SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934
and Rule 13e-3 thereunder)
Cable TV Fund 11-D, Ltd.
------------------------
(Name of the Issuer)
Jones Intercable, Inc. (File No. 0-8947)
and
Cable TV Fund 11-D, Ltd. (File No. 0-13171)
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(Name of Person(s) Filing Statement)
Limited Partnership Interests
-----------------------------
(Title of Class of Securities)
Elizabeth M. Steele, Esq.
Vice President and General Counsel
Jones Intercable, Inc.
9697 E. Mineral Avenue
Englewood, Colorado 80112
(303) 784-8400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. X The filing of solicitation materials or an information statement
_____ subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. _____ The filing of a registration statement under the Securities Act of
1933.
c. _____ A tender offer.
d. _____ None of the above.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: X
_____
Calculation of Filing Fee
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$7,577,497 $1,516.
X Check box if any part of the fee is offset as provided by Rule 0-
_____ 11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,516.
Form or Registration No.: Schedule 14A
Filing Party: Cable TV Fund 11-D, Ltd.
Commission File No. 0-13171
Date Filed: January 24, 1997
*Pursuant to Rule 0-11(c)(2), the transaction valuation is based upon Cable TV
Fund 11-D, Ltd.'s 47 percent interest in the $16,122,333 sales price that is to
be paid to Cable TV Joint Fund 11 by Jones Intercable, Inc. in connection with
the transaction that is the subject of the proxy solicitation.
INTRODUCTION
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This Amendment No. 1 to Rule 13e-3 Transaction Statement is being filed
jointly by Cable TV Fund 11-D, Ltd., a Colorado limited partnership, and by
Jones Intercable, Inc., a Colorado corporation that is the general partner of
Cable TV Fund 11-D, Ltd., in connection with the sale of assets of Cable TV
Joint Fund 11 to Jones Intercable, Inc. upon the terms and subject to the
conditions of a Purchase and Sale Agreement by and between Cable TV Joint Fund
11 and Jones Intercable, Inc. The sale may be a transaction subject to Rule 13e-
3 because it will result in the sale of the assets of Cable TV Joint Fund 11 to
Jones Intercable, Inc.
The transaction also involves a vote of the limited partners of Cable TV
Fund 11-D, Ltd., which is subject to Regulation 14A of the Securities Exchange
Act of 1934, and the information contained in the revised preliminary proxy
statement filed pursuant thereto is incorporated by reference in answer to the
items of this Amendment No. 1 to Rule 13e-3 Transaction Statement. Attached as
an exhibit to this Amendment No. 1 to Rule 13e-3 Transaction Statement are the
revised preliminary proxy solicitation materials that have been filed
simultaneously herewith. The cross-reference sheet that follows shows the
location in the revised preliminary proxy statement of the information
incorporated by reference in response to the items of this Amendment No. 1 to
Rule 13e-3 Transaction Statement, as permitted by General Instruction F to
Schedule 13E-3.
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CROSS-REFERENCE SHEET
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(Pursuant to General Instruction F to Schedule 13E-3)
Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------ ---------------
1. Issuer and Class of
Security Subject to
the Transaction.
(a)................... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.; Certain Information About the
Partnership and the General Partner.
(b)-(c)............... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.
(d)................... Special Factors, Prior Acquisitions and Sales.
(e)................... [Not applicable.]
(f)................... [Not applicable.]
2. Identity and Background.
(a)-(d), (g).......... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.; Certain Information About the
Partnership and the General Partner; Schedule 1.
(e)-(f)............... [The answers to these items are in the negative;
pursuant to the Instruction following Item 2(f),
negative answers to Items 2(e) and 2(f) have not
been furnished to limited partners in the proxy
statement.]
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Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------ ---------------
3. Past Contracts,
Transactions or
Negotiations.
(a)(1)................ Certain Related Party Transactions.
(a)(2)................ [None.]
(b)................... [None.]
4. Terms of the
Transaction.
(a)................... Proposed Sale of Assets.
(b)................... [Not applicable.]
5. Plans or Proposals of
the Issuer or
Affiliate.
(a)................... Vote of the Limited Partners of Cable TV Fund 11-D,
Ltd.; Certain Information About the Partnership and
the General Partner.
(b)-(e)............... [Not applicable.]
(f)-(g)............... Vote of the Limited Partners of Cable TV Fund 11-D,
Ltd.; Certain Information About the Partnership and
the General Partner.
6. Source and Amounts of
Funds or Other
Consideration.
(a)................... Proposed Sale of Assets, The Purchase and Sale
Agreement; Proposed Sale of Assets, Purchase Price.
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Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
(b) Special Factors, The Appraisals; Special Factors,
Costs of the Transaction.
(c) [Not applicable.]
(d) [Not applicable.]
7. Purpose(s),
Alternatives,
Reasons and Effects.
