-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KFG1c7M8rIjQJR2dMpmFjXRLQaHWxWoUAqBkTFHLMZT+3x6rin2DblqvcjPo1UE4 RDJaNwfRWWeovl1Ldr7ngQ== 0000927356-98-001958.txt : 19981120 0000927356-98-001958.hdr.sgml : 19981120 ACCESSION NUMBER: 0000927356-98-001958 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JONES GROWTH PARTNERS L P CENTRAL INDEX KEY: 0000843010 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841143409 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-54019 FILM NUMBER: 98755279 BUSINESS ADDRESS: STREET 1: 9697 E MINERAL AVE STREET 2: P O BOX 3309 CITY: ENGLEWOOD STATE: CO ZIP: 80155 BUSINESS PHONE: 3037929191 MAIL ADDRESS: STREET 1: C/O JONES INTERCABLE INC STREET 2: 9697 E MINERAL AVE PO BOX 3309 CITY: ENGLEWOOD STATE: CO ZIP: 80155-3309 FORMER COMPANY: FORMER CONFORMED NAME: SLH JONES GROWTH PARTNERS L P DATE OF NAME CHANGE: 19881227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JONES INTERCABLE INC CENTRAL INDEX KEY: 0000275605 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 840613514 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: P O BOX 3309 CITY: ENGLEWOOD STATE: CO ZIP: 80155-3309 BUSINESS PHONE: 3037923111 MAIL ADDRESS: STREET 1: 9697 EAST MINERAL AVENUE CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 14D9 1 SCHEDULE 14D9 FOR JONES INTERCABLE, INC. - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ SCHEDULE 14D-9 ___________________ Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 ___________________ JONES GROWTH PARTNERS L.P. (Name of Subject Company) JONES GROWTH PARTNERS L.P. JONES INTERCABLE, INC. (Name of Person(s) Filing Statement) LIMITED PARTNERSHIP INTERESTS (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ELIZABETH M. STEELE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY JONES INTERCABLE, INC. 9697 EAST MINERAL AVENUE ENGLEWOOD, COLORADO 80112 (303) 792-3111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND SUBJECT COMPANY The subject company is Jones Growth Partners L.P., a Colorado limited partnership (the "Partnership"). The address of the principal executive offices of the Partnership is c/o Jones Intercable, Inc., 9697 East Mineral Avenue, Englewood, Colorado 80112. The general partner of the Partnership is Jones Spacelink Cable Corporation (the "Managing General Partner"). Jones Intercable, Inc., a Colorado corporation, is the parent of the Managing General Partner ("Intercable"). The title of the class of equity securities to which this Statement relates is the limited partnership interests of the Partnership (the "Interests"). ITEM 2. TENDER OFFER OF THE BIDDER This Statement relates to the offer (the "Offer") by Madison Liquidity Investors 104, LLC, a Delaware limited liability company ("Madison"), to purchase for cash up to 8,488 of the Interests, representing approximately 9.9% of the Interests outstanding, at a purchase price of $450 per Interest (less the $50 transfer fee and the amount of any distributions paid with respect to the Interests between the date of Madison's Offer and the expiration date of the Offer)(the "Offer Price"), as disclosed in the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") dated November 5, 1998 filed by Madison with the Securities and Exchange Commission and mailed to the limited partners. According to the Schedule 14D-1, Madison's principal business address is P.O. Box 7461, Incline Village, Nevada 89452. ITEM 3. IDENTITY AND BACKGROUND (a) This Statement is being filed by the Partnership and by Intercable. The name and business address of the Partnership is set forth in Item 1 above. The address of Intercable and of the Managing General Partner is 9697 East Mineral Avenue, Englewood, Colorado 80112. The Partnership's associate general partner is Growth Partners, Inc., an affiliate of Lehman Brothers Inc. (the "Associate General Partner"), whose address is 3 World Financial Center, 29th Floor, New York, New York 10285. The Managing General Partner and the Associate General Partner are referred to in this Statement collectively as the "General Partners." 2 (b)(1) Pursuant to the Partnership's limited partnership agreement (the "Partnership Agreement"), which is filed as Exhibit (c)(1) hereto, the Managing General Partner is the managing general partner of the Partnership. The Managing General Partner has responsibility for all aspects of the Partnership's operations. The Partnership itself has no officers, directors or employees. Of the 85,740 Interests outstanding, the Managing General Partner owns 850 Interests, or approximately 1% of the outstanding Interests. The Associate General Partner and the officers and directors of the General Partners do not own any Interests. The Partnership Agreement contains the terms and conditions of the financial arrangements between the General Partners, on the one hand, and the Partnership and its limited partners, on the other. For example, the Partnership Agreement provides that 1% of every item of Partnership income, loss, deduction and credit shall be allocated to the Managing General Partner, and the Managing General Partner will be entitled to 15% and the Associate General Partner will be entitled to 10% of the net proceeds from the sales of Partnership-owned cable television systems after the limited partners receive a return of 100% of their initial capital contributions plus an 8% liquidation preference. The Managing General Partner also