JONES GROWTH PARTNERS L P, 10-K405, 1999-03-30

JONES GROWTH PARTNERS L P
10-K405, 1999-03-30
CABLE & OTHER PAY TELEVISION SERVICES

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<PAGE>

FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
[x] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended December 31, 1998
OR
[_] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ________ to ________

Commission file number: 0-17916

JONES GROWTH PARTNERS L.P.
--------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-1143409
-------- ----------
State of Organization (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)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests

Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes x No
----- -----

State the aggregate market value of the voting stock held by non-affiliates of
the registrant: N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S)229.405) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. X
-----

DOCUMENTS INCORPORATED BY REFERENCE: None

(40971)
<PAGE>

Certain information contained in this Form 10-K Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements, other than statements of
historical facts, included in this Form 10-K Report that address activities,
events or developments that the Partnership or the General Partner expects,
believes or anticipates will or may occur in the future are forward-looking
statements. These forward-looking statements are based upon certain assumptions
and are subject to risks and uncertainties. Actual events or results may differ
from those discussed in the forward-looking statements as a result of various
factors.

PART I.
-------

ITEM 1. BUSINESS
-----------------

The Partnership. Jones Growth Partners L.P. (the "Partnership") is a
Colorado limited partnership that was formed to acquire, own and operate cable
television systems in the United States. Jones Spacelink Cable Corporation, a
subsidiary of Jones Intercable, Inc. ("Intercable"), is the managing general
partner (the "Managing General Partner") and Growth Partners Inc., a Delaware
corporation, is the associate general partner (the "Associate General Partner")
of the Partnership. The Managing General Partner is a wholly owned subsidiary
of Jones Intercable, Inc. ("Intercable"). Intercable is a Colorado corporation
engaged in the business of owning and operating cable television systems. The
Associate General Partner is an affiliate of Lehman Brothers Inc. Until
February 25, 1999, the Partnership owned the cable television systems serving
the communities of Addison, Glen Ellyn, Warrenville, West Chicago, Wheaton, St.
Charles, Geneva, Winfield and certain portions of unincorporated DuPage and Kane
Counties, all in the State of Illinois (the "Wheaton System"). See Disposition
of Cable Television System below.

It is anticipated that Comcast Corporation ("Comcast") will acquire a
controlling interest in Intercable during April 1999. As a result of this
transaction, it is expected that the current management of Intercable and of the
Managing General Partner and a majority of the Board of Directors of Intercable
and the Board of Directors of the Managing General Partner will be replaced by
Comcast.

Disposition of Cable Television System

On February 25, 1999, the Partnership sold the Wheaton System to an
unaffiliated party for a sales price of $103,000,000, subject to customary
closing adjustments. The sale was approved by the holders of a majority of the
limited partnership interests of the Partnership and by the general partners of
the Partnership.

From the proceeds of the Wheaton System's sale, the Partnership repaid
all of its indebtedness, which totaled $36,198,498, settled working capital
adjustments, and deposited $3,118,500 into an interest-bearing indemnity escrow
account. The Partnership will distribute the remaining sale proceeds of
approximately $60,608,000 to the Partnership's partners of record as of February
25, 1999. This distribution will be made in March 1999 and will provide the
limited partners an approximate return of $708 for each $1,000 limited
partnership interest. Because limited partners will not receive distributions
in an amount equal to 100 percent of the capital initially contributed to the
Partnership by the limited partners plus an amount equal to 8 percent per annum,
cumulative and noncompounded, on an amount equal to their initial capital
contributions, the Managing General Partner and the Associate General Partner
will not receive general partner distributions from the proceeds of the sale of
the Wheaton System, and they will not be paid disposition fees for their
services as brokers and financial advisors in this transaction.

