8-K

 
                      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):  April 7, 1999



                     IDS/JONES GROWTH PARTNERS 89-B, LTD.
                     ------------------------------------
            (Exact name of registrant as specified in its charter)


       Colorado                          0-17734                 84-1060546
       --------                          -------                 ----------
(State of Organization)           (Commission File No.)        (IRS Employer
                                                             Identification No.)



   P.O. Box 3309, Englewood, Colorado  80155-3309              (303) 792-3111
 --------------------------------------------------            --------------
(Address of principal executive office and Zip Code)           (Registrant's
                                                                telephone no.
                                                            including area code)

 
Item 1. Changes in Control of Registrant
        --------------------------------

        The managing general partner of IDS/Jones Growth Partners 89-B, Ltd. is
Jones Cable Corporation, a wholly owned subsidiary of Jones Intercable, Inc.
("Intercable"). On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Intercable. Comcast now owns
approximately 12.8 million shares of Intercable's Class A Common Stock and
approximately 2.9 million shares of Intercable's Common Stock, representing
approximately 37% of the economic interest and 47% of the voting interest in
Intercable. Also on that date, Comcast contributed its shares in Intercable to
Comcast's wholly owned subsidiary, Comcast Cable Communications, Inc. ("Cable
Communications"). The approximately 2.9 million shares of Common Stock of
Intercable owned by Comcast represents approximately 57% of the outstanding
Common Stock, which class of stock is entitled to elect 75% of the board of
directors of Intercable. As a result of this transaction, Intercable is now a
consolidated public company subsidiary of Comcast Cable. The completion of this
transaction was announced in a press release made by Comcast on April 7, 1999, a
copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

        Comcast acquired its controlling interest in Intercable through the
closings of the following agreements: (1) the Agreement dated August 12, 1998,
by and among Comcast, the Jones Entities (as defined below) and certain
affiliates of the Jones Entities named therein; (2) the Purchase and Sale
Agreement dated May 22, 1998 by and among Comcast, BTH (as defined below), BTH
(U.S. Cable) Limited ("US Cable") and BTH (Intercable) Limited ("BTH
Intercable"), as amended by the Amended and Restated Purchase and Sale
Agreement, dated August 12, 1998, by and among Comcast, BTH, US Cable and BTH
Intercable; (3) Amendment No. 1 to the Option Agreements, dated August 12, 1998,
by and among certain of the Jones Entities and The Bank of New York (as
successor agent to Morgan Guaranty Trust Company of New York) as agent for BTH
and Comcast and (4) the Agreement and Amendment No. 1 to Shareholders Agreement
by and among Intercable, the Jones Entities, BTH, US Cable and BTH Intercable,
which Comcast entered in May and August 1998 with Intercable's former principal
shareholders - Mr. Glenn R. Jones, Jones International, Ltd., Jones
Entertainment Group, Ltd., Jones Space Segment, Inc., Jones Global Group, Inc.,
Jones Interdigital, Inc., Jones Grantor Business Trust and Jones International
Grantor Business Trust (collectively, the "Jones Entities") and BCI Telecom
Holdings Inc. ("BTH"). The agreements provided for, among other things, (i) the
immediate exercise of the control option and the acquisition by Comcast of
Intercable's Common Stock that was owned by the Jones Entities, (ii) the
acquisition by Comcast of Intercable's Class A Common Stock that was
beneficially owned by US Cable and (iii) the resignation of all of the directors
of Intercable other than those certain directors mutually designated by the
Jones Entities and BTH pursuant to the Shareholders Agreement and the election
of directors designated by Comcast to fill such vacancies.  The transactions
described above closed on April 7, 1999, and Comcast paid BCE Inc., as successor
to BTH, $508,159,632.36 in cash for its shares of Class A Common Stock and
Comcast paid the Jones Entities $148,113,063.90 in cash for their shares of
Common Stock.  

 
Comcast had previously paid the Jones Entities $50,000,000 in cash on August 12,
1998. Comcast financed these payments through the use of working capital.