receives a management fee and reimbursement of its expenses from the Partnership. The Associate General Partner also is entitled to a supervisory fee. In addition, certain affiliates of the General Partners currently receive, have received or in the future are entitled to receive fees from the Partnership for programming, brokerage and other services provided to the Partnership. Except as described herein and in the Partnership Agreement, which is filed as Exhibit (c)(1) hereto, and in Item 13. Certain Relationships and Related Transactions of the Partnership's Annual Report on SEC Form 10-K for the fiscal year ended December 31, 1997, which is filed as Exhibit (c)(2) hereto, to the best knowledge of the Partnership and Intercable, there are no material contracts, agreements, arrangements or understandings or any actual or potential conflicts of interest between the Partnership and its limited partners, on the one hand, and the General Partners or the directors and executive officers of the General Partners or affiliates thereof, on the other hand. And, except as described herein, to the best knowledge of the Partnership and Intercable, there are no material contracts, agreements, arrangements or understandings or any actual or potential conflicts of interest between the Partnership and its limited partners, on the one hand, and the General Partners or the directors and executive officers of the General Partners or affiliates thereof, on the other hand, with respect to the Offer. (b)(2) Except for the letter agreement dated June 17, 1997 by and among the Managing General Partner, the Partnership and an affiliate of Madison, which is described below and is filed as Exhibit (c)(3) hereto, relating to prior 3 unregistered tender offers for Interests by affiliates of Madison, to the best knowledge of the Partnership and Intercable, there are no material contracts, agreements, arrangements or understandings or any actual or potential conflicts of interest between the Partnership or the General Partners or the directors and executive officers of the General Partners or affiliates thereof, on the one hand, and Madison or its executive officers, directors or affiliates, on the other hand. During the past several years, an affiliate of Madison known as Madison Partnership Liquidity Investors 30, LLC has acquired Interests through unregistered tender offers for Interests in the Partnership and through purchases of Interests on the very limited secondary market for limited partnership interests. As of October 15, 1998, this affiliate of Madison owned a total of approximately 4,051 Interests, or approximately 4.7% of the outstanding Interests. Pursuant to the terms of a letter agreement dated June 17, 1997 among the Partnership, the Managing General Partner and the affiliate of Madison known as Gramercy Park Investments, LP, Madison and its affiliates received a list of the names and addresses of the limited partners of the Partnership for their use in conducting unregistered tender offers for Interests in the Partnership. In return for the list, which Madison recently returned to the Partnership, Madison and its affiliates agreed to the following terms and conditions: (1) Madison and its affiliates agreed to treat the partnership list as confidential and proprietary information of the Partnership and the Managing General Partner; (2) Madison and its affiliates agreed that the list of limited partners obtained by them pursuant to the letter agreement would be used solely for the purpose of contacting limited partners of the Partnership to inquire as to whether they wished to sell their Interests in the Partnership to Madison or one of its affiliates and for no other purpose; (3) Madison and its affiliates agreed to safeguard the list and to treat it as confidential information; (4) Madison and its affiliates represented that all of the Interests of the Partnership acquired by them would be acquired for investment purposes only and not with an intention to resell the Interests; (5) Madison and its affiliates agreed that on any proposal or issue submitted to a vote of the limited partners of the Partnership, Madison and its affiliates 4 would vote all of their Interests in the Partnership in the same manner as the majority of all other limited partners who vote on any such proposal or issue; (6) Madison and its affiliates represented that, for the 12-month period commencing on June 17, 1997, Madison and its affiliates would not acquire, attempt to acquire or make a proposal to acquire, directly or indirectly, more than a 5% interest in the Partnership; (7) Madison and its affiliates agreed to limit their purchases of 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 and Madison and its affiliates agreed that they would not ask the Managing 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(1) of Internal Revenue Service Notice 88-75; (8) Madison and its affiliates agreed that the price offered by them for Interests in the Partnership pursuant to their unregistered tender offers would be no less than $325 per Interest; (9) Madison and its affiliates agreed to submit any communication that they intended to send to the limited partners of the Partnership in connection with their unregistered tender offers to the Managing General Partner prior to use; (10) Madison and its affiliates agreed to make clear in their communications to the limited partners