The $3,118,500 of the sale proceeds placed in the interest-bearing
indemnity escrow account will remain in escrow from the closing date until
November 15, 1999 as security for the Partnership's agreement to indemnify the
buyer under the asset purchase agreement. The Partnership's primary exposure,
if any, will relate to the representations and warranties made about the Wheaton
System in the asset purchase agreement. Any amounts remaining from this
indemnity escrow account and not claimed by the buyer at the end of the escrow
period, plus interest earned on the escrowed funds, will be returned to the
Partnership. From this amount, the Partnership will

2
<PAGE>

pay any remaining liabilities and the Partnership will then distribute the
balance to the Partnership's limited partners. The Partnership will continue in
existence at least until any amounts remaining from the indemnity escrow account
have been distributed. Since the Wheaton System represented the only operating
asset of the Partnership, the Partnership will be liquidated and dissolved upon
the final distribution of any amounts remaining from the indemnity escrow
account, most likely in the fourth quarter of 1999. If any disputes with respect
to the indemnification arise, the Partnership would not be dissolved until such
disputes were resolved, which could result in the Partnership continuing in
existence beyond 1999.

Because transferees of limited partnership interests following the
record date for the distribution of the proceeds from the sale of the Wheaton
System (February 25, 1999) would not be entitled to any distributions from the
Partnership, a transfer of limited partnership interests following such record
date would have no economic value. The Managing General Partner therefore has
determined that, pursuant to the authority granted to it by the Partnership's
limited partnership agreement, the Managing General Partner will approve no
transfers of limited partnership interests after February 25, 1999.

ITEM 2. PROPERTIES
-------------------

The Partnership does not own any cable television systems.

ITEM 3. LEGAL PROCEEDINGS
--------------------------

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

The sale of the Wheaton System was subject to the approval of the
holders of a majority of the limited partnership interests of the Partnership.
A vote of the limited partners was conducted by the Managing General Partner by
mail in November and December 1998. Limited partners of record as of the close
of business on October 15, 1998 were entitled to notice of, and to participate
in, this vote of limited partners. Following are the results of the vote of the
limited partners:

No. of Interests
Entitled to Vote Approved Against Abstained Did Not Vote
- ---------------- -------------- ------------ ---------- -------------
No. % No. % No. % No. %
------ ------ ----- ----- --- ----- ------ -----

PART II.
--------

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
-------------------------------------------------
AND RELATED SECURITY HOLDER MATTERS
-----------------------------------

While the Partnership's interests are publicly held, there is no
established public market for the interests, and it is not expected that such a
market will develop in the future. During 1998, limited partners of the
Partnership conducted registered and unregistered tender offers for interests in
the Partnership at prices ranging from $325 to $525 per interest. As of
February 16, 1999, the number of equity security holders in the Partnership was
8,118.

3
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA
- ------------------------------------
<TABLE>
<CAPTION>

For the Year Ended December 31,
--------------------------------------------------------------------
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $25,034,695 $23,744,294 $23,163,018 $21,248,133 $19,615,180
Depreciation and
Amortization 7,200,784 11,166,245 11,702,503 11,742,487 12,583,108
Operating Loss (42,833) (4,572,861) (5,346,233) (6,103,218) (7,334,009)
Net Loss (2,772,363) (7,095,253) (7,927,762) (8,755,438) (9,644,492)
Weighted Average
Number of Limited
Partnership Units
Outstanding 85,740 85,740 85,740 85,740 85,740
General Partners'
Deficit (790,746) (763,022) (692,069) (612,791) (525,237)
Limited Partners'
Capital (Deficit) (3,744,152) (999,513) 6,024,787 13,873,271 22,541,155
Total Assets 35,963,744 37,571,190 43,319,887 50,472,401 58,318,155
Credit Facility
and Other Debt 36,198,498 36,219,526 36,243,429 35,431,966 35,245,699
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
-------------

The following discussion of financial condition and results of operations
of Jones Growth Partners L.P. (the "Partnership") contains, in addition to
historical information, forward-looking statements that are based upon certain
assumptions and are subject to a number of risks and uncertainties. The
Partnership's actual results may differ significantly from the results predicted
in such forward-looking statements.

