<PAGE>
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 8, 1998
JONES GROWTH PARTNERS L.P.
--------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-17916 84-1143409
-------- ------- ----------
(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)
<PAGE>
Item 5. Other Events
------------
On April 8, 1998, Jones Spacelink Cable Corporation, the managing
general partner of Jones Growth Partners L.P., a Colorado limited partnership
(the "Partnership), executed a letter of intent on the Partnership's behalf
pursuant to which the Partnership agreed to sell the Partnership's cable
television properties located in and around Wheaton, Illinois (the "Wheaton
System") to TCI Communications, Inc. or one of its affiliates. The closing of
this transaction, which is expected to occur in the first quarter of 1999, is
subject to the consents of governmental authorities and third parties with whom
the Partnership has contracted that are necessary for the transfer of the
Wheaton System, and termination or expiration of the statutory waiting period
applicable to the transaction under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. Because the sale of the Wheaton System will represent
a sale of all or substantially all of the Partnership's assets, a vote of the
limited partners of the Partnership will be required to approve this sale.
In addition to the proposed sale of the Wheaton System, Jones
Intercable, Inc., the parent company of the managing general partner of the
Partnership, has also entered into letters of intent on behalf of certain other
managed partnerships to sell all of their remaining cable properties located in
the State of Illinois. These properties are located in and around Aurora, Lake
County, Lake Zurich, Matteson, Naperville, Orland Park and Park Forest,
Illinois.
Item 7. Financial Statements and Exhibits
---------------------------------
a. Financial statements.
Not applicable.
b. Pro forma financial statements.
Not applicable.
c. Exhibits.
Not applicable.
2
<PAGE>
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 hereunto duly authorized.
JONES GROWTH PARTNERS L.P.
By: Jones Spacelink Cable Corporation,
its managing general partner
Dated: April 24, 1998 By: /s/ Elizabeth M. Steele
----------------------------
Elizabeth M. Steele
Vice President and Secretary
3
