[JONES INTERCABLE, INC. LOGO]
Exhibit (c)(3)
June 17, 1997
Ronald Dickerman
Bryan E. Gordon
Gramercy Park Investments, LP
c/o Madison Avenue Capital Group LLC
555 Fifth Avenue - Ninth Floor
New York, New York 10017
Re: Jones Growth Partners L.P.
Request for Limited Partnership List
Dear Messrs. Dickerman and Gordon:
I am writing to respond, on behalf of Jones Spacelink Cable
Corporation (the "General Partner"), to your request for a list of the names,
addresses and related. interest holdings of the limited partners of Jones Growth
Partners L.P. (the "Partnership"). As you have been made aware, the General
Partner carefully limits access to this information to protect the
confidentiality interests of the Partnership and its limited partners and to
guard against any possible commercial exploitation of the list or its use for
any other improper or non-partnership purpose.
Our records indicate that Gramercy Park Investments, LP ("Gramercy")
is a limited partner of the Partnership. Based on your representation to the
General Partner that Gramercy intends to use the list for the sole purpose of
seeking to increase Gramercy's ownership in the Partnership via a limited tender
offer, and subject to Gramercy's agreeing to the terms and conditions set forth
in this letter agreement, the General Partner will provide you with a list of
names, addresses and related interest holdings of the limited partners of the
Partnership.
Ronald Dickerman
Bryan E. Gordon
June 17, 1997
Page 2
1. Within 10 business days of the General Partner's receipt of a fully
executed original of this letter agreement, the General Partner will deliver to
Gramercy a list of the names and addresses of the limited partner, with the
number of partnership interests held by each limited partner in the Partnership.
The parties agree that, to the extent any list delivered pursuant to this letter
agreement reflects a limited partner's interest as being held by a custodian,
the General Partner shall be deemed to have satisfied its obligation under this
letter agreement by identifying each custodian.
2. Gramercy acknowledges that the information being provided by the
General Partner relating to the Partnership pursuant to this letter agreement
constitutes confidential and proprietary information of the General Partner
and/or the Partnership. Gramercy agrees that the list of limited partners
obtained by it pursuant to this letter agreement shall be used solely for the
purpose of contacting limited partners of the Partnership to inquire as to
whether they wish to sell their interests in the Partnership to Gramercy or one
of its affiliates and for no other purpose. Gramercy, its general partners
officers, directors, principals, agents and affiliates will make all reasonable
efforts to safeguard the list and the information contained therein from
disclosure to third parties, and will not furnish the list or the information
contained therein to any other person or entity. This letter agreement,
including this paragraph relating to confidentiality and the uses to which the
partnership list may be put, shall be binding upon Gramercy, its general
partners, officers, directors, principals, agents and affiliates, and shall
survive the termination of the limited tender offer contemplated to be
undertaken by Gramercy for a period of two (2) years.
3. Gramercy represents that all limited partnership interests of the
Partnership acquired by it pursuant to the proposed limited tender offer will be
acquired for investment purposes only and not with an intention to resell the
interests.
4. In order to avoid disrupting the possible sale of all or
substantially all of the Partnership's assets and any required vote of the
limited partners of the Partnership, Gramercy agrees that on any proposal or
issue submitted to a vote of the Partnership's limited partners, Gramercy will
vote all
Ronald Dickerman
Bryan E. Gordon
June 17, 1997
Page 3
of its limited partnership interests in the Partnership in the same manner as
the majority of all other limited partners who vote on any such proposal or
issue.
5. Gramercy represents that, for the period commencing as of the date
of this letter agreement and continuing for 12 months thereafter, Gramercy and
any person or entity controlled, managed or advised by it shall not in any
manner acquire, attempt to acquire or make a proposal to acquire, directly or
indirectly, more than a 5% interest in the Partnership.
6. Gramercy agrees to limit its purchases of limited partnership
interests in any tax year of the Partnership so as not to cause the Partnership
to be treated as a publicly traded partnership within the meaning of Section
7704 of the Internal Revenue Code. Gramercy will not ask the General Partner to
approve any transfers of interests in the Partnership in any tax year of the
Partnership if such transfers, together with all other transfers made during
such tax year, would cause! transfers of interests in the Partnership to exceed
the 5% safe harbor set forth in Paragraph II, Section C(l) of Internal Revenue
Service Notice 88-75.
7. Gramercy agrees that the price offered by it for limited
partnership interests in the Partnership pursuant to the proposed limit, tender
offer will be no less than $325 per limited partnership interest.
8. Gramercy agrees that any communication it sends to any limited
partner identified on the list of limited partners of the Partnership being
provided to Gramercy by the General Partner pursuant to this letter agreement
shall expressly state that "Neither Jones Spacelink Cable Corporation, the
general partner of Jones Growth Partners L.P., nor Jones Growth Partners L.P. or
their respective affiliates or subsidiaries are parties to this offer." Gramercy
further agrees that it shall provide to Jones Spacelink Cable Corporation, 9697
East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80115-3309, Attn: David
K. Zonker (facsimile (303) 790-9021) a copy of any correspondence that Gramercy
proposes to send to any limited partner of the Partnership PRIOR TO USE.
Ronald Dickerman
Bryan E. Gordon
June 17, 1997
Page 4
9. Gramercy agrees to pay all costs incurred by the Partnership in
connection with the production of the list and the processing of transfers
related to Gramercy's limited tender offer, including, without limitation, all
printing, mailing, personnel and other administrative expenses incurred by the
Partnership in connection with such limited tender offer (i) to the extent that
such costs are not covered by the transfer fees paid by Gramercy in connection
with Gramercy's limited tender offer for interests in the Partnership 2nd (ii)
in an amount not to exceed $5,000. Gramercy further agrees that the transfer of
interest forms to be used by it in connection with the limited tender offer will
conform in all respects to the transfer of interest processes approved for use
by the General Partner, including, without limitation, the requirements for
guaranteed signatures of transferors and transferees.
10. Gramercy agrees that it will return the list of limited partners
of the Partnership to the General Partner (without making any copies thereof)
within 10 business days of the completion of Gramercy's limited tender offer.
If the foregoing terms and conditions are acceptable to you, please
indicate your agreement to each of the terms and conditions by signing the
enclosed duplicate original of this letter agreement in the space provided below
and returning it to the undersigned at your earliest convenience. Please also
remit a check for $150.00 payable to Jones Spacelink Cable Corporation to cover
the costs of creating, producing and mailing the list of the Partnership's
limited partners.
JONES SPACELINK CABLE
CORPORATION,
on its own behalf and
as general partner of
Jones Growth Partners L.P.,
a Colorado limited partnership
By: /s/ Elizabeth Steele
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Elizabeth Steele
Vice President and Secretary
Ronald Dickerman
Bryan E. Gordon
June 17, 1997
Page 5
Gramercy Park Investments, LP hereby agrees to each and all of the terms and
conditions set forth above.
By: /s/ Bryan E. Gordon
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Name: Bryan E. Gordon
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Title: Managing Director
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Date: 6/19/97
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