JONES PROGRAMMING PARTNERS 2-A LTD
10-Q/A, 1995-06-13
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>   1




                              FORM 10-Q/A NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



(Mark One)

[x]       Quarterly report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

For the quarterly period ended March 31, 1995.

[ ]       Transition report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

For the transition period from                      to
                                -------------------     ----------------------.
                               
                         Commission File Number 0-20944


                      Jones Programming Partners 2-A, Ltd.
- - -------------------------------------------------------------------------------
                Exact name of registrant as specified in charter

<TABLE>
<S>                                                       <C>
Colorado                                                            #84-1088819
- - -------------------------------------------------------------------------------
State of organization                                     I.R.S. employer I.D.#
</TABLE>

    9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado  80155-3309
    ------------------------------------------------------------------------
                     Address of principal executive office

                                 (303) 792-3111          
                         -----------------------------
                         Registrant's telephone number


Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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 
    -----                                                                 -----
<PAGE>   2
                      JONES PROGRAMMING PARTNERS 2-A, LTD.


                                     INDEX

<TABLE>
<CAPTION>
                                                                           Page
                                                                          Number
                                                                          ------
<S>       <C>                                                              <C>
PART I.   FINANCIAL INFORMATION

          Item 1.    Financial Statements

                     Unaudited Balance Sheets
                          March 31, 1995 and December 31, 1994                3

                     Unaudited Statements of Operations
                          Three Months Ended March 31, 1995 and 1994          4

                     Unaudited Statements of Cash Flows
                          Three Months Ended March 31, 1995 and 1994          5

                     Notes to Unaudited Financial Statements
                          March 31, 1995                                    6-7


          Item 2.    Management's Discussion and Analysis of
                          Financial Condition and Results of Operations    8-11


PART II.  OTHER INFORMATION                                                  12
</TABLE>





                                       2
<PAGE>   3
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                            (A Limited Partnership)

                            UNAUDITED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                 March 31,           December 31,
                                  ASSETS                                           1995                  1994       
                                  ------                                        -----------          ------------
<S>                                                                             <C>                   <C>
CASH AND CASH EQUIVALENTS                                                       $   203,081           $   160,888
                                                                                            
ACCOUNTS RECEIVABLE                                                                   -                   174,363
                                                                                            
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,                                             
  net of accumulated amortization of $2,832,151 and $2,831,101                              
  as of March 31, 1995 and December 31, 1994, respectively                        3,113,018             3,121,249
                                                                                -----------           -----------
                                                                                            
                 Total assets                                                   $ 3,316,099           $ 3,456,500
                                                                                ===========           ===========
                                                                                            
     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                                            
     -------------------------------------------                                            
                                                                                            
LIABILITIES:                                                                                
  Accounts payable to affiliates                                                $     3,734           $     -
  Accrued distributions to  partners                                                141,781               141,781
  Accrued liabilities                                                                11,313                 7,430
                                                                                -----------           -----------
                 Total liabilities                                                  156,828               149,211 
                                                                                -----------           -----------
                                                                                            
PARTNERS' CAPITAL (DEFICIT):                                                                
  General partner-                                                                          
    Contributed capital                                                               1,000                 1,000
    Distributions                                                                   (14,834)              (13,416)
    Accumulated deficit                                                              (1,823)               (1,761)
                                                                                -----------           -----------
                                                                                            
                 Total general partner deficit                                      (15,657)              (14,177)
                                                                                -----------           -----------
                                                                                            
  Limited partners -                                                                        
    Contributed capital, net of offering costs  (11,229 units outstanding                   
       as of March 31, 1995 and December 31, 1994)                                4,823,980             4,823,980
    Distributions                                                                (1,468,607)           (1,328,244)
    Accumulated deficit                                                            (180,445)             (174,270)
                                                                                -----------           -----------
                                                                                            
                 Total limited partners' capital                                  3,174,928             3,321,466
                                                                                -----------           -----------
                                                                                            
                 Total partners' capital                                          3,159,271             3,307,289
                                                                                -----------           -----------
                                                                                            
                 Total liabilities and partners' capital                        $ 3,316,099           $ 3,456,500
                                                                                ===========           ===========
</TABLE>                                                                     


            The accompanying notes to unaudited financial statements
         are an integral part of these unaudited financial statements.





