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): January 9, 1998
JONES CABLE INCOME FUND 1-C, LTD.
---------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-15714 84-1010419
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
Item 2. Sale of Assets
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On January 9, 1998, Jones Cable Income Fund 1-B/C Venture, a Colorado
general partnership (the "Venture"), sold the cable television system
serving subscribers in the communities of Clearlake and Lake Port, all in the
State of California (the "System"), to an unaffiliated party (the "Purchaser"),
for a sales price of $21,400,000, subject to customary closing adjustments.
Jones Cable Income Fund 1-C, Ltd. (the "Partnership") and Jones Cable Income
Fund 1-B, Ltd. ("Fund 1-B"), both Colorado limited partnerships, are the
partners in the Venture, owning a 60 percent and a 40 percent interest,
respectively. Jones Intercable, Inc. is the general partner of these limited
partnerships and manages the Venture's cable systems. The Purchaser is not
affiliated with the Venture or with Jones Intercable, Inc.
The Venture will distribute, prior to the end of February 1998,
approximately $11,000,000 to the Partnership and Fund 1-B, which amount
represents the net sale proceeds following the Venture's payment of a brokerage
fee to a subsidiary of Jones Intercable, Inc. totaling approximately $535,000
and the repayment of a portion of the Venture's credit facility. The Partnership
will receive $6,625,300 of such distribution and will, in turn, distribute such
amount (approximately $156 per each $1,000 invested in the Partnership) to the
limited partners of the Partnership. Because the distribution to the limited
partners of the Partnership together with all prior distributions will not
return the amount initially contributed by the limited partners to the
Partnership plus the preferred return provided by the Partnership's limited
partnership agreement, the general partner of the Partnership will not receive a
general partner distribution from the sale proceeds. Because the sale of the
System did not represent a sale of all or substantially all of the Partnership's
assets, no vote of the limited partners of the Partnership was required to
approve this sale.
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Item 7. Financial Statements and Exhibits
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a. Financial statements of business acquired. Not applicable.
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b. Pro forma financial informaion. Pro forma consolidated
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financial statements of Jones Cable Income Fund 1-C, Ltd. reflecting the
disposition of the System are attached hereto.
c. Exhibits.
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2.1 Asset Purchase Agreement dated September 17, 1997 between
Jones Cable Income Fund 1-B/C Venture and Mediacom California LLC.
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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 CABLE INCOME
FUND 1-C, LTD.
By Jones Intercable, Inc.,
General Partner
Dated: January 21, 1998 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President
(34011)
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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
OF JONES CABLE INCOME FUND 1-C, LTD.
The following unaudited pro forma consolidated balance sheet assumes
that as of September 30, 1997, Jones Cable Income Fund 1-B/C Venture (the
"Venture") had sold the cable television system serving subscribers in the
communities of Clearlake and Lake Port, all in the State of California (the
"System") for $21,400,000. Jones Cable Income Fund 1-C, Ltd. (the
"Partnership") and Jones Cable Income Fund 1-B, Ltd. ("Fund 1-B"), are the
partners in the Venture. The funds available to the Venture, adjusting for the
estimated net closing adjustments of the System, are expected to total
approximately $21,305,058. Such funds will be used to repay indebtedness of the
Venture, and $11,000,000 will be distributed to the partners of the Venture.
The Partnership will then distribute $6,625,300 to the limited partners of the
Partnership. The unaudited pro forma consolidated statements of operations
assume that the System was sold as of January 1, 1996.
The Partnership will continue to own a 60 percent interest in the
Venture.
The unaudited pro forma consolidated financial information should be
read in conjunction with the appropriate notes to the unaudited pro forma
financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION IS BASED UPON AMOUNTS AS OF SEPTEMBER 30, 1997 AND CERTAIN ESTIMATES
OF LIABILITIES AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
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JONES CABLE INCOME FUND 1-C, LTD.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
----------- ------------- ------------
ASSETS
Cash and cash equivalents $ 351,111 $ (29,936) $ 321,175
Trade receivables, net 264,337 (133,580) 130,757
Investment in cable television properties:
Property, plant and equipment, net 21,000,541 (6,580,294) 14,420,247
Intangibles, net 8,772,724 (1,663,000) 7,109,724
----------- ------------ -----------
Total investment in cable television properties 29,773,265 (8,243,294) 21,529,971
Deposits, prepaid expenses and deferred charges 907,575 (145,763) 761,812
----------- ------------ -----------
Total assets $31,296,288 $ (8,552,573) $22,743,715
=========== ============ ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $23,706,752 $ (9,799,994) $13,906,758
Accrued liabilities 1,305,950 (326,744) 979,206
Subscriber prepayments 210,106 (47,541) 162,565
----------- ------------ -----------
Total liabilities 25,222,808 (10,174,279) 15,048,529
----------- ------------ -----------
Minority interest in Joint Venture 2,457,005 (93,791) 2,363,214
----------- ------------ -----------
Partners' capital 3,616,475 1,715,497 5,331,972
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Total liabilities and partners' capital $31,296,288 $ (8,552,573) $22,743,715
=========== ============ ===========
THE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
ARE AN INTEGRAL PART OF THIS UNAUDITED CONSOLIDATED BALANCE SHEET.
