ITEM 1. BUSINESS -----------------
The Partnership. Cable TV Fund 15-A, Ltd. (the "Partnership") is a Colorado limited partnership that was formed pursuant to the public offering of limited partnership interests in the Cable TV Fund 15 Limited Partnership Program, which was sponsored by Jones Intercable, Inc. (the "General Partner"). The Partnership was formed for the purpose of acquiring and operating cable television systems.
The Partnership does not currently own any cable television systems. In February 1999, the Partnership sold its cable television systems serving the areas in and around the communities of Barrington, Lake Barrington, Deer Park, Long Grove, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Cook, Kane and Lake Counties, all in the State of Illinois (the "Barrington System") and the cable television systems serving the areas in and around the municipalities of Flossmoor, La Grange, La Grange Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing, Matteson, Richton Park, Crete, University Park, Olympia Fields, Western Springs and certain areas of Cook and Will Counties, all in the State of Illinois (the "South Suburban System"). See Disposition of Cable Television Systems below.
It is anticipated that Comcast Corporation ("Comcast") will acquire a controlling interest in the General Partner during April 1999. As a result of this transaction, it is expected that the current management of the General Partner and a majority of the Board of Directors of the General Partner will be replaced by Comcast.
Disposition of Cable Television Systems.
On February 26, 1999, the Partnership sold its Barrington System and its South Suburban System to an unaffiliated party for $174,979,350, subject to customary closing adjustments. The sale was approved by the holders of a majority of the limited partnership interests of the Partnership.
The contract sales price of $175,000,000 was reduced $20,650, or $2,065 for each equivalent basic subscriber less than 84,750 at closing. The Barrington System and South Suburban System had, in total, only 84,740 basic equivalent subscribers, as defined in the asset purchase agreement, at closing. From the proceeds of the sales, the Partnership repaid all of its indebtedness, which totaled $84,097,773, paid a brokerage fee to The Intercable Group, Ltd., a subsidiary of the General Partner, totaling approximately $4,374,484, representing 2.5 percent of the $174,979,350 adjusted total sales price, for acting as a broker in this transaction, settled working capital adjustments, and deposited $5,298,000 into an interest-bearing indemnity escrow account. The Partnership will distribute the remaining sale proceeds of $82,551,081 to the Partnership's limited partners of record as of February 26, 1999. This distribution will be made in March 1999 and will provide the limited partners an approximate return of $387 for each $500 limited partnership interest, or $774 for each $1,000 invested in the Partnership. Because limited partners will not receive distributions in an amount equal to 100 percent of the capital initially contributed to the Partnership by the limited partners plus an amount equal to 6 percent per annum, cumulative and noncompounded, on an amount equal to their initial capital contributions, the General Partner will not receive a general partner distribution from the proceeds of the sale of the Barrington System and the South Suburban System.
The $5,298,000 of the sale proceeds placed in the interest-bearing indemnity escrow account will remain in escrow from the closing date until November 15, 1999 as security for the Partnership's agreement to indemnify the buyer under the asset purchase agreement. The Partnership's primary exposure, if any, will relate to the representations and warranties made about the Barrington System and the South Suburban 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 escrow period plus interest earned on the escrowed funds will be returned to the Partnership. From this amount, the Partnership will pay any remaining liabilities and the Partnership will then distribute the balance to the Partnership's limited partners. The Partnership will continue in existence at least until any amounts remaining from the indemnity escrow account have been distributed. Since the Barrington System and the South Suburban System represented the only operating assets of the Partnership, the Partnership will be liquidated and dissolved upon the final distribution of any amounts remaining from the indemnity escrow account, most likely in the fourth quarter of 1999. If any disputes with respect to the indemnification arise, the Partnership would not be dissolved until such disputes were resolved, which could result in the Partnership continuing in existence beyond 1999.
Because transferees of limited partnership interests following the record date for the distribution of the proceeds from the sale of the Barrington System and the South Suburban System (February 26, 1999) would not be entitled to any distributions from the Partnership, a transfer of limited partnership interests following such record date would have no economic value. The General Partner therefore has determined that, pursuant to the authority granted to it by the Partnership's limited partnership agreement, the General Partner will approve no transfers of limited partnership interests after February 26, 1999.
ITEM 2.
ITEM 2. PROPERTIES -------------------
The Partnership does not currently own any cable television systems.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS --------------------------
None.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ------------------------------------------------------------
The sales of the Barrington System and the South Suburban System were subject to the approval of the holders of a majority of the limited partnership interests of the Partnership. A vote of the limited partners was conducted by the General Partner by mail in November and December 1998. Limited partners of record as of the close of business on October 15, 1998 were entitled to notice of, and to participate in, this vote of limited partners. Following are the results of the vote of the limited partners:
PART II. --------
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK ------------------------------------------------- AND RELATED SECURITY HOLDER MATTERS -----------------------------------
While the Partnership is publicly held, there is no public market for the limited partnership interests, and it is not expected that a market will develop in the future. During 1998, limited partners of the Partnership conducted registered and unregistered tender offers for interests in the Partnership at prices ranging from $180 to $300 per interest. As of February 16, 1999, the number of equity security holders in the Partnership was 11,026.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - ------- ----------------------------------------------------------------------- OF OPERATIONS -------------
CABLE TV FUND 15-A, LTD. ------------------------
The following discussion of the financial condition and results of operations of Cable TV Fund 15-A, Ltd. (the "Partnership") contains, in addition to historical information, forward-looking statements that are based upon certain assumptions and are subject to a number of risks and uncertainties. The Partnership's actual results may differ significantly from the results predicted in such forward-looking statements.
FINANCIAL CONDITION - -------------------
On February 26, 1999, the Partnership sold its Barrington System and South Suburban System to an unaffiliated party for $174,979,350, subject to customary closing adjustments. The contract sales price of $175,000,000 was reduced $20,650, or $2,065 for each equivalent basic subscriber less than 84,750 at closing. The Barrington System and the South Suburban System had, in total, only 84,740 basic equivalent subscribers, as defined in the asset purchase agreement, at closing.