                                       3
<PAGE>   4
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                            (A Limited Partnership)

                       UNAUDITED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                     For the Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                       1995               1994
                                                     -------            -------
<S>                                                  <C>                <C>
GROSS REVENUES                                       $ 1,150            $81,069
                                                     
COSTS AND EXPENSES:                                  
  Costs of filmed entertainment                        1,050             72,965
  Distribution fees and expenses                         575              9,121
  Operating, general and administrative expenses       7,965              3,807
                                                     -------            -------
                                                     
                 Total costs and expenses              9,590             85,893
                                                     -------            -------
                                                     
OPERATING LOSS                                        (8,440)            (4,824)
                                                     
INTEREST INCOME                                        2,203                669
                                                     -------            -------
                                                     
NET LOSS                                             $(6,237)           $(4,155)
                                                     =======            =======
                                                     
ALLOCATION OF NET LOSS:                              
  General partner                                    $   (62)           $   (42)
                                                     =======            =======
                                                     
  Limited partners                                   $(6,175)           $(4,113)
                                                     =======            =======
                                                     
NET LOSS PER LIMITED PARTNERSHIP UNIT                $  (.55)           $  (.37)
                                                     =======            =======
                                                     
WEIGHTED AVERAGE NUMBER OF LIMITED                   
   PARTNERSHIP UNITS OUTSTANDING                      11,229             11,229
                                                     =======            =======
</TABLE>                                              


            The accompanying notes to unaudited financial statements
         are an integral part of these unaudited financial statements.





                                       4
<PAGE>   5
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                            (A Limited Partnership)

                       UNAUDITED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                  For the Three Months Ended
                                                                            March 31,           
                                                                  --------------------------
                                                                     1995             1994     
                                                                  ---------        ---------
<S>                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                             
  Net loss                                                        $  (6,237)       $  (4,155)
  Adjustments to reconcile net loss to net                        
    cash provided by operating activities:                        
      Amortization of filmed entertainment costs                      1,050           72,965
      Decrease in accounts receivable                               174,363          258,732
      Increase in accrued liabilities                                 3,883              170
      Increase in accounts payable to affiliates                      3,734           13,200
      Increase in deferred revenue                                      -            245,041
                                                                  ---------        ---------
                                                                  
         Net cash provided by operating activities                  176,793          585,953
                                                                  ---------        ---------
                                                                  
CASH FLOWS FROM INVESTING ACTIVITIES:                             
  Net (increase) decrease in production advances                      7,181         (225,464)
                                                                  ---------        ---------
                                                                  
         Net cash (used in) provided by investing activities          7,181         (225,464)
                                                                  ---------        ---------
                                                                  
CASH FLOWS FROM FINANCING ACTIVITIES:                             
  Interest distribution to limited partners                             -             (2,534)
  Distributions to partners                                        (141,781)        (141,781)
                                                                  ---------        ---------
                                                                  
         Net cash used in financing activities                     (141,781)        (144,315)
                                                                  ---------        ---------
                                                                  
Increase in cash and cash equivalents                             $  42,193        $ 216,174
                                                                  
Cash and cash equivalents, beginning of period                      160,888          253,758
                                                                  ---------        ---------
                                                                  
Cash and cash equivalents, end of period                          $ 203,081        $ 469,932
                                                                  =========        =========
</TABLE>                                                          


            The accompanying notes to unaudited financial statements
         are an integral part of these unaudited financial statements.





                                       5
<PAGE>   6
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                            (A Limited Partnership)

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)      BASIS OF PRESENTATION

         This Form 10-Q is being filed in conformity with the SEC requirements
for unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Balance Sheets and
Statements of Operations and Cash Flows in conformity with generally accepted
accounting principles.  However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position  of Jones Programming
Partners 2-A, Ltd. (the "Partnership") as of March 31, 1995 and December 31,
1994 and its results of operations and its cash flows for the three month
periods ended March 31, 1995 and 1994.  Results of operations for these periods
are not necessarily indicative of results to be expected for the full year.