that they were not affiliated with the Partnership or with the Managing General Partner; (11) Madison and its affiliates agreed to pay costs incurred by the Partnership in connection with the production of the partnership list and the processing of transfers related to these unregistered tender offers including, without limitation, all printing, mailing, and other administrative expenses incurred by the Partnership in connection with such registered tender offers to the extent that such costs were not covered by the transfer fees paid by Madison and its affiliates in connection with its unregistered tender offers for Interests and in an amount not to exceed $5,000; (12) Madison and its affiliates agreed to use transfer of interest forms that conformed to the transfer of interest processes approved for use by the Managing 5 General Partner, including, without limitation, the requirements for medallion guaranteed signatures for transferors and transferees; and (13) Madison and its affiliates agreed that they would return the list of limited partners of the Partnership to the Managing General Partner (without making any copies thereof) within ten business days of the completion of their unregistered tender offers. Madison and/or its affiliates conducted unregistered tender offers for Interests at a price of approximately $325 per Interest. ITEM 4. THE SOLICITATION OR RECOMMENDATION (a) This Statement relates to the recommendation by Intercable and the Partnership with respect to the Offer. A letter to the limited partners of the Partnership communicating the views of Intercable and of the Partnership with respect to the Offer is filed as Exhibit (a)(1) hereto and is incorporated herein by reference. For the reasons set forth below, the Partnership and Intercable are remaining neutral and are making no recommendation as to whether limited partners should tender their Interests in response to the Offer. In considering whether to tender their Interests, the Partnership and Intercable believe that limited partners should carefully consider all of the surrounding facts and circumstances and should review all available information including, among other things, the information contained in the Partnership's most recent quarterly report on SEC Form 10-Q for the quarter ended September 30, 1998 as well as the considerations noted below. For those limited partners who have no current need for liquidity and expect to retain their Interests in the Partnership through an anticipated orderly liquidation of the Partnership by the end of 1999, the Offer may be inadequate and not in their best interests. For those limited partners who have an immediate need for liquidity or who conclude that the risks of a longer holding period are significant, however, the Offer may indeed be adequate and in their best interests. (b) The reasons for the neutral position taken by the Partnership and Intercable are as follows: 6 . THE PARTNERSHIP'S CABLE TELEVISION SYSTEM IS ABOUT TO BE SOLD. In August 1998, the Partnership entered into an asset purchase agreement to sell its Wheaton System to an unaffiliated party for a contract sales price of $103,000,000, subject to customary closing adjustments. Intercable currently estimates that the closing of the sale of the Partnership's cable television system will occur during the first quarter of 1999. Because the closing of the sale is conditioned upon, among other things, the approval of the limited partners of the Partnership and the receipt of material third party consents necessary for the transfer of the system to the buyer, there can be no assurance that the proposed sale will occur or that it will occur by the end of the first quarter of 1999. . INTERCABLE CURRENTLY ESTIMATES THAT THE AGGREGATE CASH DISTRIBUTIONS TO LIMITED PARTNERS FROM THE NET PROCEEDS OF THE PENDING SALE WILL BE AT LEAST $708 PER INTEREST, AN AMOUNT SUBSTANTIALLY IN EXCESS OF THE PURCHASE PRICE CONTAINED IN THE OFFER. The foregoing estimate reflects the expected gross proceeds from the sale reduced by repayment of Partnership debts, the settlement of working capital adjustments and the deposit of a portion of the sale proceeds into an indemnity escrow account. Relative to the estimated $708 per Interest in cash distributions from the pending sale, the Offer Price ($450 per Interest, less the $50 transfer fee and the amount of any distributions paid with respect to the Interests between the date of Madison's Offer and the expiration date of the Offer) is rather low. There can be no assurance, however, that the aggregate cash distributions to limited partners from the net proceeds of the pending sale will be equal to Intercable's current estimate because a variety of factors including, among other things, unanticipated downward closing adjustments to the sales price under the terms of the asset purchase agreement could result in a smaller amount of net sale proceeds available for distribution to the limited partners by the Partnership. If the cash distributions ultimately made to the limited partners are materially less than currently estimated, the Offer Price may in hindsight seem to be fair and adequate. . INTERCABLE CURRENTLY ANTICIPATES THAT DISTRIBUTION OF THE NET SALE PROCEEDS FROM THE PENDING SALE (EXCLUDING ESCROWED PROCEEDS) WILL BE MADE BY THE END OF THE FIRST QUARTER OF 1999. Intercable currently anticipates that the closing of the