year ended December 31, 1997.
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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 SPACELINK INCOME/GROWTH
FUND, LTD.
By: Jones Intercable, Inc.,
its general partner
Dated: July 13, 1998 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President and Secretary
(36948)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
As a result of the sale of the cable television system serving
subscribers in and around the communities of Bluffton, Decatur, Monroe, Auburn,
Butler, Uniondale, Waterloo, Poneto, Vera Cruz and Garrett, and portions of the
unincorporated areas of Wells, Allen, Noble, Adams and DeKalb Counties, all in
the State of Indiana (the "Northeast Indiana Systems"), the only remaining asset
of Jones Spacelink Income/Growth Fund 1-A, Ltd. (the "Partnership") is
$1,000,000 held in escrow until June 30, 1999, as security for the Partnership's
agreement to indemnify the buyer under the asset purchase agreement. The
Partnership will continue in existence at least until any amounts remaining from
the indemnity escrow account have been distributed. Since the Northeast Indiana
Systems represent the only asset of the Partnership, the Partnership will be
liquidated and dissolved upon the final distribution of any amounts remaining
from the indemnity escrow account. Accordingly, unaudited pro forma financial
information is not presented.
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