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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D - AMENDMENT NO. 3
Under the Securities Exchange Act of 1934
Jones Intercable, Inc.
--------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01
COMMON STOCK, PAR VALUE $.01
--------------------------------
(Title of Class of Securities)
480206-200
--------------------------------
(CUSIP Number)
Stanley Wang
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
(215) 665-1700
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1999
------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-a(a) for other parties to whom copies are to be
sent.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 480206-200 13D Page 2 of 9
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
================================================================================
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Class A 13,782,500
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Class A 13,782,500
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 13,782,500
================================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 480206-200 13D Page 3 of 9
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Corporation
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Common 2,878,151
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Common 2,878,151
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common 2,878,151
================================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 480206-200 13D Page 4 of 9
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Cable Communications, Inc.
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Class A 13,782,500
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Class A 13,782,500
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 13,782,500
================================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 480206-200 13D Page 5 of 9
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Comcast Cable Communications, Inc.
================================================================================
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
================================================================================
4. SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e)
[ ]
================================================================================
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
================================================================================
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
Common 2,878,151
===========================================================================
8. SHARED VOTING POWER
===========================================================================
9. SOLE DISPOSITIVE POWER
Common 2,878,151
===========================================================================
10. SHARED DISPOSITIVE POWER
===========================================================================
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common 2,878,151
================================================================================
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
================================================================================
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%
================================================================================
14. TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 480206-200 13D Page 6 of 9
This Amendment No. 3 amends the Schedule 13D filed on June 1, 1998, as
amended by Amendment No. 1 on August 14, 1998 and Amendment No. 2 on April 9,
1999, by Comcast Corporation (the Schedule 13D, as so amended, is hereby
referred to herein as the "Schedule 13D"), a Pennsylvania corporation
("Comcast"), with respect to the Class A Common Stock, par value $.01 per share
("Class A Common Stock"), and Common Stock, par value $.01 per share ("Common
Stock"), of Jones Intercable, Inc., a Colorado corporation (the "Company"),
whose principal executive office is located at P.O. Box 3309, Englewood,
Colorado 80155-3309.
Capitalized terms used but not otherwise defined herein shall have the same
meanings as in the Schedule 13D.
The undersigned hereby amend and supplement Items 3,4,5,6, and 7 of the
Schedule 13D by adding the following information (capitalized terms used herein
without definition shall have the same meaning as set forth in the Schedule
13D).
Item 3. Source and Amount of Funds
- --------------------------------------------------------------------------------
Item 3 is hereby amended by the addition of the following:
Pursuant to the Share Purchase Agreement described in Item 4 below, Comcast
paid Glenn R. Jones $131,350 in cash and Jones International Ltd. $49,868,650 in
cash to purchase an aggregate of 1,000,000 shares of Class A Common Stock.
Comcast financed these payments through the use of working capital.
Item 4. Purpose of Transaction
- --------------------------------------------------------------------------------
Item 4 is hereby amended by the addition of the following:
On June 29, 1999, Comcast agreed to purchase (the "Purchase") 2,627 shares
of Class A Common Stock from Glenn R. Jones, and 997,373 shares of Class A
Common Stock from Jones International, Ltd. for aggregate purchase prices of
$131,350 and $49,868,650, respectively. This transaction is expected to close on
July 2, 1999. Immediately upon receipt of the shares of Class A Common Stock,
Comcast intends to contribute them to Comcast Cable Communications, Inc.
("Comcast Cable").
The foregoing description is qualified by reference to the Share Purchase
Agreement dated as of June 29, 1999 among Comcast, Glenn R. Jones and Jones
International Ltd. (the "Share Purchase Agreement"), which is attached hereto as
Exhibit 7 and is incorporated herein by reference.
CUSIP No. 480206-200 13D Page 7 of 9
Item 5. Interest in Securities of Issuer
- --------------------------------------------------------------------------------
Item 5 is hereby amended to read in its entirety as follows.
(a) Comcast has been advised by the Company that, as of June 30, 1999, the
Company had 36,935,970 shares of Class A Common Stock and 5,113,021 shares of
Common Stock issued and outstanding. For purposes of Rule 13d-3 promulgated by
the SEC under the Securities Exchange Act of 1934, as amended, Comcast and Cable
Communications are the beneficial owners of 13,782,500 shares of Class A Common
Stock and 2,878,151 shares of Common Stock (the "Shares") (which represents
approximately 37.3% and 56.3% of each class, respectively).
(b) Comcast and Cable Communications have sole voting and dispositive power
over the Shares.
(c) Other than the purchase of the shares of Class A Common Stock on June
29, 1999, as described in Item 4 hereof, no transactions in Class A Common Stock
or Common Stock have been effected during the last sixty (60) days by Comcast,
Cable Communications or, to the best of Comcast's and Cable Communications'
knowledge, any director or executive officer of Comcast or Cable Communications.
(d) Comcast and Cable Communications have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
- --------------------------------------------------------------------------------
Item 6 is hereby amended by the addition of the following:
To effect the Purchase, on June 29, 1999 the Company, Glenn R. Jones and
Jones International Ltd. executed the Share Purchase Agreement. The Share
Purchase Agreement is attached hereto as Exhibit 7 and is incorporated herein by
reference.
Item 7. Materials to be filed as Exhibits
- --------------------------------------------------------------------------------
Item 7 is hereby amended to add the following:
Exhibit 7 Share Purchase Agreement dated as of June 29, 1999 among
Comcast, Glenn R. Jones and Jones International Ltd.
CUSIP No. 480206-200 13D Page 8 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 1, 1999 COMCAST CORPORATION
By: /s/ Joseph J. Euteneuer
------------------------------
Joseph J. Euteneuer
Vice President and
Corporate Controller
COMCAST CABLE COMMUNICATIONS, INC.
