SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
AMENDMENT No. 1
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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)
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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. 1 TO SCHEDULE 14D-1
This Amendment No. 1 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
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.1 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, December 28, 1998.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS
(a)(5) -- Text of Press Release issued by the Purchaser on December 7,
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 11, 1998
MADISON LIQUIDITY INVESTORS 104, LLC
By: /s/ RONALD S. DICKERMAN
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Ronald S. Dickerman, Managing Director
Exhibit
Number
(a)(5) Text of Press Release issued by the Purchaser on December 7, 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,
have been extended to 5:00 p.m. Eastern Standard Time on December 28, 1998. As
of the close of business on December 4, 1998, Madison said that 238 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.