(a)................... Special Factors, The Partnership's Investment
Objectives; Special Factors, The General Partner's
Objectives; Special Factors, Reasons for the
Timing of the Sale.
(b)................... Special Factors, Reasons for the Timing of the
Sale; Special Factors, Recommendation of the
General Partner and Fairness of the Proposed Sale
of Assets.
(c)................... Special Factors, The Partnership's Investment
Objectives; Special Factors, Reasons for the
Timing of the Sale; Special Factors,
Recommendation of the General Partner and Fairness
of the Proposed Sale of Assets.
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Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
(d)................... Special Factors, Certain Effects of the Sale;
Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets; Federal Income Tax Consequences.
8. Fairness of the
Transaction.
(a)-(b)............... Vote of the Limited Partners of Cable TV Fund 11-D,
Ltd.; Special Factors, Public Bidding Process;
Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets; Special Factors, The Appraisals.
(c)................... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.; Special Factors, Relevant Provisions
of the Partnership Agreement; Proposed Sale of
Assets, Conditions to Closing.
(d)-(e)............... Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets.
(f)................... [Not applicable.]
9. Reports, Opinions,
Appraisals and Certain
Negotiations.
(a)................... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.
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Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
(b)................... Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets; Special Factors, The Appraisals.
(c)................... Special Factors, The Appraisals; Available
Information.
10. Interest in Securities
of the Issuer
(a)................... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.; Schedule 1.
(b)................... [None.]
11. Contracts, [None.]
Arrangements or
Understandings with
Respect to the
Issuer's Securities.
12. Present Intention and
Recommendation of
Certain Persons with
Regard to the
Transaction.
(a)................... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.
(b)................... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.; Special Factors, Recommendation of the
General Partner and Fairness of the Proposed Sale
of Assets.
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Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
-------------------- ---------------
13. Other Provisions of
the Transaction.
(a)................... Special Factors, Certain Effects of the Sale.
(b)................... [Not applicable.]
(c)................... [Not applicable.]
14. Financial Information.
(a)(1)................ [Pursuant to General Instruction D to Schedule
13E-3, the audited financial statements of Cable TV
Fund 11-D, Ltd. for the fiscal years ended December
31, 1996 and 1995 are incorporated by reference
from Cable TV Fund 11-D, Ltd.'s Annual Report on
Form 10-K for the fiscal year ended December 31,
1996, which is being filed as an exhibit to this
Schedule 13E-3.]
(a)(2)................ [Not applicable.]
(a)(3)................ [Not applicable.]
(a)(4)................ Special Factors, Recommendation of the General
Partner and Fairness of the Proposed Sale of
Assets.
(b)................... Unaudited Pro Forma Financial Information of Cable
TV Fund 11-D, Ltd.
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Schedule 13E-3 Item Caption in the
Number and Caption Proxy Statement
------------------- ---------------
15. Persons and Assets
Employed,
Retained or Utilized.
(a)................... Vote of the Limited Partners of Cable TV Fund
11-D, Ltd.
(b)................... [None.]
16. Additional Special Factors, Relevant Provisions of the
Information. Partnership Agreement.
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17. Materials
Filed as Exhibits:
(a)................... [Not applicable.]
*(b)(1)................ Appraisal of the Manitowoc System by Malarkey-
Taylor Associates, Inc. as of August 1996.
*(b)(2)................ Appraisal of the Manitowoc System by Kagan Media
Appraisals, Inc. as of August 1996.
*(b)(3)................ Appraisal of the Manitowoc System by Bond & Pecaro,
Inc. as of August 1996.
(b)(4)................ Appraisal of the Manitowoc System by
Malarkey-Taylor Associates, Inc. as of April
1995.
(c)................... [Not applicable.]
*(d)(1)................ Preliminary Proxy Statement to be furnished to the
limited partners of Cable TV Fund 11-D, Ltd.
*(d)(2)................ Cable TV Fund 11-D, Ltd.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1995.
*(d)(3)................ Cable TV Fund 11-D, Ltd.'s Quarterly Report on
Form 10-Q for the fiscal quarter ended September
30, 1996.
(d)(4)................ Revised Preliminary Proxy Statement to be furnished
to the limited partners of Cable TV Fund 11-D, Ltd.
(d)(5)................ Cable TV Fund 11-D, Ltd.'s Annual Report on Form
10-K for the fiscal year ended December 31,
1996.
(e)................... [Not applicable.]
(f)................... [Not applicable.]
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*previously filed
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SIGNATURES
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
JONES INTERCABLE, INC.,
a Colorado corporation
Dated: April 22, 1997 By:/s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President
CABLE TV FUND 11-D, LTD.,
a Colorado limited partnership
By: Jones Intercable, Inc.,
a Colorado corporation,
as general partner
Dated: April 22, 1997 By:/s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President
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