(2)      TRANSACTIONS WITH AFFILIATED ENTITIES

         The General Partner is entitled to reimbursement from the Partnership
for its direct and indirect expenses allocable to the operations of the
Partnership, which shall include, but not be limited to, rent, supplies,
telephone, travel, legal expenses, accounting and auditing expenses,
preparation and distribution of reports to investors and salaries of any full
or part-time employees.  Although the General Partner is entitled to
reimbursement for all direct and indirect expenses allocable to the
Partnership, the Partnership was charged $1,630 and $335 for direct expenses
only for the three month periods ended March 31, 1995 and 1994, respectively.

(3)      INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION

         "Charlton Heston Presents: The Bible"

         In 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Agamemnon Films, an unaffiliated party, to produce four
one-hour programs for television, entitled "Charlton Heston Presents: The
Bible" (the "Bible Programs").  The production costs of the Bible Programs were
approximately $2,137,000.  In addition, the Partnership paid a $240,000
production and overhead fee to the General Partner.  In return for agreeing to
fund these production costs, the Partnership acquired all rights to the Bible
Programs in all markets and in all media in perpetuity.  The Partnership
subsequently assigned half of its ownership of the Bible Programs to an
unaffiliated party for an investment of $1,000,000 toward the production costs
for the Bible Programs.  After consideration of the reimbursement, the
Partnership's total investment in the Bible Programs is $1,369,764 and its net
investment, after consideration of amortization, was $400,884 as of March 31,
1995.  From inception to March 31, 1995, the Partnership has recognized
$783,552 of gross revenue from this film, which includes $250,000 from the Arts
& Entertainment Network (the "A&E"), which was used to finance the program's
production.

         "Household Saints"

         In 1993, the Partnership acquired a one-third ownership interest in a
film scheduled for world-wide theatrical release entitled "Household Saints."
The budgeted production costs of "Household Saints" were approximately
$5,000,000, and the final production costs were approximately $5,300,000.  For
a one-third ownership interest in the film, the Partnership has contributed
one-third of the budgeted production costs, or $1,666,667.  Two unaffiliated
entities contributed similar amounts.  As of March 31, 1995, the Partnership
had invested approximately $1,913,918 in the film, which included production
and overhead fee of $100,000 paid to the General Partner by the Partnership.
Although under the terms of the Partnership's limited partnership agreement the
General Partner is entitled to a fee of 12 percent of the lower of actual or
budgeted production costs for each Partnership film project, which would have
been approximately $600,000 for "Household Saints," the General Partner only
took $100,000 as its production and overhead fee due to the limited involvement
of the General Partner in the film's production.  As of March 31, 1995, the
Partnership's net limited investment in the film, after consideration of
amortization, was $1,389,166.  From inception to March 31, 1995, the
Partnership has recognized $603,198 of gross revenue from this film.





                                       6
<PAGE>   7
         "The Whipping Boy"

         In 1993, the Partnership acquired the rights to "The Whipping Boy.
"The Whipping Boy" was made into a two-hour telefilm.  The film premiered in
the North American television market on The Disney Channel.  The film's final
cost was approximately $4,400,000.  As of March 31, 1995, the Partnership had
invested approximately $2,661,487 in the film, which included a $468,000
production and overhead fee paid to the General Partner.  The film was
co-produced by the General Partner and Gemini Films, a German company.
Principal photography on the movie commenced in September 1993, and
post-production occurred in October 1993.  The completed picture was delivered
to The Disney Channel in the second quarter of 1994.  From inception to March
31, 1995, the Partnership has recognized $2,100,000 of gross revenue from this
film, which represents the initial license fee from The Disney Channel and was
used to finance the film's production.





                                       7
<PAGE>   8
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                            (A Limited Partnership)

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                              FINANCIAL CONDITION


Liquidity and Capital Resources

         The Partnership's principal sources of liquidity are cash on hand and
amounts received from the domestic and international distribution of its
programming.  As of March 31, 1995, the Partnership had $203,081 in cash.

