**FORM 10-K**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**(Mark One)**
| **ý** |   | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  (FEE REQUIRED)** |
|------------|--------|-----------------------------------------------------------------------------------------------------------|

**For the fiscal year ended December31, 2001**

**OR**
| **o** |   | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  (NO FEE REQUIRED)** |
|-------|--------|------------------------------------------------------------------------------------------------------------------|

**For the transition period from                      to**

 

**Commission file number:  0-20944**

 

**JONES PROGRAMMING PARTNERS 2-A, LTD.**

(Exact name of registrantas specified in its charter)

 
| **Colorado**                                             |   | **84-1088819**                                         |
|----------------------------------------------------------|--------|--------------------------------------------------------|
| (State of Organization)                                  |   | (IRS Employer  Identification No.)                     |
|                                                     |   |                                                   |
| **9697  East Mineral Avenue, Englewood, Colorado 80112** |   | **(303)  792-3111**                                    |
| (Address of principal  executive office and Zip Code)    |   | (Registrant’s telephone  no. including area code) |

 

Securities registeredpursuant to Section 12(b) of the Act:          None

Securities registeredpursuant to Section 12(g) of the Act:          LimitedPartnership Interests

 

Indicate by checkmark whether the registrant, (1) has filed all reports required to be filed bySection 13 or l5(d) of the Securities Exchange Act of l934 during the precedingl2 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days:

                                                Yes     ý                                                                                                                                No       o

 

Aggregate marketvalue of the voting stock held by non-affiliates of the registrant:  N/A

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (§229.405) is not contained herein, and will not becontained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.  ý

 

 

Information contained in this Form 10-K Reportcontains “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included inthis Form 10-K Report that address activities, events or developments that theGeneral Partner or the Partnership expects, believes or anticipates will or mayoccur in the future are forward-looking statements.  These forward-looking statements are based upon certainassumptions and are subject to a number of risks and uncertainties.  Actual results could differ materially fromthe results predicted by these forward-looking statements.

 

**PART I****.**

 

**ITEM 1.  BUSINESS**

 

Jones Programming Partners 2-A, Ltd. (the“Partnership”) is a Colorado limited partnership that was formed in March 1992pursuant to the public offering of limited partnership interests in the JonesProgramming Partners Limited Partnership Program.  Jones Entertainment Group, Ltd. is the general partner of thePartnership (the “General Partner”). The Partnership was formed to acquire, develop, produce and distributeoriginal programming to be owned by the Partnership.  All the Partnership’s films are subject to a variety of licenseagreements for various markets.  TheGeneral Partner charges the Partnership for direct costs incurred on thePartnership’s behalf.  See furtherdiscussion of such costs charged to the Partnership by the General Partnerin  *Item 8, Financial**Statements, Note 5*.  During 2001, the Partnership had twoprogramming properties: “Charlton Heston Presents: The Bible” and “The WhippingBoy.”  It is not anticipated that thePartnership will invest in any additional programming, but instead will focuson the sale of its existing programming projects.  Following is a description of these programming projects.

 

Charlton Heston Presents: The Bible

 

InMay 1992, the General Partner, on behalf of the Partnership, entered into anagreement with Agamemnon Films, an unaffiliated party, to produce four one-hourprograms for television, entitled “Charlton Heston Presents: The Bible” (the“Bible Programs”).  The production costsof the Bible Programs were approximately $2,370,000, which included a $240,000production and overhead fee paid to the General Partner.  In return for agreeing to fund theseproduction costs, the Partnership acquired all rights to the Bible Programs inall markets and in all media in perpetuity. The Partnership subsequently assigned half of its ownership of the BiblePrograms to GoodTimes, an unaffiliated party, for an investment of $1,000,000toward the production costs for the Bible Programs.  After consideration of the reimbursement, the Partnership’s totalinvestment in the Bible Programs was $1,369,764.

 

InJune 1992, GoodTimes and the General Partner, on its own behalf, formed J/GDistribution to distribute the Bible Programs. J/G Distribution has the sole and exclusive right to exhibit anddistribute, and to license others to exhibit and distribute, the Bible Programsin all markets, all languages, and all media in perpetuity, excluding the CD-ROMversion. In consideration for the reimbursement of funds paid by GoodTimes todevelop and market the CD-ROM version of the Bible Programs, the right to theCD-ROM media was transferred to an affiliate of the General Partner.  The Partnership and GoodTimes have an equalinterest in the copyright of the Bible Programs.  This copyright is currently held by J/G Distribution.  J/G Distribution is entitled to receive adistribution fee of 40 percent of gross revenues from all markets and isentitled to reimbursement of distribution costs not to exceed 10 percent ofgross revenues.  As calculated fromgross revenues, the General Partner and GoodTimes share all distribution feesand other non-personnel costs equally and are entitled to certain personnelcost reimbursements.  Prior to thesecond quarter of 2000, the Partnership was entitled to 50 percent of the netrevenues received by J/G Distribution. During such quarter, the Partnership and the General Partner fullyrecouped their respective costs under the agreement with Agamemnon resulting ina change in future revenue sharing allocations.  Net revenues are now allocated 25 percent to GoodTimes, with thePartnership, the General Partner and Agamemnon sharing 75 percent in accordancewith the income pooling arrangement as described below.

 

Underthe income pooling arrangement, amounts paid to Agamemnon and the Partnership,along with the General Partner’s distribution fees received through J/GDistribution, are pooled (the “Income Pool”). Agamemnon receives an amount equal to 50 percent of the Income Pool, theGeneral Partner receives one-half of the distribution fees received through J/GDistribution and the Partnership receives the balance of the Income Pool.

 

2

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In June 1992, J/GDistribution entered into a license agreement with GoodTimes, grantingGoodTimes the distribution rights for the United States and Canadian homevideo, audio, and book rights to the Bible Programs.  This agreement expires on March 31, 2009.  In general, all international rights areavailable with the exception of certain rights in Spain and Benelux.

 

Frominception to December 31, 2001, the Partnership has recognized $2,060,827of revenue from this film, of which $908,318 was retained by the distributorsof the film for their fees and marketing costs. The remaining $1,152,509 wasreceived by the Partnership as of December 31, 2001.  In June 1998, the Partnership fully amortized its net investmentin this film.

 

The Whipping Boy

 

In August 1993, the Partnership acquired the rights tothe Newbury Award–winning book, “The Whipping Boy.”  “The Whipping Boy” was produced as atwo-hour telefilm which premiered in the North American television market onThe Disney Channel. The film was co-produced by the General Partner and GeminiFilms, a German company.  The film’sfinal cost was approximately $4,100,000. The Partnership invested $2,661,487 in the film, which included a$468,000 production and overhead fee paid to the General Partner.

