-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AppW6C+bPup0Cw5Ritw8Lxmg/C++YoBQVDGPnQlCzrNRM2dt45i6KbLE8PZhdS9V ky8p/sBJUj0V7clvpIByRw== 0000927356-98-000681.txt : 19980504 0000927356-98-000681.hdr.sgml : 19980504 ACCESSION NUMBER: 0000927356-98-000681 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980501 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JONES INTERCABLE INC CENTRAL INDEX KEY: 0000275605 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 840613514 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33552 FILM NUMBER: 98608651 BUSINESS ADDRESS: STREET 1: 9697 EAST MINERAL AVENUE CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037923111 MAIL ADDRESS: STREET 1: 9697 EAST MINERAL AVENUE CITY: ENGLEWOOD STATE: CO ZIP: 80112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JONES GLENN R ET AL CENTRAL INDEX KEY: 0000927870 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9697 E MINERAL AVE CITY: ENGLEWOOD STATE: CO ZIP: 80122 BUSINESS PHONE: 3037923111 MAIL ADDRESS: STREET 1: 9697 E MINERAL AVENUE CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13D/A 1 SCHEDULE 13D - AMENDMENT # 1 OMB APPROVAL --------------------------- UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994 Washington, D.C. 20549 Estimated average burden hours per form . . . .14.90 --------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 ) --------- JONES INTERCABLE, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value and Class A Common Stock, $.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 480206101 480206200 - -------------------------------------------------------------------------------- (CUSIP Numbers) Elizabeth M. Steele 9697 E. Mineral Avenue, Englewood, Colorado 80112 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 20, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13D-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). SCHEDULE 13D (COMMON STOCK) PAGE 2 OF 22 PAGES CUSIP NO. 480206101 ------- ------ ---------------- 1 NAME OF REPORTING PERSON S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenn R. Jones. Social Security No. ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,916,151 EACH REPORTING ------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,916,151 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,916,151 (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- SCHEDULE 13D (CLASS A COMMON STOCK) PAGE 3 OF 22 PAGES CUSIP NO. 480206200 ------- ------ ------------------------- 1 NAME OF REPORTING PERSON S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glenn R. Jones. Social Security No. ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 828,006 SHARES BENEFICIALLY -------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,633,944 REPORTING PERSON -------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 828,006 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,633,944 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,461,950 (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- SCHEDULE 13D (CLASS A COMMON STOCK) PAGE 4 OF 22 PAGES CUSIP NO. 480206101 ------- ------ --------------- 1 NAME OF REPORTING PERSON S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jones International, Ltd. I.R.S. Identification No. 84-0595284 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jones International, Ltd., a Colorado corporation. Principal business and address: A holding company; 9697 E. Mineral Avenue, Englewood, Colorado 80112. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,916,151 EACH REPORTING -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,916,151 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,916,151 (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 57.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- SCHEDULE 13D (CLASS A COMMON STOCK) PAGE 4 OF 22 PAGES CUSIP NO. 480206200 ------- ------ -------------- 1 NAME OF REPORTING PERSON S.S. OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jones International, Ltd. I.R.S. Identification No. 84-0595284 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jones International, Ltd., a Colorado corporation. Principal business and address: A holding company; 9697 E. Mineral Avenue, Englewood, Colorado 80112. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES ---------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,633,944 EACH REPORTING ---------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,633,944 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,633,944 (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER ------------------- The classes of equity securities to which this statement relates are (i) the Common Stock, $.01 par value per share, of Jones Intercable, Inc., a Colorado corporation (the "Company"), and (ii) the Class A Common Stock, $.01 par value per share, of the Company. The address of the Company's principal executive offices is 9697 E. Mineral Avenue, Englewood, Colorado 80112. ITEM 2. IDENTITY AND BACKGROUND: ----------------------- The names of the persons filing this statement are: 1. Glenn R. Jones*, an individual residing in the State of Colorado. 2. Jones International, Ltd., a Colorado corporation ("International"). Mr. Jones is the Chairman of the Board of Directors and Chief Executive Officer of International and owns all of the outstanding shares of International. The principal business of International is acting as a holding company. 3. Jones Entertainment Group, Ltd., a Colorado corporation ("JEG"), is 80% owned by Jones 21st Century, Inc. (f/k/a Jones Digital Century, Inc.), a Colorado corporation, and 20% owned by BCI (U.S. Cable) Limited (f/k/a Bell Canada International BVI III Limited), a British Virgin Islands company. Jones 21st Century, Inc. is 95% owned by International and 5% owned by a member of Mr. Jones' family. The principal business of JEG is the production of entertainment programming. 4. Jones Space Segment, Inc., a Colorado corporation ("JSS"), is 81% owned by International and 19% by Mr. Jones. The principal business of JSS is leasing satellite space on a communications satellite. 5. Jones Global Group, Inc., a Colorado corporation ("JGG"), is 80% owned by International and 20% by the Company. The principal business of JGG is acting as a holding company. ______________ *Through Mr. Jones' direct and indirect ownership of International and the Company, Mr. Jones may be deemed to be the beneficial owner of all the Common Stock and Class A Common Stock held by each of the Jones Entities (as defined on the following page). 6 6. Jones Interdigital, Inc., a Colorado corporation ("Interdigital"), is wholly owned by International. The principal business of Interdigital is leasing equipment for the various Jones companies. The foregoing persons (Nos. 1 through 6 above) are hereinafter collectively referred to as the "Jones Entities". The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of each of the Jones Entities are set forth on Schedules A through E attached hereto. The address of the principal business office for each of the Jones Entities is 9697 E. Mineral Avenue, Englewood, Colorado 80112. During the last five years, none of the Jones Entities, nor any other person controlling any of the Jones Entities, nor, to the best of the Jones Entities knowledge, any of the persons listed on Schedules A through E attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- N/A ITEM 4. PURPOSE OF TRANSACTION ---------------------- N/A ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ The Jones Entities believe that as of April 20, 1998, there were outstanding 5,113,021 shares of Common Stock and 35,643,472 shares of Class A Common Stock. 7 (a) Amount Beneficially Owned: ------------------------- (i) Common Stock: ------------
Number of Number of shares of Shares of Common Stock Common Stock Percent owned owned ------- Name Directly Indirectly of Ownership ---- ------------ ------------ ------------ Glenn R. Jones/(1)/ 0 2,916,151/(2)/ 57.0% International/(1)/ 0 2,916,151/(2)/ 57.0% BTH/(3)/ 0 2,878,151 56.3%
(1) For purposes of Rule 13d-3, Mr. Jones may be deemed to have beneficial ownership of the shares of Common Stock owned by International, JEG, JSS, JGG and Interdigital. Also for purposes of Rule 13d-3, International may be deemed to have beneficial ownership of the shares of Common Stock owned by JEG, JSS, JGG and Interdigital. All of the shares of Common Stock held by Mr. Jones are owned of record by a trust. See Item 6 below. (2) Includes 474,400 shares held by Mr. Jones, 2,277,416 shares held by International, 100,400 shares held by JEG, 35,707 shares held by JSS, 27,585 shares held by JGG and 643 shares held by Interdigital. All of the shares of Common Stock held by International are owned of record by a trust. See Item 6 below. (3) For purposes of Rule 13d-3(d)(1)(i), the Jones Entities are informed that BCI Telecom Holding Inc., a corporation incorporated under the Canada Business Corporations Act ("BTH"), may be deemed to have beneficial ownership of the 2,878,151 shares of Common Stock covered by the Option Agreements (as defined in Item 6). By virtue of BTH being an indirect wholly-owned subsidiary of BCE Inc., a corporation incorporated under the Canada Business Corporations Act ("BCE"), the Jones Entities are informed that BCE may be deemed to beneficially own the 30% equity interest in the Company which is beneficially owned by BTH, and the 2,878,151 shares of Common Stock covered by the Option Agreements. 