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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1995
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _____________.
Commission file number: 0-17734
IDS/JONES GROWTH PARTNERS 89-B, LTD.
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Exact name of registrant as specified in its charter
Colorado #84-1060546
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State of organization I.R.S. employer I.D.#
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
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Registrant's telephone number
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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IDS/JONES GROWTH PARTNERS 89-B, LTD.
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
September 30, December 31,
1995 1994
------------- ------------
ASSETS $ - $ -
------ ============= ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
- -------------------------------------------
LIABILITIES:
Loss in excess of investment in (investment in)
cable television joint venture $ 830,638 $ (888,039)
Accounts payable - affiliate 102,393 102,393
------------- ------------
Total liabilities 933,031 (785,646)
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PARTNERS' CAPITAL (DEFICIT):
General Partners-
Contributed capital 500 500
Accumulated deficit (148,563) (131,376)
------------- ------------
(148,063) (130,876)
------------- ------------
Limited Partners-
Contributed capital (63,383 units outstanding at
September 30, 1995 and December 31, 1994) 12,623,901 12,623,901
Accumulated deficit (13,408,869) (11,707,379)
------------- ------------
(784,968) 916,522
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Total liabilities and partners' capital (deficit) $ - $ -
============= ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
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IDS/JONES GROWTH PARTNERS 89-B, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
----------------------------- ------------------------------
1995 1994 1995 1994
--------- --------- ----------- -----------
EQUITY IN NET LOSS OF
CABLE TELEVISION
JOINT VENTURE $(505,885) $(543,390) $(1,718,677) $(1,574,081)
========= ========= =========== ===========
NET LOSS $(505,885) $(543,390) $(1,718,677) $(1,574,081)
========= ========= =========== ===========
ALLOCATION OF NET LOSS:
General Partners $ (5,059) $ (5,434) $ (17,187) $ (15,741)
========= ========= =========== ===========
Limited Partners $(500,826) $(537,956) $(1,701,490) $(1,558,340)
========= ========= =========== ===========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (7.90) $ (8.49) $ (26.84) $ (24.59)
========= ========= =========== ===========
WEIGHTED AVERAGE NUMBER
OF LIMITED PARTNERSHIP
UNITS OUTSTANDING 63,383 63,383 63,383 63,383
========= ========= =========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
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IDS/JONES GROWTH PARTNERS 89-B, LTD.
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
For the Nine Months ended
September 30,
----------------------------------
1995 1994
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,718,677) $(1,574,081)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Equity in net loss of cable television
joint venture 1,718,677 1,574,081
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Net cash provided by operating
activities - -
----------- ------------
Cash, beginning of period - -
----------- ------------
Cash, end of period $ - $ -
=========== ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
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IDS/JONES GROWTH PARTNERS 89-B, LTD.
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(1) This Form 10-Q is being filed in conformity with the SEC requirements
for unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a fair presentation of the Balance Sheets and
Statements of Operations and Cash Flows in conformity with generally accepted
accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting only of normal recurring accruals,
necessary to present fairly the financial position of IDS/Jones Growth Partners
89-B, Ltd. (the "Partnership") at September 30, 1995 and December 31, 1994 and
its Statements of Operations for the three and nine month periods ended
September 30, 1995 and 1994 and its Statements of Cash Flows for the nine month
periods ended September 30, 1995 and 1994. Results of operations for these
periods are not necessarily indicative of results to be expected for the full
year.
The Partnership owns an interest in IDS/Jones Joint Venture Partners
(the "Venture") through a capital contribution of $14,008,000 made in 1990.
Upon final capitalization of the Venture, the Partnership owns an approximate
24 percent interest in the Venture. The Venture acquired the cable television
systems serving areas in and around Aurora, Illinois on May 31, 1990.
The Partnership's investment in the Venture is accounted for using the
equity method. At September 30, 1995, the Partnership had recorded equity
losses in excess of its investment in the Venture, resulting in a liability of
$830,638. The Partnership will continue to record equity losses because the
Venture is a general partnership. It is anticipated that the Venture will
continue to generate cash from operations; however, the net losses will result
from depreciation and amortization of the Venture's asset base. The
Partnership anticipates recovering the losses in excess of its investment in
the Venture upon the eventual sale of the Venture's Aurora System.
