<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1998
OR
[_] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ________ to ________
Commission file number: 0-16183
IDS/JONES GROWTH PARTNERS 87-A, LTD.
------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1060544
-------- ----------
State of Organization (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)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
----- -----
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: N/A
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
-----
DOCUMENTS INCORPORATED BY REFERENCE: None
(40958)
<PAGE>
Certain information contained in this Form 10-K Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included in this Form 10-K Report that address activities,
events or developments that the Partnership or the General Partner expects,
believes or anticipates will or may occur in the future are forward-looking
statements. These forward-looking statements are based upon certain assumptions
and are subject to risks and uncertainties. Actual events or results may differ
from those discussed in the forward-looking statements as a result of various
factors.
PART I.
-------
ITEM 1. BUSINESS
-----------------
The Partnership. IDS/Jones Growth Partners 87-A, Ltd. (the
"Partnership") is a Colorado limited partnership that was formed to acquire, own
and operate cable television systems in the United States. Jones Cable
Corporation, a Colorado corporation, is the managing general partner (the
"Managing General Partner") and IDS Cable Corporation, a Minnesota corporation,
is the supervising general partner (the "Supervising General Partner") of the
Partnership. The Managing General Partner is a wholly owned subsidiary of Jones
Intercable, Inc. ("Intercable"), which is also a Colorado corporation and one of
the largest cable television system operators in the nation. The Supervising
General Partner is a wholly owned subsidiary of IDS Management Corporation, a
Minnesota corporation, which in turn is a wholly owned subsidiary of American
Express Financial Corporation, a Delaware corporation.
The Partnership was formed for the purpose of acquiring and operating
cable television systems. The Partnership originally owned two cable television
systems. In February 1996, the Partnership sold its cable television system
serving areas in and around Carmel, Indiana (the "Carmel System"), and on
December 31, 1998, the Partnership sold its cable television system serving the
areas in and around the City of Roseville and neighboring portions of
unincorporated Placer County, all in the State of California (the "Roseville
System").
Disposition of Cable Television System.
On December 31, 1998, the Partnership sold the Roseville System to an
affiliate of Comcast Corporation for a sale price of $40,000,000, subject to
customary closing adjustments. The sale of the Roseville System was approved by
the holders of a majority of the limited partnership interests of the
Partnership and by the general partners of the Partnership. At the time of the
Roseville System's sale, Comcast Corporation was not an affiliate of the
Partnership or of either of its general partners as such term is defined in the
Partnership's limited partnership agreement. It is anticipated that Comcast
Corporation will acquire a controlling ownership interest in the parent of the
Managing General Partner in April 1999. As a result of that transaction, it is
expected that the current management of Intercable and of the Managing General
Partner and a majority of the Board of Directors of Intercable and of the
Managing General Partner will be replaced by Comcast Corporation.
From the proceeds of the Roseville System's sale, the Partnership
repaid all of its indebtedness, which totaled $10,258,866, paid brokerage fees
totaling $1,000,000 (representing 2.5 percent of the sales price) to The
Intercable Group, Ltd., an affiliate of the Managing General Partner, and IDS
Management Corporation, an affiliate of the Supervising General Partner, and
settled working capital adjustments. The Partnership distributed the remaining
sale proceeds of $29,479,945 to the Partnership's partners of record as of
December 31, 1998. This distribution to the limited partners was made in
January 1999. Because the distribution from the sale of the Roseville System
together with the April 1996 distribution from the sale of the Carmel System
exceeded 125 percent of the amounts originally contributed to the Partnership by
the limited partners, the general partners received general partner
distributions from the proceeds of the sale of the Roseville System. The
limited partners as a group received $27,436,365, the Managing General Partner
received $1,021,790, and the Supervising General Partner received $1,021,790.
This distribution provided the Partnership's limited partners with an
approximate return of $167 for each $250 limited partnership interest, or $668
for each $1,000 invested in the Partnership.
2
<PAGE>
Taking into account the April 1996 distribution from the sale of the
Carmel System and the January 1999 distribution from the sale of the Roseville
System, the limited partners of the Partnership have received a total return of
$350 for each $250 limited partnership interest, or $1,400 for each $1,000
invested in the Partnership.
ITEM 2. PROPERTIES
-------------------
As of January 1, 1999, the Partnership did not own any cable
television systems.
ITEM 3. LEGAL PROCEEDINGS
--------------------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
The sale of the Roseville System was subject to the approval of the
holders of a majority of the limited partnership interests of the Partnership.
A vote of the limited partners was conducted by the Managing General Partner by
mail in September and October 1998. Limited partners of record as of the close
of business on August 31, 1998 were entitled to notice of, and to participate
in, this vote of limited partners. Following are the results of the vote of the
limited partners:
<TABLE>
<CAPTION>
No. of Interests
Entitled to Vote Approved Against Abstained Did Not Vote
- --------------------- ------------------------ ------------------------ ------------------------ ------------------------
Number Percent Number Percent Number Percent Number Percent
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
164,178 91,869 55.96 613 0.37 1,248 0.76 70,448 42.91
</TABLE>
PART II.
--------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
-------------------------------------------------
AND RELATED SECURITY HOLDER MATTERS
-----------------------------------
While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that a market will
develop in the future. As of February 16, 1999, the number of equity security
holders in the Partnership was 6,373.
