SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 1999
TELECOMMUNICATIONS GROWTH & INCOME FUND L.P.
(Exact name of registrant as specified in its charter)
Virginia 033-26427 54-1482898
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(State or other (Commission (IRS Employer
jurisdiction of File Identification
incorporation) Number) Number)
1525 Wilson Boulevard, Arlington, VA 22209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 247-2900
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Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
[INSERT TEXT]
On January 19, 1999, Tower Ventures Limited Partnership, a Pennsylvania
Limited Partnership (Tower Ventures) entered into an asset purchase
agreement to sell to Pinnacle Towers Inc., a Delaware corporation
(Pinnacle), the radio tower, associated buildings, equipment and land
relating to the tower business owned by Tower Ventures and located in
Montgomery County, Pennsylvania.
Telecommunications Growth & Income Fund L.P. (TGIF) owns a 99% general
partnership interest in and controls Tower Ventures.
Total consideration under the asset purchase agreement was $8,531,000,
which was to be paid by $7,906,000 cash and an escrowed deposit of $625,000.
On January 19, 1999, Tower Ventures received cash at closing in the amount of
$7,797,217, which was the purchase price of $8,531,000, net of closing
costs of $86,395, the escrow deposit of $625,000, adjustments for the
seller's pro rata share of 1999 taxes of $1,582, and the buyer's pro rata
share of January lease receipts of $23,970.
Item 3. Bankruptcy or Receivership
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
Not Applicable.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
The required pro forma financial information is not available at
this time. Such information will be filed by amendment not later than 60 days
after the date this report is required to be filed.
(c) Exhibits.
10.1 Asset Purchase Agreement dated as of January 19, 1999
between Tower Ventures Limited Partnership and
Pinnacle Towers, Inc. (excluding attachments and
exhibits).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 2, 1999
TELECOMMUNICATIONS GROWTH AND INCOME FUND, L.P.
By: TELECOMMUNICATIONS GROWTH AND INCOME FUND, INC.
By: /s/
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Name: B. Eric Sivertsen
Title: Vice-President, Secretary, Director,
and Chief Financial and Accounting Officer
INDEX TO EXHIBITS
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EXHIBIT |
NUMBER | DESCRIPTION
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10.1 | Asset Purchase Agreement dated as of January 19, 1999
between Tower Ventures Limited Partnership and
Pinnacle Towers, Inc. (excluding attachments and
exhibits).
2