SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 1998 JONES GROWTH PARTNERS L.P. -------------------------- (Exact name of registrant as specified in its charter) Colorado 0-17916 84-1143409 -------- ------- ---------- (State of Organization) (Commission File No.) (IRS Employer Identification No.) P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111 - --------------------------------------------------- -------------- (Address of principal executive office and Zip Code (Registrant's telephone no. including area code) Item 5. Other Events ------------ On April 8, 1998, Jones Spacelink Cable Corporation, the managing general partner of Jones Growth Partners L.P., a Colorado limited partnership (the "Partnership), executed a letter of intent on the Partnership's behalf pursuant to which the Partnership agreed to sell the Partnership's cable television properties located in and around Wheaton, Illinois (the "Wheaton System") to TCI Communications, Inc. or one of its affiliates. The closing of this transaction, which is expected to occur in the first quarter of 1999, is subject to the consents of governmental authorities and third parties with whom the Partnership has contracted that are necessary for the transfer of the Wheaton System, and termination or expiration of the statutory waiting period applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Because the sale of the Wheaton System will represent a sale of all or substantially all of the Partnership's assets, a vote of the limited partners of the Partnership will be required to approve this sale. In addition to the proposed sale of the Wheaton System, Jones Intercable, Inc., the parent company of the managing general partner of the Partnership, has also entered into letters of intent on behalf of certain other managed partnerships to sell all of their remaining cable properties located in the State of Illinois. These properties are located in and around Aurora, Lake County, Lake Zurich, Matteson, Naperville, Orland Park and Park Forest, Illinois. Item 7. Financial Statements and Exhibits --------------------------------- a. Financial statements. Not applicable. b. Pro forma financial statements. Not applicable. c. Exhibits. Not applicable. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JONES GROWTH PARTNERS L.P. By: Jones Spacelink Cable Corporation, its managing general partner Dated: April 24, 1998 By: /s/ Elizabeth M. Steele ---------------------------- Elizabeth M. Steele Vice President and Secretary 3