         In December 1994, the Partnership declared a distribution of $141,781
which was paid to the partners in February 1995.  In March 1995, the
Partnership declared a distribution of $141,781, which will be paid to the
partners in May 1995.  These distributions are made using cash on hand,
interest income and cash provided by operating activities.  Distributions are
expected to continue, although no determination has been made regarding any
specific level of future distributions.  Distributions reduce the financial
flexibility of the Partnership.

         The General Partner believes that the Partnership has, and will
continue to have, sufficient liquidity, including the proceeds from the
proposed sale of "Household Saints" as discussed below, to conduct its
operations and to meet its future obligations during 1995.

"Charlton Heston Presents:  The Bible"

         In 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Agamemnon Films, an unaffiliated party, to produce four
one-hour programs for television, entitled "Charlton Heston Presents: The
Bible" (the "Bible Programs") for A&E.  The production costs of the Bible
Programs were approximately $2,370,000, which included a $240,000 production
and overhead fee to the General Partner.  In return for agreeing to fund these
production costs, the Partnership acquired all rights to the Bible Programs in
all markets and in all media in perpetuity.

         In order to reduce the Partnership's financial exposure, the General
Partner, on behalf of the Partnership, assigned one-half of the Partnership's
interest in the Bible Programs to GoodTimes Home Video Corporation
("GoodTimes"), an unaffiliated entity directly involved in the specialty home
video and international television distribution business, for an investment by
GoodTimes of $1,000,000.  The Partnership and GoodTimes funded Jones
Documentary Film Corporation ("JDFC"), which in turn contracted with Agamemnon
Films for the production of the Bible Programs.  JDFC was formed to insulate
the Partnership and GoodTimes from certain risks and potential liabilities
associated with the production of programming in foreign countries because the
Bible Programs were filmed on location in the Holy Lands.

         The Partnership and JDFC granted the General Partner the exclusive
rights to distribute the Bible Programs.  To accomplish this, the General
Partner, on its own behalf, and GoodTimes entered into an agreement to form J/G
Distribution Company to distribute the Bible Programs.  J/G Distribution
Company was formed effective as of June 24, 1992 and the Partnership granted it
the sole and exclusive right to exhibit and distribute, and to license others
to exhibit and distribute, the Bible Programs in all markets, all languages,
and all media in perpetuity.  J/G Distribution Company holds the copyright for
the benefit of the Partnership (50 percent interest) and GoodTimes (50 percent
interest).  J/G Distribution Company is currently distributing the Bible
Programs in the retail home video market.  As of March 31, 1995, gross sales
made by J/G Distribution Company totaled $533,552, of which $266,776 will be
retained by J/G Distribution Company for its fees and marketing costs, with the
remaining $266,776 belonging to the Partnership.  Additionally, $250,000 was
received directly by the Partnership as its share of the initial license fee
from A&E.  As of March 31, 1995, the Partnership had received both the $266,776
from J/G Distribution and the $250,000 from A&E.

         In 1994, J/G Distribution Company, an affiliate of the General
Partner, and Jones Interactive, Inc. ("JII"), also an affiliate of the General
Partner, entered into an agreement to produce a CD-ROM version of the Bible
Programs.  The total cost for production of the CD-ROM version will be funded
by J/G Distribution Company.  No Partnership funds will be utilized in the
production of the CD-ROM version; however, after J/G Distribution Company has
recouped its production costs, distribution fees and costs associated with
distribution, remaining net revenues will flow to the





                                       8
<PAGE>   9
Partnership in the same manner as net video revenue.  The production is being
done on two separate discs, one for the Old Testament, which is expected to be
completed in the third quarter of 1995, and a second disc for the New
Testament, which is expected to be completed in the fourth quarter of 1995.
Distribution of the CD-ROM version will be done in the United States and Canada
by affiliates of J/G Distribution Company.

