-----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, MTuGKAsiQx1WytTrqmIPuS7PJvJM5MTOoSED02Kc/roHrVvfLBp+InwaeF+UV2IQ sNNZl6vre+fTPq3gQS88Yw== 0000950134-95-002666.txt : 19951103 0000950134-95-002666.hdr.sgml : 19951103 ACCESSION NUMBER: 0000950134-95-002666 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951020 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951102 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: 95586760 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): October 20, 1995 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 February 22, 1995, Jones Intercable, Inc., a Colorado corporation ("Intercable") entered into a Purchase and Sale Agreement (the "Agreement") with Cable TV Fund 12-B, Ltd., a Colorado limited partnership (the "Partnership"), providing for the sale by the Partnership to Intercable of the Partnership's cable television system serving areas in and around Augusta, Georgia (the "Augusta System"). On October 20, 1995, Intercable assigned to a wholly-owned subsidiary, Jones Cable Holdings, Inc. ("JCH"), all of its right, title and interest as buyer under the Agreement, including but not limited to, the right to purchase the assets of the Augusta System, and JCH assumed and agreed to pay, discharge and perform all of the obligations and duties of Intercable under the Agreement. On October 20, 1995, JCH purchased the Augusta System from the Partnership for $142,618,000, subject to customary closing adjustments as provided by the Agreement. The purchase price for the Augusta System represented the average of three separate, independent appraisals of the Augusta System. Intercable used cash on hand to acquire the Augusta System. The Augusta System has approximately 1,600 miles of cable plant passing approximately 98,300 homes. As of December 31, 1994, the Augusta System had approximately 66,000 basic subscribers and approximately 53,000 subscriptions for units of pay television. The basic penetration rate in the Augusta System is 67%. The Augusta System is adjacent to the North Augusta, South Carolina cable television system owned by Intercable that currently serves approximately 15,475 basic subscribers Item 7. Financial Statements and Exhibits a. Audited Financial Statements of the Augusta System for the years 1992, 1993 and 1994 are incorporated by reference from the Jones Intercable, Inc. Current Report on Form 8-K dated March 10, 1995 (Commission File No. 1-9953). b. Pro Forma Financial Statements of Jones Intercable, Inc. are incorporated by reference from the Jones Intercable, Inc. Current Report on Form 8-K dated March 10, 1995 (Commission File No. 1-9953). 2 3 c. Purchase and Sale Agreement dated February 22, 1995 between Cable TV Fund 12-B, Ltd. and Jones Intercable, Inc. is incorporated by reference from the Jones Intercable, Inc. Current Report on Form 8-K dated March 10, 1995 (Commission File No. 1- 9953). d. Assignment and Assumption Agreement dated as of October 20, 1995 between Jones Intercable, Inc. and Jones Cable Holdings, Inc. 3 4 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: November 1, 1995 By: /s/ Robert S. Zinn ----------------------------- Robert S. Zinn Acting Vice President 4 5 EXHIBIT INDEX 2.1 Assignment and Assumption Agreement dated as of October 20, 1995 between Jones Intercable, Inc. and Jones Cable Holdings, Inc. 5 EX-2.1 2 ASSIGNMENT AND ASSUMPTION AGREEMENT 1 EXHIBIT 2.1 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated as of October 20, 1995, is made and entered into by and between Jones Cable Holdings, Inc., a Colorado corporation ("JCH") and Jones Intercable, Inc., a Colorado corporation ("JIC"). Recitals A. JIC is party to that certain Asset Purchase Agreement dated as of February 22, 1995 as amended by Amendment No. 1 to Purchase and Sale Agreement dated as of July 24, 1995 (as amended, the "Purchase Agreement") with Cable TV Fund 12-B, Ltd. ("Fund 12-B") pursuant to which JIC has agreed to buy, and Fund 12-B has agreed to sell, substantially all of the assets relating to the cable television system owned by Fund 12-B in and around the Cities of Augusta, Blythe and Hephzibah, Georgia and the Counties of Burke, Columbia and Richmond, Georgia (the "System"). B. JIC desires to assign its rights and duties under the Purchase Agreement to JCH, and JCH desires to accept such assignment. C. All capitalized terms used in this Agreement and not otherwise defined shall have the meanings given to them in the Purchase Agreements. Agreements In consideration of the mutual promises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, JIC and JCH hereby agree as follows: 1. Assignment and Assumption. Subject to the terms and conditions of this Agreement, JIC hereby assigns, conveys and transfers to JCH all of its right, title and interest as Buyer under the Purchase Agreement, including but not limited to, the right to purchase the Assets of the System, and JCH hereby assumes and shall pay, discharge and perform all of the obligations and duties of Buyer under the Purchase Agreement. 2 2 Further Assurances. JIC and JCH shall execute and deliver such further instruments as may be reasonably necessary to carry out the terms of this Agreement. 3. Governing Law. The validity, performance and enforcement of this Agreement shall be governed by the internal laws of the State of Colorado, without giving effect to the principles of conflicts of law of such State. The parties have executed this Agreement as of the date first written above. JONES INTERCABLE, INC. By: /s/ Kevin P. Coyle -------------------------------------- Title: Group Vice President/Finance JONES CABLE HOLDINGS, INC. By: /s/ J. Roy Pottle -------------------------------------- Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----