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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): April 11, 1996
JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
(Exact name of registrant as specified in its charter)
Colorado 0-16939 84-1069504
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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)
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Item 2. Disposition of Assets
On April 11, 1996, Jones Spacelink Income/Growth Fund 1-A, Ltd. (the
"Partnership"), a Colorado limited partnership, sold to Jones Cable Holdings,
Inc. ("JCH"), a wholly owned subsidiary of Jones Intercable, Inc., the general
partner of the Partnership, the cable television system operating in and around
Lake Geneva, Wisconsin (the "Lake Geneva System") for a purchase price of
$6,345,667, subject to normal closing adjustments, and the cable television
system operating in and around Ripon, Wisconsin (the "Ripon System") for a
purchase price of $3,712,667, subject to normal closing adjustments. The
purchase prices were determined by averaging three separate independent
appraisals of each of the cable television systems sold.
No vote of the limited partners of the Partnership was required in
connection with these transactions because the sales of the Lake Geneva System
and the Ripon System, individually and collectively, did not represent the sale
of all or substantially all of the Partnership's assets. Pursuant to the terms
of an amendment to the Partnership's credit agreement, the Partnership is
entitled to distribute $5,000,000 of the proceeds from the sales of the Lake
Geneva System and the Ripon System to the limited partners, and the balance of
the sale proceeds, approximately $5,058,000, will be applied to reducing the
Partnership's outstanding indebtedness, which at December 31, 1995 totaled
$11,605,582. The limited partners of the Partnership will receive, in April
1996, $195 for each $1,000 invested in the Partnership. Once the Partnership
has completed this distribution of the net proceeds from these sales, limited
partners of the Partnership will have received a total of $550 for each $1,000
invested in the Partnership, taking into account the prior distributions to
limited partners.
JCH subsequently exchanged the Lake Geneva System and the Ripon
System, together with other cable television systems that it owned and cash, to
Time Warner Entertainment Company, L.P. ("Time Warner"), an unaffiliated cable
television system operator, in return for which Time Warner conveyed to JCH the
cable television systems operating in and around Savannah, Georgia.
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Item 7. Financial Statements and Exhibits
a. Financial statements of businesses acquired. Not applicable.
b. Pro forma financial information. Pro forma financial
statements of Jones Spacelink Income/Growth Fund 1-A, Ltd. reflecting the
dispositions of the Lake Geneva System and the Ripon System.
c. Exhibits.
2.1. Asset Purchase Agreement dated September 5, 1995,
between Jones Spacelink Income/Growth Fund 1- A, Ltd. and Jones Intercable,
Inc. relating to the Ripon System is incorporated by reference from the
Partnership's Current Report on Form 8-K dated September 11, 1995.
2.2. Asset Purchase Agreement dated September 5, 1995,
between Jones Spacelink Income/Growth Fund 1- A, Ltd. and Jones Intercable,
Inc. relating to the Lake Geneva System is incorporated by reference from the
Partnership's Current Report on Form 8-K dated September 11, 1995.
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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 SPACELINK INCOME/
GROWTH FUND 1-A, LTD.
By: Jones Intercable, Inc.,
its General Partner
Dated: April 25, 1996 By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President and Secretary
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
The following unaudited pro forma balance sheet assumes that as of
December 31, 1995, Jones Spacelink Income/Growth Fund 1-A, Ltd. (the
"Partnership") had sold the cable television system serving areas in and around
Lake Geneva, Wisconsin (the "Lake Geneva System") for $6,345,667 and had sold
the cable television system serving areas in and around Ripon, Wisconsin (the
"Ripon System") for $3,712,667. The funds available to the Partnership,
adjusting for the estimated net closing adjustments, are expected to total
approximately $10,052,100 for the Lake Geneva System and Ripon System.
Pursuant to the terms of an amendment to the Partnership's credit agreement,
the Partnership is entitled to distribute $5,000,000 of the proceeds from the
sales of the Lake Geneva System and the Ripon System to the limited partners,
and the balance of the sale proceeds, approximately $5,052,100, will be applied
to reducing the Partnership's outstanding indebtedness, which at December 31,
1995 totaled $11,605,582. The unaudited Pro Forma Statements of Operations
assume that the Lake Geneva System and the Ripon System were sold as of January
1, 1995. The Partnership will continue to own the cable television system
serving areas in and around Bluffton, Indiana (the "Bluffton System").