"Household Saints"

         In February 1993, the Partnership acquired a one-third ownership
interest in a film scheduled for world-wide theatrical release entitled
"Household Saints."  For a one-third ownership interest in the film, the
Partnership has contributed one-third of the budgeted production costs, or
$1,666,667, along with two other unaffiliated entities.  As of March 31, 1995,
the Partnership had invested approximately $1,913,918 in the film, which
included a production and overhead fee of $100,000  paid to the General Partner
by the Partnership.  Although under the terms of the Partnership's limited
partnership agreement the General Partner is entitled to a fee of 12 percent of
the lower of actual or budgeted production costs for each Partnership film
project, which fee would have been approximately $600,000 for "Household
Saints," the General Partner only took $100,000 as its production and overhead
fee due to the limited involvement of the General Partner in the film's
production.  In addition, the Partnership paid approximately $406,000 for
prints and advertising costs.

         The other owners of the film, which are not affiliated with the
Partnership or the General Partner, are New Line Productions, Inc.  ("New
Line") and Columbia Tristar Home Video ("Columbia Tristar"), each of which owns
a one-third interest in the film for contributing one- third of the film's
budgeted production costs and completion costs.  As equal participants in the
film, the Partnership, New Line and Columbia Tristar will generally share
equally in the net revenues generated by the film's distribution in all markets
until they each have recouped their investment in the film plus 12 percent per
annum interest on their unrecouped investment, after which net revenues will
also be shared with the film's talent.

         "Household Saints" was released in theaters in the United States and
Canada in September 1993 and the film performed to a disappointing box office
of approximately $600,000 in the United States.  Fine Line, a subsidiary of new
Line, was the film's North American theatrical distributor.  Fine Line earned a
distribution fee equal to 20 percent of gross revenues generated by the
distribution of the film in theaters in the United States and Canada and it was
entitled to reimbursement of its distribution costs.  Net theatrical revenues
were split equally among the Partnership, New Line and Columbia Tristar.  The
funds that the Partnership and New Line each contributed for prints and
advertising in connection with the film's North American theatrical release
have been reimbursed to the Partnership and New Line primarily from
international sales.

         The film's international distribution in all media is being undertaken
by New Line International, also a subsidiary of New Line.  From the gross
revenues generated by the film's distribution in all international media, New
Line International will be entitled to a 20 percent distribution fee plus
reimbursement of its costs incurred in distributing the film internationally,
which are not to exceed $50,000.  Net international revenues will be split
equally among the Partnership, New Line and Columbia Tristar.  As of March 31,
1995, international sales of approximately $1,102,000 had been made, of which
approximately $946,000 was attributed to sales in Italy and Spain.  As of March
31, 1995, the Partnership's share of gross revenues totaled $603,198, of which
$203,198 will be retained by the distributor for its fees and marketing costs.
The remaining $400,000 has been received by the Partnership and was recorded as
revenue in 1993.  Distribution in the international market is continuing.

         The film's domestic home video distribution was undertaken by Columbia
Tristar.  The disappointing U.S. theatrical box office translated to a
disappointing unit volume of rental home video sales (under 10,000 units have
been sold).  From the gross revenues generated by the distribution of the film
in U.S. home video markets, Columbia Tristar will be entitled to a 20 percent
distribution fee plus reimbursement of its distribution costs, which are not to
exceed 18 percent of home video gross revenues.  Net revenues from home video
sales will be split equally among the Partnership, New Line, and Columbia
Tristar.  As of March 31, 1995, domestic home video sales of approximately
$26,000 had been made.

         The film's distribution on television in the United States is being
undertaken jointly by New Line and the General Partner.  From gross revenues
generated by the distribution of the film in U.S. television markets, New Line
and the General Partner will split a 20 percent distribution fee and will be
entitled to reimbursement of their costs incurred in distributing the film in
such markets.  Net revenues from the distribution of the film in U.S.
television markets will be split equally among the Partnership, New Line and
Columbia Tristar.