By: /s/ Joseph J. Euteneuer
------------------------------
Joseph J. Euteneuer
Vice President
(Authorized Officer)
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the "Agreement") is entered into as of the
29th day of June, 1999, among Comcast Corporation, a Pennsylvania Corporation
("Buyer"), Glenn R. Jones("Jones") and Jones International Ltd., a Colorado
corporation ("Jones International" and, together with Jones, "Sellers").
BACKGROUND
Buyer desires to purchase (i)2,627 shares of Class A Common Stock, par
value $.01 per share (the "Class A Stock"), of Jones Intercable, Inc., a
Colorado corporation (the "Company), from Jones (the "Jones Shares") and (ii)
997,373 shares of Class A Stock from Jones International (the "Jones
International Shares" and, together with the Jones Shares, the "Shares), and
each Seller desires to sell its Shares to Buyer, upon the terms set forth
herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of the Shares. Upon the basis of the representations,
warranties, acknowledgments, agreements and covenants herein contained, on July
2, 1999 (the "Closing Date") (a) Buyer will purchase the Jones Shares from
Jones, and Jones will sell the Jones Shares to Buyer, for an aggregate purchase
price of $131,350 (the "Jones Purchase Price") and (ii) Buyer will purchase the
Jones International Shares from Jones International, and Jones International
will sell the Jones International Shares to Buyer, for an aggregate purchase
price of $49,868,650 (the "Jones International Purchase Price"). The foregoing
transactions are referred to herein as the "Closing".
2. Closing. On the Closing Date, (i) Jones will deliver to Buyer
certificates for the Jones Shares and Jones International will deliver to Buyer
certificates for the Jones International Shares (together, the "Certificates")
duly endorsed or accompanied by stock powers duly endorsed in blank, with any
required transfer stamps affixed thereto and (i) Buyer will deliver to Jones the
Jones Purchase price and to Jones International the Jones International Purchase
Price, in each case in cash by wire transfer of immediately available funds.
2. Representations and Warranties. As of the date hereof and as of the
Closing Date, each Seller hereby represents and warrants to Buyer as follows:
(a) Such Seller has full power, capacity, authority and right to
execute and deliver this Agreement and to perform its obligations
hereunder.
(b) This Agreement has been duly authorized by all necessary action
and constitutes the valid and binding agreement of such Seller enforceable
against such Seller in accordance with its terms.
(c) With respect to Jones, (i) Jones is the record and beneficial
owner of the Jones Shares free and clear of any liens, security interests,
encumbrances, claims, liabilities, restrictions and third party rights
("Liens") and (ii) at Closing, Jones will transfer and deliver to Buyer,
good and valid title to the Jones Shares free and clear of any Lien. With
respect to Jones International, (i) Jones International is the record and
beneficial owner of the Jones International Shares free and clear of any
Liens and (ii) at the Closing , Jones International will transfer and
deliver to Buyer good and valid title to the Jones International Shares
free and clear of any Lien.
(d) No approval, authorization, consent or filing is required in
connection with the execution, delivery and performance of this Agreement
by such Seller, except as may be required under the Securities Exchange Act
of 1934, as amended.
(e) The execution, delivery and performance of this Agreement by such
Seller does not contravene or conflict with any agreement, contract or
other instrument, or any law, rule, regulation, order or decree, binding
upon or applicable to such Seller.
3. Acknowledgment and Release. Each Seller acknowledges that Buyer has made
available to such Seller all information requested by such Seller relating to
the Company and the value of its Shares. Each Seller hereby releases Buyer and
its affiliates from any claims relating to the Purchase Price being paid for its
Shares, including any claim that Buyer may be in possession of material
information that has not been disclosed to such Seller. The parties acknowledge
and agree that, except as expressly set forth herein, no party makes any
warranty or representation, express or implied or arising by operation of law in
connection with the transactions provided for herein.
4. Indemnity. The Seller's hereby jointly and severally agree to indemnify,
defend and hold harmless Buyer and its affiliates against any and all losses,
expenses, damages, injuries, judgments, claims, liabilities and costs (including
without limitation reasonable attorneys' fees and costs and the
2
reasonable costs of enforcing this indemnity) arising from or relating to any
inaccuracy in any representation or warranty of either Seller or any breach by
either Seller of any covenant, acknowledgement, undertaking or agreement set
forth herein.
5. Miscellaneous. (a) Each Seller agrees to provide reasonable cooperation
to Buyer in executing and delivering all further documents necessary to effect
the purchase and sale of its Shares.
(b) Any provision of this Agreement may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by both parties hereto.
(c) This agreement shall be binding upon and inure to the benefit of each
of the parties and their respective heirs, administrators, successors, assigns
and legal representatives.
(d) This Agreement shall be construed in accordance with and governed by
the laws of the State of New York, without regard to the conflicts of law rules
of such state.
(e) This Agreement may be executed in counterparts each of which shall be
an original with the same effects as if the signatures thereto and hereto were
upon the same instrument. No provision of this Agreement is intended to confer
upon any Person other than the parties hereto any rights or remedies hereunder.
(f) This Agreement constitutes the entire agreement and understanding among
the parties hereto and supersedes any and all prior agreements and
understandings, written or oral, relating to the subject matter hereof.
3
IN WITNESS WHEREOF, each of the undersigned has duly executed this
Agreement as of the date first set forth above.
COMCAST CORPORATION
By: /s/ William E. Dordelman
------------------------------
Name: William E. Dordelman
Title: Vice President - Finance
/s/ Glenn R. Jones
-----------------------------------
Glenn R. Jones
JONES INTERNATIONAL LTD.
By: /s/ Glenn R. Jones
------------------------------
Name: Glenn R. Jones
Title: Chief Executive Officer