-----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, CBkmy6aW+e/bl2YDUb0YpkIhMyjPew58RajPRiOzqFAjBCOfDc0xUlb3zPkkj5WW Dp0chyFPqXBd6NfMD84r9w== 0000950134-96-001467.txt : 19960424 0000950134-96-001467.hdr.sgml : 19960424 ACCESSION NUMBER: 0000950134-96-001467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960411 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960423 SROS: NASD FILER: 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: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09953 FILM NUMBER: 96549601 BUSINESS ADDRESS: STREET 1: 9697 EAST MINERAL AVE CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037923111 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 1996 JONES INTERCABLE, INC. ---------------------- (Exact name of registrant as specified in its charter) Colorado 1-9953 84-0613514 -------- ------ ---------- (State of Organization) (Commission File No.) (IRS Employer Identification No.) P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111 --------------------------------------------- -------------- (Address of principal executive office and Zip Code (Registrant's telephone no. including area code) 2 Item 2. Acquisition of Assets On April 11, 1996, Jones Cable Holdings, Inc. ("JCH"), a wholly owned subsidiary of Jones Intercable, Inc. ("Intercable"), acquired the following cable television systems from limited partnerships managed by Intercable: (i) the cable television system operating in and around Lodi, Ohio (the "Lodi System") for a purchase price of $25,706,000, subject to normal closing adjustments; (ii) the cable television system operating in and around Ripon, Wisconsin (the "Ripon System") for a purchase price of $3,712,667, subject to normal closing adjustments; and (iii) the cable television system operating in and around Lake Geneva, Wisconsin (the "Lake Geneva System") for a purchase price of $6,345,667, subject to normal closing adjustments. The purchase prices were determined by averaging three separate independent appraisals of each of the cable television systems acquired. Exchange of Assets On April 12, 1996, JCH conveyed the Lodi System, the Ripon System and the Lake Geneva System, together with the cable television systems operating in and around Hilo, Hawaii (the "Hilo System") and Kenosha, Wisconsin (the "Kenosha System") (both of which have been owned by Intercable and were recently transferred to JCH), plus cash in the amount of $11,735,666 to Time Warner Entertainment Company, L.P. ("Time Warner"), an unaffiliated cable television operator. In exchange, Time Warner conveyed to JCH the cable television systems operating in and around Savannah, Georgia (the "Savannah System"). Taking into account the aggregate purchase price paid by JCH for the Lodi System, the Lake Geneva System and the Ripon System, Intercable's estimated valuation of the Hilo System and the Kenosha System, and the $11,735,666 cash consideration paid by JCH to Time Warner, the aggregate consideration paid by Intercable to Time Warner for the Savannah System was approximately $119,195,000, subject to normal closing adjustments. The Savannah System passes approximately 100,000 homes and serves approximately 63,000 subscribers. Jones Financial Group, Ltd. ("Financial Group"), an affiliate of Intercable, was paid a fee of $1,286,332 in connection with these transactions. The fee paid to Financial Group was based upon 90% of the estimated commercial rate charged by unaffiliated brokers. 2 3 Manitowoc System Although it previously was announced that JCH intended to acquire from Cable TV Joint Fund 11, a general partnership comprised of four limited partnerships managed by Intercable, the cable television system serving the City of Manitowoc, Wisconsin (the "Manitowoc System") and then transfer the Manitowoc System to Time Warner as part of the above-described exchange, JCH and Time Warner agreed to exclude the Manitowoc System from that exchange. JCH is still obligated to purchase the Manitowoc System, subject to a number of closing conditions that have not yet been satisfied, including the approval of the transaction by the holders of a majority of the limited partnership interests of each of the four constituent partnerships of Cable TV Joint Fund 11 and the approval of the City of Manitowoc to the transfer of the Manitowoc System's franchise. Intercable intends to conduct the votes of the limited partners of the four constituent partnerships of Cable TV Joint Fund 11 only after the City of Manitowoc consents to the transfer of the franchise. Although Intercable is engaged in ongoing negotiations with the City of Manitowoc with respect to the renewal and transfer of the Manitowoc franchise, there can be no assurance that the City of Manitowoc will consent to the transfer of the franchise to JCH. If all conditions precedent to JCH's obligation to close are not eventually satisfied or waived, JCH's obligation to purchase the Manitowoc System will terminate on September 30, 1996. 3 4 Item 7. Financial Statements and Exhibits a. Financial statements of businesses acquired. Audited financial statements of the Savannah System are not presently available and will be filed by amendment to this Form 8-K as soon as practicable and no later than June 15, 1996. b. Pro forma financial information. Pro forma financial statements of Jones Intercable, Inc. reflecting the acquisition of the Savannah System and the disposition of the Kenosha System and the Hilo System are not presently available and will be filed by amendment to this Form 8-K as soon as practicable and no later than June 15, 1996. c. Exhibits. 