pending sale will occur during the first quarter of 1999 and the Partnership will distribute the net sale proceeds as quickly as events allow thereafter. Pending distribution to the limited partners, the net proceeds from the sale will 7 be held by the Partnership in short-term, interest-bearing liquid investments, and distributions paid to limited partners will include interest earned on such funds. Intercable currently estimates that a distribution of the net sale proceeds from the pending sale (excluding escrowed proceeds) will be made by the end of the first quarter of 1999. It is expected that any remaining escrowed proceeds will be distributed by the end of 1999. There can be no assurance, however, that the net sale proceeds from the pending sale (excluding escrowed proceeds) will be made by the end of the first quarter of 1999 because there can be no assurance that the pending sale will close by such date. In addition, because the escrowed proceeds will be subject to potential claims by the purchaser of the system, there can be no assurance that there will be a further distribution of all or any portion of the sale proceeds to be placed in escrow. . LIMITED PARTNERS WHO SELL ANY INTEREST TO MADISON PURSUANT TO THE OFFER WILL NOT RECEIVE ANY DISTRIBUTIONS TO BE MADE BY THE PARTNERSHIP WITH RESPECT TO THAT INTEREST ONCE THAT INTEREST IS TRANSFERRED TO MADISON, INCLUDING DISTRIBUTIONS OF THE NET PROCEEDS FROM THE SALE OF THE WHEATON SYSTEM. All distributions of net sale proceeds will be made to the limited partners of record as of the closing date of the pending sale, which is expected to occur in the first quarter of 1999 and after the announced expiration date of the Offer. . AS SET FORTH IN MADISON'S MATERIALS MAILED TO THE LIMITED PARTNERS, MADISON IS MAKING THE OFFER FOR INVESTMENT PURPOSES AND WITH THE INTENTION OF MAKING A PROFIT FROM THE OWNERSHIP OF THE INTERESTS. In establishing the purchase price of $450 per Interest (less the $50 transfer fee and the amount of any distributions paid with respect to the Interests between the date of Madison's Offer and the expiration date of the Offer), Madison was motivated to establish the lowest price that might be acceptable to limited partners consistent with Madison's objectives. . BECAUSE OF THE LIMITED NUMBER OF INTERESTS THAT CAN BE TRANSFERRED DURING THE REMAINDER OF 1998, IT IS PROBABLE THAT ALL OR A SIGNIFICANT PORTION OF THE INTERESTS TENDERED TO MADISON PURSUANT TO THE OFFER WILL NOT BE TRANSFERRED DURING 1998. As more fully described under Item 8 below, the Managing General Partner will not approve transfers of Interests in any tax year of the Partnership if such transfers, together with all other 8 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(1) of the Internal Revenue Service Notice 88-75. As of the date of this Statement, transfers of 3,150 Interests already have been processed during the 1998 tax year of the Partnership and, accordingly, only 1,137 Interests remain available for transfer during the remainder of this 1998 tax year. The Managing General Partner does anticipate that additional transfers of Interests may be effected in the new tax year of 1999. The Managing General Partner's policy of limiting transfers to the 5% IRS safe harbor may have the effect of limiting the number of Interests that can be transferred pursuant to the Offer. Limited partners who are motivated to tender their Interests to Madison pursuant to the Offer primarily in order to make 1998 the final year for which they receive a K-1 Tax Form from the Partnership should not assume that the transfer of their Interests will be effectuated by the Managing General Partner in 1998. Limited partners whose Interests are transferred to Madison in 1999 will be considered limited partners of the Partnership during 1999 and thus they will receive K-1s for the 1999 tax year in early 2000. It is currently anticipated the Partnership will be liquidated and dissolved before the end of 1999 and that 1999 thus will be the final year for which all limited partners of the Partnership will receive K-1s. . LIMITED PARTNERS WHO FULLY LIQUIDATE THEIR INTERESTS PURSUANT TO A SALE OF THEIR INTERESTS TO MADISON PURSUANT TO THE OFFER WILL HAVE THE OPPORTUNITY TO LIQUIDATE THEIR INVESTMENT IN THE PARTNERSHIP WITHOUT THE USUAL TRANSACTION COSTS ASSOCIATED WITH SECONDARY MARKET SALES, THEY WILL GAIN LIQUIDITY AND THEY MAY BE ABLE TO REDUCE THEIR TAX PREPARATION FEES AND, IF THEIR INTERESTS ARE HELD IN AN INVESTMENT RETIREMENT ACCOUNT OR SIMILAR DEFERRED COMPENSATION PLAN, THEY MAY BE ABLE TO REDUCE THEIR CUSTODIAL FEES. Intercable is aware that many limited partners incur substantial tax preparation and custodial fees that, in some cases, may exceed the difference in value between a $708 per Interest distribution and a $450 per Interest sale to Madison. For such limited partners, a sale of all of their Interests to Madison pursuant to the Offer may be advantageous, but each limited partner should consult their own financial and tax advisors with respect to these matters. . LIMITED PARTNERS MAY BE ABLE TO SELL THEIR INTERESTS FOR A HIGHER PRICE THAN THE PRICE OFFERED BY MADISON. Intercable recommends that limited partners who seek liquidity but who do not 9 wish to sell their Interests for cash pursuant to the Offer make their own inquiry as to alternative transactions that may be available, including, among