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): February 25, 1999
JONES GROWTH PARTNERS L.P.
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(Exact name of registrant as specified in its charter)
Colorado 0-17916 84-1143409
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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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On February 25, 1999, Jones Growth Partners L.P., a Colorado limited
partnership (the "Partnership"), sold the cable television system serving the
areas in and around the Cities of Geneva, St. Charles, Warrenville, West Chicago
and Wheaton, the Villages of Addison, Glen Ellyn and Winfield and certain
unincorporated areas of DuPage and Kane Counties, all in the State of Illinois
(the "Wheaton System") to an unaffiliated party for a sales price of
$103,000,000, subject to customary closing adjustments. The sale was approved
by the holders of a majority of the limited partnership interests of the
Partnership and by the general partners of the Partnership.
From the proceeds of the Wheaton System's sale, the Partnership repaid
all of its indebtedness, which totaled $36,183,396, settled working capital
adjustments, and deposited $3,118,500 into an indemnity escrow account. The
Partnership will distribute the remaining sale proceeds of $60,721,037 to the
Partnership's partners of record as of February 25, 1999 in March 1999. This
distribution will provide the limited partners an approximate return of $708 for
each $1,000 limited partnership interest. Because limited partners will not
receive distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 8
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the managing general partner and the associate
general partner will not receive general partner distributions from the proceeds
of the sale of the Wheaton System, and they will not be paid fees for their
services as brokers and financial advisors in this transaction.
The $3,118,500 of the sale proceeds placed in the indemnity escrow
account will remain in escrow until November 15, 1999 as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties made about the Wheaton 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 plus interest
earned on the escrowed funds will be returned to and distributed by the
Partnership. From this amount, the Partnership will pay any remaining
liabilities and it will then distribute the balance to the limited partners of
record as of February 25, 1999. The Partnership will continue in existence at
least until any amounts remaining from the indemnity escrow account have been
distributed. Since the Wheaton System represented the only operating asset of
the Partnership, the Partnership will be liquidated and dissolved upon the final
distribution of any amounts 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 would not be dissolved until such
disputes were resolved, which could result in the Partnership continuing in
existence beyond 1999.
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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.
A description of the pro forma financial information of Jones Growth
Partners L.P. reflecting the disposition of the Wheaton System is attached.
c. Exhibits.
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2.1 Asset Purchase Agreement dated August 7, 1998 between Jones
Growth Partners L.P. and TCI Communications, Inc. is incorporated by reference
from the Preliminary Proxy Statement of Jones Growth Partners L.P. (Commission
File No. 0-17916) filed with the Securities and Exchange Commission on October
9, 1998.
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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.
JONES GROWTH PARTNERS L.P.
By Jones Spacelink Cable Corporation,
its Managing General Partner
By: /s/ Elizabeth M. Steele
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Elizabeth M. Steele
March 15, 1999 Vice President and Secretary
(40955)
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
JONES GROWTH PARTNERS L.P.
As a result of the sale of the Wheaton System, the only remaining asset of
the Partnership is $3,118,500, held in escrow until November 15, 1999, as
security for the Partnership'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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