FINANCIAL CONDITION
- -------------------

On February 25, 1999, the Partnership sold its cable television systems
serving the municipalities of Addison, Glen Ellyn, St. Charles, Warrenville,
West Chicago, Wheaton, Winfield and Geneva, and certain portions of
unincorporated areas of DuPage and Kane counties, all in the State of Illinois
(the "Wheaton System") to an unaffiliated party for a sales price of
$103,000,000, subject to customary closing adjustments. Growth Partners, Inc.
(the "Associate General Partner"), an affiliate of Lehman Brothers, Inc.,
consented to the sale in October 1998. Jones Spacelink Cable Corporation (the
"Managing General Partner"), a wholly owned subsidiary of Jones Intercable, Inc.
("Intercable"), conducted a vote of the limited partners on the proposed sale of
the Wheaton System in the fourth quarter of 1998. The sale was approved by the
owners of a majority of the interests of the Partnership.

Upon the closing of the sale of the Wheaton System, the Partnership repaid
all of its indebtedness, which totaled $36,183,396, settled working capital
adjustments, and then deposited $3,118,500 into an interest-bearing indemnity
escrow account. The remaining net sale proceeds, totaling approximately
$60,721,037, will be distributed to the Partnership's limited partners of record
as of the closing date of the sale of the Wheaton System. This distribution
will give the Partnership's limited partners an approximate return of $708 for
each $1,000 limited partnership interest. Because limited partners will not
receive distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 8
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the Managing General Partner and the Associate
General Partner will not receive general partner distributions from the proceeds
of the sale of the Wheaton System and they will not be paid disposition fees for
their services as brokers and financial advisors in this transaction.

4
<PAGE>

the balance to the Partnership's limited partners. The Partnership will continue
in existence at least until any amounts remaining from the indemnity escrow
account have been distributed. Since the Wheaton System represented the only
operating asset of the Partnership, the Partnership will be liquidated and
dissolved upon the final distribution of any amounts remaining from the
indemnity escrow account, most likely in the fourth quarter of 1999. If any
disputes with respect to the indemnification arise, the Partnership would not be
dissolved until such disputes were resolved, which could result in the
Partnership continuing in existence beyond 1999.

For the year ended December 31, 1998, the Partnership generated net cash
from operating activities totaling $5,295,889, which was available to fund
capital expenditures and non-operating costs. During 1998, the Partnership
expended approximately $5,053,000 for capital expenditures for the Wheaton
System. Approximately 45 percent of these expenditures related to cable,
hardware and labor for new subscriber installations and approximately 28 percent
of these expenditures related to the extension of cable plant associated with
new homes passed. The remainder was for other capital expenditures to maintain
the value of the Wheaton System. Such expenditures were financed by cash from
operations. Expected expenditures for the first two months of 1999 were
approximately $591,000 and were financed from available cash balances and cash
flow from operations. Approximately 54 percent of the capital expenditures
related to cable, hardware and labor for additional subscriber installations and
approximately 14 percent of these expenditures related to the extension of cable
plant associated with new homes passed. The remainder of the capital
expenditures was for other capital expenditures necessary to maintain the value
of the Wheaton System until it was sold. The Partnership was obligated to the
buyer of the Wheaton System to conduct its business in the ordinary course until
the Wheaton System was sold.

At December 31, 1998, the maximum of $36,000,000 was outstanding under the
Partnership's revolving credit facility. The entire $36,000,000 balance was
repaid on February 25, 1999 from the proceeds from the Wheaton System sale on
February 25, 1999. Interest on the outstanding principal balance was at the
Partnership's option of the Prime Rate plus 1/8 percent or the London Interbank
Offered Rate plus 1 percent. The effective interest rates on amounts
outstanding as of December 31, 1998 and 1997 were 6.29 percent and 6.85 percent,
respectively.

Year 2000 Issue
- ---------------

The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00." This problem could
cause system failure or miscalculations causing disruptions of business
processes. Due to the Wheaton System sale on February 25, 1999, and the planned
liquidation and dissolution of the Partnership in 1999, the Year 2000 issue will
not have a material effect on the Partnership.

