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): AUGUST 2, 1999
JONES INTERNATIONAL NETWORKS, LTD.
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(Exact name of registrant as specified in its charter)
COLORADO 333-62077 84-1470911
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
9697 E. MINERAL AVENUE, ENGLEWOOD, CO 80112
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(Address of principal executive office and Zip Code)
Registrant's telephone number, including area code (303) 792-3111
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Item 5. OTHER EVENTS.
On August 2, 1999, Jones International Networks, Ltd. (the
"Company"), acquired from Broadcast Electronics, Inc., a Rhode Island
corporation ("BEI"), BEI's radio programming business conducted through its
Broadcast Programming Division ("BP"), which includes, but is not limited to,
the following programs: Delilah-Registered Trademark-, Neon Nights-Registered
Trademark- with Lia Knight and BP's TotalRadio-SM- music format services for a
total purchase price, as adjusted, of approximately $20,860,000 (the "BP
Acquisition"). The purchase price was paid in cash. In connection with the BP
Acquisition, the Company borrowed $20 million from Bank of America, N.A. due
on June 30, 2000 (the "Loan"). In order to assist the Company in obtaining
favorable financing terms for the Loan, Jones International, Ltd. has
guaranteed the Loan and provided certain collateral as security for the
guaranty.
BP serves approximately one thousand radio stations in the U.S. and
abroad. The Delilah Show is heard nightly via satellite from 7 PM to Midnight
on nearly 200 Adult Contemporary radio stations across North America. Neon
Nights with Lia Knight, BP's seven to midnight Country show, reaches 60
markets. TotalRadio provides some 700 stations with a menu of services
ranging from weekly new hit music to fully voice tracked "virtual" formats in
all music categories and full-service consulting.
Upon the closing, the Company entered into employment agreements
with two key BP employees, Ms. Edith Hilliard and Mr. James LaMarca. The
Company also entered into an agreement with BEI to represent BEI in the sale
or lease of certain BEI electronic equipment to radio stations which also
take BP programming.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Agreement of Broadcast Electronics, Inc., BEI Holding
Corporation and the Company dated as of June 15,
1999.
10.1 Revolving Credit Facility dated as of July 29, 1999 between
Bank of America, N.A. and the Company.
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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 INTERNATIONAL
NETWORKS, LTD.
Dated: August 6, 1999 By: /s/ Jay B. Lewis
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Jay B. Lewis
Group Vice President
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