-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pVPhBf9FHUx6i2sbnKTh4aku5txTlBsFU6pkTkiR068jO+P05vxBVFjb/VYvsHiE bA1rP+oGuC2FBlI9ivIohg== 0000950134-95-002158.txt : 19950901 0000950134-95-002158.hdr.sgml : 19950901 ACCESSION NUMBER: 0000950134-95-002158 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950531 FILED AS OF DATE: 19950830 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-09953 FILM NUMBER: 95568876 BUSINESS ADDRESS: STREET 1: PO BOX 3309 STREET 2: 9697 E. MINERAL AVE CITY: ENGLEWOOD STATE: CO ZIP: 80155-3309 BUSINESS PHONE: 3037923111 MAIL ADDRESS: STREET 2: PO BOX 3309 9697 E MINERAL AVE CITY: ENGLEWOOD STATE: CO ZIP: 8155-3309 10-K405/A 1 FORM 10-K AMENDMENT NO. 3 1 FORM 10-K/A NO. 3 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 May 31, 1995 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: 1-9953 JONES INTERCABLE, INC. (Exact name of registrant as specified in its charter) Colorado 84-0613514 (State of Organization) (IRS Employer Identification No.) P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111 (Address of principal executive (Registrant's telephone no. office and Zip Code) including area code) Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value Class A Common Stock, $.01 par value 7.5% Convertible Subordinated Debentures due June 1, 2007 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 --- --- Aggregate market value as of July 14, 1995 of the voting stock held by non-affiliates: Common Stock $33,957,792 Class A Common Stock $116,589,596 Shares outstanding of each of the registrant's classes of common stock as of July 14, 1995: Common Stock: 5,113,021 Class A Common Stock: 26,158,305 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.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. x 2 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT The following table sets forth certain information as of July 14, 1995, regarding ownership of the Company's Common Stock or Class A Common Stock by persons (including any group) known to the Company to be beneficial owners of more than 5% of either class of stock, the individual directors of the Company, each of the executive officers named in the Summary Compensation Table, and the executive officers and directors of the Company as a group. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security which that person has the right to acquire within 60 days.
AMOUNT AND NATURE NAME AND ADDRESS OF OF BENEFICIAL BENEFICIAL OWNER (1) TITLE OF CLASS OWNERSHIP (2) PERCENT OF CLASS -------------------- -------------- ------------- ---------------- Jones International, Ltd. Common Stock 2,403,751(3)(4) 47.01 9697 East Mineral Avenue Englewood, CO 80112 Class A 2,372,568(3)(5) 9.07 Common Stock Glenn R. Jones Common Stock 2,878,151(3)(6) 56.29 9697 East Mineral Avenue Englewood, CO 80112 Class A 2,844,678(3)(7) 10.53 Common Stock Derek H. Burney Class A 350 less than .01 1000 rue de la Common Stock Gauchetiere West Montreal, Quebec, Canada H3B 4Y8 Christopher J. Bowick Common Stock 2,678 .05 9697 East Mineral Avenue Englewood, CO 80112 Class A Common 1,329(8) .01 Stock Kevin P. Coyle Common Stock 345(9) less than .01 9697 East Mineral Avenue Englewood, CO 80112 Class A 1,321(10) .01 Common Stock
91 3 James J. Krejci Class A 5,000 .02 1133 Race Street, 16N Common Stock Denver, CO 80206 Christine Jones Marocco Common Stock 2,749,679(11) 53.78 25 East End Avenue, #14F New York, NY 10288 Class A 107,376(12) .41 Common Stock James B. O'Brien Common 3,588 .07 9697 East Mineral Avenue Englewood, CO 80112 Class A 29,121(13) .11 Common Stock Daniel E. Somers Class A 100 less than .01 1000 rue de la Common Stock Gauchetiere Quest Montreal, Quebec, Canada H3B 4Y8 Raymond L. Vigil Common 180 less than .01 9697 East Mineral Avenue Englewood, CO 80112 Class A 2,344(14) .01 Common Stock Robert S. Zinn Common Stock 2,771,944(15) 54.21 9697 East Mineral Avenue Englewood, CO 80112 Class A 157,290(16) .60 Common Stock David K. Zonker Class A 19,174(17) .07 9697 East Mineral Avenue Common Stock Englewood, CO 80112 All executive officers and directors Common Stock 2,952,630 57.75 as a group (20 persons) Class A 3,105,278(18) 11.77 Common Stock Mutuelles AXA group Class A 1,816,427(19)(24) 6.94 Vie Mutuelle Common Stock 101-100 Terrasse Boieldieu 92042 Paris La Defense France AXA 23, Avenue Matignon 75008 Paris France