Upon the closing of the sale of the Barrington System and the South Suburban System, the Partnership repaid all of its indebtedness, which totaled $84,079,773, paid a brokerage fee to The Intercable Group, Ltd., a wholly owned subsidiary of Jones Intercable, Inc. (the "General Partner"), totaling approximately $4,374,484, representing 2.5 percent of the $174,979,350 adjusted sales price, for acting as a broker in this transaction, settled working capital adjustments, and then deposited $5,298,000 into an interest-bearing indemnity escrow account. The remaining net sale proceeds totaling $82,551,081 will be distributed to the Partnership's limited partners of record as of the closing date of the sale of the Barrington System and the South Suburban System. This distribution will give the Partnership's limited partners an approximate return of $387 for each $500 limited partnership interest, or $774 for each $1,000 invested in the Partnership. Because limited partners will not receive distributions in an amount equal to 100 percent of the capital initially contributed to the Partnership by the limited partners plus an amount equal to 6 percent per annum, cumulative and noncompounded, on an amount equal to their initial capital contributions, the General Partner will not receive a general partner distribution from the sale of the Barrington System and the South Suburban System.
The $5,298,000 of the sale proceeds placed in the indemnity escrow account will remain in escrow from the closing date until November 15, 1999 as security for the Partnership's agreement to indemnify the buyer under the asset purchase agreement. The Partnership's primary exposure, if any, will relate to the representations and warranties to be made about the Barrington System and the South Suburban 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 escrow period plus interest earned on the escrowed funds will be returned to the Partnership. From this amount, the Partnership will pay any remaining liabilities and it will then distribute the balance to the Partnership's limited partners. The Partnership will continue in existence at least until any amounts remaining from the indemnity escrow account have been distributed. Since the Barrington System and the South
Suburban System represented the only operating assets of the Partnership, the Partnership will be liquidated and dissolved upon the final distribution of any amounts remaining from the indemnity escrow account, most likely in the fourth quarter of 1999. If any disputes with respect to indemnification arise, the Partnership would not be dissolved until such disputes were resolved, which could result in the Partnership continuing in existence beyond 1999.
For the year ended December 31, 1998, the Partnership generated net cash from operating activities totaling $6,241,823, which is available to fund capital expenditures and non-operating costs. Capital expenditures totaled approximately $6,639,400 in 1998. Approximately 42 percent of these expenditures was for service drops to homes. New plant construction related to new homes passed accounted for approximately 20 percent. The remainder of the expenditures was for other capital expenditures to maintain the value of the Partnership's systems until they were sold. Funding for these expenditures was provided by cash generated from operations, cash on hand and borrowings from the Partnership's credit facility. Expected capital expenditures for the first two months of 1999 were approximately $960,000. Approximately 50 percent of the expected capital expenditures was for service drops to homes. Approximately 11 percent of the expected capital expenditures was for new plant construction related to new homes passed. The remainder of the expected expenditures was for other capital expenditures to maintain the value of the Partnership's systems until they were sold. Funding for these expenditures was expected to be provided by cash on hand and cash generated from operations. The Partnership was obligated to the buyer of the systems to conduct its business in the ordinary course until the Barrington System and South Suburban System were sold.
At December 31, 1998, $83,900,000 was outstanding under the Partnership's $85,000,000 revolving credit facility. The entire outstanding balance of the revolving credit facility was repaid on February 26, 1999 with proceeds from the sales of the Barrington System and the South Suburban System. Interest was at the Partnership's option of Prime plus 1/2 percent, the London Interbank Offered Rate plus 1-1/2 percent or the Certificate of Deposit Rate plus 1-5/8 percent. The effective interest rates on outstanding obligations as of December 31, 1998 and 1997 were 6.81 percent and 7.34 percent, respectively.
Year 2000 Issue - ---------------
The Year 2000 issue is the result of many computer programs being written such that they will malfunction when reading a year of "00." This problem could cause system failure or miscalculations causing disruptions of business processes. Due to the Barrington System and the South Suburban System sales on February 26, 1999, and the planned liquidation and dissolution of the Partnership in 1999, the Year 2000 issue will not have a material effect on the Partnership.
RESULTS OF OPERATIONS - ---------------------
1998 compared to 1997 ---------------------
Revenues of the Partnership increased $727,102, or approximately 2 percent, to $40,515,010 in 1998 from $39,787,908 in 1997. The increase in revenues was primarily due to basic service rate increases implemented in the Partnership's systems and an increase in advertising sales revenues and was partially offset by a decrease in premium and pay-per-view revenues. This increase would have been higher except for the Barrington System's competition from Ameritech.
Operating expenses consist primarily of costs associated with the operation and administration of the Partnership's cable television systems. The principal cost components are salaries paid to system personnel, programming expenses, professional fees, subscriber billing costs, rent for leased facilities, cable system maintenance expenses and marketing expenses.
Operating expenses increased $635,258, or approximately 3 percent, to $22,649,773 in 1998 from $22,014,515 in 1997. Increases in plant related and advertising sales related expenses primarily accounted for the increase in operating expenses. No other individual factor contributed significantly to the increase in operating expenses. Operating expenses represented approximately 56 percent and 55 percent of revenues in 1998 and 1997, respectively.
Management fees and allocated overhead from the General Partner increased $278,152, or approximately 7 percent, to $4,481,141 in 1998 from $4,202,989 in 1997. This increase was due to an increase in revenues, upon which such fees and allocations are based.
Depreciation and amortization expense decreased $1,763,056, or approximately 14 percent, to $10,777,091 in 1998 from $12,540,147 in 1997. This decrease was due to the maturation of a portion of the Partnership's intangible asset base.
The Partnership's operating income increased $1,576,748 to $2,607,005 in 1998 compared to $1,030,257 in 1997. This increase was a result of the increase in revenues and the decrease in depreciation and amortization expense exceeding the increases in operating expenses and management fees and allocated overhead from the General Partner.
Interest expense decreased $206,799, or approximately 3 percent, to $6,054,305 in 1998 from $6,261,104 in 1997. This decrease was due to lower interest rates on interest bearing obligations.