3
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------------------------------------
1998 1997 1996 1995 1994
-------------- ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 8,683,874 $ 7,840,578 $ 8,571,921 $14,465,490 $13,082,094
Operating Expenses 5,104,550 4,633,573 5,273,095 7,972,171 7,298,356
Management and Supervision Fees
and Allocated Overhead from
General Partners 1,031,694 931,938 1,060,130 1,848,033 1,737,106
Depreciation and Amortization 1,797,659 1,589,820 1,786,583 4,469,809 5,645,264
Operating Income (Loss) 749,971 685,247 452,113 175,477 (1,598,632)
Net Income (Loss) 27,248,523/(b)/ (478,324) 20,760,774/(a)/ (1,553,063) (2,994,486)
Net Income (Loss) per
Limited Partnership Unit 153.47/(b)/ (2.88) 124.98/(a)/ (9.37) (18.06)
Weighted Average Number of
Limited Partnership
Units Outstanding 164,178 164,178 164,178 164,178 164,178
General Partners' Deficit - (8,139) (3,356) (245,344) (229,814)
Limited Partners' Capital (Deficit) (248,745) 1,990,816 2,464,357 11,945,571 13,483,104
Total Assets 27,485,016 12,779,845 12,727,595 36,160,374 36,683,823
Debt - 10,000,000 9,850,000 22,981,227 21,832,052
Managing General Partner
Advances - 235,536 43,813 448,872 665,782
</TABLE>
(a) Net income resulted primarily from the sale of the Carmel System by
IDS/Jones Growth Partners 87-A, Ltd. in February 1996.
(b) Net income resulted primarily from the sale of the Roseville System by
IDS/Jones Growth Partners 87-A, Ltd. in December 1998.
4
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
-------------
The following discussion of the financial condition and results of
operations of IDS/Jones Growth Partners 87-A, Ltd. (the "Partnership") contains,
in addition to historical information, forward-looking statements that are based
upon certain assumptions and are subject to a number of risks and uncertainties.
The Partnership's actual results may differ significantly from the results
predicted in such forward-looking statements.
FINANCIAL CONDITION
- -------------------
On December 31, 1998, the Partnership sold the Roseville System to an
affiliate of Comcast Corporation for a sales price of $40,000,000, subject to
customary closing adjustments. At the time of the Roseville System's sale,
Comcast Corporation was not an affiliate of the Partnership or of either of the
general partners as such term is defined in the Partnership's limited
partnership agreement. It is anticipated that Comcast Corporation will acquire
a controlling ownership interest in the parent of the Managing General Partner
in April 1999. The sale of the Roseville System had been approved by the
general partners and by the holders of a majority of the limited partnership
interests in the Partnership.
The Partnership repaid all of its indebtedness, which totaled
$10,334,281 (including $10,000,000 borrowed under its credit facility, $292,911
in advances from the Managing General Partner and capital lease obligations of
$41,370), paid brokerage fees to The Intercable Group, Ltd. ("The Intercable
Group"), a subsidiary of Intercable, and IDS Management Corporation, an
affiliate of the Supervising General Partner, totaling $1,000,000, representing
2.5 percent of the sales price, for acting as brokers and financial advisors in
this transaction, settled working capital adjustments and then the $29,479,945
of net sale proceeds was distributed to the Partnership's partners of record as
of the date of the sale of the Roseville System. Because the distribution on the
sale of the Roseville System together with the April 1996 distribution from the
sale of the Partnership's cable television system serving the communities in and
around Carmel, Indiana exceeded 125 percent of the amounts originally
contributed to the Partnership by the limited partners, the general partners
received general partner distributions on the sale of the Roseville System. The
limited partners as a group received $27,436,365, the Managing General Partner
received $1,021,790 and the Supervising General Partner received $1,021,790 of
the net proceeds from the sale of the Roseville System. This distribution gave
the Partnership's limited partners an approximate return of $167 for each $250
limited partnership interest, or $668 for each $1,000 invested in the
Partnership. The limited partner's distribution was made in January 1999.
Taking into account the April 1996 distribution from the sale of the
Partnership's cable television system serving the communities in and around
Carmel, Indiana and the January 1999 distribution from the sale of the
Roseville System, the limited partners of the Partnership can expect to receive
a total return of $350 for each $250 limited partnership interest, or $1,400 for
each $1,000 invested in the Partnership.
Since the Roseville System represented the only remaining operating
asset of the Partnership, the Partnership will be liquidated and dissolved upon
the settlement of working capital adjustments from the sale of the Roseville
System, most likely in the second quarter of 1999.
Year 2000 Issue
- ---------------
The Year 2000 issue is the result of many computer programs being
written such that they will malfunction when reading a year of "00." This
problem could cause system failure or miscalculations causing disruptions of
business processes. Due to the sale of the Partnership's Roseville System in
December 1998, and the planned liquidation and dissolution of the Partnership in
1999, the Year 2000 issue will not have a material effect on the Partnership.
RESULTS OF OPERATIONS
- ---------------------
Due to the Roseville System sale on December 31, 1998, which was the
Partnership's last remaining asset, a full discussion of results of operations
would not be meaningful. For the year ended December 31, 1998, the Partnership
had total revenues of $8,683,874 and generated income from operations of
$749,971. Because of the gain of $27,262,582 on the sale of the Roseville
System, the Partnership realized net income of $26,955,612, or $151.69 per
limited partnership unit, in 1998.
5
<PAGE>
ITEM 8. FINANCIAL STATEMENTS
- -----------------------------
The audited financial statements of the Partnership for the year ended
December 31, 1998 follow.
6
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Partners of IDS/Jones Growth Partners 87-A, Ltd.:
We have audited the accompanying balance sheets of IDS/JONES GROWTH
PARTNERS 87-A, LTD. (a Colorado limited partnership) as of December 31, 1998 and
1997, and the related statements of operations, partners' capital (deficit) and
cash flows for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the General Partners'
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 financial position of IDS/Jones Growth
Partners 87-A, Ltd. as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 12, 1999.