                                       9
<PAGE>   10
         All of the foregoing net revenue splits will govern until the
Partnership, New Line and Columbia Tristar recoup their original investments
plus interest on any unrecouped funds.  Thereafter, a portion of net revenues
will be shared with the production unit, which includes the producers, writers,
director and actors.  Such net post-recoupment revenues will be split 35
percent to the production unit, 25 percent to the Partnership, 20 percent to
New Line and 20 percent to Columbia Tristar until the production unit has
received $1,000,000 in net revenues.  After the production unit has received
$1,000,000 in net revenues and until it has received $2,000,000 in net
revenues, the split will be 25 percent to the production unit, 35 percent to
the Partnership, 20 percent to New Line and 20 percent to Columbia Tristar.
After the production unit has received $2,000,000 in net revenues, and
thereafter, in perpetuity, net revenues will be split 10 percent to the
production unit, 50 percent to the Partnership, 20 percent to New Line and 20
percent to Columbia Tristar.

         The terms of the distribution agreements with each of New Line and
Columbia Tristar are 15 years, and can be renewed by New Line and Columbia
Tristar at their option subject to the Partnership's right, at five-year
intervals thereafter, to acquire New Line's and/or Columbia Tristar's
distribution rights if the Partnership has not yet recouped its investment in
the film and if the Partnership has another bona fide distribution plan in
place.

         In January 1995, the General Partner's Board of Directors agreed in
principle to purchase the Partnership's interest in "Household Saints" from the
Partnership.  The Partnership's limited partnership agreement allows the
General Partner to purchase completed programming projects from the Partnership
so long as the purchase price is an amount no less than the average of three
separate independent appraisals of the project's fair market value.  The
General Partner subsequently obtained three separate independent appraisals of
the fair market value of the Partnership's interest in "Household Saints."
Sunrise Capital of Bainbridge Island, Washington appraised the Partnership's
interest in the film at $141,495 as of March 15, 1995.  GB Investment
Corporation of New York, New York appraised the Partnership's interest in the
film at $310,856 as of April 10, 1995.  Kagan Media Appraisals Inc. of Carmel,
California appraised the Partnership's interest in the film at $443,000 as of
April 27, 1995.  The average of the three independent appraisals of the fair
market value of the Partnership's interest in "Household Saints" is $298,450.
This amount is significantly less than the Partnership's $1,389,166 investment
in the film (net of amortization) as of March 31, 1995.  Although it is not
obligated to do so, the General Partner has agreed to purchase the
Partnership's interest in "Household Saints" at a purchase price of $1,389,166,
a price sufficient to enable the Partnership to recover its investment in the
film.  The purchase price will be paid $500,000 in cash at closing, $500,000 in
the form of a non-interest bearing promissory note payable in full 12 months
from the closing date and $389,166 in the form of a non-interest bearing 
promissory note payable in full 24 months from the closing date.  Closing of 
this sale is expected in the second calendar quarter of 1995.

         The General Partner has not yet determined how the proceeds from the
sale of "Household Saints" will be use by the Partnership.  It is possible that
the Partnership will use a portion of the sale proceeds to invest in an
additional programming project.  The General Partner has also not yet
determined what portion of the sale proceeds from "Household Saints" will be
distributed to the limited partners.  At a minimum, however, the Partnership
will distribute enough of the sale proceeds to the limited partners to cover
the limited partners' federal income tax liability, if any, resulting from the
sale.

"The Whipping Boy"

         In August 1993, the Partnership acquired the rights to the Newbury
Award-winning book "The Whipping Boy."  The project was co-developed by the
Partnership and The Disney Channel and the completed telefilm was delivered to
The Disney Channel in the second quarter of 1994.  The film premiered in the
North American television market in July 1994.  As of March 31, 1995, the
Partnership had invested approximately $2,661,487 in the film, which included a
$468,000 production and overhead fee payable to the General Partner.  The
Partnership has received approximately $2,100,000 from The Disney Channel for
licensing certain rights to the film to The Disney Channel.

         The Partnership was responsible for approximately one-half of the
$4,400,000 production cost, with the balance of the production budget funded by
Gemini Films and other co-production partners and/or territorial advances from
the film's international distributors.  The amount contributed  to the product
budget by the Partnership was partially reimbursed by the license advances
totaling $2,100,000 received from the Disney Channel.