 

                The Partnershipwas responsible for approximately one-half of the production costs, with thebalance of the production budget funded by Gemini Films and other co-productionpartners and/or territorial advances from the film’s internationaldistributors.  Pursuant to theco-production agreement, Gemini Films has, in perpetuity, the copyright and allexploitation rights to the film in German language territories (Germany,Austria, German-speaking Switzerland and German-speaking Luxembourg).  The Partnership owns the worldwidecopyright, excluding German language territories, and has all exploitationrights in all media in North America (the United States and Canada).  From the film’s North American revenues, thePartnership is first entitled to recover its investment plus interest.  Thereafter, the Partnership receives 90percent of all North American revenues and Gemini Films receives 10 percent ofsuch revenues.

 

Disney has an exclusive license to telecast the filmon all satellite feeds to subscribers of Disney’s programming in the UnitedStates.  The agreement granted Disneytwo exclusive telecast periods, to take place during a ten year period.  The first telecast period expired in July1998 and the second telecast period expires in September 2004.  Disney has the right of first negotiation tolicense the film for domestic television.

 

In exchange forits contribution to the production budget, the French production partner wasgranted all French language rights, excluding North America, in all media for aperiod of ten years, expiring on June 30, 2004.  It was also granted the exclusive right of first negotiation toextend the license period for the French territory on terms acceptable to theGeneral Partner and Gemini Films.  If itdoes not present an acceptable offer by 120 days prior to the expiration of thelicense period, all rights revert to the other production partners.

 

With respect tointernational revenues, after Gemini Films recoups its investment in the film’sproduction budget and any funded overages and interest, the Partnership willreceive 20 percent of net international revenues and Gemini Films will receive80 percent.  Such recoupment has notoccurred as of December 31, 2001.

 

Canal PlusDistribution is the film’s international distributor. Canal Plus Distributionearns a distribution fees of 15 percent of the film’s gross receipts outside ofNorth America, and is reimbursed for its expenses, capped at 10 percent(excluding dubbing costs).

 

Frominception to December 31, 2001, the Partnership has recognized $2,277,930of revenue from this film, of which $2,100,000 represents the initial licensefee from The Disney Channel that was used to finance the film’sproduction.  Of the remaining $177,930,$8,497 was retained by the distributors of the film for their fees andmarketing costs and $169,433 was received by the Partnership as ofDecember 31, 2001.

 

3

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TheGeneral Partner has periodically assessed the anticipated gross revenuesremaining from the distribution of “The Whipping Boy” to determine if thePartnership’s net investment in the film exceeded the film’s net realizablevalue.  When it has been determined thatthe Partnership’s net investment in the film exceeded the film’s net realizablevalue, the investment has been written down to its estimated value. Frominception through December 31, 1998, approximately  $770,000 in write-downs were recorded by the Partnership for “TheWhipping Boy.”  Write-downs ofapproximately $140,000 and $7,000 were recorded for the year ended December 31,1999 and 2000, respectively. The Partnership’s net investment in this film wasfully amortized in December 2000, after consideration of the approximately$917,000 in write-downs and approximately $1,744,000 in amortization.

 

# CurrentStatus of Sales Efforts

 

The General Partner, on behalf of the Partnership, ispursuing the sale of the Partnership’s assets. The Partnership has obtained the services of a broker to assist in thesale of the Partnership’s films.  Pursuantto the services agreement, the broker will receive a 10 percent commission forarranging the sale, or sales, of the Partnership’s films.

 

The General Partner, with the assistance of thebroker, has reached tentative agreements to sell the Partnership’s programmingassets to unaffiliated parties.  Untilthe agreements are finalized and the sales are closed, there is no assurancethat the transactions will be completed as described below, or completed atall.

 

The Partnership has tentatively agreed to sell all ofits rights in the Bible Programs to GoodTimes. As consideration for selling all of its rights in the Bible Programs(including those of the General Partner), the Partnership would potentiallyreceive $150,000.  If the salesagreement is finalized, of which there is no assurance, it is anticipated thatthis transaction will be completed in the second quarter 2002.

 

The Partnership has tentatively agreed to sell all ofits rights in “The Whipping Boy” to a film distributor.  As consideration for selling all of itrights in “The Whipping Boy,” the Partnership would receive $50,000.  If this sales agreement is finalized, ofwhich there is no assurance, it is anticipated that the transaction will becompleted in the second quarter of 2002. It is anticipated 25 percent of the sales proceeds will be escroweduntil the end of November 2002.

 

## **ITEM2.  PROPERTIES**

 

See *Item 1*.

 

## **ITEM3.  LEGAL PROCEEDINGS**

 

None.

 

4

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**ITEM 4.  SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS**

 

On December 21, 2001, the Partnership held a SpecialMeeting of limited partners.  A singleproposal was presented to the limited partners for their approval and waspassed.

 

The limited partners approved the sale of thePartnership’s assets, followed by dissolution of the Partnership.

 

The voting results were as follows:

 
|          |   | **Limited  Partnership Interests** |   | **Percent** |   |
|---------------|--------|------------------------------------|--------|-------------|--------|
| For:          |   | 5,829                              |   | 52.28       | %      |
| Against:      |   | 52                                 |   | .47         | %      |
| Abstained:    |   | 115                                |   | 1.03        | %      |
| Total  Voted: |   | 5,996                              |   | 53.78       | %      |

 

**PART II****.**

 

**ITEM 5.  MARKET FORTHE 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 notexpected that such a market will develop in the future.  As of March 20, 2002, the number of equitysecurity holders in the Partnership was 658.

