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): July 31, 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. Disposition of Assets
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On July 31, 1998, Jones Cable Income Fund 1-B/C Venture (the
"Venture") sold the cable television systems serving the communities of Three
Rivers, Schoolcraft/Vicksburg, Constantine/White Pigeon, Dowagiac, Watervliet
and Vandalia, Michigan (the "Southwestern Michigan System") to unaffiliated
cable television system operators for an aggregate sales price of $31,250,000,
subject to customary closing adjustments. The Venture is owned 60 percent by
Jones Cable Income Fund 1-C, Ltd. (the "Partnership") and 40 percent by Jones
Cable Income Fund 1-B, Ltd. ("Fund 1-B").
From the proceeds of the Southwestern Michigan System's sale, the
Venture settled working capital adjustments, paid a brokerage fee to The Jones
Group, Ltd., a subsidiary of Jones Intercable, Inc., the general partner of the
Partnership and Fund 1-B (the "General Partner"), of $781,250, representing 2.5
percent of the sales price, for acting as a broker in the transaction, repaid
$9,500,000 of the then outstanding balance of its credit facility and will
distribute in August 1998 the remaining net sale proceeds of $21,200,000 to the
Partnership and Fund 1-B in proportion to their ownership interests in the
Venture. The Partnership will receive $12,768,760 and Fund 1-B will receive
approximately $8,431,240 of such distribution. The Partnership, in turn, will
distribute $12,768,760 (approximately $300 for 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 limited partners' liquidation preference
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 Southwestern Michigan System did not
represent a sale of all or substantially all of the Partnership's assets, no
vote of the limited partners was required to approve the sale.
The Venture's remaining assets are the cable television systems
serving areas in and around South Sioux City, Nebraska (the "South Sioux City
System") and Myrtle Creek, Oregon (the "Myrtle Creek System"). On June 24,
1998, the Venture entered into an agreement to sell the South Sioux City System
for a sales price of $9,500,000, subject to closing adjustments. The
Partnership continues to own the Myrtle Creek System.
Taking into account prior distributions to limited partners from
operating cash flow and from the net proceeds of the prior sales of cable
television systems located in California and Colorado, the distribution in
August 1998 of the Partnership's portion of the net sale proceeds from the sale
of the Southwestern Michigan System and the planned distribution of the
Partnership's portion of the net sale proceeds from the sale of the South Sioux
City System, the limited partners of the Partnership will have received a total
of $958 for each $1,000 invested in the Partnership.
Item 7. Financial Statements and Exhibits
---------------------------------
a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
Pro forma consolidated financial statements of the Partnership
reflecting the disposition of the Southwestern Michigan System are attached.
c. Exhibits.
2.1 Asset Purchase Agreement by and between Tempo Cable, Inc. and
Jones Cable Income Fund 1-B/C Venture dated as of January 30, 1998 is
incorporated by reference from the Partnership's Current Report on Form 8-K
dated February 24, 1998.
2.2 Asset Purchase Agreement by and between TCI Cablevision of
Texas, Inc. and Jones Cable Income Fund 1-B/C Venture dated as of January 30,
1998 is incorporated by reference from the Partnership's Current Report on Form
8-K dated February 24, 1998.
2.3 Asset Purchase Agreement by and between Television Cable
Service, Inc. and Jones Cable Income Fund 1-B/C Venture dated as of January 30,
1998 is incorporated by reference from the Partnership's Current Report on Form
8-K dated February 24, 1998.
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.,
its general partner
Dated: August 13, 1998 By:/s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General
Counsel and Secretary
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 June 30, 1998, Jones Cable Income Fund 1-B/C Venture (the "Venture")
had sold the cable television system serving subscribers in the communities of
Three Rivers, Schoolcraft/Vicksburg, Constantine/White Pigeon, Dowagiac,
Watervliet and Vandalia, all in the State of Michigan (the "System") for
$31,250,000. 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 $31,440,103.
Such funds will be used to repay indebtedness of the Venture, and $21,200,000
will be distributed to the partners of the Venture. The Partnership will then
distribute $12,768,760 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, 1997.
