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): September 9, 1998
JONES CABLE INCOME FUND 1-C, LTD.
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(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 September 9, 1998, Jones Cable Income Fund 1-B/C Venture (the
"Venture") entered into an asset purchase agreement providing for the sale of
the cable television systems located in the cities of Myrtle Creek, Winston,
Riddle and Canyonville, and in certain unincorporated areas of Douglas County,
all in the State of Oregon (the "Myrtle Creek System") to unaffiliated cable
television system operators for an aggregate sales price of $10,000,000, 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").
The closing of this transaction, which is expected to occur in the
first quarter of 1999, is subject to the consents of governmental authorities
and third parties with whom the Venture has contracted that are necessary for
the transfer of the Myrtle Creek System, and approval of the sale by the limited
partners of the Partnership and Fund 1-B.
Upon consummation of the proposed sale of the Myrtle Creek System, the
Venture will pay a brokerage fee to The Jones Group, Ltd., a subsidiary of Jones
Intercable, Inc., the general partner of the Partnership, of approximately
$250,000, representing 2.5 percent of the sales price, for acting as a broker in
the transaction, repay all of its indebtedness of approximately $2,600,000,
settle working capital adjustments and deposit $500,000 into an indemnity escrow
account. The remaining net sales proceeds of approximately $6,607,198 will be
distributed to the Partnership and Fund 1-B. The Partnership will receive
approximately $3,979,515 and Fund 1-B will receive approximately $2,627,683.
The Partnership, in turn, will distribute the $3,979,515 (approximately $94 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
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.
For a period of one year following the closing date, $500,000 of the
sale proceeds will remain in escrow as security for the Venture's agreement to
indemnify the purchaser under the asset purchase agreement. The Venture's
primary exposure, if any, will relate to the representations and warranties made
about the Myrtle Creek System in the asset purchase agreement. Any amounts
remaining from this indemnity escrow account and not claimed by the buyer at the
end of the one-year escrow period will be returned and distributed by the
Partnership. If the entire $500,000 escrow amount is distributed to the
Partnership and Fund 1-B, of which there can be no assurance, the Partnership
would receive $301,150, and Fund 1-B would receive $198,850. The Partnership,
in turn, would distribute the $301,150 (approximately $7 for each $1,000
invested in the Partnership) to the limited partners of the Partnership. Since
the Myrtle Creek System represents the only asset of the Venture, and the
Partnership's interest in the Venture represents its only asset, the Partnership
will be liquidated and dissolved upon the final distribution of any amounts
remaining from the indemnity escrow account.
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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, Colorado and South Carolina, 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 distribution
in September 1998 of the Partnership's portion of the net sale proceeds from the
sale of the South Sioux City System and the planned distribution in the first
quarter of 1999 of the Partnership's portion of the net sale proceeds from the
sale of the Myrtle Creek System, the limited partners of the Partnership will
have received a total of $1,154 for each $1,000 invested in the Partnership.
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Item 7. Financial Statements and Exhibits
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a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
Not applicable.
c. Exhibits.
2.1 Asset Purchase Agreement by and between Falcon Community
Ventures I Limited Partnership and Jones Cable Income Fund 1-B/C Venture dated
as of September 9, 1998.
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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.,
its general partner
Dated: September 28, 1998 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President, General
Counsel and Secretary
(38340)
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