         Gemini Films will have, in perpetuity, the copyright and all
exploitation rights to the film in German language territories (defined as
Germany, Austria, German-speaking Switzerland and German-speaking Luxembourg).
The film was released theatrically in Germany in the fourth quarter of 1994.
Although these exploitation rights will remain the sole property of Gemini
Films, Gemini Films will account to the Partnership for any revenue therefrom.





                                       10
<PAGE>   11
         The Partnership will own the worldwide copyright, excluding German
language territories, in perpetuity.  Although the Partnership will own all
exploitation rights in all media in North America, which is defined as the
United States, Canada and their respective territories and possessions, the
Partnership will account to Gemini Films for any revenue generated therefrom.

         From the movie's North American revenues, the Partnership will first
be entitled to recover its investment plus interest.  Thereafter, the
Partnership will receive 90 percent of all North American revenues and Gemini
Films will receive 10 percent of such revenues.  With respect to international
revenues from the movie's distribution, after Gemini Films recovers $250,000 of
its investment in the movie's production budget, any funded overages and
interest out of net international revenues, the Partnership will receive 20
percent of net international revenues and Gemini Films will receive 80 percent
of net international revenues.

         The General Partner and Gemini Films have selected Canal Plus
Distribution as the company that will distribute and exploit the movie outside
of North America.  Canal Plus Distribution will earn distribution fees of 15
percent of the film's gross receipts outside of North America, and it will be
reimbursed for its expenses capped at 10 percent of the film's gross receipts
outside of North America (excluding dubbing costs).  Canal Plus Distribution
will be responsible for accounting and remitting to Gemini Films the net
revenues from the film's distribution in all markets and in all media outside
of North America.  Gemini Films will be responsible for forwarding the
Partnership's share of such revenues within 10 days of receipt of such funds
from Canal Plus.

                             RESULTS OF OPERATIONS

         Revenues of the Partnership decreased $79,919, from $81,069 for the
three month period ended March 31, 1994 to $1,150 for the similar period in
1995.  This decrease was the result of decreased sales of the Partnership's
programming during the first three months of 1995.  In the first three months
of 1995, the Partnership recognized revenues of $0 associated with "Household
Saints," $1,150 associated with the "Bible Programs" and $0 associated with
"The Whipping Boy" as compared to revenues of $24,726, $56,343, and $0
recognized for the respective projects in the first three months of 1994.

         Filmed entertainment costs decreased $71,915, from $72,965 for the
three month period ended March 31, 1994 to $1,050 for the similar period in
1995.  This decrease was the result of decreased revenues as mentioned above.
Filmed entertainment costs are amortized over the life of each film in the
ratio that current gross revenues bear to anticipated total gross revenues.

         Distribution fees and expenses decreased $8,546, from $9,121 for the
three month period ended March 31, 1994 to $575 for the similar period in 1995.
This decrease was the result of decreased international sales of "Household
Saints."  Distribution fees and expenses relate to the compensation due and
costs incurred by unaffiliated parties in selling the Partnership's film
productions in the international theatrical, television and home video markets.

         Operating, general and administrative expenses increased $4,158, from
$3,807 for the three month period ended March 31, 1994 to $7,965 for the
similar period in 1995.  This increase was primarily due to an increase in
accounting and tax return preparation costs incurred by the Partnership.

         Interest income increased $1,534, from $669 for the three month period
ended March 31, 1994 to $2,203 for the similar period in 1995.  This increase
in interest income is the result of higher average cash balances invested
during the first three months of 1995 as compared to average balances invested
in the first three months of 1994.





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<PAGE>   12
                          Part II - OTHER INFORMATION

NONE





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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 thereunto duly authorized.

                                 JONES PROGRAMMING PARTNERS 2-A, LTD.
                                 BY:  JONES ENTERTAINMENT GROUP, LTD.
                                      General Partner




                                 By:  /S/ Theodore A. Henderson
                                      ------------------------------------------
                                      Theodore A. Henderson
                                      Principal Financial and Accounting Officer

Dated:  June 12, 1995




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