<PAGE> 1
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): February 28, 1996
IDS/JONES GROWTH PARTNERS 87-A, LTD.
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(Exact name of registrant as specified in its charter)
Colorado 0-16183 84-1060544
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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
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code) (Registrant's
telephone no.
including area code)
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Item 2. Sale of Assets
On February 28, 1996, IDS/Jones Growth Partners 87-A, Ltd. (the
"Partnership") sold the cable television system serving areas in and around
Carmel, Indiana (the "Carmel System") to Jones Cable Holdings, Inc. ("JCH"), a
wholly owned subsidiary of Jones Intercable, Inc., the parent corporation of
the managing general partner of the Partnership, for a sales price of
$44,235,333, subject to normal working capital closing adjustments. This price
represented the average of three separate, independent appraisals of the fair
market value of the Carmel System. A portion of the proceeds, $14,235,333, was
used to reduce Partnership debt, and the remainder of the proceeds,
$30,000,000, will be distributed to the limited partners in April 1996. This
distribution will give the Partnership's limited partners an approximate return
of $731 per $1,000 invested in the Partnership. No vote of the limited
partners of the Partnership was required in connection with this transaction
because the assets of the Carmel System did not constitute all or substantially
all of the Partnership's assets. IDS Cable Corporation, the supervising
general partner of the Partnership, consented to the timing of the transaction
and participated in the selection of appraisers. The Partnership will continue
to own and operate the cable television system serving areas in and around
Roseville, California until that system is also sold.
On February 29, 1996, JCH consummated an agreement with Time Warner
Entertainment-Advance/Newhouse Partnership ("TWEAN"), an unaffiliated cable
television system operator, pursuant to which JCH conveyed the Carmel System,
along with certain other cable television systems owned by JCH, and cash in the
amount of $3,500,000, subject to normal closing adjustments, to TWEAN in
exchange for the cable television systems serving Andrews Air Force Base,
Capitol Heights, Cheltenham, District Heights, Fairmount Heights, Forest
Heights, Morningside, Seat Pleasant, Upper Marlboro, and portions of Prince
Georges County, all in Maryland, and a portion of Fairfax County, Virginia.
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Item 7. Financial Statements and Exhibits
a. Financial statements of business acquired.
Not applicable.
b. Pro forma financial information.
Pro forma financial information of the Partnership showing the
effect of the disposition of the Carmel System as of September
30, 1995 is included herein.
c. Purchase and Sale Agreement dated as of August 11, 1995 between
IDS/Jones Growth Partners 87-A, Ltd. and Jones Intercable,
Inc. is incorporated by reference from the Annual Report on
Form 10-K for fiscal year ended May 31, 1995 of Jones
Intercable, Inc. (Commission File No. 1-9953)
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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.
IDS/JONES GROWTH
PARTNERS 87-A, LTD.,
a Colorado limited partnership
By: Jones Cable Corporation
Managing General Partner
Dated: March 13, 1996 By: /s/ Elizabeth M. Steele
-------------------------
Elizabeth M. Steele
Vice President
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF IDS/JONES GROWTH PARTNERS 87-A, LTD.
The following unaudited pro forma balance sheet assumes that as of
September 30, 1995, IDS/Jones Growth Partners 87-A, Ltd. (the "Partnership")
had sold the cable television system serving areas in and around Carmel,
Indiana (the "Carmel System") for $44,235,333. The funds available to the
Partnership, adjusting for the estimated net closing adjustments of the Carmel
System, are expected to total approximately $44,174,600. Such funds will be
used to repay indebtedness of the Partnership of approximately $14,174,600, and
the balance of $30,000,000 will be distributed to the limited partners pursuant
to the terms of the Partnership Agreement. The unaudited Pro Forma Statements
of Operations assume that the Carmel System was sold as of January 1, 1994.
The Partnership will continue to own the cable television system serving areas
in and around Roseville, California (the "Roseville System").