 

5

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**ITEM 6. SELECTED FINANCIAL DATA**

 
|                                                              |   | **For the  Years Ended December 31,** |    |
|-------------------------------------------------------------------|--------|---------------------------------------|---------|
|                                                              |   | **1997**                              |    | **1998** |   | **1999** |   | **2000** |   | **2001** |   |
| Gross revenues                                                    |   | $                                     | 215,834 |   | $ | 292,569 |   | $ | 240,736 |   | $ | 28,447 |   | $ | 24,402 |   |
| Costs of filmed  entertainment                                    |   | 199,899                               |    | 19,829 |   | 2,117 |   | 1,161 |   | — |   |
| Distribution  fees and expenses                                   |   | 92,702                                |    | 146,077 |   | 80,037 |   | 11,957 |   | 7,641 |   |
| Write-down of  film production cost                               |   | —                                |    | 194,907 |   | 140,000 |   | 6,722 |   | — |   |
| Operating,  general and administrative expenses                   |   | 78,965                                |    | 30,720 |   | 27,549 |   | 32,082 |   | 79,222 |   |
| Operating loss                                                    |   | (155,732                              | )       | (98,964 | ) | (8,967 | ) | (23,475 | ) | (62,461 | ) |
| Net loss                                                          |   | (118,640                              | )       | (82,162 | ) | (5,322 | ) | (16,939 | ) | (61,830 | ) |
| Net loss per limited  partnership unit                            |   | (10.46                                | )       | (7.24 | ) | (.47 | ) | (1.49 | ) | (5.45 | ) |
| Weighted average  number of limited partnership units outstanding |   | 11,229                                |    | 11,229 |   | 11,229 |   | 11,229 |   | 11,229 |   |
| General partner’s  deficit                                   |   | (40,337                               | )       | (43,995 | ) | (45,466 | ) | (47,053 | ) | (47,671 | ) |
| Limited  partners’ capital                                   |   | 731,588                               |    | 369,522 |   | 223,890 |   | 66,757 |   | 5,545 |   |
| Total assets                                                      |   | 965,564                               |    | 340,863 |   | 187,453 |   | 27,720 |   | 15,023 |   |
| General partner  advances                                         |   | 8,622                                 |    | 7,511 |   | 836 |   | 1,016 |   | 46,020 |   |
|                                                                   |        |                                       |         |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

**ITEM 7. MANAGEMENT’S DISCUSSION ANDANALYSIS OF**

**FINANCIAL CONDITION AND RESULTS OFOPERATIONS**

 

The following discussion of the Partnership’sfinancial condition and results of operations contains, in addition tohistorical information, forward-looking statements that are based upon certainassumptions and are subject to a number of risks and uncertainties.  The Partnership’s actual results may differsignificantly from the results predicted in such forward-looking statements.

 

Results ofOperations

 

2001 Compared to 2000

 

For the year ended December 31, 2001, revenues fromthe Bible Programs and “The Whipping Boy” were $24,016 and $386,respectively.  Revenues of thePartnership decreased $4,045, from $28,447 in 2000 to $24,402 in 2001.  This decrease in revenues was primarily theresult of a decrease in home video and other royalty revenue from the BiblePrograms.  In addition, revenues from“The Whipping Boy” decreased in 2001, as compared to 2000.

 

Filmed entertainment costs decreased $1,161, from$1,161 in 2000 to $0 in 2001. This decrease was the result of the Partnership’snet investment in “The Whipping Boy” becoming fully amortized in December2000.  Filmed entertainment costs areamortized over the life of each film in the ratio that current gross revenuesbear to anticipated total gross revenues.

 

Distribution fees and expenses decreased $4,316, from$11,957 in 2000 to $7,641 in 2001.  Thisdecrease was the result of a decrease in distribution expenses for the BiblePrograms, which are governed by the Partnership’s distribution agreement withJ/G Distribution Company.  Distributionfees and expenses generally relate to the compensation due and costs incurredby various parties in selling the Partnership’s programming in the domestic andinternational markets.  The timing andamount of distribution fees and expenses vary depending upon the individualmarket in which programming is distributed.

 

6

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Operating, general and administrativeexpenses increased $47,140, from $32,082 in 2000 to $79,222 in 2001.  This increase was primarily the result of anincrease in legal, accounting and professional service expenses related toefforts to sell the Partnership’s programming assets and the preparation andprocessing of proxy materials.

 

Interest income decreased$5,905, from $6,536 in 2000 to $631 in 2001.  This decrease was primarily the result of significantly lower levels ofinvested cash balances during 2001, as compared to 2000.  In addition, lower interest rates effectedinterest income during 2001, as compared to 2000.

 

Limited Partners’ netloss per partnership unit increased $(3.96), from $(1.49) in 2000 to $(5.45) in2001.  This change was due to theresults of operations as discussed above.

 

2000 Compared to 1999

 

For the year ended December 31, 2000, revenues fromthe Bible Programs and “The Whipping Boy” were $27,285 and $1,162,respectively.  Revenues of thePartnership decreased $212,289, from $240,736 in 1999 to $28,447 in 2000.  This decrease in revenues was primarily theresult of a significant decrease in home video and other sales of the “BiblePrograms.”  Also, revenues from “TheWhipping Boy” decreased in 2000, as compared to 1999.

 

Filmed entertainment costs decreased $956, from $2,117in 1999 to $1,161 in 2000. This decrease corresponds to the decrease inrevenues from “The Whipping Boy” in 2000 compared to 1999.  Filmed entertainment costs are amortizedover the life of each film in the ratio that current gross revenues bear toanticipated total gross revenues.

 

Distribution fees and expenses decreased $68,080, from$80,037 in 1999 to $11,957 in 2000. This decrease was the result of decreased home video sales of the “BiblePrograms” under the Partnership’s distribution agreement with J/G DistributionCompany, which is owned 50 percent by the General Partner and 50 percent byGoodTimes Home Video Corporation. Distribution fees and expenses relate to the compensation due and costsincurred by various parties in selling the Partnership’s programming in thedomestic and international markets.  Thetiming and amount of distribution fees and expenses vary depending upon theindividual market in which programming is distributed.

 

Loss on write-down of film production was $140,000 in1999, and an additional $6,722 was written down in 2000.  The loss on write-down of film production in2000 was the result of a full write-down of the Partnerships’ net investment in“The Whipping Boy.”

 

Operating, general and administrativeexpenses increased $4,533, from $27,549 in 1999 to $32,082 in 2000.  This increase was primarily the result of anincrease in legal expenses related to the potential sale of the Partnership’sassets during 2000 compared to 1999.

 

Interest income increased$2,953, from $3,583 in 1999 to $6,536 in 2000.   This increase was the result of higher interest rates and higheraverage levels of invested cash balances during 2000 compared to 1999.

 

Limited Partners’ netloss per partnership unit increased $(1.02), from $(.47) in 1999 to $(1.49) in2000.  This change was due to theresults of operations as discussed above.

 

FinancialCondition

 

Liquidity and Capital Resources

 

The Partnership’sprincipal sources of liquidity are cash on hand and amounts received from thedomestic and international distribution of its programming.  As of December 31, 2001, the Partnership hadapproximately $15,000 in cash.  Cashused in operations for the year ended December 31, 2001 was approximately$6,000.  In addition to the cash used inoperations, the General Partner paid approximately $45,000 of expenses on behalfof the

 

7

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Partnership.  This brought the accounts payable toaffiliates balance to approximately $46,000 as of December 31, 2001.   The Partnership will not invest in anyadditional programming projects, but instead will focus on the sale of its twofilms.