Net loss decreased $1,321,659, or approximately 26 percent, to $3,845,819 in 1998 from $5,167,478 in 1997. This change was due to the factors discussed above.
1997 compared to 1996 ---------------------
Revenues of the Partnership increased $2,507,175, or approximately 7 percent, to $39,787,908 in 1997 from $37,280,733 in 1996. Basic service rate increases implemented in the Partnership's systems combined with an increase in the number of basic subscribers primarily accounted for the increase in revenues. Basic service rate increases implemented in the Partnership's systems accounted for approximately 48 percent of the increase in revenues. An increase in the number of basic subscribers in the Partnership's systems accounted for approximately 36 percent of the increase in revenues. The number of basic service subscribers increased by 1,396 subscribers, or approximately 2 percent, to 84,134 subscribers in 1997 from 82,738 subscribers in 1996. No other individual factor was significant to the increase in revenues.
Operating expenses of the Partnership increased $1,010,719, or approximately 5 percent, to $22,014,515 in 1997 from $21,003,796 in 1996. Increases in programming fees primarily accounted for the increase in operating expenses. No other individual factor was significant to the increase in operating expenses. Operating expenses represented approximately 55 percent of revenue in 1997 compared to approximately 56 percent in 1996.
Management fees and allocated overhead from the General Partner decreased $70,897, or approximately 2 percent, to $4,202,989 in 1997 from $4,273,886 in 1996. This decrease was primarily due to a decrease in allocated expenses from the General Partner.
Depreciation and amortization expense decreased $8,789,092, or approximately 41 percent, to $12,540,147 in 1997 from $21,329,239 in 1996 due to the maturation of a portion of the Partnership's intangible asset base.
The Partnership recorded operating income of $1,030,257 in 1997 compared to an operating loss of $9,326,188 in 1996. This change was primarily the result of the decrease in depreciation and amortization expense.
Interest expense decreased $190,544, or approximately 3 percent, to $6,261,104 in 1997 from $6,451,648 in 1996. This decrease was due to lower outstanding balances on interest bearing obligation.
Net loss decreased $11,026,188, or approximately 68 percent, to $5,167,478 in 1997 from $16,193,666 in 1996. This decrease was due to the factors discussed above.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK - -------------------------------------------------------------------
Interest Rate risk
The Partnership utilizes variable rate long-term debt from its credit facility to partially finance capital expenditures. Such debt arrangements expose the Partnership to market risk related to changes in interest rates. The Partnership repaid all amounts outstanding on its credit facility upon the sale of the Barrington System and the South Suburban System in 1999. Therefore, the Partnership's risk from changes in interest rates is not expected to be significant.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS - -----------------------------
The audited financial statements of the Partnership for the year ended December 31, 1998 follow.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------
To the Partners of Cable TV Fund 15-A, Ltd.:
We have audited the accompanying balance sheets of CABLE TV FUND 15-A, LTD. (a Colorado limited partnership) as of December 31, 1998 and 1997, and the related statements of operations, partners' deficit and cash flows for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the General Partner's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cable TV Fund 15-A, Ltd. as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado, March 12, 1999.
CABLE TV FUND 15-A, LTD. ------------------------ (A Limited Partnership)
BALANCE SHEETS --------------
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 15-A, LTD. ------------------------ (A Limited Partnership)
BALANCE SHEETS --------------
The accompanying notes to financial statements are an integral part of these balance sheets.
CABLE TV FUND 15-A, LTD. ------------------------ (A Limited Partnership)
STATEMENTS OF OPERATIONS ------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 15-A, LTD. ------------------------ (A Limited Partnership)
STATEMENTS OF PARTNERS' DEFICIT -------------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 15-A, LTD. ------------------------ (A Limited Partnership)
STATEMENTS OF CASH FLOWS ------------------------
The accompanying notes to financial statements are an integral part of these statements.
CABLE TV FUND 15-A, LTD. ------------------------ (A Limited Partnership)
NOTES TO FINANCIAL STATEMENTS -----------------------------
(1) ORGANIZATION AND PARTNERS' INTERESTS ------------------------------------
Formation and Business ----------------------
Cable TV Fund 15-A, Ltd. (the "Partnership"), a Colorado limited partnership, was formed on February 9, 1989, under a public program sponsored by Jones Intercable, Inc. ("Intercable"). The Partnership was formed to acquire, construct, develop and operate cable television systems. Intercable, a publicly held Colorado corporation, is the "General Partner" and manager of the Partnership. Intercable and its subsidiaries also own and operate cable television systems. In addition, Intercable manages cable television systems for other limited partnerships for which it is the general partner and, also, for affiliated entities.
Partnership Acquisitions ------------------------
The Partnership owned the cable television systems serving the communities of Barrington, Lake Barrington, Deer Park, Long Grove, Elgin, South Elgin, Hawthorn Woods, Kildeer, Lake Zurich, Indian Creek, Vernon Hills and certain unincorporated areas of Cook, Kane and Lake Counties, all in the State of Illinois (the "Barrington System") and the cable television systems serving the communities of Flossmoor, LaGrange, LaGrange Park, Riverside, Indianhead Park, Hazel Crest, Thornton, Lansing, Matteson, Richton Park, University Park, Crete, Olympia Fields and Western Springs and certain areas of Cook and Will Counties, all in the State of Illinois (the "South Suburban System"). These systems were subsequently sold on February 26, 1999 (discussed below).
Cable Television System Sales -----------------------------
On February 26, 1999, the Partnership sold its Barrington System and South Suburban System to an unaffiliated party for $174,979,350, subject to customary closing adjustments. The contract sales price of $175,000,000 was reduced $20,650, or $2,065 for each equivalent basic subscriber less than 84,750 at closing. The Barrington System and South Suburban System had, in total, only 84,740 basic equivalent subscribers, as defined in the asset purchase agreement, at closing.