RESULTS OF OPERATIONS
- ---------------------

1998 Compared to 1997 -
- ---------------------

Revenues of the Partnership increased $1,290,401, or approximately 5
percent, to $25,034,695 in 1998, compared to $23,744,294 in 1997. An increase
in basic service rates accounted for approximately 75 percent of the increase in
revenues. No other individual factor contributed significantly to the increase
in revenues. This increase would have been greater except for the Wheaton
System's competition from Ameritech.

Operating expenses consist primarily of costs associated with the operation
and administration of the Partnership's cable television system. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
maintenance expenses and marketing expenses.

Operating expenses increased $449,889, or approximately 3 percent, to
$14,864,104 in 1998 from $14,414,215 in 1997. This increase in operating
expenses was primarily due to increases in advertising related costs and
programming fees. The increase in programming fees was primarily due to the
increase in basic subscribers and higher programming fees. No other individual
factor significantly affected the increase in operating expenses for the year.
Operating expenses represented approximately 59 percent of revenues in 1998 and
61 percent of revenues in 1997.

Management and supervisory fees to the Managing and Associate General
Partners and allocated administrative costs from the Managing General Partner
increased $275,945, or approximately 10 percent, to $3,012,640 in 1998 from
$2,736,695 in 1997. This increase was primarily the result of the increase in
revenues upon which such fees and allocations are based.

5
<PAGE>

Depreciation and amortization expense decreased $3,965,461, or
approximately 36 percent, to $7,200,784 in 1998 compared to $11,166,245 in 1997.
This decrease was the result of the maturation of a portion of the asset base.

Operating loss decreased $4,530,028, or approximately 99 percent, to
$42,833 in 1998 from $4,572,861 in 1997. This decrease was primarily due to the
increase in revenues and the decrease in depreciation and amortization expense
exceeding the increase in operating expenses.

Interest expense increased $90,707, or approximately 4 percent, to
$2,633,095 in 1998 from $2,542,388 in 1997. This increase in interest expense
was primarily due to higher outstanding balances on interest bearing obligations
during 1998.

Net loss decreased $4,322,890, or approximately 61 percent, to $2,772,363
in 1998 from $7,095,253 in 1997. This decrease was a result of the factors
discussed above.

1997 Compared to 1996 -
- ---------------------

Revenues of the Partnership increased $581,276, or approximately 3 percent,
to $23,744,294 in 1997, compared to $23,163,018 in 1996. An increase in basic
service rates accounted for approximately 66 percent of the increase in
revenues. An increase in the number of basic subscribers accounted for
approximately 32 percent of the increase in revenues. The number of basic
subscribers increased by 394 subscribers, or approximately 1 percent, to 55,087
at December 31, 1997 from 54,693 at December 31, 1996. No other individual
factor contributed significantly to the increase in revenues. This increase
would have been greater except for the Wheaton System's competition from
Ameritech.

Operating expenses increased $476,026, or approximately 3 percent, to
$14,414,215 in 1997 from $13,938,189 in 1996. This increase in operating
expenses was due primarily to increases in programming fees. The increase in
programming fees was primarily due to the increase in basic subscribers and
higher programming fees. No other individual factor significantly affected the
increase in operating expenses for the period. Operating expenses represented
approximately 61 percent of revenues in 1997 and 60 percent of revenues in 1996.

Management and supervisory fees to the Managing and Associate General
Partners and allocated administrative costs from the Managing General Partner
decreased $131,864, or approximately 5 percent, to $2,736,695 in 1997 from
$2,868,559 in 1996. This decrease was primarily the result of a decrease in
allocated administrative costs from the Managing General Partner.

Depreciation and amortization expense decreased $536,258, or approximately
5 percent, to $11,166,245 in 1997 compared to $11,702,503 in 1996. This
decrease was the result of the maturation of a portion of the asset base.

Operating loss decreased $773,372, or approximately 14 percent, to
$4,572,861 in 1997 from $5,346,233 in 1996. This decrease was due to the
increase in revenues and the decreases in management and supervisory fees and
allocated overhead and depreciation and amortization expense exceeding the
increase in operating expenses.