(2) Jones Cable Corporation (the "Managing General Partner") manages the
Partnership and the Venture and receives a fee for its services equal to 5
percent of the gross revenues of the Venture, excluding revenues from the sale
of cable television systems or franchises. Management fees paid during the
three and nine month periods ended September 30, 1995 (reflecting the
Partnership's approximate 24 percent interest in the Venture) were $51,813 and
$153,091, respectively, compared to $47,170 and $139,735, respectively, for the
similar 1994 periods.
IDS Cable Corporation (the "Supervising General Partner") participates
in certain management decisions of the Partnership and receives a fee for its
services equal to one-half percent of the Partnership's portion of the gross
revenues of the Venture, excluding revenues from the sale of cable television
systems or franchises. Supervision fees paid during the three and nine month
periods ended September 30, 1995 (reflecting the Partnership's approximate 24
percent interest in the Venture) were $5,181 and $15,309, respectively,
compared to $4,717 and $13,974, respectively, for the similar 1994 periods.
The Venture reimburses Jones Intercable, Inc. ("JIC"), the parent of
the Managing General Partner, for certain allocated overhead and administrative
expenses. These expenses represent the salaries and related benefits paid for
corporate personnel, rent, data processing services and other corporate
facilities costs. Such personnel provide engineering, marketing,
administrative, accounting, legal and investor relations services to the
Venture. Allocations of personnel costs are based primarily on actual time
spent by employees of JIC with respect to each partnership managed. Remaining
expenses are allocated based on the pro rata relationship of the Partnership's
revenues to the total revenues of all systems owned or managed by JIC and
certain of its affiliates. Systems owned by JIC and all other systems owned by
partnerships for which JIC is general partner are also allocated a
proportionate share of these expenses. The Managing General Partner believes
that the methodology used in allocating overhead and administrative expenses is
reasonable. Reimbursements made to JIC by the Partnership for allocated
overhead and administrative expenses during the three and nine months ended
September 30, 1995 (reflecting the Partnership's approximate 24 percent
interest in the Venture) were $71,417 and $216,605, respectively, compared to
$64,294 and $204,904, respectively, for the similar 1994 periods. The
Supervising General Partner may also be reimbursed for certain expenses
incurred on behalf of the Venture. There were no reimbursements made to the
Supervising General Partner during the three and nine month periods ended
September 30, 1995 and 1994.
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(3) Financial information regarding the Venture is presented below.
UNAUDITED BALANCE SHEETS
September 30, 1995 December 31, 1994
------------------ -----------------
ASSETS
------
Cash and accounts receivable $ 492,522 $ 460,712
Investment in cable television properties 51,804,768 56,983,830
Other assets 394,196 307,504
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Total assets $ 52,691,486 $ 57,752,046
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LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Debt $ 45,903,806 $ 43,566,064
Accounts payable and accrued liabilities 1,830,162 2,184,705
Partners' contributed capital 57,344,709 57,344,709
Accumulated deficit (52,387,191) (45,343,432)
------------ ------------
Total liabilities and partners'
capital $ 52,691,486 $ 57,752,046
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UNAUDITED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
Revenues $ 4,247,004 $ 3,866,424 $12,548,419 $11,453,715
Operating expenses (2,453,694) (2,173,770) (7,334,738) (6,429,420)
Management fees and
allocated overhead
from General Partners (526,279) (476,153) (1,577,888) (1,469,724)
Depreciation and
amortization (2,466,310) (2,651,059) (7,872,219) (7,910,448)
----------- ----------- ----------- -----------
Operating loss (1,199,279) (1,434,558) (4,236,426) (4,355,877)
Interest expense (908,219) (726,878) (2,802,227) (1,932,460)
Other, net 34,197 (65,571) (5,106) (162,814)
----------- ----------- ----------- -----------
Net loss $(2,073,301) $(2,227,007) $(7,043,759) $(6,451,151)
=========== =========== =========== ===========
Management fees paid to the Managing General Partner by the Venture totaled
$212,350 and $627,421, respectively, for the three and nine months ended
September 30, 1995 compared to $193,321 and $572,686, respectively, for the
comparable 1994 periods. Supervision fees paid to the Supervising General
Partners were $21,235 and $62,742, respectively, for the three and nine months
ended September 30, 1995 compared to $19,332 and $57,269, respectively, for the
comparable 1994 periods. Reimbursements for overhead and administrative
expenses paid to JIC totaled $292,694 and $887,725, respectively, for the three
and nine months ended September 30, 1995 compared to $263,500 and $839,769,
respectively, for the comparable 1994 periods.