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JONES CABLE INCOME FUND 1-C, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
------------ ----------- -----------
REVENUES $13,867,189 $(4,487,598) $ 9,379,591
COSTS AND EXPENSES:
Operating expenses 7,799,531 (2,387,207) 5,412,324
Management fees and allocated overhead from
General Partner 1,521,950 (470,037) 1,051,913
Depreciation and amortization 4,042,491 (879,453) 3,163,038
----------- ----------- -----------
OPERATING INCOME (LOSS) 503,217 (750,901) (247,684)
----------- ----------- -----------
OTHER INCOME (EXPENSES):
Interest expense (1,047,954) 518,751 (529,203)
Gain on sale of cable television system 18,889,257 18,889,257
Other, net (90,841) (3,685) (94,526)
----------- ----------- -----------
Total other income (expense), net 17,750,462 515,066 18,265,528
----------- ----------- -----------
CONSOLIDATED INCOME 18,253,679 (235,835) 18,017,844
MINORITY INTEREST IN
CONSOLIDATED INCOME (7,259,488) 93,791 (7,165,697)
----------- ----------- -----------
NET INCOME $10,994,191 $ (142,044) $10,852,147
=========== =========== ===========
THE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
ARE AN INTEGRAL PART OF THIS UNAUDITED CONSOLIDATED STATEMENT.
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JONES CABLE INCOME FUND 1-C, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
------------- ----------- -----------
REVENUES $24,624,270 $(5,820,357) $18,803,913
COSTS AND EXPENSES:
Operating expenses 13,684,546 (3,080,758) 10,603,788
Management fees and allocated overhead from
General Partner 2,858,737 (668,833) 2,189,904
Depreciation and amortization 7,919,508 (1,675,065) 6,244,443
----------- ----------- -----------
OPERATING INCOME (LOSS) 161,479 (395,701) (234,222)
OTHER INCOME (EXPENSES):
Interest expense (3,110,571) 705,670 (2,404,901)
Other, net (31,000) 12,381 (18,619)
----------- ----------- -----------
Total other income (expense), net (3,141,571) 718,051 (2,423,520)
----------- ----------- -----------
CONSOLIDATED LOSS (2,980,092) 322,350 (2,657,742)
MINORITY INTEREST IN
CONSOLIDATED LOSS 1,185,182 (128,198) 1,056,984
----------- ----------- -----------
NET LOSS $(1,794,910) $ 194,152 $(1,600,758)
=========== =========== ===========
THE ACCOMPANYING NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
ARE AN INTEGRAL PART OF THIS UNAUDITED CONSOLIDATED STATEMENT.
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JONES CABLE INCOME FUND 1-C, LTD.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
1) The following calculations present the sale of the System and the
resulting estimated proceeds expected to be received by the Partnership.
2) The unaudited pro forma consolidated balance sheet assumes that the
Venture had sold the System for $21,400,000 as of September 30, 1997. The
unaudited consolidated statements of operations assume that the Venture had sold
the System as of January 1, 1996.
3) The estimated gain recognized from the sale of the System and
corresponding estimated distribution to limited partners as of September 30,
1997 has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $21,400,000
Less: Net book value of investment in cable television properties
at September 30, 1997 8,243,294
-----------
Gain on sale of assets $13,156,706
===========
DISTRIBUTIONS TO PARTNERS:
Contract sales price $21,400,000
Working capital adjustment:
Add: Current assets 279,343
Less: Current liabilities (374,285)
-----------
Adjusted cash received by the Venture 21,305,058
Less: Repayment of outstanding debt to third parties (9,799,994)
Payment of brokerage fee (535,000)
Plus: Cash on hand 29,936
-----------
Cash available for distribution $11,000,000
===========
Distribution to the Partnership $ 6,625,300
===========
Distribution to Fund 1-B $ 4,374,700
===========
4) The pro forma consolidated statements of operations reflect the sale of
the System and the repayment of approximately $9,799,994 of debt with proceeds
of such sale. The Partnership will continue to own a 60 percent interest in the
Venture.
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