92 4 The Equitable Companies Incorporated 787 Seventh Avenue New York, New York 10019 Bell Canada International Common Stock 2,878,151(20) 56.29 BVI III Limited Arawak Chamber Class A 9,914,300(21)(24) 37.90 Road Town Common Stock Tortola, BVI The Capital Group Companies, Inc. and Class A 1,467,000(22)(24) 5.61 Capital Research Common Stock 333 South Hope Street Los Angeles, CA 90071 Neuberger & Berman Class A 2,000,200(23)(24) 7.65 605 Third Avenue Common Stock New York, NY 10158
(1) Directors and executive officers named in the Summary Compensation Table who are not listed in the table do not beneficially own any of the Company's shares. Shares shown as subject to options means that such options are exercisable immediately. (2) Unless otherwise noted, all persons indicated in the table have full voting and investment power with respect to the share ownership described. (3) Glenn R. Jones, Chairman of the Board of Directors and Chief Executive Officer of the Company, owns all of the outstanding shares of Jones International, Ltd. ("International") and is deemed to be the beneficial owner of all shares of the Company owned by International. By virtue of this ownership, Mr. Jones controls approximately 41% of the total votes to be cast by all shareholders of the Company's shares on matters not requiring a class vote, because, with regard to such matters, a share of Common Stock has one vote and a share of Class A Common Stock has 1/10th of a vote. The holders of Class A Common Stock, as a class, are able to elect the greater of 25% or the next highest whole number of the Company's Board of Directors. Thus, holders of the Class A Common Stock, as a class, are presently entitled to elect four Directors. (4) Includes 2,239,416 shares held by the Jones International Grantor Business Trust; 100,400 shares held by Jones Entertainment Group, Ltd.; 35,707 shares held by Jones Space Segment, Inc.; 27,585 shares held by Jones Global Group, Inc.; and 643 shares held by Jones Interdigital, Inc. International may be deemed to be the beneficial owner of all shares of Common Stock owned by Jones Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global Group, Inc. and Jones Interdigital, Inc. (5) Includes 2,148,414 shares held by International; 136,946 shares held by Jones Entertainment Group, Ltd., 48,705 shares held by Jones Space Segment, Inc., 37,626 shares held by Jones Global Group, Inc.; and 877 shares held by Jones Interdigital, Inc. International may be deemed to be the beneficial owner of all shares of Class A Common Stock owned by Jones Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global Group, Inc. and Jones Interdigital, Inc. (6) Includes 474,400 shares held by the Glenn Jones Grantor Business Trust; 2,239,416 shares held by the Jones International Grantor Business Trust; 100,400 shares held by Jones Entertainment Group, Ltd.; 35,707 shares 93 5 held by Jones Space Segment, Inc.; 27,585 shares held by Jones Global Group, Inc.; and 643 shares held by Jones Interdigital, Inc. (7) Includes 262,433 shares owned by Mr. Jones; 209,677 shares held by Mr. Jones pursuant to stock options; 2,148,414 shares held by International; 136,946 shares held by Jones Entertainment Group, Ltd.; 48,705 shares held by Jones Space Segment, Inc.; 37,626 shares held by Jones Global Group, Inc.; and 877 shares held by Jones Interdigital, Inc. (8) Represents shares held by Mr. Bowick