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IDS/JONES GROWTH PARTNERS 89-B, LTD.
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Partnership owns an approximate 24 percent interest in IDS/Jones
Joint Venture Partners (the "Venture"). The Venture owns the cable television
system serving certain areas in and around Aurora, Illinois. The Partnership's
investment in this cable television joint venture, accounted for under the
equity method, decreased by $1,718,677 compared to the December 31, 1994
balance. This decrease represents the Partnership's share of losses generated
by the Venture during the first nine months of 1995. These losses are
anticipated to continue.
As discussed above, the Partnership's investment in the Venture is
accounted for using the equity method. At September 30, 1995, the Partnership
had recorded equity losses in excess of its investment in the Venture,
resulting in a liability of $830,638. The Partnership will continue to record
equity losses because the Venture is a general partnership. It is anticipated
that the Venture will continue to generate cash from operations; however, the
net losses will result from depreciation and amortization of the Venture's
asset base. The Partnership anticipates recovering the losses in excess of its
investment in the Venture upon the eventual sale of the Venture's Aurora
System.
For the nine months ended September 30, 1995, the Venture generated
net cash from operating activities totaling $481,892, which is available to
fund capital expenditures and non-operating costs. During the first nine
months of 1995, the Venture expended approximately $2,668,000 on capital
expenditures. Approximately 47 percent of the expenditures related to plant
extensions. Approximately 31 percent of the expenditures related to
construction of service drops to subscriber homes. The remainder of the
expenditures were used for various enhancements in the Aurora System. Funding
for these expenditures was provided by borrowings from the Venture's credit
facility and cash generated from operations. Anticipated capital expenditures
for the remainder of 1995 are approximately $587,000. Approximately 68 percent
of the expenditures are for plant extensions. Approximately 23 percent of the
expenditures are for construction of service drops to subscriber homes.
Funding for the expenditures is expected to be provided by cash on hand, cash
generated from operations and borrowings from the Venture's credit facility.
On December 5, 1991, Jones Intercable, Inc. ("JIC") made an equity
investment in the Venture in the amount of $2,872,000 and a loan of $1,800,000
to the Venture. On that date, IDS Management Corporation also made an equity
investment of $2,872,000 in the Venture and a loan to the Venture in the amount
of $1,800,000. A portion of the $1,800,000 loan from IDS Management
Corporation has been repaid. See discussion below. The loans from JIC and IDS
Management Corporation are subordinate to the Venture's revolving credit and
term loan. These loans matured in the fourth quarter of 1994. IDS Management
Corporation extended its loan until December 5, 1995 and, although JIC has not
formally extended its loan, it has not demanded repayment. In the first
quarter of 1994, JIC agreed to subordinate to all other Venture debt the
$1,406,647 advance to the Venture outstanding at March 30, 1994 and IDS
Management Corporation made an additional loan of $1,000,000 to the Venture to
fund principal repayments due at the end of March 1994 on the Venture's
then-outstanding term loan. The interest rates on the respective loans, which
will vary from time to time, with respect to IDS Management Corporation's
loans, are at its cost of borrowing, and, with respect to JIC's loans, are at
its weighted average cost of borrowing. It is anticipated that the remaining
loans will be repaid over time with borrowings from the Venture's revolving
credit and term loan, as discussed below. If the December 5, 1991 loans are
not fully repaid, JIC and IDS Management Corporation, respectively, will have
the right, among other rights, to convert the unpaid portion of these loans to
equity in the Venture.