others, the limited secondary market for trading limited partnership interests, any pending tender offer and any other offer that may be announced prior to the expiration of the Offer. For example, Intercable is aware that Smithtown Bay, LLC, another limited partner of the Partnership that together with its affiliates currently own approximately 3,271 Interests, or approximately 3.8% of the outstanding Interests, is currently conducting an unregistered tender offer for Interests at a purchase price of $500 per Interest (less the $50 transfer fee), all as more specifically detailed in Smithtown Bay's materials dated November 13, 1998 mailed to the limited partners. . MADISON MAY NOT PURCHASE ALL OF THE INTERESTS TENDERED AND MAY VOTE ITS INTERESTS IN A MANNER ADVERSE TO OTHER LIMITED PARTNERS. Limited partners should be aware that, because the Offer seeks to purchase only up to 8,488, and not all, of the Interests, if any limited partner tenders Interests in the Offer, Madison may purchase less than all of the Interests tendered by each limited partner. See "Section 4. Proration." in Madison's Schedule 14D-1 dated November 5, 1998. Accordingly, each limited partner who tenders Interests may continue to hold Interests in the Partnership at a time when Madison may hold a significant number of Interests and may seek to vote those Interests in a manner adverse to other limited partners. Limited partners should be aware that Madison may take the position that its agreement (described under Item 3(b)(2) above) to vote its Interests in the same manner as a majority of all other limited partners does not apply to Interests acquired pursuant to the Offer, although Intercable would take the position that the commitment made by an affiliate of Madison to vote with the majority of all limited partners would apply to all Interests owned by Madison and its affiliates however acquired by them. The Partnership is currently conducting a vote of the limited partners of record as of October 15, 1998 on the sale of the Wheaton System. The Partnership does not expect to conduct any further votes of the limited partners of the Partnership but there can be no assurance that it will not do so. Although Intercable has no reason to believe that Madison will vote those Interests acquired by it pursuant to the Offer in a manner adverse to other limited partners if additional limited partner votes become necessary, there can be no assurance that it will not do so. THE PARTNERSHIP AND INTERCABLE URGE ALL LIMITED PARTNERS TO CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED HEREIN AND TO CONSULT WITH THEIR OWN ADVISORS, 10 TAX, FINANCIAL OR OTHERWISE, IN EVALUATING THE TERMS OF THE OFFER BEFORE DECIDING TO TENDER INTERESTS. IN PARTICULAR, THE PARTNERSHIP AND INTERCABLE HAVE NOT TAKEN INTO ACCOUNT THE TAX CONSEQUENCES TO INDIVIDUAL LIMITED PARTNERS AS A RESULT OF EITHER (A) THE PENDING SALE AND THE DISSOLUTION OF THE PARTNERSHIP OR (B) ACCEPTING OR REJECTING THE OFFER, AND THOSE TAX CONSEQUENCES COULD VARY SIGNIFICANTLY FOR EACH LIMITED PARTNER BASED ON SUCH LIMITED PARTNER'S UNIQUE TAX SITUATION OR OTHER CIRCUMSTANCES. NO INDEPENDENT PERSON HAS BEEN RETAINED TO EVALUATE OR RENDER ANY OPINION WITH RESPECT TO THE FAIRNESS OF THE OFFER PRICE. ITEM 5. PERSON RETAINED, EMPLOYED OR TO BE COMPENSATED Neither the Partnership nor the General Partners nor Intercable, nor any person acting on their behalf, intends to employ, retain or compensate any other person to make solicitations or recommendations to the limited partners of the Partnership in connection with the Offer. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES (a) To the best knowledge of the Partnership and Intercable, no transactions in the Interests have been effected during the past 60 days by the Partnership, by the General Partners, by Intercable or by any affiliates or subsidiaries of such persons (including any executive officer or director of the General Partners). (b) To the best knowledge of the Partnership and Intercable, the officers and directors of the General Partners do not own any Interests. The Associate General Partner does not own any Interests. The Managing General Partner owns 850 Interests. The Managing General Partner does not presently intend to tender to Madison any of its Interests. 11 ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY (a) The Partnership is not engaged in any negotiations in response to the Offer that relates to or would result in: (1) an extraordinary transaction, such as a merger or reorganization, involving the Partnership or any subsidiary of the Partnership; (2) a purchase, sale or transfer of a material amount of assets by the Partnership or any subsidiary of the Partnership; (3) a tender offer for or other acquisition of securities by or of the Partnership; or (4) any material change in the present capitalization or distribution policy of the Partnership. As disclosed under Item 4 above, the Partnership is currently in the process of selling its cable television system. The Partnership intends to wind up its affairs and dissolve in late 1999 or early 2000 following the termination of indemnity escrow period related to the pending sale. The asset purchase agreement for the sale of the Partnership's cable television system described in Item 4 above was entered into (and the Partnership's plans for dissolution were formulated) prior to Madison's Offer