7
<PAGE>
IDS/JONES GROWTH PARTNERS 87-A, LTD.
------------------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
-------------------------
ASSETS 1998 1997
------ ---- ----
<S> <C> <C>
CASH $27,485,016 $ 612,953
TRADE RECEIVABLES, less allowance for
doubtful receivables of $-0- and $31,154
at December 31, 1998 and 1997, respectively - 359,817
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost - 17,704,957
Less- accumulated depreciation - (8,630,093)
----------- -----------
- 9,074,864
Franchise costs and other intangible assets, net of
accumulated amortization of $-0- and $12,654,023 at
December 31, 1998 and 1997, respectively - 2,547,527
----------- -----------
Total investment in cable television properties - 11,622,391
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS - 184,684
----------- -----------
Total assets $27,485,016 $12,779,845
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
8
<PAGE>
IDS/JONES GROWTH PARTNERS 87-A, LTD.
------------------------------------
(A Limited Partnership)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
----------------------------
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1998 1997
------------------------------------------- ---- ----
<S> <C> <C>
LIABILITIES:
Debt $ - $ 10,000,000
Managing General Partner advances - 235,536
Trade accounts payable and accrued liabilities 297,396 530,967
Accrued distributions 27,436,365 -
Subscriber prepayments - 30,665
------------ ------------
Total liabilities 27,733,761 10,797,168
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 7)
PARTNERS' CAPITAL (DEFICIT):
General Partners-
Contributed capital 500 500
Accumulated earnings (deficit) 2,043,080 (8,639)
Distributions (2,043,580) -
------------ ------------
- (8,139)
------------ ------------
Limited Partners-
Net contributed capital (164,178 units
outstanding at December 31, 1998 and 1997) 35,824,200 35,824,200
Accumulated earnings (deficit) 21,363,420 (3,833,384)
Distributions (57,436,365) (30,000,000)
------------ ------------
(248,745) 1,990,816
------------ ------------
Total liabilities and partners' capital (deficit) $ 27,485,016 $ 12,779,845
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
9
<PAGE>
IDS/JONES GROWTH PARTNERS 87-A, LTD.
------------------------------------
(A Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES $ 8,683,874 $ 7,840,578 $ 8,571,921
COSTS AND EXPENSES:
Operating expenses 5,104,550 4,633,573 5,273,095
Management fees and allocated overhead
from General Partners 1,031,694 931,938 1,060,130
Depreciation and
amortization 1,797,659 1,589,820 1,786,583
----------- ----------- -----------
OPERATING INCOME 749,971 685,247 452,113
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (713,175) (702,281) (749,270)
Gain on sale of cable television system 27,262,582 - 21,096,325
Other, net (50,855) (461,290) (38,394)
----------- ----------- -----------
Total other income (expense) 26,498,552 (1,163,571) 20,308,661
----------- ----------- -----------
NET INCOME (LOSS) $27,248,523 $ (478,324) $20,760,774
=========== =========== ===========
ALLOCATION OF NET INCOME (LOSS):
General Partners $ 2,051,719 $ (4,783) $ 241,988
=========== =========== ===========
Limited Partners $25,196,804 $ (473,541) $20,518,786
=========== =========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 153.47 $ (2.88) $ 124.98
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 164,178 164,178 164,178
=========== =========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
10
<PAGE>
IDS/JONES GROWTH PARTNERS 87-A, LTD.
------------------------------------
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1998 1997 1996
------------ ---------- ------------
<S> <C> <C> <C>
GENERAL PARTNERS:
Jones Cable Corporation
Balance, beginning of year $ (4,070) $ (1,678) $ (122,672)
Distributions (1,021,790) - -
Net income (loss) for year 1,025,860 (2,392) 120,994
------------ ---------- ------------
Balance, end of year $- $ (4,070) $ (1,678)
============ ========== ============
IDS Cable Corporation
Balance, beginning of year $ (4,069) $ (1,678) $ (122,672)
Distributions (1,021,790) - -
Net income (loss) for year 1,025,859 (2,391) 120,994
------------ ---------- ------------
Balance, end of year $- $ (4,069) $ (1,678)
============ ========== ============
Total
Balance, beginning of year $ (8,139) $ (3,356) $ (245,344)
Distributions (2,043,580) - -
Net income (loss) for year 2,051,719 (4,783) 241,988
------------ ---------- ------------
Balance, end of year $- $ (8,139) $ (3,356)
============ ========== ============
LIMITED PARTNERS:
Balance, beginning of year $ 1,990,816 $2,464,357 $ 11,945,571
Distributions (27,436,365) - (30,000,000)
Net income (loss) for year 25,196,804 (473,541) 20,518,786
------------ ---------- ------------
Balance, end of year $ (248,745) $1,990,816 $ 2,464,357
============ ========== ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
11
<PAGE>
IDS/JONES GROWTH PARTNERS 87-A, LTD.