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 JUNE 30, 1998 AND CERTAIN ESTIMATES OF
LIABILITIES AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
JONES CABLE INCOME FUND 1-C, LTD.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 1998
Pro Forma Pro Forma
As Reported Adjustments Balance
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ASSETS
Cash and cash equivalents $ 456,818 $ 20,989,048 $ 21,445,866
Trade receivables, net 388,348 (284,012) 104,336
Investment in cable television properties:
Property, plant and equipment, net 13,974,508 (8,334,890) 5,639,618
Intangibles, net 5,789,891 (3,357,182) 2,432,709
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Total investment in cable television properties 19,764,399 (11,692,072) 8,072,327
Deposits, prepaid expenses and deferred charges 814,168 (280,684) 533,484
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Total assets $21,423,733 $ 8,732,280 $ 30,156,013
============ ============ ==============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $14,373,366 $ (9,669,805) $ 4,703,561
Accrued liabilities 739,440 (304,218) 435,222
Subscriber prepayments 163,463 (70,375) 93,088
Accrued distributions to limited partners - 12,768,760 12,768,760
Accrued distribution to joint venture partner - 8,431,240 8,431,240
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Total liabilities 15,276,269 11,155,602 26,431,871
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Minority interest in joint venture 2,486,428 (4,880,177) (2,393,749)
------------ ------------ --------------
Partners' capital 3,661,036 2,456,855 6,117,891
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Total liabilities and partners' capital $21,423,733 $ 8,732,280 $ 30,156,013
============ ============ ==============
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated balance sheet.
JONES CABLE INCOME FUND 1-C, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1998
Pro Forma Pro Forma
As Reported Adjustments Balance
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REVENUES $ 6,246,930 $ (3,631,148) $ 2,615,782
COSTS AND EXPENSES:
Operating expenses 3,613,725 (1,940,613) 1,673,112
Management fees and allocated overhead from
General Partner 697,002 (391,588) 305,414
Depreciation and amortization 2,173,449 (1,325,333) 848,116
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OPERATING LOSS (237,246) 26,386 (210,860)
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OTHER INCOME (EXPENSES):
Interest expense (402,286) 341,455 (60,831)
Gain on sale of cable television system 12,638,349 (12,638,349)
Other, net (93,568) (494) (94,062)
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Total other income (expense), net 12,142,495 (12,297,388) (154,893)
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CONSOLIDATED INCOME (LOSS) 11,905,249 (12,271,002) (365,753)
MINORITY INTEREST IN
CONSOLIDATED INCOME (LOSS) (4,734,717) 4,880,177 145,460
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NET INCOME (LOSS) $ 7,170,532 $ (7,390,825) $ (220,293)
=========== =========== =========
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated statement.
JONES CABLE INCOME FUND 1-C, LTD.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
Pro Forma Pro Forma
As Reported Adjustments Balance
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REVENUES $ 18,338,834 $ (13,534,076) $ 4,804,758
COSTS AND EXPENSES:
Operating expenses 10,395,892 (7,631,368) 2,764,524
Management fees and allocated overhead from
General partner 1,992,335 (1,407,072) 585,263
Depreciation and amortization 5,414,431 (3,433,089) 1,981,342
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OPERATING INCOME (LOSS) 536,176 (1,062,547) (526,371)
OTHER INCOME (EXPENSES):
Interest expense (1,521,275) 837,555 683,720
Gain on sale of cable television system 18,493,041 (18,493,041)
Other, net (85,528) 61,311 (24,217)
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Total other income (expense), net 16,886,238 (17,594,175) (707,937)
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CONSOLIDATED INCOME (LOSS) 17,422,414 (18,656,722) (1,234,308)
MINORITY INTEREST IN
CONSOLIDATED INCOME (LOSS) (6,928,894) 7,419,778 490,884
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NET INCOME (LOSS) $ 10,493,520 $ (11,236,944) $ (743,424)
=========== =========== ==========
The accompanying notes to unaudited pro forma consolidated financial statements
are an integral part of this unaudited consolidated statement.
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 $31,250,000 as of June 30, 1998. The unaudited
consolidated statements of operations assume that the venture had sold the cable
television systems serving Brighton/Broomfield, Colorado; Clearlake Oaks,
California; and the System as of January 1, 1997.
3) The estimated gain recognized from the sale of the System and
corresponding estimated distribution to limited partners as of june 30, 1998 has
been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 31,250,000
Less: Net book value of investment in cable television properties
at June 30, 1998 (11,692,072)
Payment of Brokerage Fee (781,250)
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Gain on sale of assets $ 18,776,678
===========
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 31,250,000
Working capital adjustment:
Add: Current assets 564,696
Less: Current liabilities (374,593)
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Adjusted cash received by the Venture 31,440,103
Less: Repayment of outstanding debt to third parties (9,669,805)
Payment of brokerage fee (781,250)
Plus: Cash on hand 210,952
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Cash available for distribution $ 21,200,000
===========
Distribution to the Partnership $ 12,768,760
===========
Distribution to Fund 1-B $ 8,431,240
===========
4) The pro forma consolidated statements of operations reflect the sale of
the System and the repayment of approximately $9,669,805 of debt with proceeds
of such sale. The Partnership will continue to own a 60 percent interest in the
Venture.