 

Itis anticipated that future distributions, if any, will only be made fromproceeds received from the sale, or sales of the Partnership’s assets.  There is no assurance regarding the timingor amount of future distributions.  TheGeneral Partner will be reimbursed for all amounts advanced to the Partnershipbefore any distribution is made to the limited partners.  As of December 31, 2001, such advancestotaled approximately $46,000.

 

Thesale of the Partnership’s assets was approved by a vote of the limited partnerson December 21, 2001.  Any direct costsincurred by the General Partner on behalf of the Partnership in soliciting andarranging for the sale, or sales, of the Partnership’s assets will be chargedto the Partnership. The General Partner believes that the distribution of theproceeds from the sales of the Partnership’s assets, if any, together with allprior distributions paid to the limited partners, will return to the limitedpartners less than 70 percent of their initial capital contributions to thePartnership.  The Partnership hasretained the services of a broker to assist in the sale of the Partnership’sfilms.  To date, the broker has beenpaid $6,143 for film evaluation services and expenses.  Pursuant to the services agreement, thebroker will also receive a 10 percent commission for arranging the sale, orsales, of the Partnership’s films.

 

Revenuescurrently being generated by the Partnership’s films are insufficient to fundthe Partnership’s operations.  ThePartnership will have to rely on the General Partner to fund itsoperations.  However, the GeneralPartner is under no obligation to fund the operations of the Partnership, andon a quarterly basis, will evaluate whether to provide funding to thePartnership.  The General Partner doesnot anticipate cash flow from the films to increase significantly.

 

**ITEM 7A. QUANTITATIVE AND QUALITATIVEDISCLOSURES**

**ABOUT MARKET RISK.**

 

The Partnership does not hold anyfinancial instruments which present significant interest or market risk.

 

8

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**ITEM 8. FINANCIAL STATEMENTS**

 

 

**JONES PROGRAMMING PARTNERS 2-A, LTD.**

 

**FINANCIAL STATEMENTS**

 

**AS OF DECEMBER 31, 2000 AND 2001**

 

**INDEX**

 

 
| Report of  Independent Public Accountants       |   |
|-------------------------------------------------|--------|
|                                            |   |
| Statements of Financial  Position               |   |
|                                            |   |
| Statements of Operations                        |   |
|                                            |   |
| Statements of  Partners’ Capital (Deficit) |   |
|                                            |   |
| Statements of Cash Flows                        |   |
|                                            |   |
| Notes to Financial  Statements                  |   |
|                                            |   |

 

9

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**REPORT OF INDEPENDENT PUBLICACCOUNTANTS**

 

To Jones ProgrammingPartners 2-A, Ltd.:

 

We have audited theaccompanying statements of financial position of Jones Programming Partners2-A, Ltd. (a Colorado limited partnership) as of December 31, 2000and 2001, and the related statements of operations, partners’ capital (deficit)and cash flows for the three years ended December 31, 2001.  These financial statements are theresponsibility of the General Partner’s management.  Our responsibility is to express an opinion on these financialstatements based on our audits.

 

We conducted our auditsin accordance with auditing standards generally accepted in the United States.  Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overallfinancial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

In our opinion, thefinancial statements referred to above present fairly, in all materialrespects, the financial position of Jones Programming Partners 2-A, Ltd. as ofDecember 31, 2000 and 2001, and the results of its operations and its cashflows for the three years ended December 31, 2001 in conformity with accountingprinciples generally accepted in the United States.

 

Theaccompanying financial statements have been prepared assuming that the Companywill continue as a going concern. As discussed in Note 2 to the financialstatements, the Company has suffered recurring losses from operations and has anet capital deficiency that raise substantial doubt about its ability tocontinue as a going concern. Management’s plans in regard to these matters arealso described in Note 2. The financial statements do not include anyadjustments that might result from the outcome of this uncertainty.

 

 
| ARTHUR ANDERSEN LLP |
|---------------------|
|                |
|                |
| Denver, Colorado,   |
|                | March 20, 2002. |

 

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**JONES PROGRAMMING PARTNERS 2-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTSOF FINANCIAL POSITION**

 
|                                                                                                                                                          |   | **December 31** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|--------|
|                                                                                                                                                          |   | **2000**        |   | **2001** |   |
| ASSETS                                                                                                                                                        |   |            |   |   |   |
| CASH AND CASH  EQUIVALENTS                                                                                                                                    |   | $               | 21,007 |   | $ | 15,023 |   |
|                                                                                                                                                          |   |            |   |   |   |
| ACCOUNTS  RECEIVABLE                                                                                                                                          |   | 6,713           |   | — |   |
|                                                                                                                                                          |   |            |   |   |   |
| INVESTMENT IN  AND ADVANCES FOR FILM PRODUCTION, net of accumulated amortization of  $4,031,252 and $4,031,252 as of December 31, 2000 and 2001, respectively |   | —          |   | — |   |
|                                                                                                                                                          |   |            |   |   |   |
| Total assets                                                                                                                                                  |   | $               | 27,720 |   | $ | 15,023 |   |
|                                                                                                                                                          |   |            |   |   |   |
| LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)                                                                                                              |   |            |   |   |   |
|                                                                                                                                                          |   |            |   |   |   |
| LIABILITIES:                                                                                                                                                  |   |            |   |   |   |
| Accounts payable  to affiliates                                                                                                                               |   | $               | 1,016  |   | $ | 46,020 |   |
| Accrued  liabilities                                                                                                                                          |   | 7,000           |   | 11,129 |   |
|                                                                                                                                                          |   |            |   |   |   |
| Total  liabilities                                                                                                                                            |   | 8,016           |   | 57,149 |   |
|                                                                                                                                                          |   |            |   |   |   |
| PARTNERS’  CAPITAL (DEFICIT):                                                                                                                            |   |            |   |   |   |
| General partner  -                                                                                                                                            |   |            |   |   |   |
| Contributed  capital                                                                                                                                          |   | 1,000           |   | 1,000 |   |
| Distributions                                                                                                                                                 |   | (36,103         | )      | (36,103 | ) |
| Accumulated  deficit                                                                                                                                          |   | (11,950         | )      | (12,568 | ) |
|                                                                                                                                                          |   |            |   |   |   |
| Total general  partner’s deficit                                                                                                                         |   | (47,053         | )      | (47,671 | ) |
|                                                                                                                                                          |   |            |   |   |   |
| Limited partners  —                                                                                                                                      |   |            |   |   |   |
| Net contributed  capital (11,229 units outstanding as of December 31, 2000 and 2001)                                                                          |   | 4,823,980       |   | 4,823,980 |   |
| Distributions                                                                                                                                                 |   | (3,574,054      | )      | (3,574,054 | ) |
| Accumulated  deficit                                                                                                                                          |   | (1,183,169      | )      | (1,244,381 | ) |
|                                                                                                                                                          |   |            |   |   |   |
| Total limited  partners’ capital                                                                                                                         |   | 66,757          |   | 5,545 |   |
|                                                                                                                                                          |   |            |   |   |   |
| Total partners’  capital (deficit)                                                                                                                       |   | 19,704          |   | (42,126 | ) |
|                                                                                                                                                          |   |            |   |   |   |
| Total  liabilities and partners’ capital (deficit)                                                                                                       |   | $               | 27,720 |   | $ | 15,023 |   |

 

The accompanyingnotes are an integral part of these financial statements.