Upon the closing of the sale of the Barrington System and the South Suburban System, the Partnership repaid all of its indebtedness, which totaled $84,079,773, paid a brokerage fee to The Intercable Group, Ltd., a wholly owned subsidiary of Intercable, totaling approximately $4,374,484, representing 2.5 percent of the $174,979,350 adjusted sales price, for acting as a broker in this transaction, settled working capital adjustments, and then deposited $5,298,000 into an interest-bearing indemnity escrow account. The remaining net sale proceeds totaling $82,551,081 will be distributed to the Partnership's limited partners of record as of the closing date of the sale of the Barrington System and the South Suburban System. This distribution will give the Partnership's limited partners an approximate return of $387 for each $500 limited partnership interest, or $774 for each $1,000 invested in the Partnership. Because limited partners will not receive distributions in an amount equal to 100 percent of the capital initially contributed to the Partnership by the limited partners plus an amount equal to 6 percent per annum, cumulative and noncompounded, on an amount equal to their initial capital contributions, the General Partner will not receive a general partner distribution from the sale of the Barrington System and the South Suburban System.
The $5,298,000 of the sale proceeds placed in the indemnity escrow account will remain in escrow from the closing date until November 15, 1999 as security for the Partnership's agreement to indemnify the buyer under the asset purchase agreement. The Partnership's primary exposure, if any, will relate to the representations and warranties to be made about the Barrington System and the South Suburban 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 escrow period plus interest earned on the escrowed funds will be returned to the Partnership. From this amount, the Partnership will pay any remaining liabilities and it will then distribute the balance to the Partnership's limited partners. The Partnership will continue in existence at least until any amounts remaining from the indemnity escrow account have been distributed. Since the Barrington System and the South Suburban System represented the only operating assets of the Partnership, the Partnership will be liquidated and dissolved
upon the final distribution of any amounts remaining from the indemnity escrow account, most likely in the fourth quarter of 1999. If any disputes with respect to indemnification arise, the Partnership would not be dissolved until such disputes were resolved, which could result in the Partnership continuing in existence beyond 1999.
Contributed Capital, Commissions and Syndication Costs ------------------------------------------------------
The capitalization of the Partnership is set forth in the accompanying statements of partners' deficit. No limited partner is obligated to make any additional contribution to partnership capital.
Intercable purchased its interest in the Partnership by contributing $1,000 to partnership capital.
All profits and losses of the Partnership are allocated 99 percent to the limited partners and 1 percent to Intercable, except for income or gain from the sale or disposition of cable television properties, which will be allocated to the partners based upon the formula set forth in the Partnership's partnership agreement, and interest income earned prior to the first acquisition by the Partnership of a cable television system, which was allocated 100 percent to the limited partners.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------
Accounting Records ------------------
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles. The Partnership's tax returns are also prepared on the accrual basis.
The preparation of financial statements in conformity with generally accepted accounting principles requires the General Partner's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Property, Plant and Equipment -----------------------------
Depreciation of property, plant and equipment is provided primarily using the straight-line method over the following estimated service lives:
Cable distribution systems 5 - 15 years Equipment and tools 5 - 7 years Office furniture and equipment 3 - 5 years Buildings 30 years Vehicles 3 - 4 years
Replacements, renewals and improvements are capitalized and maintenance and repairs are charged to expense as incurred.
Property, plant and equipment and the corresponding accumulated depreciation are written off as certain assets become fully depreciated and are no longer in service.
Intangible Assets -----------------
Costs assigned to franchises, subscriber lists and costs in excess of interests in net assets purchased are being amortized using the straight-line method over the following remaining estimated useful lives:
Franchise costs 1 - 10 years Costs in excess of interests in net assets purchased 33 years
Revenue Recognition -------------------
Subscriber prepayments are initially deferred and recognized as revenue when earned.
(3) TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES ----------------------------------------------------
Management Fees, Distribution Ratios and Reimbursements -------------------------------------------------------
The General Partner managed the Partnership and received a fee for its services equal to 5 percent of the gross revenues of the Partnership, excluding revenues from the sale of cable television systems or franchises. Management fees paid to the General Partner by the Partnership for the years ended December 31, 1998, 1997 and 1996 were $2,025,751, $1,989,395 and $1,864,037, respectively. The General Partner has not received and will not receive a management fee after February 26, 1999.
Any Partnership distributions made from cash flows (defined as cash receipts derived from routine operations, less debt principal and interest payments and cash expenses) are allocated 99 percent to the limited partners and 1 percent to Intercable. Any distributions other than interest income on limited partner subscriptions earned prior to the acquisition of the Partnership's first cable television system or from cash flow, such as from the sale or refinancing of a system or upon dissolution of the Partnership, will be made as follows: first, to the limited partners in an amount which, together with all prior distributions, will equal the amount initially contributed to the Partnership capital by the limited partners and Intercable; second, to the limited partners which, together with all prior distributions, will equal a 6 percent per annum cumulative and noncompounded return on the capital contributions of the limited partners; the balance, 75 percent to the limited partners and 25 percent to Intercable.
The Partnership reimbursed the General Partner for certain allocated overhead and administrative expenses. These expenses represented the salaries and related benefits paid for corporate personnel, rent, data processing services and other corporate facilities costs. Such personnel provided engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership. Such services, and their related costs, were necessary to the operations of the Partnership and would have been incurred by the Partnership if it was a stand alone entity. Allocations of personnel costs were based primarily on actual time spent by employees of the General Partner with respect to each partnership managed. Remaining expenses were allocated based on the pro rata relationship of the Partnership's revenues to the total revenues of all systems owned or managed by the General Partner and certain of its subsidiaries. Systems owned by the General Partner and all other systems owned by partnerships for which Intercable is the general partner were also allocated a proportionate share of these expenses. The General Partner believes that the methodology used in allocating overhead and administrative expenses was reasonable. Reimbursements by the Partnership to the General Partner for allocated overhead and administrative expenses for the years ended December 31, 1998, 1997 and 1996 were $2,455,390, $2,213,594 and $2,409,849, respectively. The Partnership will continue to reimburse the General Partner for actual time spent on Partnership business by employees of the General Partner until the Partnership is liquidated and dissolved, but the Partnership will not bear a revenue-based allocation of overhead and administrative expenses beyond February 26, 1999.