8 Because of the existence of that certain Shareholders Agreement dated December 20, 1994, between Mr. Jones, International, BTH and the Company (the "Shareholders Agreement"), Mr. Jones and International may be deemed, pursuant to Rule 13d-(5)(b)(1), to be members of a "group" with BTH. Mr. Jones and International, however, disclaim that they are members of a "group" with BTH. See also, Footnote 4 below. The beneficial ownership of the Common Stock of the Company by each director and executive officer of the Jones Entities are set forth on Schedule F attached hereto. (ii) Class A Common Stock: ---------------------
Number of shares of Number of Class A Shares of Common Class A Stock Common Percent owned Stock owned ------- Name Directly Indirectly of Ownership ---- --------- ----------- ------------ Glenn R. Jones/(1)/ 828,006/(2)/ 1,633,944/(3)/ 7.0% International 1,633,944 --- 4.6% BTH --- 12,782,500/(4)/ 35.9%
(1) For purposes of Rule 13d-3, Mr. Jones may be deemed to have beneficial ownership of the shares of Class A Common Stock owned by International. (2) Includes Mr. Jones' vested options to purchase 601,113 shares. (3) Represents shares held of record by International. (4) Under Rule 13d(5)(b)(1) the group is deemed to have acquired beneficial ownership of all of the equity securities of the Company beneficially owned by the other members of the group. However, Mr. Jones and International disclaim beneficial ownership of any shares of Common Stock or Class A Common Stock through any beneficial ownership by BTH. Information contained herein relating to BTH is provided to the best of the Jones Entities' knowledge. 9 The beneficial ownership of the Class A Common Stock of the Company by each director and executive officer of the Jones Entities are set forth on Schedule G attached hereto. (b) (i) Voting Power and Disposition Power of the Common Stock: ------------------------------------------------------
Sole Power to Shared Power Sole Power to Shared Power Vote or to to Vote or to Dispose or to to Dispose or Name of Direct the Direct the Direct the to Direct the Entity Vote Vote Disposition Disposition - ------- ------------- ------------- ------------- ------------- Glenn R. Jones 0 2,916,151 0 2,916,151 International 0 2,916,151 0 2,916,151 BTH 0 0 0 2,878,151
(ii) Voting Power and Disposition Power of the Class A Common Stock: --------------------------------------------------------------
Sole Power to Shared Power Sole Power to Shared Power Vote or to to Vote or to Dispose or to to Dispose or Name of Direct the Direct the Direct the to Direct the Entity Vote Vote Disposition Disposition - ------- ------------- ------------- ------------- ------------- Glenn R. Jones 828,006 1,633,944 828,006 1,633,944 International 0 1,633,944 0 1,633,944
10 (c) The following transactions in the Common Stock and Class A Common Stock have been effected during the last 60 days as follows:
Number of Shares of Number of Class A Shares of Common Class A Date of Sale Stock Sold or Common Jones Entity or Gift Gifted Stock Gifted Price Per Share ------------ ------------ ------------- ------------ --------------- International 04/14/98 50,000 --- $ 17.375 International 04/15/98 150,000 --- $17.625-$ 17.75 International 04/20/98 350,000 --- $ 17.125 International 04/29/98 --- 21,692 ---