 

11

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**JONES PROGRAMMING PARTNERS 2-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTSOF OPERATIONS**

 
|                                                              |   | **For the Years Ended December 31,** |    |
|-------------------------------------------------------------------|--------|--------------------------------------|---------|
|                                                              |   | **1999**                             |    | **2000** |   | **2001** |   |
| REVENUES                                                          |   | $                                    | 240,736 |   | $ | 28,447 |   | $ | 24,402 |   |
|                                                              |   |                                 |    |   |   |   |   |
| COSTS AND  EXPENSES:                                              |   |                                 |    |   |   |   |   |
| Costs of filmed entertainment                                     |   | 2,117                                |    | 1,161 |   | — |   |
| Distribution  fees and expenses                                   |   | 80,037                               |    | 11,957 |   | 7,641 |   |
| Write-down of  film production cost                               |   | 140,000                              |    | 6,722 |   | — |   |
| Operating,  general and administrative expenses                   |   | 27,549                               |    | 32,082 |   | 79,222 |   |
|                                                              |   |                                 |    |   |   |   |   |
| Total costs and  expenses                                         |   | 249,703                              |    | 51,922 |   | 86,863 |   |
|                                                              |   |                                 |    |   |   |   |   |
| OPERATING LOSS                                                    |   | (8,967                               | )       | (23,475 | ) | (62,461 | ) |
|                                                              |   |                                 |    |   |   |   |   |
| OTHER INCOME:                                                     |   |                                 |    |   |   |   |   |
| Interest income                                                   |   | 3,583                                |    | 6,536 |   | 631 |   |
| Other income                                                      |   | 62                                   |    | — |   | — |   |
|                                                              |   |                                 |    |   |   |   |   |
| Total other  income                                               |   | 3,645                                |    | 6,536 |   | 631 |   |
|                                                              |   |                                 |    |   |   |   |   |
| NET LOSS                                                          |   | $                                    | (5,322  | ) | $ | (16,939 | ) | $ | (61,830 | ) |
|                                                              |   |                                 |    |   |   |   |   |
| ALLOCATION OF  NET LOSS:                                          |   |                                 |    |   |   |   |   |
| General partner                                                   |   | $                                    | (53     | ) | $ | (169 | ) | $ | (618 | ) |
|                                                              |   |                                 |    |   |   |   |   |
| Limited partners                                                  |   | $                                    | (5,269  | ) | $ | (16,770 | ) | $ | (61,212 | ) |
|                                                              |   |                                 |    |   |   |   |   |
| NET LOSS PER  LIMITED PARTNERSHIP UNIT                            |   | $                                    | (.47    | ) | $ | (1.49 | ) | $ | (5.45 | ) |
|                                                              |   |                                 |    |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE  NUMBER OF LIMITED PARTNERSHIP UNITS OUTSTANDING |   | 11,229                               |    | 11,229 |   | 11,229 |   |

 

The accompanyingnotes are an integral part of these financial statements.

 

12

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**JONES PROGRAMMING PARTNERS 2-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTSOF PARTNERS’ CAPITAL (DEFICIT)**

 
|                                    |   | **For the  Years Ended December 31,** |    |
|-----------------------------------------|--------|---------------------------------------|---------|
|                                    |   | **1999**                              |    | **2000** |   | **2001** |   |
| GENERAL PARTNER:                        |   |                                  |    |   |   |   |   |
| Balance,  beginning of period           |   | $                                     | (43,995 | ) | $ | (45,466 | ) | $ | (47,053 | ) |
| Distributions                           |   | (1,418                                | )       | (1,418 | ) | — |   |
| Net loss                                |   | (53                                   | )       | (169 | ) | (618 | ) |
|                                    |   |                                  |    |   |   |   |   |
| Balance, end of  period                 |   | $                                     | (45,466 | ) | $ | (47,053 | ) | $ | (47,671 | ) |
|                                    |   |                                  |    |   |   |   |   |
| LIMITED  PARTNERS:                      |   |                                  |    |   |   |   |   |
| Balance,  beginning of period           |   | $                                     | 369,522 |   | $ | 223,890 |   | $ | 66,757 |   |
| Distributions                           |   | (140,363                              | )       | (140,363 | ) | — |   |
| Net loss                                |   | (5,269                                | )       | (16,770 | ) | (61,212 | ) |
|                                    |   |                                  |    |   |   |   |   |
| Balance, end of  period                 |   | $                                     | 223,890 |   | $ | 66,757 |   | $ | 5,545 |   |
|                                    |   |                                  |    |   |   |   |   |
| TOTAL PARTNERS’  CAPITAL (DEFICIT) |   | $                                     | 178,424 |   | $ | 19,704 |   | $ | (42,126 | ) |

 

The accompanyingnotes are an integral part of these financial statements.