------------------------------------
(A Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1998 1997 1996
------------ ----------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 27,248,523 $ (478,324) $ 20,760,774
Adjustments to reconcile net income (loss) to
net cash provided by operating
activities:
Depreciation and amortization 1,797,659 1,589,820 1,786,583
Gain on sale of cable television system (27,262,582) - (21,096,325)
Decrease in trade receivables 359,817 13,484 250,589
Decrease (increase) in deposits, prepaid
expenses and other assets 64,616 (51,205) (253,798)
Increase (decrease) in trade accounts
payable and accrued liabilities and
subscriber prepayments (264,236) 188,851 (657,267)
Increase (decrease) in Managing General
Partner advances (235,536) 191,723 (405,059)
------------ ----------- ------------
Net cash provided by operating
activities 1,708,261 1,454,349 385,497
------------ ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (1,792,618) (1,470,193) (1,568,312)
Proceeds from sale of cable television system, net
of brokerage fees 39,000,000 - 44,235,333
------------ ----------- ------------
Net cash provided by (used in) investing
activities 37,207,382 (1,470,193) 42,667,021
------------ ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 47,945 350,000 9,895,965
Repayment of debt (10,047,945) (200,000) (23,027,192)
Distribution to Limited Partners - - (30,000,000)
Distribution to the General Partner (2,043,580) - -
------------ ----------- ------------
Net cash provided by (used in) financing
activities (12,043,580) 150,000 (43,131,227)
------------ ----------- ------------
Increase (decrease) in cash 26,872,063 134,156 (78,709)
Cash, beginning of year 612,953 478,797 557,506
------------ ----------- ------------
Cash, end of year $ 27,485,016 $ 612,953 $ 478,797
============ =========== ============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 845,228 $ 668,544 $ 900,250
============ =========== ============
Accrued distributions $ 27,436,365 $ - $ -
============ =========== ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
12
<PAGE>
IDS/JONES GROWTH PARTNERS 87-A, LTD.
------------------------------------
(A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS
------------------------------------
Formation and Business
----------------------
IDS/Jones Growth Partners 87-A, Ltd. (the "Partnership"), a Colorado
limited partnership, was formed on September 15, 1987, pursuant to a public
offering. The Partnership was formed to acquire, develop and operate cable
television systems. Jones Cable Corporation, a Colorado corporation, is the
"Managing General Partner" and manager of the Partnership. IDS Cable
Corporation, a Minnesota corporation, is the "Supervising General Partner."
Jones Intercable, Inc. ("Intercable"), the parent of Jones Cable Corporation,
manages the cable television system owned by the Partnership. Intercable and
its subsidiaries also own and operate cable television systems as well as manage
cable television systems for other limited partnerships for which it is general
partner and, also, for affiliated entities.
Cable Television System Acquisitions
------------------------------------
In 1988, the Partnership acquired the cable television system serving the
communities in and around Roseville, California (the "Roseville System") and, in
1989, the Partnership acquired the cable television system serving the
communities in and around Carmel, Indiana (the "Carmel System"). The Carmel
System was sold in February 1996 and the Roseville System was sold in December
1998.
Sales of Cable Television Systems
---------------------------------
On February 28, 1996, the Partnership sold the Carmel System to Jones Cable
Holdings, Inc. ("JCH"), a wholly owned subsidiary of Intercable, for a sales
price of $44,235,333. This price represented the average of three separate,
independent appraisals of the fair market value of the Carmel System. The
proceeds were used to repay the outstanding principal balance of the
Partnership's term loan of $22,655,000, and, together with funds borrowed from
the Partnership's new revolving credit facility, a $30,000,000 distribution was
made to the limited partners in April 1996. This distribution gave the
Partnership's limited partners an approximate return of $731 per $1,000 invested
in the Partnership.
On December 31, 1998, the Partnership sold the Roseville System to an
affiliate of Comcast Corporation for a sales price of $40,000,000, subject to
customary closing adjustments. At the time of the Roseville System's sale,
Comcast Corporation was not an affiliate of the Partnership or of either of the
general partners as such term is defined in the Partnership's limited
partnership agreement. It is anticipated that Comcast Corporation will acquire
a controlling ownership interest in the parent of the Managing General Partner
in April 1999. The sale of the Roseville System had been approved by the
general partners and by the holders of a majority of the limited partnership
interests in the Partnership.
The Partnership repaid all of its indebtedness, which totaled $10,334,281
(including $10,000,000 borrowed under its credit facility, $292,911 in advances
from the Managing General Partner and capital lease obligations of $41,370),
paid brokerage fees to The Intercable Group, Ltd. ("The Intercable Group"), a
subsidiary of Intercable, and IDS Management Corporation, an affiliate of the
Supervising General Partner, totaling $1,000,000, representing 2.5 percent of
the sales price, for acting as brokers and financial advisors in this
transaction, settled working capital adjustments and then the $29,479,945 of net
sale proceeds was distributed to the Partnership's partners of record as of the
date of the sale of the Roseville System. Because the distribution on the sale
of the Roseville System together with the April 1996 distribution from the sale
of the Partnership's cable television system serving the communities in and
around Carmel, Indiana exceeded 125 percent of the amounts originally
contributed to the Partnership by the limited partners, the general partners
received general partner distributions on the sale of the Roseville System. The
limited partners as a group received $27,436,365, the Managing General Partner
received $1,021,790 and the Supervising General Partner received $1,021,790 of
the net proceeds from the sale of the Roseville System. This distribution gave
the Partnership's limited partners an approximate return of $167 for each $250
limited partnership interest, or $668 for each $1,000 invested in the
Partnership. The limited partner's distribution was made in January 1999.
Taking into account the April 1996 distribution from the sale of the
Partnership's cable television system serving the communities in and around
Carmel, Indiana and the January 1999 distribution from the sale of the
Roseville System, the
13
<PAGE>
limited partners of the Partnership can expect to receive a total return of $350
for each $250 limited partnership interest, or $1,400 for each $1,000 invested
in the Partnership.
Contributed Capital
-------------------
The capitalization of the Partnership is set forth in the accompanying
statements of partners' capital (deficit). No limited partner is obligated to
make any additional contribution to partnership capital.
The Managing General Partner and the Supervising General Partner purchased
their 1/2 percent interests in the Partnership by contributing $250 each to
partnership capital.