The Partnership was charged interest during 1998 at an average interest rate of 7.05 percent on the amounts due the General Partner, which approximated the General Partner's weighted average cost of borrowing. Total interest charged to the Partnership by the General Partner for the years ended December 31, 1998, 1997 and 1996 was $20,857, $28,297 and $273,827, respectively.
Payments to/from Affiliates for Programming Services ----------------------------------------------------
The Partnership has received programming from Superaudio, Knowledge TV, Inc., Jones Computer Network, Ltd., Great American Country, Inc. and Product Information Network, all of which are affiliates of the General Partner.
Payments to Superaudio totaled $37,096, $29,315 and $12,783 in 1998, 1997 and 1996, respectively. Payments to Knowledge TV, Inc. totaled $66,195, $61,405 and $54,086 in 1998, 1997 and 1996, respectively. Payments to Jones Computer Network, Ltd., whose service was discontinued in April 1997, totaled $40,501 and $60,617 in 1997 and 1996, respectively. Payments to Great American Country, Inc. totaled $63,928, $63,014 and $3,937 in 1998, 1997 and 1996, respectively.
The Partnership received a commission from Product Information Network based on a percentage of advertising revenue and number of subscribers. Product Information Network paid commissions to the Partnership totaling $93,678, $88,862 and $56,078 in 1998, 1997 and 1996, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT -----------------------------
Property, plant and equipment as of December 31, 1998 and 1997, consisted of the following:
At December 31, 1998, $83,900,000 was outstanding under the Partnership's $85,000,000 revolving credit facility. The entire outstanding balance of the revolving credit facility was repaid on February 26, 1999 with proceeds from the sales of the Barrington System and the South Suburban System. Interest was at the Partnership's option of Prime plus 1/2 percent, the London Interbank Offered Rate plus 1-1/2 percent or the Certificate of Deposit Rate plus 1-5/8 percent. The effective interest rates on outstanding obligations as of December 31, 1998 and 1997 were 6.81 percent and 7.34 percent, respectively.
At December 31, 1998 and 1997, the carrying amount of the Partnership's long-term debt did not differ significantly from the estimated fair value of the financial instruments. The fair value of the Partnership's long-term debt is estimated based on the discounted amount of future cash flows using the Partnership's current incremental rate of borrowing for a similar liability as well as on other factors.
(6) INCOME TAXES ------------
Income taxes have not been recorded in the accompanying financial statements because they accrue directly to the partners. The federal and state income tax returns of the Partnership are prepared and filed by Intercable.
The Partnership's tax returns, the qualification of the Partnership as such for tax purposes, and the amount of distributable Partnership income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes with respect to the Partnership's qualification as such, or in changes with respect to the Partnership's recorded income or loss, the tax liability of the general and limited partners would likely be changed accordingly.
Taxable income (loss) reported to the partners is different from that reported in the statements of operations due to the difference in depreciation recognized under generally accepted accounting principles and the expense allowed for tax purposes under the Modified Accelerated Cost Recovery System (MACRS). There are no other significant differences between taxable income (loss) and the net income (loss) reported in the statements of operations.
(7) COMMITMENTS AND CONTINGENCIES -----------------------------
Office and other facilities are rented under various long-term lease arrangements. Rent paid under such lease arrangements totaled $183,926, $135,330 and $123,430, respectively, for the years ended December 31, 1998, 1997 and 1996.
From the sales of the Barrington System and the South Suburban System, a portion of the sales proceeds totaling $5,298,000 was placed in an interest- bearing indemnity escrow account and will remain in escrow from the closing date until November 15, 1999 as security for the Partnership's agreement to indemnify the buyer under the asset purchase agreement. The Partnership's primary exposure, if any, will relate to the representations and warranties to be made about the Barrington System and the South Suburban 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 escrow period plus interest earned on the escrowed funds will be returned to the Partnership. From this amount, the Partnership will pay any remaining liabilities and it will then distribute the balance to the Partnership's limited partners.
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION -----------------------------------------
Supplementary profit and loss information is presented below:
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON --------------------------------------------------------- ACCOUNTING AND FINANCIAL DISCLOSURE -----------------------------------
None.
PART III. ---------
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ------------------------------------------------------------
The Partnership itself has no officers or directors. Certain information concerning the directors and executive officers of the General Partner is set forth below. Directors of the General Partner serve until the next annual meeting of the General Partner and until their successors shall be elected and qualified.
Mr. Glenn R. Jones has served as Chairman of the Board of Directors and Chief Executive Officer of the General Partner since its formation in 1970, and he was President from June 1984 until April 1988. Mr. Jones is the sole shareholder, President and Chairman of the Board of Directors of Jones International, Ltd. He is also Chairman of the Board of Directors of the subsidiaries of the General Partner and of certain other affiliates of the General Partner. Mr. Jones has been involved in the cable television business in various capacities since 1961, and he is a member of the Board of Directors and of the Executive Committee of the National Cable Television Association. In addition, Mr. Jones is a member of the Board and Education Council of the National Alliance of Business. Mr. Jones is also a founding member of the James Madison Council of the Library of Congress. Mr. Jones has been the recipient of several awards including: the Grand Tam Award in 1989, the highest award from the Cable Television Administration and Marketing Society; the President's Award from the Cable Television Public Affairs Association in recognition of Jones International's educational efforts through Mind Extension University (now Knowledge TV); the Donald G. McGannon Award for the advancement of minorities and women in cable from the United Church of Christ Office of Communications; the STAR Award from American Women in Radio and Television, Inc. for exhibition of a commitment to the issues and concerns of women in television and radio; the Cableforce 2000 Accolade awarded by Women in Cable in recognition of the General Partner's innovative employee programs; the Most Outstanding Corporate Individual Achievement Award from the International Distance Learning Conference for his contributions to distance education; the Golden Plate Award from the American Academy of Achievement for his advances in distance education; the Man of the Year named by the Denver chapter of the Achievement Rewards for College Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's Hall of Fame.