        Also on April 7, 1999, the Bylaws of Intercable were amended to
establish the size of the board of directors as a range from eight to thirteen
directors and the board was reconstituted so as to have eight directors.
Pursuant to the terms of the agreements among Comcast, BTH and the Jones
Entities, on April 7, 1999, the following directors of Intercable resigned:
Robert E. Cole, Josef J. Fridman, James J. Krejci, James B. O'Brien, Raphael M.
Solot, Robert Kearney, Howard O. Thrall, Siim Vanaselja, Sanford Zisman and
Glenn R. Jones. In addition, Donald L. Jacobs resigned as a director elected by
the holders of Class A Common Stock and was elected by the remaining directors
as a director elected by the holders of Common Stock. The remaining directors
elected the following persons to fill the vacancies on the board created by such
resignations: Ralph J. Roberts, Brian L. Roberts, John R. Alchin, Stanley Wang
and Lawrence S. Smith. All of the newly elected directors, with the exception of
Mr. Jacobs, are officers of Comcast. Also on April 7, 1999, the following
executive officers of Intercable resigned: Glenn R. Jones, James B. O'Brien,
Ruth E. Warren, Kevin P. Coyle, Cynthia A. Winning, Elizabeth M. Steele, Wayne
H. Davis and Larry W. Kaschinske. The following persons were appointed as
executive officers of Intercable on April 7, 1999: Ralph J. Roberts, Brian L.
Roberts, Lawrence S. Smith, John R. Alchin and Stanley Wang.

        Comcast is principally engaged in the development, management and
operation of broadband cable networks and in the provision of content through
programming investments. Cable Communications is principally engaged in the
development, management and operation of broadband cable networks. The address
of Comcast's principal office is 1500 Market Street, Philadelphia, Pennsylvania
19102-2148. The address of Cable Communications' principal office is 1201 Market
Street, Suite 2201, Wilmington, Delaware 19801.

Item 7. Financial Statements and Exhibits.
        --------------------------------- 

Exhibit 99.1: Press release dated April 7, 1999 from Comcast.

 
                                  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 of the
undersigned hereunto duly authorized.

                                     IDS/JONES GROWTH PARTNERS 89-B, LTD.,
                                     a Colorado limited partnership
 
                                     By:  Jones Cable Corporation,
                                          its managing general partner



Dated:  April 15, 1999               By:  /s/ Arthur R. Block
                                        ---------------------
                                             Arthur R. Block
                                             Vice President

EX-99.1

 
                                                                    Exhibit 99.1

                                                             COMCAST CORPORATION

NEWS RELEASE


Contact:
Ken Mikalauskas, Vice President - Finance
(215) 981-7541

Kelley L. Claypool, Senior Analyst - Investor Relations
(215) 655-8016 


             COMCAST COMPLETES ACQUISITION OF CONTROLLING INTEREST
                           IN JONES INTERCABLE, INC.

April 7, 1999

Philadelphia, PA--Comcast Corporation announced today that it has completed the 
acquisition of a controlling interest in Jones Intercable, Inc. The Company now
owns approximately 12.8 million shares of Class A Common Stock and approximately
2.9 million shares of Common Stock of Jones Intercable, representing 
approximately 37% of the economic and 47% of the voting interest in Jones 
Intercable. The Company has contributed these shares to its wholly-owned 
subsidiary, Comcast Cable Communications, Inc. ("Comcast Cable"). The 
approximately 2.9 million shares of Common Stock represents approximately 57% of
the outstanding Common Stock, which class of stock elects 75% of the Board of 
Directors of Jones Intercable. As a result, Jones Intercable will now be a 
consolidated public company subsidiary of Comcast Cable.

Investor Relations inquiries for Jones Intercable should now be directed to the 
contacts at Comcast listed above.

Comcast Corporation (www.comcast.com) is principally engaged in the development,
management and operation of broadband cable networks and in the provision of 
content through principal ownership of QVC, Comcast-Spectacor and Comcast 
SportsNet, a controlling interest in E! Entertainment Television and through 
other programming investments.

Comcast's Class A Special and Class A Common Stock are traded on The Nasdaq 
Stock Market under the symbols CMCSK and CMCSA, respectively.

Jones Intercable (www.jic.com) owns or manages cable operations serving more 
than 1.0 million customers. Jones Intercable's Class A Common Stock and Common 
Stock are traded on The Nasdaq Stock Market under the symbols JOINA and JOIN, 
respectively.