All of the above sales of Class A Common Stock were sold pursuant to the Company's Registration Statement on Form S-3 (Registration Statement No. 333-40147). Except as stated above, no transactions in the Common Stock or the Class A Common Stock have been effected during the last 60 days by any other person controlling the Jones Entities, or to the best of the Jones Entities' knowledge, any of the persons named in Item 2 hereof. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS -------------------------------------------------------- WITH RESPECT TO SECURITIES OF THE ISSUER ---------------------------------------- a. On December 20, 1994, the Company entered into the Shareholders Agreement. b. On December 20, 1994, BTH, through its agent, Morgan Guaranty Trust Company ("MGT"), entered into Option Agreements with each 11 of the following entities: (i) Glenn Jones Grantor Business Trust ("GJ Trust"); (ii) Jones International Grantor Business Trust ("JI Trust"); (iii) JEG; (iv) JSS; (v) JGG; and (vi) Interdigital. The number of shares of Common Stock covered by each Option Agreement is as follows: GRANTOR NUMBER OF SHARES ------- ---------------- GJ Trust 474,400 JI Trust 2,239,416 JEG 100,400 JSS 35,707 JGG 27,585 Interdigital 643 The form of Shareholders Agreement is Exhibit 1. The Option Agreement between MGT and JI Trust is Exhibit 2. All of the other Option Agreements are substantially similar except for the number of shares of Common Stock covered thereby, which is described above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Exhibit 1: Form of Shareholders Agreement dated as of December 20, 1994, between Mr. Jones, International, BTH and the Company. (1) Exhibit 2: Option Agreement dated as of December 20, 1994, between MGT and JI Trust. (2) ______________ (1) Incorporated by reference from the Company's Current Report on Form 8-K, electronically filed on June 6, 1994, and identified as Exhibit C to the Stock Purchase Agreement filed as an Exhibit to such Form 8-K. (2) Incorporated by reference from the Reporting Persons original Schedule 13D, electronically filed on December 30, 1994, and identified as Exhibit 4 to said Schedule 13D. SIGNATURES ---------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: May 1, 1998 /s/ Glenn R. Jones ________________________ Glenn R. Jones JONES INTERNATIONAL, LTD. /s/ Glenn R. Jones By: ____________________ Glenn R. Jones President 13 SCHEDULE A ---------- DIRECTORS AND EXECUTIVE OFFICERS OF JONES INTERNATIONAL, LTD. The name and title(s) of each of the directors and executive officers of Jones International, Ltd. are set forth below. Unless otherwise indicated below, the principal address, present principal occupation and citizenship of each of the directors and executive officers are 9697 E. Mineral Avenue, Englewood, CO 80112, cable television executive and USA, respectively. Name Title(s) ---- -------- Glenn R. Jones Chairman of the Board, Chief Executive Officer and President Steven W. Gampp Group Vice President/Finance, Treasurer Financial Executive and Chief Financial Officer Elizabeth M. Steele Secretary Keith Thompson Controller Christine Jones Marocco Director Homemaker 25 East End Avenue Apartment 14F New York, NY 10028 John C. Amman Director Retired 5175 Bowmar Drive Littleton, CO 80123 SCHEDULE B ---------- DIRECTORS AND EXECUTIVE OFFICERS OF JONES ENTERTAINMENT GROUP, LTD. The name and title(s) of each of the directors and executive officers of Jones Entertainment Group, Ltd. are set forth below. Unless otherwise indicated below, the principal address, present principal occupation and citizenship of each of the directors and executive officers are 9697 E. Mineral Avenue, Englewood, CO 80112, cable television executive and USA, respectively. Name Title(s) ---- -------- Glenn R. Jones Chairman of the Board, Chief Executive Officer and President Steven W. Gampp Vice President/Finance and Treasurer Financial Executive Elizabeth M. Steele Secretary Keith D. Thompson Chief Accounting Officer Wilfred N. Cooper, Sr. Director Investor 3158 Redhill Avenue Suite 120 Costa Mesa, CA 92626 David K. Zonker Director Financial Executive J. Rodney Dyer Graphic Design 8360 Melrose Avenue Los Angeles, CA 90069 Director Robert Kearney Director Retired Executive Canada Citizenship Robinwood 324 Lakeside Knowlton, Quebec, Canada JOE 1V0 SCHEDULE C ---------- DIRECTORS AND EXECUTIVE OFFICERS OF JONES SPACE SEGMENT, INC. The name and title(s) of each of the directors and executive officers of Jones Space Segment, Inc. are set forth below. Unless otherwise indicated below, the principal address, present principal occupation and citizenship of each of the directors and executive officers are 9697 E. Mineral Avenue, Englewood, CO 80112, cable television executive and USA, respectively. Name Title(s) ---- -------- Glenn R. Jones President and Director Elizabeth M. Steele Vice President and Secretary Jay B. Lewis Treasurer Media Company Executive Gregory J. Liptak Director Media Company Executive SCHEDULE D ---------- DIRECTORS