All profits and losses of the Partnership are allocated 99 percent to the
limited partners, 1/2 percent to the Managing General Partner and 1/2 percent to
the Supervising General Partner, except for income or gain from the sale or
disposition of cable television properties, which will be allocated to the
partners based upon the formula set forth in the Partnership's partnership
agreement and interest income earned prior to the first acquisition by the
Partnership of a cable television system, which was allocated 100 percent to the
limited partners.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Accounting Records
------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Managing General Partner's
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Property, Plant and Equipment
-----------------------------
Depreciation was provided using the straight-line method over the following
estimated service lives:
Cable distribution systems 5-15 years
Equipment and tools 5- 7 years
Office furniture and equipment 3- 5 years
Buildings 30 years
Vehicles 3- 4 years
Replacements, renewals and improvements were capitalized and maintenance
and repairs were charged to expense as incurred.
Intangible Assets
-----------------
Costs assigned to franchises and costs in excess of interests in net assets
purchased were amortized using the straight-line method over the following
remaining estimated useful lives:
Franchise costs 2 years
Costs in excess of interests
in net assets purchased 30 years
Revenue Recognition
-------------------
Subscriber prepayments were initially deferred and recognized as revenue
when earned.
14
<PAGE>
(3) TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES
-----------------------------------------------------
Management Fees, Supervision Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------------------------
The Managing General Partner managed the Partnership and received a fee for
its services equal to 5 percent of the gross revenues of the Partnership,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid to the Managing General Partner were $434,194, $392,029 and
$428,596 during 1998, 1997 and 1996, respectively. The Managing General Partner
has not received and will not receive a management fee after December 31, 1998.
The Supervising General Partner participated in certain management
decisions of the Partnership and received a fee for its services equal to 1/2
percent of the gross revenues of the Partnership, excluding revenues from the
sale of cable television systems or franchises. Supervision fees paid to the
Supervising General Partner during the years ended December 31, 1998, 1997 and
1996 were $43,419, $39,203 and $42,860, respectively. The Supervising General
Partner has not received and will not receive a supervision fee after December
31, 1998.
The Partnership reimbursed Intercable for certain allocated overhead and
administrative expenses. These expenses represented the salaries and related
benefits paid for corporate personnel, rent, data processing services and other
corporate facilities costs. Such personnel provided engineering, marketing,
administrative, accounting, legal and investor relations services to the
Partnership. Such services, and their related costs, were necessary to the
operation of the Partnership and would have been incurred by the Partnership if
it was a stand alone entity. Allocations of personnel costs were based
primarily on actual time spent by employees of Intercable with respect to each
partnership managed. Remaining overhead costs were allocated based on revenues
of the Partnership as a percentage of total revenues of owned and managed
partnerships of Intercable. Systems owned by Intercable and all other systems
owned by partnerships for which Intercable is the general partner are also
allocated a proportionate share of these expenses. The Managing General Partner
believes that the methodology used in allocating overhead and administrative
expense was reasonable. Reimbursements made to Intercable by the Partnership
for allocated overhead and administrative expenses were $554,081, $500,706 and
$588,674 for 1998, 1997 and 1996, respectively. The Supervising General Partner
may also be reimbursed for certain expenses incurred on behalf of the
Partnership. There were no reimbursements made to the Supervising General
Partner by the Partnership for allocated overhead and administrative expenses
during the years ended December 31, 1998, 1997 and 1996. The Partnership will
continue to reimburse the Managing General Partner for actual time spent on
Partnership business by employees of Intercable until the Partnership is
liquidated and dissolved, but the Partnership will not bear a revenue-based
allocation of overhead and administrative expenses beyond December 31, 1998.
The Partnership was charged interest by Intercable during 1998 at an
average interest rate of 7.05 percent on amounts due to the Managing General
Partner, which approximated Intercable's weighted average cost of borrowing.
Total interest charged to the Partnership by Intercable was $8,259, $4,612 and
$1,864 in 1998, 1997 and 1996, respectively.
Payments to/from Affiliates for Programming Services
----------------------------------------------------
The Partnership has received programming from Superaudio, Knowledge TV,
Inc., Jones Computer Network, Ltd., Great American Country, Inc. and Product
Information Network, all of which are affiliates of the Managing General
Partner.
Payments to Superaudio totaled $15,179, $12,103 and $12,464 in 1998, 1997
and 1996, respectively. Payments to Knowledge TV, Inc. totaled $15,752, $13,457
and $13,669 in 1998, 1997 and 1996, respectively. Payments to Jones Computer
Network, Ltd., whose service was discontinued in April 1997, totaled $-0-,
$8,269 and $26,169 in 1998, 1997 and 1996, respectively. Payments to Great
American Country, Inc. totaled $14,605, $13,360 and $14,806 in 1998, 1997 and
1996, respectively.
The Partnership received a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers. Product
Information Network paid commissions to the Partnership totaling $29,157,
$30,479 and $22,820 in 1998, 1997 and 1996, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT
-----------------------------
Property, plant and equipment as of December 31, 1998 and 1997, consisted
of the following:
15
<PAGE>
<TABLE>
<CAPTION>
December 31,
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Cable distribution systems $ - $16,813,531
Equipment and tools - 441,275
Office furniture and equipment - 247,770
Buildings - 9,060
Vehicles - 191,321
Land - 2,000
----------- -----------
- 17,704,957
Less - accumulated depreciation - (8,630,093)
----------- -----------
$ - $ 9,074,864
=========== ===========
(5) DEBT
----
Debt consisted of the following: December 31,
-------------------------
1998 1997
----------- -----------
Lending institutions -
Revolving credit agreement $ - $10,000,000
----------- -----------
$ - $10,000,000
=========== ===========
</TABLE>
The Partnership had a reducing revolving credit agreement of $10,000,000,
which was repaid on December 31, 1998 upon the sale of the Roseville System.
