================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
AMENDMENT No. 2
-----------------------
Jones Growth Partners, L.P.
(Name of Subject Company)
Madison Liquidity Investors 104, LLC
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
--------------------------
Copy to:
Ronald M. Dickerman Lance D. Myers, Esq.
Madison Liquidity Investors 104, LLC Cullen and Dykman
P.O. Box 7461 177 Montague Street
Incline Village, Nevada 89452 Brooklyn, New York 11201
(212) 687-1899 (718) 780-0048
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
================================================================================
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1
filed by Madison Liquidity Investors 104, LLC, a Delaware Limited Liability
Company (the "Purchaser"), with the Securities and Exchange Commission pursuant
to a Rule 201 temporary hardship exemption on November 12, 1998, with its
confirming copy having been filed on the EDGAR system on November 27, 1998, as
amended and supplemented by Amendment No. 1 on December 11, 1998, relating to
the Tender Offer by the Purchaser to purchase up to 8,488 Units of limited
partnership interests ("Units") of Jones Growth Partners, L.P., a Colorado
limited partnership, upon the terms and subject to the conditions set forth in
the Purchaser's Offer to Purchase dated November 5, 1998 and the related
Agreement of Transfer and Sale (which, together with any amendment or
supplements thereto constitute the "Offer"). Terms not otherwise defined herein
shall have the respective meanings ascribed to then in the Schedule 14D-1, the
Offer to Purchase and other exhibits thereto.
This Amendment No.2 is hereby made to extend both the Expiration Date and
the last date for Unitholders to exercise their Withdrawal Rights under the
Offer until 5:00 p.m., Eastern Standard Time, January 20, 1999.
<PAGE>
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
(a)(6) -- Text of Press Release issued by the Purchaser on December 28,
1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 28, 1998
MADISON LIQUIDITY INVESTORS 104, LLC
By: /s/ RONALD S. DICKERMAN
---------------------------
Ronald S. Dickerman
Title: Managing Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number
(a)(6) Text of Press Release issued by the Purchaser on December 28, 1998.
Press Release
Madison Extends Tender Offer Expiration and Withdrawal Date
-----------------------------------------------------------
NEW YORK--Madison Liquidity Investors 104, LLC, an investment management
limited liability company that has commenced a tender offer for limited
partnership interests of Jones Growth Partners, L.P., a Colorado limited
partnership, said Monday that it is extending the Expiration Date of its tender
offer.
For investment purposes, Madison has offered to buy up to 8,488 Partnership
Units at $450.00 per Unit. Madison's tender offer and the deadline for
exercising withdrawal rights, both originally set to expire on December 4, 1998,
and subsequently extended to December 28, 1998, have now been extended to 5:00
p.m. Eastern Standard Time on January 20, 1999. As of the close of business on
December 23, 1998, Madison said that 261 Units have been tendered and not
withdrawn under its tender offer.
Madison Liquidity Investors 104, LLC is an affiliate of The Madison Avenue
Capital Group, LLC, a Delaware Limited Liability Company that invests in limited
partnership units, common stock and other securities issued by companies which
own diversified portfolios of real estate, cable television systems,
transportation and other leased equipment, film portfolios, LBO/venture
investment portfolios and other cash flow producing assets. The Madison Avenue
Capital Group and its affiliates have over $270 million in committed capital.
Questions and requests for assistance or additional copies of the tender offer
material may be directed to Madison Liquidity Investors 104, LLC, c/o Gemisys
Tender Services, 7103 South Revere Parkway, Englewood, Colorado 80112, Telephone
(303) 705-6390.