AND EXECUTIVE OFFICERS OF JONES GLOBAL GROUP, INC. The name and title(s) of each of the directors and executive officers of Jones Global Group, Inc. are set forth below. Unless otherwise indicated below, the principal address, present principal occupation and citizenship of each of the directors and executive officers are 9697 E. Mineral Avenue, Englewood, CO 80112, cable television executive and USA, respectively. Name Title(s) ---- -------- Glenn R. Jones Chairman of the Board, Chief Executive Officer and President Elizabeth M. Steele Vice President/General Counsel and Secretary Steven W. Gampp Vice President/Finance and Treasurer Financial Executive Alan Bates Director Management Consultant Great Britain Citizenship Barnfield, Fair Mile Henley-on-Thames Oxon RG9 2JY England Robert Tynan Director Management Consultant 10600 E. Exposition Avenue Building B, Suite 200 Aurora, CO 80012 SCHEDULE E ---------- DIRECTORS AND EXECUTIVE OFFICERS OF JONES INTERDIGITAL, INC. The name and title(s) of each of the directors and executive officers of Jones Interdigital, Inc. are set forth below. Unless otherwise indicated below, the principal address, present principal occupation and citizenship of each of the directors and executive officers are 9697 E. Mineral Avenue, Englewood, CO 80112, cable television executive and USA, respectively. Name Title(s) ---- -------- Glenn R. Jones Chief Executive Officer, President and Director Elizabeth M. Steele Vice President and Secretary Steven W. Gampp Treasurer Financial Executive Timothy J. Burke Director Financial Executive SCHEDULE F ---------- BENEFICIAL OWNERSHIP OF THE COMMON STOCK Set forth below are the directors and executive officers of the Jones Entities who beneficially own shares of Common Stock at April 20, 1998. Number of Shares ---------------- Name of Common Stock ---- --------------- Timothy J. Burke 533 Christine Jones Marocco 2,742,537/(1)/ ___________ (1) Includes 12,370 shares held by Mrs. Marocco; 357 shares held by the Joseph Michael Marocco Irrevocable Trust; 15,994 shares held by the Christine Jones Marocco Irrevocable Trust; 2,239,416 shares held by the Jones International Grantor Business Trust in which Mrs. Marocco has shared voting power; and 474,400 shares held by the Glenn Jones Grantor Business Trust in which Mrs. Marocco has shared voting power. The foregoing shares are not included in the Jones Entities' ownership because the foregoing individual has the sole power to vote and dispose of his shares shown above. SCHEDULE G ---------- BENEFICIAL OWNERSHIP OF THE CLASS A COMMON STOCK Set forth below are the directors and executive officers of the Jones Entities who beneficially own shares of Class A Common Stock at April 20, 1998. Number of Shares ---------------- Name of Class A Common Stock ---- ----------------------- Timothy J. Burke 13,587/(1)/ Steven W. Gampp 500 Jay B. Lewis 1,500/(2)/ Gregory J. Liptak 3,820/(3)/ Christine Jones Marocco 97,248/(4)/ David K. Zonker 18,720/(5)/ ___________ (1) Includes 13,391 shares pursuant to vested stock options. (2) Represents shares pursuant to a vested stock option. (3) Represents shares pursuant to a vested stock option. (4) Includes 64,113 shares held by Mrs. Marocco; 970 shares held by the Joseph Michael Marocco Irrevocable Trust; 22,165 shares held by the Christine Jones Marocco Irrevocable Trust; and 10,000 shares held by Mrs. Marocco's husband. Mrs. Marocco disclaims beneficial ownership of the shares held by her husband. (5) Includes 18,546 shares pursuant to vested stock options. The foregoing shares are not included in International's or Mr. Jones' ownership because each of the foregoing individuals has the sole power to vote and dispose of his or her respective shares shown above. EXHIBIT INDEX ------------- No. Exhibit Page - --- ------- ---- Exhibit 1 Form of Shareholders Agreement dated as of December 20, 1994, between Mr. Jones, International, BTH and the Company. (1) Exhibit 2 Option Agreement dated as of December 20, 1994, between MGT and JI Trust. (2) ____________ (1) Incorporated by reference from the Company's Current Report on Form 8-K, electronically filed on June 6, 1994, and identified as Exhibit C to the Stock Purchase Agreement filed as an Exhibit to such Form 8-K. (2) Incorporated by reference from the Reporting Persons original Schedule 13D, electronically filed on December 30, 1994, and identified as Exhibit 4 to said Schedule 13D. -----END PRIVACY-ENHANCED MESSAGE-----