 

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**JONES PROGRAMMING PARTNERS 2-A, LTD.**

**(A Limited Partnership)**

 

**STATEMENTSOF CASH FLOWS**

 
|                                                                                       |   | **For the Years Ended December 31,** |    |
|--------------------------------------------------------------------------------------------|--------|--------------------------------------|---------|
|                                                                                       |   | **1999**                             |    | **2000** |   | **2001** |   |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                                     |   |                                 |    |   |   |   |   |
| Net loss                                                                                   |   | $                                    | (5,322  | ) | $ | (16,939 | ) | $ | (61,830 | ) |
| Adjustments to  reconcile net loss to net cash provided by (used in) operating activities: |   |                                 |    |   |   |   |   |
| Amortization of  filmed entertainment costs                                                |   | 2,117                                |    | 1,161 |   | — |   |
| Write-down of  film production cost                                                        |   | 140,000                              |    | 6,722 |   | — |   |
| Net change is  assets and liabilities—                                                |   |                                 |    |   |   |   |   |
| Decrease in  accounts receivable                                                           |   | 11,476                               |    | 44,399 |   | 6,713 |   |
| Increase  (decrease) in accrued liabilities                                                |   | 368                                  |    | (1,193 | ) | 4,129 |   |
| Increase  (decrease) in accounts payable to affiliates                                     |   | (6,675                               | )       | 180 |   | 45,004 |   |
|                                                                                       |   |                                 |    |   |   |   |   |
| Net cash  provided by (used in) operating activities                                       |   | 141,964                              |    | 34,330 |   | (5,984 | ) |
|                                                                                       |   |                                 |    |   |   |   |   |
| CASH FLOWS FROM  FINANCING ACTIVITIES:                                                     |   |                                 |    |   |   |   |   |
| Distributions to  partners                                                                 |   | (141,781                             | )       | (141,781 | ) | — |   |
|                                                                                       |   |                                 |    |   |   |   |   |
| Net cash used in  financing activities                                                     |   | (141,781                             | )       | (141,781 | ) | — |   |
|                                                                                       |   |                                 |    |   |   |   |   |
| INCREASE  (DECREASE) IN CASH AND CASH EQUIVALENTS                                          |   | $                                    | 183     |   | $ | (107,451 | ) | $ | (5,984 | ) |
|                                                                                       |   |                                 |    |   |   |   |   |
| CASH AND CASH  EQUIVALENTS, beginning of period                                            |   | 128,275                              |    | 128,458 |   | 21,007 |   |
|                                                                                       |   |                                 |    |   |   |   |   |
| CASH AND CASH  EQUIVALENTS, end of period                                                  |   | $                                    | 128,458 |   | $ | 21,007 |   | $ | 15,023 |   |

 

The accompanying notesare an integral part of these financial statements.

 

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**JONES PROGRAMMING PARTNERS 2-A, LTD.**

**(A Limited Partnership)**

 

**NOTESTO FINANCIAL STATEMENTS**

** **

**(1)           ORGANIZATION AND BUSINESS**

 

InMarch 1992, Jones Programming Partners 2-A, Ltd. (the “Partnership”), wasformed as a limited partnership pursuant to the laws of the State of Coloradoto engage in the acquisition, development, production, licensing anddistribution of original entertainment programming.  Jones Entertainment Group, Ltd. is the “General Partner” of thePartnership.

 

**(2)           LIQUIDITY**

 

ThePartnership has experienced recurring losses from operations and is currentlyin a deficit capital position.  Revenuescurrently being generated by the Partnership’s films are insufficient to fundthe Partnership’s ongoing operations. The Partnership will have to rely on the General Partner to fund itsoperations.  However, the GeneralPartner is under no obligation to fund the operations of the Partnership, andon a quarterly basis, will evaluate whether to provide funding to thePartnership.  The General Partner doesnot anticipate cash flow from the films to increase significantly.

 

TheLimited Partners have approved the sale of the Partnership’s assets andsubsequent dissolution of the Partnership. The General Partner has reached tentative agreements to sell thePartnership’s programming assets.  It isanticipated that the net proceeds from these transactions will be sufficient toallow the Partnership to pay all of its obligations and fund its operationsuntil the Partnership is dissolved. However, there is no assurance that the sales transactions will becompleted or that the Partnership will have the necessary funds to operateduring 2002.

 

Upon the sale ofthe Partnership's assets, the General Partner believes that a finaldistribution upon dissolution of the Partnership, together with all priordistributions paid to the limited partners, will return to the limited partnersless than 70 percent of their initial capital contributions to the Partnership.

 

 

**(3)           SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES**

 

Cashand Cash Equivalents - The Partnershipconsiders all highly-liquid investments with a maturity when purchased of threemonths or less to be cash equivalents.

 

Film RevenueRecognition - ThePartnership recognizes revenue in accordance with the provisions of Statementof Financial Accounting Standards No. 139, “Rescission of FASB Statement No. 53and Amendments to FASB Statements No. 63, 89, and 121” (“SFAS No. 139”) andAICPA Statement of Position No. 00-2, “Accounting by Producers or Distributorsof Films” (“SOP 00-2”).  Pursuant toSFAS No. 139 and SOP 00-2, revenues from domestic and international licensingagreements for programming are recognized when such amounts are known and thefilm is available for exhibition or telecast, and when certain other criteriaset forth in SFAS No. 139 and SOP 00-2 are met.  Advances received for licensing or other purposes prior toexhibition or telecast are deferred and recognized as revenue when the aboveconditions are met.  The adoption ofSFAS No. 139 and SOP 00-2 in 2000 did not materially effect the manner in whichthe Partnership recognized revenue.

 

Investmentin and Advances for Film Productions- Investment in and advances for film production consist of advances toproduction entities for story rights, production, and film completion costs,and are stated at the lower of cost or estimated net realizable value.  In addition, film production and overheadfees payable

 

15

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tothe General Partner have been capitalized and included as investment in filmproduction.  Film production costs areamortized based upon the individual-film-forecast method.  Estimated losses, if any, will be provided forin full when determined by the General Partner (see Note 6.)

 

DistributionCosts - Commissions,distribution expenses and marketing costs incurred in connection with domesticand international distribution are recorded at the time that the relatedlicense fees are recorded as revenue by the Partnership.

 

Use of Estimates - The preparation of financialstatements in conformity with accounting principles generally accepted in theUnited States requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosure of contingent assetsand liabilities at the date of the financial statements and the reportedamounts of revenues and expenses during the reporting period.  Actual results could differ from thoseestimates.

 

**(4)           PARTNERS’ CAPITAL (DEFICIT)**

 

Thecapitalization of the Partnership is set forth in the accompanying Statementsof Partners’ Capital (Deficit). No limited partner is or will be obligated tomake any additional contributions to the Partnership.  The General Partner purchased its interest in the Partnership bycontributing $1,000 to Partnership capital.

 

Profits,losses and distributions of the Partnership are allocated 99 percent to thelimited partners and 1 percent to the General Partner until the limitedpartners have received distributions equal to 100 percent of their capitalcontributions plus an annual return thereon of 12 percent, cumulative andnon-compounded.  Thereafter,profits/losses and distributions will generally be allocated 80 percent to thelimited partners and 20 percent to the General Partner. The General Partnerbelieves that the distribution of the proceeds from the sales of thePartnership’s programming projects, together with all prior distributions paidto the limited partners, will return to the limited partners less than 70percent of their initial capital contributions to the Partnership.