and were not entered into (or formulated) in response to the Offer. (b) There are no transactions, board or partnership resolutions, agreements in principle or signed contracts in response to the Offer, which relate to or would result in one or more of: (1) an extraordinary transaction, such as a merger or reorganization, involving the Partnership or any subsidiary of the Partnership; (2) a purchase, sale or transfer of a material amount of assets by the Partnership or any subsidiary of the Partnership; (3) a tender offer for or other acquisition of securities by or of the Partnership; or (4) any material change in the present capitalization or distribution policy of the Partnership. As indicated under Item 7(a) and described under Item 4 above, however, the Partnership, prior to the Offer, had entered into an agreement for the sale of its cable television system and had formulated the intention to wind up its affairs and dissolve after consummation of the sale and termination of the indemnity escrow period related thereto. The sale of the Partnership's assets is expected to be consummated during the first quarter of 1999 and it is anticipated that the Partnership will be liquidated and dissolved in late 1999 or early 2000. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED Limited partners are advised that all transfers of Interests of the Partnership are subject to the Managing General Partner's consent once all necessary transfer 12 documents are received, reviewed and approved by the Managing General Partner. The Managing General Partner will not approve transfers of Interests in the Partnership unless the proper transfer documents are completed in full and unless both the transferor and the transferee execute the documents with signatures medallion guaranteed. A $50 per transfer fee also must be paid before the Managing General Partner will consent to a transfer of Interests. Even if all documentation is properly completed and the fee is paid, the Managing General Partner retains the right not to consent to any transfer of Interests in its sole discretion. The Partnership currently is treated as a partnership for Federal income tax purposes, and the Managing General Partner has a fiduciary duty to all limited partners to take all action necessary to preserve this tax treatment. The Managing General Partner will take no action that could cause the Partnership to be treated as an association taxable as a corporation and not as a partnership for Federal income tax purposes. It is therefore the policy of the Managing General Partner that it will not 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(1) of the Internal Revenue Service Notice 88-75. The Managing General Partner believes that this policy serves the best interests of the Partnership and its limited partners and it will not be waived for any reason. The Managing General Partner has informed Madison of this policy and, pursuant to the June 17, 1997 letter agreement described under Item 3(b)(2) above, Madison has agreed that it will not ask the Managing General Partner to approve any transfers of Interests in 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. The Managing General Partner believes, and it has informed Madison of its belief, that this commitment of Madison relates to transfer requests arising from the Offer. Section 3.5(a) of the Partnership Agreement sets forth the conditions for the transfer of Interests. Among other provisions, Section 3.5(a) of the Partnership Agreement provides that Interests "may be assigned only with the consent of the Managing General Partner in its sole discretion" and that "the Managing General Partner may refuse to consent to any transfer if, in the sole discretion and judgment of the Managing General Partner, the transfer would be transacted on, or treated as transacted on, a secondary market or the substantial equivalent thereof or would cause the aggregate transfers to exceed permissible safe harbor limits on the trading of interests under administrative interpretations under Section 7704 of the Code; not withstanding the foregoing, no transfers or 13 assignments will be permitted if such transfers or assignments would cause the aggregate transfers or assignments to exceed the permissible safe harbor limits under administrative interpretations under Section 7704 of the Code." From the outset of the Partnership, the Managing General Partner has refused to consent to any transfer if, in the sole discretion and judgment of the Managing General Partner, the transfer would be transacted on, or treated as transacted on, a secondary market or the substantial equivalent thereof or would cause the aggregate transfers to exceed permissible safe harbor limits on the trading of interests under administrative interpretations under Section 7704 of the Code. The provisions of the Partnership Agreement together with advice the Managing General Partner and the Partnership have received from its outside tax consultants at Arthur Andersen LLP, form the basis for the Managing General Partner's policy to deny transfers of Interests if such transfers would exceed the 5% IRS safe harbor. This policy of limiting transfers to the 5% IRS safe harbor may have the effect of limiting the number of Interests that can be transferred pursuant to the Offer. As of the date of this Statement, transfers of 3,150 Interests already have been processed