Interest on the commitment was at the Partnership's option of the Prime Rate or
the London Interbank Offered Rate plus 1-1/4 percent. The effective interest
rate on amounts outstanding was 7.01 percent at December 31, 1997.
At December 31, 1997, the carrying amount of the Partnership's long-term
debt did not differ significantly from the estimated fair value of the financial
instruments. The fair value of the Partnership's long-term debt was estimated
based on the discounted amount of future debt service payments using rates of
borrowing for a liability of similar risk.
(6) INCOME TAXES
------------
Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Partnership are prepared and filed by the Managing
General Partner.
The Partnership's tax returns, the qualification of the Partnership as such
for tax purposes, and the amount of distributable Partnership income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to the Partnership's recorded income or
loss, the tax liability of the general and limited partners would likely be
changed accordingly.
Taxable losses reported to the partners are different from those reported
in the statements of operations due to the difference in depreciation allowed
under generally accepted accounting principles and the expense allowed for tax
purposes under the Modified Accelerated Cost Recovery System (MACRS). There are
no other significant differences between taxable loss and the net loss reported
in the statements of operations.
16
<PAGE>
(7) COMMITMENTS AND CONTINGENCIES
-----------------------------
Office and other facilities were rented under various long-term lease
arrangements. Rent paid under such lease arrangements totaled $89,592,
$89,575 and $124,949, respectively, for the years ended December 31, 1998,
1997 and 1996.
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
-----------------------------------------
Supplementary profit and loss information is presented below:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Maintenance and repairs $ 45,825 $ 39,811 $ 61,416
========== ========== ==========
Taxes, other than income and payroll taxes $ 312,275 $ 300,881 $ 327,504
========== ========== ==========
Advertising $ 41,360 $ 41,397 $ 66,135
========== ========== ==========
Depreciation of property, plant and equipment $1,675,589 $1,483,708 $1,317,776
========== ========== ==========
Amortization of intangible assets $ 122,070 $ 106,112 $ 468,807
========== ========== ==========
</TABLE>
17
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None.
PART III.
---------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
The Partnership itself has no officers or directors. Certain
information concerning the directors and executive officers of the Managing
General Partner is set forth below. Directors of the Managing General Partner
serve until the next annual meeting of the Managing General Partner and until
their successors shall be elected and qualified.
<TABLE>
<CAPTION>
Name Age Positions with the Managing General Partner
- ---- --- -------------------------------------------
<S> <C> <C>
Glenn R. Jones 69 Chairman of the Board and Chief Executive Officer
James B. O'Brien 49 President
Kevin P. Coyle 47 Vice President/Finance
Elizabeth M. Steele 47 Vice President and Secretary
</TABLE>
Mr. Glenn R. Jones has been Chairman of the Board of the Managing
General Partner since its formation in October 1986. Mr. Jones served as
President of the Managing General Partner until September of 1990 at which time
he was elected Chief Executive Officer. Mr. Glenn R. Jones has served as
Chairman of the Board of Directors and Chief Executive Officer of Jones
Intercable, Inc. since its formation in 1970, and he was President from June
1984 until April 1988. Mr. Jones is the sole shareholder, President and Chairman
of the Board of Directors of Jones International, Ltd. He is also Chairman of
the Board of Directors of the subsidiaries of the Jones Intercable, Inc. and of
certain other affiliates of Jones Intercable, Inc. Mr. Jones has been involved
in the cable television business in various capacities since 1961, and he is a
member of the Board of Directors and of the Executive Committee of the National
Cable Television Association. In addition, Mr. Jones is a member of the Board
and Education Council of the National Alliance of Business. Mr. Jones is also a
founding member of the James Madison Council of the Library of Congress. Mr.
Jones has been the recipient of several awards including: the Grand Tam Award in
1989, the highest award from the Cable Television Administration and Marketing
Society; the President's Award from the Cable Television Public Affairs
Association in recognition of Jones International's educational efforts through
Mind Extension University (now Knowledge TV); the Donald G. McGannon Award for
the advancement of minorities and women in cable from the United Church of
Christ Office of Communications; the STAR Award from American Women in Radio and
Television, Inc. for exhibition of a commitment to the issues and concerns of
women in television and radio; the Cableforce 2000 Accolade awarded by Women in
Cable in recognition of the Company's innovative employee programs; the Most
Outstanding Corporate Individual Achievement Award from the International
Distance Learning Conference for his contributions to distance education; the
Golden Plate Award from the American Academy of Achievement for his advances in
distance education; the Man of the Year named by the Denver chapter of the
Achievement Rewards for College Scientists; and in 1994 Mr. Jones was inducted
into Broadcasting and Cable's Hall of Fame.
Mr. James B. O'Brien was elected President of the Managing General
Partner in September of 1990. Mr. James B. O'Brien, Jones Intercable, Inc.'s
President, joined Jones Intercable, Inc. in January 1982. Prior to being elected
President and a director of Jones Intercable, Inc. in December 1989, Mr. O'Brien
served as a division manager, director of operations planning/assistant to the
CEO, Fund Vice President and Group Vice President/Operations. Mr. O'Brien was
appointed to the Jones Intercable, Inc.'s Executive Committee in August 1993. As
President, he is responsible for the day-to-day operations of the cable
television systems managed and owned by Jones Intercable, Inc. Mr. O'Brien is a
board member of Cable Labs, Inc., the research arm of the
18
<PAGE>
U.S. cable television industry. He also serves as Chairman of the Board of
Directors of CTAM: The Marketing Society for the Cable Telecommunications
Industry and as an executive director of the Walter Kaitz Foundation, a
foundation that places people of ethnic minority groups in positions with cable
television systems, networks and vendor companies. Mr. O'Brien's numerous
industry recognitions include a CTAM Tami Award for marketing excellence, a
Women In Cable and Telecommunications Accolade Award recognizing his leadership
efforts on behalf of women in the telecommunications industry, The President's
Award for Leadership from the Illinois Cable and Telecommunications Association
and a Lifetime Achievement Award from The National Association of Minorities in
Communications. Additionally, Mr. O'Brien is a member of The Society of UK Cable
Pioneers.