In November 1994, the Venture entered into a revolving credit and term
loan agreement with a commercial bank. This credit facility has a maximum
amount available of $45,000,000. At September 30, 1995, $40,800,000 was
outstanding under this agreement, leaving $4,200,000 available for future needs
of the Venture. Borrowings from this credit facility were used to repay the
balance of the Venture's previous term loan of $36,000,000, to repay to JIC
$1,000,000 advanced by JIC to fund the Venture's second quarter debt repayment
plus interest, to repay to IDS Management Corporation $880,000 of principal
plus interest on the $1,800,000 loan from IDS Management Corporation dated
December 5, 1991, to pay certain fees incurred in obtaining the new credit
facility and to provide liquidity for capital expenditures. During the second
quarter of 1995, the Venture repaid IDS Management Corporation an additional
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$120,000 of principal plus interest on the $1,800,000 loan dated December 5,
1991, leaving $800,000 of principal remaining to be paid on this loan. The
revolving credit period of the Venture's credit facility expires January 1,
1997, at which time the then-outstanding balance converts to a term loan
payable in 28 consecutive quarterly installments. Interest on the new credit
facility is at the Venture's option of the Base Rate plus .75 percent, the
London Interbank Offered Rate ("LIBOR") plus 1.75 percent or the Certificate of
Deposit Rate plus 1.875 percent. The effective interest rates on outstanding
obligations to non-affiliates as of September 30, 1995 and 1994 were 7.73
percent and 6.10 percent, respectively. The Venture anticipates repaying the
remaining notes outstanding to related parties with borrowings from this credit
facility. As borrowings become available, subject to leverage covenants, the
related parties' notes will be repaid including accrued interest in the
following order: first, to IDS Management Corporation the remaining $800,000
of the $1,800,000 note dated December 5, 1991; second, to JIC the $1,800,000
note dated December 5, 1991; third, to IDS Management Corporation the
$1,000,000 note dated March 30, 1994; and fourth, to JIC the $1,406,647
subordinated advance.
In January 1995, the Venture entered into an interest rate protection
contract covering outstanding debt obligations of $25,000,000. The Venture
paid a fee of $105,000. The agreement protects the Venture from LIBOR interest
rates that exceed 9 percent for two years from the date of the agreement. The
fee is being charged to interest expense over the life of the agreement using
the straight-line method.
As a result of their equity contributions to the Venture, IDS
Management Corporation and JIC each have an approximate 5 percent equity
interest in the Venture, the Partnership has an approximate 66 percent interest
and IDS/Jones 89-B has an approximate 24 percent interest. If any unpaid
portion of the December 5, 1991 subordinated loans are converted to equity, the
ownership percentages will be adjusted accordingly.
Regulatory Matters
The FCC's rate regulations related to the 1992 Cable Act contain
provisions for increasing rates for added channels, external costs and
inflation. The Venture has been able to adjust rates recently under such
provisions. Such adjustments, together with a reduction in the cost of
implementing the 1992 Cable Act compared to such costs in prior periods, are
expected to cause the Venture's revenue and cash flow to increase in fiscal
1996.
Currently, there is legislation before Congress which, if enacted,
would significantly change the regulatory environment in which the cable
industry operates. Such legislation may eliminate rate regulation and allow
telephone companies and others much broader entry into the cable television
business and, in turn, may allow cable operators into the telephone and other
telecommunications businesses. While the Managing General Partner is
encouraged by provisions of the legislation, it is too early to assess the
impact such legislation, if enacted, would have on the Venture.
RESULTS OF OPERATIONS
All of the Partnership's operations are represented exclusively by its
approximate 24 percent interest in the Venture. Revenues of the Venture
totaled $4,247,004 for the three month period ended September 30, 1995 compared
to $3,866,424 for the comparable 1994 period, an increase of $380,580, or
approximately 10 percent. Revenues totaled $12,548,419 for the nine months
ended September 30, 1995 compared to $11,453,715 for the comparable 1994
period, an increase of $1,094,704, or approximately 10 percent. Increases in
the subscriber base and basic service rate adjustments primarily accounted for
the increase in revenues for the three and nine month periods. An increase in
the subscriber base accounted for approximately 53 percent and 57 percent,
respectively, of the increase in revenues for the three and nine month periods
ended September 30, 1995. The number of basic subscribers increased by 2,963
subscribers, or approximately 7 percent, from 40,008 at September 30, 1994 to
42,971 at September 30, 1995. Basic service rate adjustments accounted for
approximately 47 percent and 38 percent, respectively, of the increases in
revenues for the three and nine month periods ended September 30, 1995. No
other individual factor was significant to the increases in revenues.
Operating expenses consist primarily of costs associated with the
administration of the Venture's cable television systems. The principal cost
components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
system maintenance expenses and consumer marketing expenses.