2.1. Asset Purchase Agreement dated September 5, 1995, between Jones Spacelink Income Partners 87-1, L.P. and Jones Intercable, Inc. relating to the Lodi System is incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for the transition period ended December 31, 1995 (Exhibit No. 2.14, Commission File No. 1- 9953). 2.2. Asset Purchase Agreement dated September 5, 1995, between Jones Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc. relating to the Ripon System is incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for the transition period ended December 31, 1995 (Exhibit No. 2.15, Commission File No. 1- 9953). 2.3. Asset Purchase Agreement dated September 5, 1995, between Jones Spacelink Income/Growth Fund 1-A, Ltd. and Jones Intercable, Inc. relating to the Lake Geneva System is incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for the transition period ended December 31, 1995 (Exhibit No. 2.16, Commission File No. 1- 9953). 2.4. Asset Exchange Agreement dated September 1, 1995, between Jones Intercable, Inc. and Time Warner Entertainment Company, L.P. is incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for the transition period ended December 31, 1995 (Exhibit No. 2.17, Commission File No. 1- 9953). 4 5 2.5. Assignment and Assumption Agreement dated as of September 15, 1995 between Jones Intercable, Inc. and Jones Cable Holdings, Inc. is incorporated by reference from the Annual Report on Form 10-K of Jones Intercable, Inc. for the transition period ended December 31, 1995 (Exhibit No. 2.18, Commission File No. 1- 9953). 2.6. Letter amendment dated April 3, 1996 to the Asset Exchange Agreement dated September 1, 1995, between Jones Intercable, Inc. and Time Warner Entertainment Company, L.P. 5 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JONES INTERCABLE, INC., a Colorado corporation Dated: April 23 1996 By: /s/ Elizabeth M. Steele ----------------------------- Elizabeth M. Steele Vice President and Secretary 6 7 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 2.6 Letter amendment dated April 3, 1996 to the Asset Exchange Agreement dated September 1, 1995, between Jones Intercable, Inc. and Time Warner Entertainment Company, L.P.
EX-2.6 2 LETTER AMENDMENT DATED 4/3/96 1 EXHIBIT 2.6 April 3, 1996 VIA HAND DELIVERY JONES CABLE HOLDINGS, INC. c/o Jones Intercable, Inc. 9697 E. Mineral Avenue Englewood, CO 80155 Attn: Mr. Robert W. Hampton RE: ASSET EXCHANGE AGREEMENT DATED SEPTEMBER 1, 1995 (AS AMENDED FROM TIME TO TIME, THE "EXCHANGE AGREEMENT") BETWEEN JONES INTERCABLE, INC., AS ASSIGNED TO JONES CABLE HOLDINGS, INC. ("JCH"), AND TIME WARNER ENTERTAINMENT COMPANY, L.P. "TWE") Dear Bob: This letter shall amend the terms and conditions of the Exchange Agreement to the extent set forth below. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Exchange Agreement. Notwithstanding any term or condition to the contrary contained in the Exchange Agreement, JCH and TWE agree as follows: 1. The Jones Systems shall not include the cable television system serving Manitowoc, Wisconsin (the "Manitowoc System"), and all references to the Manitowoc System are hereby deleted from the Exchange Agreement and the exhibits and schedules thereto. 2. Without limiting the generality of the foregoing, Section 1.4.1 of the Exchange Agreement is hereby amended by deleting the reference to "Manitowoc $19.86" and Section 2.8.4 is hereby amended by deleting part (ii)(A) in its entirety and deleting part (ii)(u) in its entirety. 2 Jones Cable Holdings, Inc. April 3, 1996 Page 2 3. Section 2.5 of the Exchange Agreement is hereby deleted in its entirety and replaced with the following: 2.5 Cash Purchase Price. Jones will pay to TWE, by wire transfer of immediately available funds, to such account or accounts as are designated in writing by TWE to Jones, the sum of $11,735,666 (the "Cash Purchase Price"), reflecting the agreed-upon difference in fair market value between the Jones Assets and the TWE Assets. 4. Section 6.1.9 of the Exchange Agreement is hereby deleted in its entirety and replaced with the following: 6.1.9 Minimum Equivalent Billing Units. The number of Equivalent Billing Units served by the Jones Systems shall not be less than 62,210 as of the Closing Date. The Exchange Agreement shall continue in full force and effect as written except as amended herein. To the extent that any terms or provisions of the Exchange Agreement are inconsistent with the amendments set forth herein, such terms and provisions shall be deemed superseded hereby. This letter may be executed in multiple counterparts all of which together shall be deemed one and the same instrument. 3 Jones Cable Holdings, Inc. April 3, 1996 Page 3 Please indicate your agreement to the foregoing by executing below and by returning a signed copy to the undersigned. Sincerely yours, TIME WARNER ENTERTAINMENT COMPANY, L.P., A DELAWARE LIMITED PARTNERSHIP By: American Television and Communications, its general partner By: /s/ David E. O'Hayre ------------------------------------------------ Name: ---------------------------------------------- Title: --------------------------------------------- The foregoing is hereby agreed to and accepted as of April 3, 1996. JONES CABLE HOLDINGS, INC. By: /s/ James B. O'Brien ------------------------------------------------ Name: James B. O'Brien ---------------------------------------------- Title: President --------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----