Mr. James B. O'Brien, the General Partner's President, joined the General Partner in January 1982. Prior to being elected President and a director of the General Partner in December 1989, Mr. O'Brien served as a division manager, director of operations planning/assistant to the CEO, Fund Vice President and Group Vice President/Operations. Mr. O'Brien was appointed to the General Partner's Executive Committee in August 1993. As President, he is responsible for the day-to-day operations of the cable television systems managed and owned by the General Partner. Mr. O'Brien is a board member of Cable Labs, Inc., the research arm of the U.S. cable television industry. He also serves as Chairman of the Board of Directors of CTAM: The Marketing Society for the Cable Telecommunications Industry and as an executive director of the Walter Kaitz Foundation, a foundation that places people of ethnic minority groups in positions with cable television systems, networks and vendor companies. Mr. O'Brien's numerous industry recognitions include a CTAM Tami Award for marketing excellence, a Women In Cable and Telecommunications Accolade Award recognizing his leadership efforts on behalf of women in the telecommunications industry, The President's Award for Leadership from the Illinois Cable and Telecommunications Association and a Lifetime Achievement Award from The National Association of Minorities in Communications. Additionally, Mr. O'Brien is a member of The Society of UK Cable Pioneers.
Ms. Ruth E. Warren joined the General Partner in August 1980 and has served in various operational capacities, including system marketing manager, director of marketing, assistant division manager, regional vice president and Fund Vice President, since then. Ms. Warren was elected Group Vice President/Operations of the General Partner in September 1990. Ms. Warren is a past president of Women in Cable & Telecommunications and past Chairman of the Women in Cable Foundation. She serves as the Vice Chair of Five Points Media Center Board and on the Corporate Advisory Board of Planned Parenthood of the Rocky Mountains and the Advisory Board for Girls Count. In 1995, Ms. Warren received the Corporate Business Woman of the Year Award from the Colorado Women's Chamber of Commerce, and in 1998 Ms. Warren received the Vanguard Award for Distinguished Leadership from the National Cable Television Association.
Mr. Kevin P. Coyle joined The Jones Group, Ltd. in July 1981 as Vice President/Financial Services. In September 1985, he was appointed Senior Vice President/Financial Services. He was elected Treasurer of the General Partner in August 1987, Vice President/Treasurer in April 1988 and Group Vice President/Finance and Chief Financial Officer in October 1990. From 1978 to 1981 Mr. Coyle was employed by American Television and Communications (now Time Warner Cable), and from 1974 to 1978 he was an associate at Haskins & Sells (now Deloitte & Touche LLP).
Ms. Cynthia A. Winning joined the General Partner as Group Vice President/Marketing in December 1994. Previous to joining the General Partner, Ms. Winning served since 1994 as the President of PRS Inc., Denver, Colorado, a sports and event marketing company. From 1979 to 1981 and from 1986 to 1994, Ms. Winning served as the Vice President and Director of Marketing for Citicorp Retail Services, Inc., a provider of private-label credit cards for ten national retail department store chains. From 1981 to 1986, Ms. Winning was the Director of Marketing Services for Daniels & Associates cable television operations, as well as the Western Division Marketing Director for Capital Cities Cable.
Ms. Elizabeth M. Steele joined the General Partner in August 1987 as Vice President/General Counsel and Secretary. From August 1980 until joining the General Partner, Ms. Steele was an associate and then a partner at the Denver law firm of Davis, Graham & Stubbs, which serves as counsel to the General Partner.
Mr. Wayne H. Davis joined the General Partner in August 1983 and has served in various technical operations positions, including System Engineering Manager, Fund Engineering Manager, Senior Director/Technical Operations, and Vice President/Technical Operations since then. Mr. Davis was elected Vice President/Engineering in June 1998. He is past Vice President of the Upstate New York Chapter of the Society of Cable Telecommunications Engineers. Mr. Davis has received certification from the Society of Cable Telecommunications Engineers, Broadband Cable Telecommunications Engineering Program and the National Cable Television Institute's Technology Program.
Mr. Larry Kaschinske joined the General Partner in 1984 as a staff accountant in the General Partner's former Wisconsin Division, was promoted to Assistant Controller in 1990, named Controller in August 1994 and was elected Vice President/Controller in June 1996.
Mr. Robert E. Cole was appointed a director of the General Partner in March 1996. Mr. Cole is currently self-employed as a partner of First Variable Insurance Marketing and is responsible for marketing to National Association of Securities Dealers, Inc. firms in northern California, Oregon, Washington and Alaska. From 1993 to 1995, Mr. Cole was the Director of Marketing for Lamar Life Insurance Company; from 1992 to 1993, Mr. Cole was Senior Vice President of PMI Inc., a third party lender serving the special needs of Corporate Owned Life Insurance (COLI) and from 1988 to 1992, Mr. Cole was the principal and co- founder of a specialty investment banking firm that provided services to finance the ownership and growth of emerging companies, productive assets and real property. Mr. Cole is a Certified Financial Planner and a former United States Naval Aviator.
Mr. William E. Frenzel was appointed a director of the General Partner in April 1995. Mr. Frenzel has been a Guest Scholar since 1991 with the Brookings Institution, a research organization located in Washington D.C. Until his retirement in January 1991, Mr. Frenzel served for twenty years in the United States House of Representatives, representing the State of Minnesota, where he was a member of the House Ways and Means Committee and its Trade Subcommittee, the Congressional Representative to the General Agreement on Tariffs and Trade (GATT), the Ranking Minority Member on the House Budget Committee and a member of the National Economic Commission. Mr. Frenzel also served in the Minnesota Legislature for eight years. He is Vice Chairman of the Eurasia Foundation, a Board Member of the U.S.-Japan Foundation, the Close-Up Foundation, Sit Mutual Funds, Logistics Management Institute and Chairman of the Japan-America Society of Washington.
