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): December 4, 1998
IDS/JONES GROWTH PARTNERS II, L.P.
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(Exact name of registrant as specified in its charter)
Colorado 0-18133 84-1060548
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
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(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
Item 2. Disposition of Assets
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IDS/Jones Growth Partners II, L.P., a Colorado limited partnership
(the "Partnership"), IDS/Jones Growth Partners 89-B, Ltd., an affiliated
Colorado limited partnership ("Growth Partners 89-B"), IDS Management
Corporation and Jones Intercable, Inc. ("Intercable") are general partners of
IDS/Jones Joint Venture Partners, a Colorado general partnership (the
"Venture"). Jones Cable Corporation, a wholly owned subsidiary of Intercable, is
the managing general partner of the Partnership and Growth Partners 89-B (the
"Managing General Partner").
On December 4, 1998, the Venture sold the cable television system
serving communities in and around Aurora, Illinois (the "Aurora System") to TCI
Illinois Holdings, L.P. ("TCI-IL") for a sales price of $108,500,000, subject to
customary closing adjustments. The sale was approved by the owners of a
majority of the interests of both the Partnership and Growth Partners 89-B. IDS
Cable II Corporation (the "Supervising General Partner") also consented to the
transaction. Following the sale of the Aurora System, the Venture repaid all of
its indebtedness, including $47,000,000 borrowed under its credit facility,
capital lease obligations totaling $124,673, related parties' notes totaling
$1,600,000 and the subordinated advance of $1,406,647 to Intercable, paid
accrued interest totaling $1,824,213, settled working capital adjustments and
deposited $3,283,500 into an indemnity escrow account. The remaining net sale
proceeds of approximately $51,374,610 will be distributed to the Venture's four
partners: the Partnership, Growth Partners 89-B, IDS Management Corporation and
Intercable, in proportion to their ownership interests. The Partnership will
receive $33,678,970, or 65.6 percent of the $51,374,610 distribution, which the
Partnership will distribute to its partners of record as of December 4, 1998.
This distribution will give the Partnership's limited partners an approximate
return of $193 for each $250 limited partnership interest, or $772 for each
$1,000 invested in the Partnership.
The $3,283,500 of the sale proceeds placed in the indemnity escrow
account will remain in escrow from December 4, 1998 until November 15, 1999 as
security for the Venture's agreement to indemnify the buyer under the Asset
Purchase Agreement dated July 10, 1998 between TCI Communications, Inc., as
assigned to TCI-IL, and the Venture (the "Asset Purchase Agreement"). The
Venture's primary exposure, if any, will relate to the representations and
warranties made about the Aurora 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 will be returned to and distributed to the
Partnership, Growth Partners 89-B, IDS Management Corporation and Intercable at
that time. If the entire $3,283,500 escrow amount is distributed, the
Partnership would receive approximately $2,153,976, or 65.6 percent. The
Partnership would then distribute the $2,153,976 to its limited partners as of
December 4, 1998, which would represent an approximate return of $12 for each
$250 limited partnership interest, or $48 for each $1,000 invested in the
Partnership. The Partnership will continue in existence at least until any
amounts remaining from the indemnity escrow account have been distributed.
Since the Aurora System represents the only asset of the Partnership and the
Venture, the Partnership and the Venture will be liquidated and dissolved upon
the final distribution of any amount 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 and the Venture would not
be dissolved until such disputes were resolved, which could result in the
Partnership and the Venture continuing in existence beyond 1999. There will be
no permitted transfers of the Partnership's limited partnership interests after
December 4, 1998.
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Item 7. Financial Statements and Exhibits
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a. Historical financial statements.
Not applicable.
b. Pro forma financial statements.
Pro forma financial information of the Partnership
reflecting the disposition of the Aurora System is attached.
c. Exhibits.
2.1 Asset Purchase Agreement dated as of July 10, 1998
between TCI Communications, Inc. and IDS/Jones Joint Venture Partners appears as
Exhibit 99.1 to the Preliminary Proxy Statement on Form 14A of IDS/Jones Growth
Partners II, L.P.. (Commission File No. 0-18133) filed with the Securities
Exchange Commission on August 7, 1998, and is incorporated herein by this
reference.
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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.
IDS/JONES GROWTH PARTNERS II, L.P.
By: Jones Cable Corporation
managing general partner
Dated: December 15, 1998 By:/s/ Elizabeth M. Steele
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Elizabeth M. Steele
Vice President and Secretary
(39630)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
IDS/JONES GROWTH PARTNERS II, L.P.
The only asset of IDS/Jones Growth Partners II, L.P. (the
"Partnership") is its interest in IDS/Jones Joint Venture Partners (the
"Venture"). As a result of the sale of the Aurora System, the only remaining
asset of the Venture is $3,283,500, held in escrow until November 15, 1999, as
security for the Venture's agreement to indemnify the buyer under the Asset
Purchase Agreement. The Partnership will continue in existence at least until
any amounts remaining from the indemnity escrow account have been distributed,
at which time the Partnership will be liquidated. Accordingly, unaudited pro
forma financial information is not presented.
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