 

**(5)           TRANSACTIONS WITH AFFILIATES**

 

ThePartnership and Jones Documentary Film Corporation granted the General Partnerthe exclusive rights to distribute four one-hour programs for television,entitled “Charlton Heston Presents: The Bible” (the “Bible Programs”).  To accomplish this, the General Partner, onits own behalf, and GoodTimes Home Video Corporation (“GoodTimes”), anunaffiliated entity directly involved in the specialty home video andinternational television distribution business, entered into an agreement toform J/G Distribution Company to distribute the Bible Programs.  J/G Distribution Company was formed in June1992 and is owned 50 percent by GoodTimes and 50 percent by the GeneralPartner. The Partnership granted J/G Distribution Company the sole andexclusive right to exhibit and distribute, and to license others to exhibit anddistribute, the Bible Programs in all markets, all languages, and all media inperpetuity; excluding the CD-ROM version. The Partnership and GoodTimes have an equal interest in the copyright ofthe Bible Programs.  This copyright iscurrently held by J/G Distribution. Once the Partnership had fully recouped itsinvestment in 2000, Agamemnon Films (“Agamemnon”), an unaffiliated third party,began to receive a portion of the revenue generated from the distribution ofthe Bible Programs, pursuant to the Jones/Agamemnon agreement.  J/G Distribution Company is currentlydistributing the Bible Programs in the retail home video market.  As of December 31, 2001, gross sales made byJ/G Distribution Company totaled $3,677,073, of which $1,838,536 has beenretained by J/G Distribution Company for its fees and marketing costs, with theremaining $1,838,537 allocated to the Partnership, GoodTimes, and Agamemnon inaccordance with the income sharing agreement. As of December 31, 2001, the Partnership had received a total of$1,152,509 from the distribution of the Bible Programs, consisting of $902,509from J/G Distribution Company and $250,000 from an unaffiliated party.

 

 The General Partner is entitled toreimbursement from the Partnership for its direct and indirect expensesallocable to the operations of the Partnership, which shall include, but not belimited to, rent, supplies, 

 

16

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telephone,travel, legal expenses, accounting expenses, preparation and distribution ofreports to investors and salaries of any full or part-time employees.  Because the indirect expenses incurred bythe General Partner on behalf of the Partnership are immaterial, the GeneralPartner generally does not charge indirect expenses to the Partnership.  The General Partner charged $7,745, $8,625and $20,478 for expenses and administrative services for the years endedDecember 31, 1999, 2000, and 2001, respectively.

 

**(6)           INVESTMENT IN AND ADVANCES FOR FILMPRODUCTION**

 

“CharltonHeston Presents: The Bible”

 

InMay 1992, the General Partner, on behalf of the Partnership, entered into anagreement with Agamemnon Films, an unaffiliated party, to produce four one-hourprograms for television, entitled “Charlton Heston Presents: The Bible.”  The production costs of the Bible Programswere approximately $2,370,000, which included a $240,000 production andoverhead fee paid to the General Partner. In return for agreeing to fund these production costs, the Partnershipacquired all rights to the Bible Programs in all markets and in all media inperpetuity.  The Partnershipsubsequently assigned half of its ownership of the Bible Programs to GoodTimesfor an investment of $1,000,000 toward the production costs for the BiblePrograms.  After consideration of thereimbursement, the Partnership’s total investment in the Bible Programs is$1,369,764.    From inception to December31, 2001, the Partnership has recognized $2,060,827 of revenue from this film,of which $908,318 was paid for distribution fees and marketing costs.  The Partnership has received the remaining$1,152,509 as of December 31, 2001.

 

InJune 1998, the Partnership fully amortized its net investment in thisfilm.  However, the Partnershipcontinues to distribute this film.

 

“TheWhipping Boy”

 

InAugust 1993, the Partnership acquired the rights to the Newbury Award-winningbook, “The Whipping Boy.”  “The WhippingBoy” was produced as a two-hour telefilm which premiered in the North Americantelevision market on The Disney Channel. The film was co-produced by theGeneral Partner and Gemini Films, a German company.  The film’s final cost was approximately $4,100,000.  The Partnership invested $2,661,487 in thefilm, which included a $468,000 production and overhead fee paid to the GeneralPartner. The completed picture was delivered to The Disney Channel in thesecond quarter of 1994.  From inceptionto December 31, 2001, the Partnership has recognized $2,277,930 of revenuefrom this film, of which $2,100,000 represents the initial license fee from TheDisney Channel that was used to finance the film’s production.  Of the remaining $177,930, $8,497 wasretained by the distributors of the film for their fees and marketing costs and$169,433 was received by the Partnership as of December 31, 2001.

 

The General Partner has periodically assessedthe anticipated gross revenues remaining from the distribution of “The WhippingBoy” to determine if the Partnership’s net investment in the film exceeded thefilm’s net realizable value.  When ithas been determined that the Partnership’s net investment in the film exceededthe film’s net realizable value, the investment has been written down to itsestimated value. From inception through December 31, 1998, approximately  $770,000 in write-downs were recorded by thePartnership for “The Whipping Boy.” Write-downs of approximately $140,000 and $7,000 were recorded for theyear ended December 31, 1999 and 2000, respectively. The Partnership’s netinvestment in this film was fully amortized in December 2000, afterconsideration of the approximately $917,000 in write-downs and approximately$1,744,000 in amortization.  However,the Partnership continues to distribute this film.

 

**(7)           INCOME TAXES**

 

Incometaxes are not reflected in the accompanying financial statements as suchamounts accrue directly to the partners. The Federal and state income tax returns of the Partnership will beprepared and filed by the General Partner.

 

17

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ThePartnership’s tax returns, the qualification of the Partnership as a limitedpartnership for tax purposes, and the amount of distributable Partnership incomeor loss are subject to examination by Federal and state taxingauthorities.  If such examinationsresult in changes with respect to the Partnership’s tax status, or thePartnership’s recorded income or loss, the tax liability of the General andlimited partners would be adjusted accordingly.

 

ThePartnership’s significant book-tax difference between the financial reportingand tax bases of the Partnership’s assets and liabilities is associated withthe difference between film production cost amortization and loss fromwrite-down of film production cost recognized under accounting principlesgenerally accepted in the United States and the amount of expense allowed fortax purposes.  Expenses recognized underaccounting principles generally accepted in the United States exceeded (wasless than) the amount of expense recognized for tax purposes by approximately$99,000, $(20,000) and ($221,000) for the years ended December 31, 1999,2000, and 2001, respectively.

 

18

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**ITEM 9.  CHANGES INAND DISAGREEMENTS WITH ACCOUNTANTS**

**ON ACCOUNTING AND FINANCIAL DISCLOSURE**

 

None.