Operating expenses totaled $2,453,694 for the three month period ended
September 30, 1995 compared to $2,173,770 for the comparable 1994 period, an
increase of $279,924, or approximately 13 percent. Operating expenses
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totaled $7,334,738 for the nine months ended September 30, 1995 compared to
$6,429,420 for the comparable 1994 period, an increase of $905,318, or
approximately 14 percent. Operating expenses represented 58 percent and 56
percent, respectively, of revenues for the three and nine month periods ended
September 30, 1995 and 1994. Increases in programming fees and personnel
expenses, due in part to the increase in the subscriber base, primarily
accounted for the increase in operating expenses for the three and nine month
periods. No other individual factors contributed significantly to the
increase.
Management fees and allocated overhead from the General Partners
totaled $526,279 for the three month period ended September 30, 1995 compared
to $476,153 for the comparable 1994 period, an increase of $50,126, or
approximately 11 percent. Management fees and allocated overhead from the
General Partners totaled $1,577,888 for the nine months ended September 30,
1995 compared to $1,469,724 for the comparable 1994 period, an increase of
$108,164, or approximately 7 percent. The increases for the three and nine
month periods were due to the increase in revenues, upon which such management
fees are based, as well as increases in allocated expenses from JIC. JIC has
experienced increases in expenses, a portion of which is allocated to the
Venture.
Depreciation and amortization expense totaled $2,466,310 for the three
month period ended September 30, 1995 compared to $2,651,059 for the comparable
1994 period, a decrease of $184,749, or approximately 7 percent. Depreciation
and amortization expense totaled $7,872,219 for the nine months ended September
30, 1995 compared to $7,910,448 for the comparable 1994 period, a decrease of
$38,229, or less than 1 percent. These decreases were primarily due to the
maturation of a portion of the asset base.
Operating loss totaled $1,199,279 for the three month period ended
September 30, 1995 compared to $1,434,558 for the comparable 1994 period, a
decrease of $235,279, or approximately 16 percent. Operating loss totaled
$4,236,426 for the nine months ended September 30, 1995 compared to $4,355,877,
a decrease of $119,451, or approximately 3 percent. The decreases for the
three and nine month periods were due to the increases in revenues and the
decreases in depreciation and amortization expense exceeding the increases in
operating expenses and management fees and allocated overhead from the General
Partners.
The cable television industry generally measures the performance of a
cable television system in terms of cash flow or operating income before
depreciation and amortization. The value of a cable television system is often
determined using multiples of cash flow. This measure is not intended to be a
substitute or improvement upon the items disclosed on the financial statements,
rather it is included because it is an industry standard. Operating income
before depreciation and amortization expense totaled $1,267,031 for the three
month period ended September 30, 1995 compared to $1,216,501 for the comparable
1994 period, an increase of $50,530, or approximately 4 percent. Operating
income before depreciation and amortization expense totaled $3,635,793 for the
nine months ended September 30, 1995 compared to $3,554,571 for the comparable
1994 period, an increase of $81,222, or approximately 2 percent. The increases
for the three and nine month periods were due to the increases in revenues
exceeding the increases in operating expenses and management fees and allocated
overhead from the General Partners.
Interest expense totaled $908,219 for the three month period ended
September 30, 1995 compared to $726,878 for the comparable 1994 period, an
increase of $181,341, or approximately 25 percent. Interest expense totaled
$2,802,227 for the nine months ended September 30, 1995 compared to $1,932,460
for the comparable 1994 period, an increase of $869,767, or approximately 45
percent. The increases were due to higher effective interest rates and higher
outstanding balances on interest bearing obligations.
The Venture's loss totaled $2,073,301 for the three month period ended
September 30, 1995 compared to $2,227,007 for the comparable 1994 period, a
decrease of $153,706, or approximately 7 percent. Net loss totaled $7,043,759
for the nine months ended September 30, 1995 compared to $6,451,151 for the
comparable 1994 period, an increase of $592,608, or approximately 9 percent.
These changes were due to the factors discussed above. Such losses are
expected to continue.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
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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 thereunto duly authorized.
IDS/JONES GROWTH PARTNERS 89-B, LTD.
BY: JONES CABLE CORPORATION,
its Managing General Partner
By: /S/ Kevin P. Coyle
-----------------------------------
Kevin P. Coyle
Group Vice President/Finance
(Principal Financial Officer)
Dated: November 14, 1995
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
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27 Financial Data Schedule