The unaudited pro forma 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 FINANCIAL INFORMATION IS
BASED UPON AMOUNTS AS OF DECEMBER 31, 1995 AND CERTAIN ESTIMATES OF LIABILITIES
AT CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
December 31, 1995
Pro Forma Pro Forma
As Reported Adjustments Balance
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ASSETS
Cash and Cash Equivalents $ 313,553 $ 5,000,000 $ 5,313,553
Trade Receivables, net 226,616 (121,067) 105,549
Investment in Cable Television Properties:
Property, plant and equipment, net 9,166,179 (3,318,771) 5,847,408
Intangible assets, net 8,477,446 (2,544,797) 5,932,649
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Total investment in cable television properties 17,643,625 (5,863,568) 11,780,057
Deposits, Prepaid Expenses and Deferred Charges 53,546 (6,229) 47,317
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Total Assets $ 18,237,340 (990,864) $17,246,476
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Debt $ 11,605,582 (5,052,086) $ 6,553,496
Accounts Payable and Accrued Liabilities 446,688 (104,542) 342,146
Subscriber prepayments 51,473 (29,002) 22,471
Accrued Distribution to Limited Partners 315,657 5,000,000 5,315,657
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Total Liabilities 12,419,400 (185,630) 12,233,770
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Partners' Capital:
General Partner (161,958) - (161,958)
Limited Partners 5,979,898 (805,234) 5,174,664
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Total Partners' Capital 5,817,940 (805,234) 5,012,706
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Total Liabilities and Partners' Capital $ 18,237,340 (990,864) $17,246,476
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The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
Pro Forma Pro Forma
As Reported Adjustments Balance
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REVENUES $ 6,838,837 $ (2,040,590) $ 4,798,247
COSTS AND EXPENSES:
Operating expense 3,426,527 (1,028,137) 2,398,390
Management fees and allocated overhead from
general partner 880,721 (273,858) 606,863
Depreciation and Amortization 3,161,861 (1,370,204) 1,791,657
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OPERATING LOSS (630,272) 631,609 1,337
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OTHER INCOME (EXPENSES):
Interest expense (870,843) 341,848 (528,995)
Other, net 5,646 10,314 15,960
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Total other income (expense), net (865,197) 352,162 (513,035)
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NET LOSS $ (1,495,469) $ 983,771 $ (511,698)
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NET LOSS PER LIMITED PARTNERSHIP
INTEREST $ (28.87) $ (9.88)
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The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
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JONES SPACELINK INCOME/GROWTH FUND 1-A, LTD.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sales of the Lake Geneva
System and the Ripon System and the resulting estimated proceeds expected to be
received by the Partnership.
2) The unaudited pro forma balance sheet assumes that the Partnership
had sold the Lake Geneva System for $6,345,667 and the Ripon System for
$3,712,667 as of December 31, 1995. The unaudited statements of operations
assume that the Partnership had sold the Lake Geneva System and the Ripon
System as of January 1, 1995.
3) The estimated gain recognized from the sale of the Lake Geneva
System and the Ripon System and corresponding estimated distribution to limited
partners as of December 31, 1995 has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 10,058,334
Less: Net book value of investment in cable television properties
at September 30, 1995 5,863,568
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Gain on sale of assets $ 4,194,766
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DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 10,058,334
Working Capital Adjustment:
Add: Trade receivables, net 121,067
Prepaid expenses 6,229
Less Accrued liabilities (104,542)
Subscriber prepayments (29,002)
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Adjusted cash received 10,052,086
Less: Prepayment of outstanding debt to third parties (5,052,086)
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Cash distribution to limited partners $ 5,000,000
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4) The Pro Forma Statements of Operations reflect the sale of the
Lake Geneva System and the Ripon System and the repayment of $5,052,086 of
debt. The Partnership will continue to own and operate the Bluffton System.