 

**PART III****.**

 

**ITEM 10.  DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

The Partnership itself has no officers ordirectors.  Certain informationconcerning directors and executive officers of the General Partner of theRegistrant is set forth below.  Each ofthe directors serves until the next annual meeting of the shareholders of theGeneral Partner and until their successors shall be elected and qualified.

 
| **Name**        |   | **Age** |   | **Positions with the General Partner**                         |   |
|-----------------|--------|---------|--------|----------------------------------------------------------------|--------|
| Glenn  R. Jones |   | 72      |   | Chairman of the Board,  Chief Executive Officer, and President |   |
| Timothy  Burke  |   | 51      |   | Vice President and  Director                                   |   |

 

Mr.Glenn R. Jones has served as Chairman of the Board of Directors and ChiefExecutive Officer of the General Partner since its inception and he has servedas President of the General Partner since April 1994.  Mr. Jones is also the Chairman of the Board of Directors andChief Executive Officer of the General Partner’s principal shareholder, Jones21st Century, Inc., a subsidiary of Jones International, Ltd.  Mr. Jones is the sole shareholder, Chairmanand Chief Executive Officer of Jones International, Ltd.  He is also an officer and director of anumber of subsidiaries for Jones Media Networks, Ltd. (formerly known as JonesInternational Networks, Ltd.).  For morethan five years, until April 1999, Mr. Jones was Chairman of the Board ofDirectors and Chief Executive Officer of Jones Intercable, Inc., a multiplesystem cable television operator.  Inaddition, Mr. Jones is a member of the Board and Education Council of theNational Alliance of Business.  In 1994,Mr. Jones was inducted into Broadcasting and Cable’s Hall of Fame.  Mr. Jones received a B.S. in Economics fromAllegheny College and a J.D. from the University of Colorado School of Law.

 

Mr.Timothy J. Burke is Vice President and Director of the General Partner.  Mr. Burke is a Group Vice President of JonesInternational, Ltd. and an officer and/or director of many other JonesInternational, Ltd. affiliated companies. He has over 25 years of financial experience, and has been employed withJones for 19 years.  Prior to the Jonescompanies, Mr. Burke was a Tax Manager with Arthur Andersen & Co. Hereceived a B.A. in Accounting and a J.D. from the University of Iowa.

 

**ITEM 11.  EXECUTIVE COMPENSATION**

 

The Partnership has no employees; however, variouspersonnel are required to operate its business.  Such personnel are employed by the General Partner and, pursuantto the terms of the Partnership’s limited partnership agreement, the cost ofsuch employment can be charged by the General Partner to the Partnership as areimbursement item.  See*Item 13.*

 

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**ITEM 12.  SECURITYOWNERSHIP OF CERTAIN BENEFICIAL**

**OWNERS AND MANAGEMENT**

 

As of March 20, 2002, no person or entity owns morethan 5 percent of the limited partnership interests in the Partnership.

 

**ITEM 13.  CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

 

The General Partner and its affiliates engage incertain transactions with the Partnership as contemplated by the limitedpartnership agreement of the Partnership. The General Partner believes that the terms of such transactions, whichare set forth in the Partnership’s limited partnership agreement, are generallyas favorable as could be obtained by the Partnership from unaffiliatedparties.  This determination has beenmade by the General Partner in good faith, but none of the terms were or willbe negotiated at arm’s-length and there can be no assurance that the terms ofsuch transactions have been or will be as favorable as those that could havebeen obtained by the Partnership from unaffiliated parties.  During 2001, in aggregate, transactions ofthis nature totaled less than $21,000.

 

Inconnection with the distribution of “Charlton Heston Presents: The Bible,” J/GDistribution Company, which is owned 50 percent by the General Partner and 50percent by GoodTimes, is entitled to certain distribution rights and fees.  See *Item 7. Management’s Discussion and Analysis ofFinancial Condition and Results of Operations* for a description ofthese distribution rights and fees.  Asof December 31, 2001, gross sales made by J/G Distribution Company totaled$3,667,073, of which $1,838,536 has been retained by J/G Distribution Companyfor its fees and marketing costs, with the remaining $1,838,537 belonging tothe Partnership, GoodTimes, and Agamemnon Films. As of December 31, 2001, thePartnership had received a total of $1,152,509 from the distribution of theBible Programs, consisting of $902,509 from J/G Distribution Company and$250,000 from an unaffiliated party.

 

20

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**PART IV****.**

 

**ITEM 14.  EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K**

 
| (a)    |   | The following documents are filed as part of this  report:     |
|--------|--------|----------------------------------------------------------------|
|   |   |                                                           |
| 1.     |   | Financial statements                                           |
|   |   |                                                           |
| 2.     |   | The following exhibits are filed herewith:                     |
|   |   |                                                           |
|   |   | (a) 4.1                                                        | Limited Partnership Agreement.  (1) |
|   |   |                                                           |
|   |   | (1)                                                            |  Incorporated by reference from the  Registrant’s Revised Schedule 14A filed onAugust 29, 2001. |
|   |   |                                                           |
|   |   | (b) Exhibit 99   Representations from Arthur Andersen LLP |
|   |   |                                                           |
| (b)    |   | Reports on Form 8-K:                                           |
|   |   |                                                           |
|   |   | None.                                                          |
|   |   |                                                           |
|        |        |                                                                |  |  |

 

21

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SIGNATURES

 

                Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|   |           | JONES PROGRAMMING PARTNERS 2-A, LTD., |
|--------|----------------|---------------------------------------|
|   |           | a Colorado limited partnership        |
|   |           | By                                    | Jones Entertainment Group, Ltd., |
|   |           |                                  | its General Partner |
|   |           |                                  |   |
|   |           | By:                                   | /s/ Glenn R. Jones |   |
|   |           |                                  | Glenn R. Jones |
| Dated: | March 21, 2002 |                                  | Chairman of the Board, Chief Executive Officer |
|   |           |                                  | and President |

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.

 
|   |           | By:    | /s/ Glenn R. Jones                             |   |
|--------|----------------|--------|------------------------------------------------|--------|
|   |           |   | Glenn R. Jones                                 |
|   |           |   | Chairman of the Board, Chief Executive Officer |
|   |           |   | and President                                  |
| Dated: | March 21, 2002 |   | (Principal Executive Officer)                  |
|   |           |   |                                           |
|   |           |   |                                           |
|   |           | By:    | /s/ Timothy J. Burke                           |   |
| Dated: | March 21, 2002 |   | Timothy J. Burke                               |
|   |           |   | Vice President                                 |

 

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