Mr. Josef J. Fridman was appointed a director of the General Partner in February 1998. Mr. Fridman is currently Chief Legal Officer of Bell Canada and of BCE Inc., Canada's largest telecommunications company. Mr. Fridman joined Bell Canada, a wholly owned subsidiary of BCE Inc., in 1969, and has held increasingly senior positions with Bell Canada and BCE Inc. since such time. Mr. Fridman has held his current position since March 1998. Mr. Fridman's directorships include Alouette Telecommunications Inc., Telesat Canada, TMI Communications, Inc., Telebec Itee, BCI Telecom Holding Inc. and BCE Corporate Services Inc. He is a member of the Quebec Bar Association, the Canadian, American and International Bar Associations and the Lord Reading Law Society. Mr. Fridman is a governor of the Quebec Bar Foundation.
Mr. Donald L. Jacobs was appointed a director of the General Partner in April 1995. Mr. Jacobs is a retired executive officer of TRW. Prior to his retirement, he was Vice President and Deputy Manager of the Space and Defense Sector; prior to that appointment, he was the Vice President and General Manager of the Defense Systems Group and prior to his appointment as Group General Manager, he was President of ESL, Inc., a wholly owned subsidiary of TRW. During his career, Mr. Jacobs served on several corporate, professional and civic boards.
Mr. Robert Kearney was appointed a director and a member of the Executive Committee of the General Partner in July 1997. Mr. Kearney is a retired executive officer of Bell Canada. Prior to his retirement in December 1993, Mr. Kearney was the President and Chief Executive Officer of Bell Canada. He served as Chairman of BCE Canadian Telecom Group in 1994 and as Deputy Chairman of BCI Management Limited in 1995. He currently serves as a Director of MPACT, a Canadian electronic commerce company. During his career, Mr. Kearney served in a variety of capacities in the Canadian, American and International Standards organizations, and he has served on several corporate, professional and civic boards.
Mr. James J. Krejci is President and CEO of Comtect International, Inc., a company in the specialized mobile radio services business, headquartered in Denver, Colorado. Prior to joining Comtec International, Inc. in February 1998, Mr. Krejci was President and CEO of Imagelink Technologies, Inc., headquartered in Boulder, Colorado, from June 1996 to February 1998, and prior to that, he was President of the International Division of International Gaming Technology, the world's largest gaming equipment manufacturer, with headquarters in
Reno, Nevada from May 1994 to February 1995. Prior to joining IGT, Mr. Krejci was Group Vice President of Jones International, Ltd. and was Group Vice President of the General Partner. He also served as an officer of subsidiaries of Jones International, Ltd. until leaving the General Partner in May 1994. Mr. Krejci has been a director of the General Partner since August 1987.
Mr. Raphael M. Solot was appointed a director of the General Partner in March 1996 and he was elected Vice Chairman of the Board of Directors in November 1997. Mr. Solot is an attorney and has practiced law for 34 years with an emphasis on franchise, corporate and partnership law and complex litigation.
Mr. Howard O. Thrall was appointed a director of the General Partner in March 1996. Mr. Thrall had previously served as a Director of the General Partner from December 1988 to December 1994. Mr. Thrall is a management and international marketing consultant, having active assignments with First National Net, Inc., LEP Technologies, Cheong Kang Associates (Korea), Aero Investment Alliance, Inc. and Western Real Estate Partners, among others. From September 1993 through July 1996, Mr. Thrall served as Vice President of Sales, Asian Region, for World Airways, Inc. headquartered at the Washington Dulles International Airport. From 1984 until August 1993, Mr. Thrall was with the McDonnell Douglas Corporation, where he concluded as a Regional Vice President, Commercial Marketing with the Douglas Aircraft Company subsidiary.
Mr. Siim A. Vanaselja was appointed a director of the General Partner in August 1996. He is the Chief Financial Officer of BCI Telecom Holding Inc. Mr. Vanaselja joined BCE Inc., Canada's largest telecommunications company, in February 1994 as Assistant Vice-President, International Taxation. In June 1994, he was appointed Assistant Vice-President and Director of Taxation, and in February 1995, Mr. Vanaselja was appointed Vice-President, Taxation. On August 1, 1996, Mr. Vanaselja was appointed the Executive Vice President and Chief Financial Officer of Bell Canada International Inc., a subsidiary of BCE Inc. Prior to joining BCE Inc. and since August 1989, Mr. Vanaselja was a partner in the Toronto office of KPMG Peat Marwick Thorne. Mr. Vanaselja has been a member of the Institute of Chartered Accountants of Ontario since 1982 and is a member of the Canadian Tax Foundation, the Tax Executives Institute and the International Fiscal Association.
Mr. Sanford Zisman was appointed a director of the General Partner in June 1996. Mr. Zisman is a principal in the law firm of Zisman & Ingraham, P.C. of Denver, Colorado and he has practiced law for 33 years, specializing in the areas of tax, business and estate planning and probate administration. Mr. Zisman was a member of the Board of Directors of Saint Joseph Hospital, the largest hospital in Colorado, from 1991 to 1997, serving at various times as Chairman of the Board, Chairman of the Finance Committee and Chairman of the Strategic Planning Committee. Since 1982, he has also served on the Board of Directors of Maxim Series Fund, Inc., a subsidiary of Great-West Life Assurance Company.
Mr. Robert B. Zoellick was appointed a director of the General Partner in April 1995. Mr. Zoellick is the President and CEO of the Center for Strategic and International Studies (CSIS), an independent, non-profit policy institution with a staff of 180 people and a $17 million budget. He was the John M. Olin Professor at the U.S. Naval Academy for the 1997-1998 term. From 1993 through 1997, he was Executive Vice President at Fannie Mae, a federally chartered and stockholder-owned corporation that is the largest housing finance investor in the United States. From August 1992 to January 1993, Mr. Zoellick served as Deputy Chief of Staff of the White House and Assistant to the President. From May 1991 to August 1992, Mr. Zoellick served concurrently as the Under Secretary of State for Economic and Agricultural Affairs and as Counselor of the Department of State, a post he assumed in March 1989. From 1985 to 1988, Mr. Zoellick served at the Department of Treasury in a number of capacities, including Counselor to the Secretary. Mr. Zoellick currently serves on the boards of Alliance Capital and Said Holdings and the Advisory Council of Enron Corp.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION --------------------------------
The Partnership has no employees; however, various personnel were required to operate the Partnership's cable systems. Such personnel were employed by the General Partner and, the cost of such employment was charged by the General Partner to the Partnership as a direct reimbursement item. See Item 13.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS ----------------------------------------------------------------------
As of February 16, 1999, no person or entity owned more than 5 percent of the limited partnership interests of the Partnership.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS --------------------------------------------------------
Prior to selling the Partnership's Barrington System and South Suburban System, the Partnership engaged in certain transactions with the General Partner and certain of its affiliates. The General Partner believes that the terms of such transactions were generally as favorable as could be obtained by the Partnership from unaffiliated parties. This determination has been made by the General Partner in good faith, but none of the terms were negotiated at arm's-length and there can be no assurance that the terms of such transactions have been as favorable as those that could have been obtained by the Partnership from unaffiliated parties.