during the 1998 tax year of the Partnership and, accordingly, only 1,137 Interests remain available for transfer during the remainder of this 1998 tax year. The Managing General Partner anticipates that additional transfers of Interests may be effected in the new tax year of 1999. All distributions to limited partners of the Partnership from the net proceeds of the sales of the Partnership's cable television systems will be made to the Partnership's limited partners of record as of the closing dates of the sales of the systems. Therefore, all distributions to limited partners of the Partnership from the net proceeds of the sale of the Wheaton System will be made to the Partnership's limited partners of record as of the closing date of the sale of the system. Limited partners who tender their Interests to Madison pursuant to the Offer prior to the record date for the sale distributions will not receive distributions from the sale. In addition, limited partners are advised that because transferees of Interests following the closing date of the sale of the cable television system owned by the Partnership would not be entitled to any distributions from the Partnership, transfers of Interests following the closing date of the sale of the system held by the Partnership would have no economic value. The Managing General Partner therefore has determined that, pursuant to the authority granted to it by Section 3.5(a)(1) of the Partnership Agreement, it will not approve any transfers of Interests following the closing of the sale of the Partnership's cable 14 television systems. Transfers of Interests pursuant to registered or unregistered tender offers, in the secondary market or otherwise will therefore not be possible following the closing the sale of the Partnership's cable television systems, which is expected to occur before the end of the first quarter of 1999. Secondary market sales activity for the Interests, including privately negotiated sales, has been limited and sporadic. The Partnership's Annual Report on SEC Form 10-K for the fiscal year ended December 31, 1997 states that "there is no public market for the limited partnership interests and it is not expected that a market will develop in the future." Privately negotiated sales and sales through intermediaries (e.g., through the matching services for buyers and sellers of partnership interests operated by certain firms unaffiliated with the General Partners and the Partnership) currently are the primary means available to a limited partner to liquidate an investment in the Interests (other than tender offers to purchase, including the Offer) because the Interests are not listed or traded on any exchange or quoted on any NASDAQ list or system. Because there has never been an established trading market for the Interests, Intercable and the Partnership do not have access to any reliable, official information about the historical or current market prices for the Interests in the very limited secondary market where the Interests from time to time have been sold. Intercable believes that the secondary market deeply discounts the underlying value of the Interests due to their highly illiquid nature. Therefore, even if trading information were available, the historical or current market prices for the Interests would not necessarily be indicative of the value of the Interests and/or the Partnership's cable television system assets. During the past several years, however, several limited partners of the Partnership who are not in any other way affiliated with the Partnership or the General Partners conducted unregistered tender offers for Interests in the Partnership at prices ranging from $300 per Interest to $325 per Interest. Madison and/or an affiliate conducted unregistered tender offers for Interests at a price of approximately $325 per Interest pursuant to which Madison and its affiliates acquired approximately 4,051 Interests, approximately 4.7% of the outstanding Interests. 15 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Description - --------- ----------- (a)(1) Letter dated November 19, 1998, from the Partnership and Jones Intercable, Inc. to the limited partners of Jones Growth Partners L.P. (c)(1) Limited Partnership Agreement of Jones Growth Partners L.P. made and entered into as of June 9, 1989, by and among Jones Spacelink Cable Corporation and Growth Partners, Inc., as general partners, and the limited partners (previously filed with the Securities and Exchange Commission as Exhibit 3 to the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (File No. 0-17916) filed in March 1990 and hereby incorporated herein by reference). (c)(2) Item 13. Certain Relationships and Related Transactions on pages 28 and 29 of the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (previously filed with the Securities and Exchange Commission (File No. 0-17916) in March 1998 and hereby incorporated herein by reference). (c)(3) Letter Agreement dated June 17, 1997 by and among Jones Spacelink Cable Corporation, Jones Growth Partners L.P. and Gramercy Park Investments, LP relating to prior unregistered tender offers for Interests by an affiliate of Madison.