Kevin P. Coyle was elected Vice President of Finance of the Managing
General Partner in February 1989. Mr. Coyle is the principal financial and
accounting officer of the Managing General Partner. Mr. Kevin P. Coyle joined
The Jones Group, Ltd. in July 1981 as Vice President/Financial Services. In
September 1985, he was appointed Senior Vice President/Financial Services. He
was elected Treasurer of Jones Intercable, Inc. in August 1987, Vice
President/Treasurer in April 1988 and Group Vice President/Finance and Chief
Financial Officer in October 1990. From 1978 to 1981 Mr. Coyle was employed by
American Television and Communications (now Time Warner Cable), and from 1974 to
1978 he was an associate at Haskins & Sells (now Deloitte & Touche LLP).
Ms. Elizabeth M. Steele has served as Secretary of the Managing
General Partner since August 1987 and Vice President since February 1989. Ms.
Elizabeth M. Steele joined Jones Intercable, Inc. in August 1987 as Vice
President/General Counsel and Secretary. From August 1980 until joining the
Company, Ms. Steele was an associate and then a partner at the Denver law firm
of Davis, Graham & Stubbs, which serves as counsel to Jones Intercable, Inc.
Certain information concerning directors and executive officers of
the Supervising General Partner is set forth below. Directors of the Supervising
General Partner serve until the next annual meeting of the Supervising General
Partner and until their successors shall be elected and qualified.
<TABLE>
<CAPTION>
Name Age Positions with the Supervising General Partner
- ---- --- ----------------------------------------------
<S> <C> <C>
Peter J. Slattery 32 President and Director
John M. Knight 45 Vice President and Director
Jeffrey S. Horton 36 Vice President, Treasurer and Director
Bradley C. Nelson 33 Vice President
Ronald W. Powell 52 Vice President
</TABLE>
Mr. Peter J. Slattery is the Director of Non-Proprietary Products for
American Express Financial Advisors' Variable Assets division. During his
tenure he has led the transition to multiple classes for the IDS mutual fund
line, developed five new retail funds and let the creation of the flagship
Flexible Portfolio Annuity. He currently is responsible for all non-proprietary
relationships involving products sold through AEFA's various distribution
channels.
Mr. John M. Knight joined American Express Financial Corporation in
July 1975. He is currently Controller-Variable Assets and charged with the
overall finance responsibilities for Mutual Funds, Limited Partnerships,
Variable Annuities and Wealth Management Services. From 1981 to March 1994, he
held a number of positions in the IDS Certificate Company, leading to Controller
of that organization.
Mr. Jeffrey S. Horton joined American Express Financial Corporation
in July 1987. He was named Vice President - Corporate Treasurer in December
1997. Prior to December 1997, Mr. Horton has served in various capacities with
American Express Financial Corporation including the Director of Finance
(Marketing and Products), Controller for Information Technology and Vice
President Controller for Information Technology.
19
<PAGE>
Mr. Bradley C. Nelson joined American Express Financial Corporation
in 1991 as an Investment Department analyst following his graduation from
Cornell University's Johnson Graduate School of Management where he earned an
MBA with a concentration in finance.
Mr. Ronald W. Powell has held the position of Vice President and
Assistant General Counsel with American Express Financial Corporation since
November 1985. He has been a member of the American Express Financial
Corporation law department since 1975.
ITEM 11. EXECUTIVE COMPENSATION
--------------------------------
The Partnership has no employees; however, various personnel were
required to operate the Roseville System. Such personnel were employed by
Intercable and, pursuant to the terms of the Partnership's limited partnership
agreement, the cost of such employment was charged by the Managing General
Partner to the Partnership as a direct reimbursement item. See Item 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------
As of February 16, 1999, no person or entity owned more than 5
percent of the limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
Until December 31, 1998, the Managing General Partner and its
affiliates engaged in certain transactions with the Partnership as
contemplated by the limited partnership agreement of the Partnership. The
Managing General Partner believes that the terms of such transactions were
generally as favorable as could be obtained by the Partnership from unaffiliated
parties. This determination was made by the Managing General Partner in good
faith, but none of the terms were negotiated at arm's-length and there can be no
assurance that the terms of such transactions have been as favorable as those
that could have been obtained by the Partnership from unaffiliated parties.
Until December 31, 1998, the Supervising General Partner and its
affiliates also engaged in certain transactions with the Partnership as
contemplated by the limited partnership agreement of the Partnership.
Transactions with the Managing General Partner and the Supervising General
Partner
The Managing General Partner manages the Partnership and, until
December 31, 1998, the date of the sale of the Partnership's last remaining
cable television system, the Managing General Partner received a fee for its
services equal to 5 percent of the gross revenues of the Partnership, excluding
revenues from the sale of cable television systems or franchises. The Managing
General Partner will not receive a management fee after December 31, 1998.
The Partnership reimbursed Intercable, the parent of the Managing
General Partner, for certain allocated overhead and administrative expenses.
These expenses represented the salaries and benefits paid to corporate
personnel, rent, data processing services and other corporate facilities costs.