pursuant to a stock option. (9) Includes 320 shares held by Mr. Coyle's wife. (10) Includes 1,252 shares held by Mr. Coyle pursuant to a stock option. (11) Includes 8,799 shares held by Mrs. Marocco; 357 shares held by the Joseph Michael Marocco Irrevocable Trust; 26,707 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. (12) Includes 23,891 shares held by Mrs. Marocco; 970 shares held by the Joseph Michael Marocco Irrevocable Trust; 72,515 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. Mrs. Marocco's husband is a principal in a firm that may from time to time invest in the Company's securities. Mrs. Marocco disclaims beneficial ownership of any securities of the Company that said firm purchases or in which Mr. Marocco may therefor have an interest. (13) Includes 9,377 shares held by Mr. O'Brien pursuant to a stock option. (14) Includes 2,344 shares held by Mr. Vigil pursuant to a stock option. (15) Mr. Zinn is a trustee of (i) separate trusts for the benefit of the three children of Glenn R. Jones, which hold in the aggregate 57,893 shares, (ii) the Glenn Jones Grantor Business Trust which holds 474,400 shares and (iii) the Jones International Grantor Business Trust which holds 2,239,416 shares. Mr. Zinn shares voting power of these trusts. Also includes 235 shares held by Mr. Zinn's wife; Mr. Zinn disclaims beneficial ownership of these shares. (16) Mr. Zinn is a trustee of separate trusts for the benefit of the three children of Glenn R. Jones, which hold 157,194 shares. Includes 96 shares held by Mr. Zinn's wife; Mr. Zinn disclaims beneficial ownership of these shares. (17) Includes 16,674 shares held by Mr. Zonker's wife and 2,500 shares held by Mr. Zonker pursuant to a stock option; Mr. Zonker disclaims beneficial ownership of the shares held by his wife. (18) Includes 230,104 shares held by various executive officers and directors pursuant to stock options. (19) The Mutuelles AXA group includes AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Alpha Assurances I.A.R.D. Mutuelle, Alpha Assurances Vie Mutuelle and Uni Europe Assurance Mutuelle. The Mutuelles AXA group, AXA and The Equitable Companies Incorporated have sole voting power over 1,589,427 shares, sole dispositive power over 1,815,927 shares and shared dispositive power over 500 shares. (20) Bell Canada International Inc. ("BCI"), the sole shareholder of Bell Canada International BVI III Limited, may be deemed to have beneficial ownership of the 2,878,151 shares of Common Stock covered by Option Agreements dated December 20, 1994 among Morgan Guaranty Trust Company of New York, acting as agent for BCI, and the Glenn Jones Grantor Business Trust, the Jones International Grantor Business Trust, Jones Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global Group, Inc. and Jones Interdigital, Inc. 94 6 (21) Bell Canada International BVI III Limited is a wholly-owned subsidiary of Bell Canada International Inc., 1000 de la Gauchetiere Street West, Suite 1100, Montreal, Quebec, Canada H3B 4Y8. (22) Capital Guardian Trust Company and Capital Research and Management Company, operating subsidiaries of The Capital Group Companies, Inc., exercised as of December 31, 1994, investment discretion with respect to 487,000 and 980,000 shares, respectively, which was owned by various institutional investors. (23) Neuberger & Berman has sole voting power over 616,700 shares, shared voting power over 928,400 shares and shared dispositive power over 2,000,200 shares. (24) This information is based upon filings made by the shareholders with the Securities and Exchange Commission, copies of which were provided to the Company. 95 7 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. JONES INTERCABLE, INC. By: /s/ Robert S. Zinn --------------------------------- Robert S. Zinn Acting Vice President Dated: August 30, 1995 110 -----END PRIVACY-ENHANCED MESSAGE-----