16 After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. JONES GROWTH PARTNERS L.P., a Colorado limited partnership By: Jones Spacelink Cable Corporation, its managing general partner, a Colorado corporation By: /s/ James B. O'Brien ------------------------------------------ James B. O'Brien President JONES INTERCABLE, INC., a Colorado corporation By: /s/ Kevin P. Coyle ------------------------------------------ Kevin P. Coyle Group Vice President/Finance Dated: November 19, 1998 17 EX-99.(A)(1) 2 LETTER DATED NOVEMBER 19, 1998 [JONES INTERCABLE LOGO] Exhibit (a)(1) November 19, 1998 Dear Limited Partner of Jones Growth Partners L.P.: Jones Growth Partners L.P., a Colorado limited partnership (the "Partnership"), and Jones Intercable, Inc., a Colorado corporation ("Intercable") and the parent of Jones Spacelink Cable Corporation, the managing general partner of the Partnership have reviewed the unsolicited tender offer to purchase limited partnership interests of the Partnership (the "Interests") for a purchase price of $450 per Interest (the "Offer") made by Madison Liquidity Investors 104, LLC, a Delaware limited liability company ("Madison"), on November 5, 1998. The Partnership and Intercable have filed with the Securities and Exchange Commission a Recommendation Statement on Schedule 14D-9, relating to the Offer. A copy of that Recommendation Statement on Schedule 4D-9 is enclosed with this letter and it should be carefully reviewed by each limited partner. As more fully described in the Recommendation Statement on Schedule 14D-9, the Partnership and Intercable are making no recommendation as to whether limited partners should tender their Interests in response to the Offer. For those limited partners who have no current need for liquidity and expect to retain their Interests in the Partnership through an anticipated orderly liquidation of the Partnership by the end of 1999, the Offer may be inadequate and not in their best interests. For those limited partners who have an immediate need for liquidity or who conclude that the risks of a longer holding period are significant, however, the Offer may indeed be adequate and in their best interests. In considering whether to tender Interests, the Partnership and Intercable believe that limited partners should carefully consider all of the facts and circumstance and should review all available information. Factors that could affect a limited partner's decision may include, but are by no means limited to, the following: . The Partnership's cable television system is about to be sold, and Intercable currently estimates that the closing of the sale will occur during the first quarter of 1999. . Aggregate cash distributions to limited partners from the net proceeds of the pending sale are currently estimated to be at least $708 per Interest, an amount substantially greater than the $450 per Interest that Madison is offering. . A distribution of a substantial portion of the net sale proceeds is expected to be made by the end of the first quarter of 1999. . Limited partners who sell any Interests to Madison pursuant to the Offer will not receive any distributions to be made from the pending sale. . As set forth in the materials you received from Madison, Madison is making its Offer for investment purposes and with the intention of making a profit from its ownership of the Interests. . Limited partners who desire to sell their Interests have other means of doing so, including by tendering Interests to Smithtown Bay, LLC, which is conduct an unregistered tender offer pursuant to which it is offering to purchase Interests is at a purchase price of $500 per Interest. TO THE EXTENT THAT YOU HAVE PREVIOUSLY TENDERED INTERESTS PURSUANT, TO MADISON'S OFFER, YOU SHOULD CONSIDER THAT YOU HAVE A RIGHT TO WITHDRAW YOUR TENDER BY FOLLOWING THE PROCEDURES SET FORTH UNDER "SECTION 5. WITHDRAWAL RIGHTS" IN MADISON'S OFFER TO PURCHASE DATED NOVEMBER 5, 1998. Madison's Offer to Purchase provides that Interests tendered pursuant to Madison's Offer may be withdrawn at any time prior to the Offer's expiration date. For withdrawal to be effective, a written notice of withdrawal must be timely received by Madison's transfer agent, Gemisys Tender Services at 7103 South Revere Parkway, Englewood, Colorado 80112 before Madison's Offer expires. Any such notice of withdrawal must specify the name of the person who tendered the Interests to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed and it must also contain a medallion signature guarantee. The attached Recommendation Statement on Schedule 14D-9 expands upon the reasons for the neutral position taken by the Partnership and Intercable concerning Madison's Offer, and contains additional information about the potential risks to limited partners from their continuing to hold their Interests through the planned liquidation of the Partnership. We urge you to read the Schedule 14D-9 carefully. Very truly yours, Jones Growth Partners L.P., a Colorado limited partnership By: Jones Spacelink Cable Corporation, a Colorado corporation, its managing general partner Jones Intercable, Inc., a Colorado corporation and the parent of Jones Spacelink Cable Corporation EX-99.(C)(3) 3 LETTER AGREEMENT DATED JUNE 17, 1997 [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 -------------------------------------- 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 ---------------------------------------- Name: Bryan E. Gordon -------------------------------------- Title: Managing Director ------------------------------------- Date: 6/19/97 -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----