Transactions with the General Partner
The General Partner manages the Partnership and the General Partner received a fee for its services equal to 5 percent of the gross revenues of the Partnership, excluding revenues from the sale of cable television systems or franchises. The General Partner will not receive a management fee after February 26, 1999, the date of the sale of the Barrington System and the South Suburban System.
The Partnership reimbursed the General Partner for certain allocated overhead and administrative expenses. These expenses represented the salaries and benefits paid to corporate personnel, rent, data processing services and other corporate facilities costs. Such personnel provided engineering, marketing, administrative, accounting, legal and investor relations services to the Partnership. Allocations of personnel costs were based primarily on actual time spent by employees of the General Partner with respect to each partnership managed. Remaining expenses were allocated based on the pro rata relationship of the Partnership's revenues to the total revenues of all systems owned or managed by the General Partner and certain of its subsidiaries. Systems owned by the General Partner and all other systems owned by partnerships for which Jones Intercable, Inc. is the general partner were also allocated a proportionate share of these expenses. The Partnership will continue to reimburse the General Partner for actual time spent on Partnership business by employees of the General Partner until the Partnership is liquidated and dissolved, but the Partnership will not bear a revenue-based allocation of overhead and administrative expenses beyond February 26, 1999.
The General Partner has from time to time advanced funds to the Partnership and charged interest on the balance payable. The interest rate charged approximated the General Partner's weighted average cost of borrowing.
Transactions with Affiliates
Jones International, Ltd. ("International"), a company owned by Glenn R. Jones, and certain of its subsidiaries provided various services to the Partnership, including affiliation agreements for the distribution of programming owned by affiliated companies on cable television systems owned by the Partnership, as described below.
Knowledge TV, Inc., a company jointly owned by Mr. Jones, affiliates of International, the General Partner and BCI Telecom Holdings Inc., a principal shareholder of the General Partner, operates the television network Knowledge TV. Knowledge TV provides programming related to computers and technology; business, careers and
finance; health and wellness; and global culture and languages. Knowledge TV. Inc. provided its programming to the Partnership's cable systems.
The Great American Country network provided country music video programming to the cable television systems owned by the Partnership. This network is owned and operated by Great American Country, Inc., a subsidiary of Jones International Networks, Ltd., an affiliate of the General Partner.
Jones Galactic Radio, Inc. is a subsidiary of Jones International Networks, Ltd., an affiliate of the General Partner. Superaudio, a joint venture between Jones Galactic Radio, Inc. and an unaffiliated entity, provided audio programming to the Partnership's cable systems.
The Product Information Network Venture (the "PIN Venture") is a venture among a subsidiary of Jones International Networks, Ltd., an affiliate of the General Partner, and two unaffiliated cable system operators. The PIN Venture operates the Product Information Network ("PIN"), which is a 24-hour network that airs long-form advertising generally known as "infomercials." The PIN Venture generally makes incentive payments of approximately 60 percent of its net advertising revenue to the cable systems that carry its programming. The Partnership's systems carried PIN for all or part of each day. Revenues received by the Partnership from the PIN Venture relating to the Partnership's systems totaled approximately $93,678 for the year ended December 31, 1998.
The charges to the Partnership for related party transactions were as follows for the periods indicated:
PART IV. --------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CABLE TV FUND 15-A, LTD. a Colorado limited partnership By: Jones Intercable, Inc.
By: /s/ Glenn R. Jones ------------------ Glenn R. Jones Chairman of the Board and Chief Dated: March 24, 1999 Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Glenn R. Jones ------------------ Glenn R. Jones Chairman of the Board and Chief Executive Officer Dated: March 24, 1999 (Principal Executive Officer)
By: /s/ Kevin P. Coyle ------------------ Kevin P. Coyle Group Vice President/Finance Dated: March 24, 1999 (Principal Financial Officer)
By: /s/ Larry Kaschinske -------------------- Larry Kaschinske Vice President/Controller Dated: March 24, 1999 (Principal Accounting Officer)
By: /s/ James B. O'Brien -------------------- James B. O'Brien Dated: March 24, 1999 President and Director
By: /s/ Robert E. Cole ------------------ Robert E. Cole Dated: March 24, 1999 Director
By: /s/ William E. Frenzel ---------------------- William E. Frenzel Dated: March 24, 1999 Director
By: /s/ Josef J. Fridman -------------------- Josef J. Fridman Dated: March 24, 1999 Director
By: -------------------- Donald L. Jacobs Dated: March 24, 1999 Director
By: /s/ Robert Kearney ------------------ Robert Kearney Dated: March 24, 1999 Director
By: /s/ James J. Krejci ------------------- James J. Krejci Dated: March 24, 1999 Director
By: /s/ Raphael M. Solot -------------------- Raphael M. Solot Dated: March 24, 1999 Director
By: /s/ Howard O. Thrall -------------------- Howard O. Thrall Dated: March 24, 1999 Director
By: /s/ Siim A. Vanaselja --------------------- Siim A. Vanaselja Dated: March 24, 1999 Director
By: /s/ Sanford Zisman ------------------ Sanford Zisman Dated: March 24, 1999 Director
By: /s/ Robert B. Zoellick ---------------------- Robert B. Zoellick Dated: March 24, 1999 Director