The unaudited pro forma financial information should be read in
conjunction with the appropriate notes to the unaudited pro forma financial
information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS
BASED UPON AMOUNTS AS OF SEPTEMBER 30, 1995 AND CERTAIN ESTIMATES OF
LIABILITIES AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
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IDS/JONES GROWTH PARTNERS 87-A, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
September 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Cash and Cash Equivalents $ 353,590 $ 30,000,000 $ 30,353,590
Trade Receivables, net 468,011 (267,462) 200,549
Investment in Cable Television Properties:
Property, plant and equipment, net 19,984,929 (11,512,171) 8,472,758
Intangible assets, net 14,709,862 (11,865,291) 2,844,571
------------ -------------- ------------
Total investment in cable television properties 34,694,791 (23,377,462) 11,317,329
Deposits, Prepaid Expenses and Deferred Charges 445,930 (30,220) 415,710
------------ -------------- ------------
Total Assets $ 35,962,322 $ 6,324,856 $ 42,287,178
============ ============== ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 23,145,265 $ (14,174,628) $ 8,970,637
Accounts payable 198,503 - 198,503
Accrued liabilities 756,856 (336,842) 420,014
Subscriber prepayments 46,909 (21,545) 25,364
Accrued Distribution to Limited Partners - 30,000,000 30,000,000
------------ -------------- ------------
Total Liabilities 24,147,533 15,466,985 39,614,518
------------ -------------- ------------
Partners' Capital:
General partners (244,199) - (244,199)
Limited Partners 12,058,988 (9,142,129) 2,916,859
------------ -------------- ------------
Total Partners' Capital 11,814,789 (9,142,129) 2,672,660
------------ -------------- ------------
Total Liabilities and Partners' Capital $ 35,962,322 $ 6,324,856 $ 42,287,178
============ ============== ============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
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IDS/JONES GROWTH PARTNERS 87-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 13,082,094 $ (7,377,424) $ 5,704,670
COSTS AND EXPENSES:
Operating expense 7,298,356 (3,657,758) 3,640,598
Management fees and allocated overhead from
General partners 1,737,106 (980,286) 756,820
Depreciation and Amortization 5,645,264 (3,021,986) 2,623,278
------------ ------------- ------------
OPERATING INCOME (1,598,632) 282,606 (1,316,026)
------------ ------------- ------------
OTHER INCOME (EXPENSES):
Interest expense (1,373,956) 977,000 (396,956)
Other, net (21,898) 282 (21,616)
------------ ------------- ------------
Total other income (expense), net (1,395,854) 977,282 (418,572)
------------ ------------- ------------
NET LOSS $ (2,994,486) $ 1,259,888 $ (1,734,598)
============ ============= ============
NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (18.06) $ (10.46)
============ ============
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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IDS/JONES GROWTH PARTNERS 87-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ------------- -------------
<S> <C> <C> <C>
REVENUES $ 10,689,958 $ (5,960,176) $ 4,729,782
COSTS AND EXPENSES:
Operating expense 5,965,856 (3,080,166) 2,885,690
Management fees and allocated overhead from
General partners 1,348,917 (754,062) 594,855
Depreciation and Amortization 3,509,361 (2,093,580) 1,415,781
------------ ------------- -----------
OPERATING INCOME (134,176) (32,368) (166,544)
------------ ------------- -----------
OTHER INCOME (EXPENSES):
Interest expense (1,306,981) 490,000 (816,981)
Other, net 2,656 1,051 3,707
------------ ------------- -----------
Total other income (expense), net (1,304,325) 491,051 (813,274)
------------ ------------- -----------
NET LOSS $ (1,438,501) $ 458,683 $ (979,818)
============ ============= ===========
NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (8.67) $ (5.91)
============ ===========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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IDS/JONES GROWTH PARTNERS 87-A, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the Carmel System
and the resulting estimated proceeds expected to be received by the
Partnership.
2) The unaudited pro forma balance sheet assumes that the Partnership
had sold the Carmel System for $44,235,333 as of September 30, 1995. The
unaudited statements of operations assume that the Partnership had sold the
Carmel System as of January 1, 1994.
3) The estimated gain recognized from the sale of the Carmel System
and corresponding estimated distribution to limited partners as of September
30, 1995 has been computed as follows:
GAIN ON SALE OF ASSETS:
<TABLE>
<S> <C>
Contract sales price $ 44,235,333
Less: Net book value of investment in cable television properties
at September 30, 1995 23,377,462
--------------
Gain on sale of assets $ 20,857,871
==============
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 44,235,333
Working Capital Adjustment:
Add: Trade receivables, net 267,462
Prepaid expenses 30,220
Less Accrued liabilities (336,842)
Subscriber prepayments (21,545)
--------------
Adjusted cash received 44,174,628
Less: Prepayment of outstanding debt to third parties (14,174,628)
--------------
Cash distribution to limited partners $ 30,000,000
==============
</TABLE>
4) The Pro Forma Statements of Operations reflect the Sale of the
Carmel System and the repayment of $14,175,000 of debt. The Partnership will
continue to own and operate the Roseville System.
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