Such personnel provided engineering, marketing, administrative, accounting,
legal and investor relations services to the Partnership. Allocations of
personnel costs were based primarily on actual time spent by employees with
respect to each partnership managed. Remaining expenses were allocated based on
the pro rata relationship of the Partnership's revenues to the total revenues of
all systems owned or managed by Intercable or its affiliates. Systems owned by
Intercable and all other systems owned by partnerships for which Intercable
serves as general partner were also allocated a proportionate share of these
expenses. The Supervising General Partner, IDS Cable Corporation, charged the
Partnership for supervision fees in accordance with the limited partnership
agreement of the Partnership. The Partnership will
20
<PAGE>
continue to reimburse the General Partner for actual time spent on Partnership
business by employees of the General Partner until the Partnership is liquidated
and dissolved, but the Partnership will not bear a revenue-based allocation of
overhead and administrative expenses beyond December 31, 1998.
Intercable, the parent of the Managing General Partner, advanced
funds from time to time and charged interest on the balance payable. The
interest rate charged approximated Intercable's weighted average cost of
borrowing.
Transactions with Affiliates
Jones International, Ltd., a company owned by Glenn R. Jones
("International"), and certain of its subsidiaries provide various services to
the Partnership, including affiliation agreements for the distribution of
programming owned by affiliated companies on cable television systems owned by
the Partnership, as described below.
Knowledge TV, Inc., a company jointly owned by Mr. Jones, affiliates
of International, the Managing General Partner and BCI Telecom Holdings, Inc., a
principal shareholder of Intercable, operates the television network Knowledge
TV. Knowledge TV provides programming related to computers and technology;
business, careers and finance; health and wellness; and global culture and
languages. Until December 31, 1998, Knowledge TV, Inc. sold its programming to
the Roseville System.
The Great American Country network provides country music video
programming to the Roseville System. This network is owned and operated by Great
American Country, Inc., a subsidiary of Jones International Networks, Ltd., an
affiliate of Intercable.
Jones Galactic Radio, Inc. is a subsidiary of Jones International
Networks, Ltd., an affiliate of Intercable. Superaudio, a joint venture between
Jones Galactic Radio, Inc. and an unaffiliated entity, until December 31, 1998,
provided satellite programming to the Roseville System.
The Product Information Network Venture (the "PIN Venture") is a
venture among a subsidiary of Jones International Networks, Ltd., an affiliate
of Intercable, and two unaffiliated cable system operators. The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials." The PIN
Venture generally makes incentive payments of approximately 60 percent of its
net advertising revenue to the cable systems that carry its programming.
Intercable's owned and managed systems carry PIN for all or part of each day.
Revenues received by the Partnership from the PIN Venture relating to the
Roseville System totaled approximately $29,157 for the year ended December 31,
1998.
The charges to the Partnership for related party transactions are as
follows for the periods indicated:
<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fees $434,194 $392,029 $428,596
Supervision fees 43,419 39,203 42,860
Allocation of expenses 554,081 500,706 588,674
Interest expense 8,259 4,612 1,864
Amount of advances outstanding 0 235,536 43,813
Highest amount of advances outstanding 352,326 235,536 647,012
Programming fees:
Knowledge TV, Inc. 15,752 13,457 13,669
Great American Country 14,605 13,360 14,806
Superaudio 15,179 12,103 12,464
</TABLE>
21
<PAGE>
PART IV.
--------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
(a) 1. See index to financial statements for list of financial statements and exhibits thereto filed
as part of this report.
3. The following exhibits are filed herewith:
4.1 Limited Partnership Agreement for IDS/Jones Growth Partners 87-A, Ltd. (1)
10.1 Asset Purchase Agreement dated July 21, 1998 among Comcast Corporation, IDS/Jones Growth
Partners 87-A, Ltd., Jones Cable Corporation, Jones Intercable, Inc. and Jones International,
Ltd. (2)
27 Financial Data Schedule
__________
(1) Incorporated by reference from the Form 10-K of IDS/Jones Growth Partners (Commission File
Nos. 0-16183 and 0-17734) for fiscal year ended December 31, 1988.
(2) Incorporated by reference from Registrant's Schedule 14A (Commission File No. 0-16183) filed
with the Securities and Exchange Commission on August 6, 1998.
(b) Reports on Form 8-K
-------------------
None.
</TABLE>
22
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IDS/JONES GROWTH PARTNERS
87-A, LTD.,
a Colorado limited partnership
By Jones Cable Corporation,
its Managing General Partner
By: /s/ Glenn R. Jones
----------------------------------
Glenn R. Jones
Chairman of the Board and
Dated: March 24, 1999 Chief Executive Officer
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 thereunto duly authorized.
OFFICERS AND DIRECTORS OF JONES CABLE CORPORATION:
By: /s/ Glenn R. Jones
----------------------------------
Glenn R. Jones
Chairman of the Board and
Chief Executive Officer
Dated: March 24, 1999 (Principal Executive Officer)
By: /s/ Kevin P. Coyle
----------------------------------
Kevin P. Coyle
Vice President/Finance
(Principal Financial and
Dated: March 24, 1999 Accounting Officer)
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 27,485,016
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 27,485,016
<CURRENT-LIABILITIES> 27,733,761
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (248,745)
<TOTAL-LIABILITY-AND-EQUITY> 27,485,016
<SALES> 0
<TOTAL-REVENUES> 8,683,874
<CGS> 0
<TOTAL-COSTS> 7,933,903
<OTHER-EXPENSES> (26,918,816)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 713,175
<INCOME-PRETAX> 27,248,523
<INCOME-TAX> 0
<INCOME-CONTINUING> 27,248,523
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,248,523
<EPS-PRIMARY> 153.47
<EPS-DILUTED> 153.47
</TABLE>