Interest expense increased $41,359, or approximately 2 percent, to
$2,542,388 in 1997 from $2,501,029 in 1996. This increase in interest expense
was primarily due to higher effective interest rates on interest bearing
obligations during 1997.

Net loss decreased $832,509, or approximately 11 percent, to $7,095,253 in
1997 from $7,927,762 in 1996. This decrease was a result of the factors
discussed above.

6
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- -------------------------------------------------------------------

Interest Rate Risk

The Partnership utilizes variable rate long-term debt from its credit
facility to partially finance capital expenditures. Such debt arrangements
expose the Partnership to market risk related to changes in internet rates. The
Partnership repaid all amounts outstanding on its credit facility upon the sale
of its Wheaton System in February 1999. Therefore, the Partnership's risk from
changes in interest rates is not expected to be significant.

ITEM 8. FINANCIAL STATEMENTS
- -----------------------------

The audited financial statements of the Partnership for the year ended
December 31, 1998 follow.

7
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To the Partners of Jones Growth Partners L.P.:

We have audited the accompanying balance sheets of Jones Growth Partners
L.P. (a Colorado limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital (deficit) and cash flows for
each of the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Managing General Partner's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Jones Growth Partners L.P.
as of December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Denver, Colorado,
March 12, 1999.

8
<PAGE>

JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------

ASSETS
------
<TABLE>
<CAPTION>

December 31,
----------------------------
1998 1997
------------- -------------
<S> <C> <C>

CASH $ 331,708 $ 109,356

TRADE RECEIVABLES, less allowance for doubtful
receivables of $38,122 and $16,173 at
December 31, 1998 and 1997, respectively 482,555 212,268

INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 62,054,545 57,002,036
Less- accumulated depreciation (36,182,278) (31,394,808)
------------ ------------
25,872,267 25,607,228

Franchise costs and other intangible assets, net of
accumulated amortization of $68,389,364 and $66,319,098
at December 31, 1998 and 1997, respectively 8,866,447 10,936,713
------------ ------------

Total investment in cable television properties 34,738,714 36,543,941

DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 410,767 705,625
------------ ------------

Total assets $ 35,963,744 $ 37,571,190
============ ============

</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.

9
<PAGE>

JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)

BALANCE SHEETS
--------------

LIABILITIES AND PARTNERS' DEFICIT
---------------------------------
<TABLE>
<CAPTION>

December 31,
----------------------------
1998 1997
------------- -------------
<S> <C> <C>

LIABILITIES:
Credit facility and capital lease obligations $ 36,198,498 $ 36,219,526
Trade accounts payable and accrued liabilities 3,867,487 2,512,156
Accrued interest 355,568 381,284
Subscriber prepayments 77,089 220,759
------------ ------------

Total liabilities 40,498,642 39,333,725
------------ ------------

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' DEFICIT:
General Partners-
Contributed capital 1,000 1,000
Accumulated deficit (791,746) (764,022)
------------ ------------

(790,746) (763,022)
------------ ------------

Limited Partners-
Net contributed capital (85,740 units
outstanding at December 31, 1998 and 1997) 73,790,065 73,790,065
Accumulated deficit (77,534,217) (74,789,578)
------------ ------------

(3,744,152) (999,513)
------------ ------------

Total partners' deficit (4,534,898) (1,762,535)
------------ ------------

Total liabilities and partners' deficit $ 35,963,744 $ 37,571,190
============ ============

</TABLE>

The accompanying notes to financial statements
are an integral part of these balance sheets.

10
<PAGE>

JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)

STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>

For the Year Ended
December 31,
-----------------------------------------------
1998 1997 1996
------------ ------------------- ------------
<S> <C> <C> <C>

REVENUES $25,034,695 $23,744,294 $23,163,018

COSTS AND EXPENSES:
Operating expenses 14,864,104 14,414,215 13,938,189
Management and supervisory fees to the
General Partners and allocated administrative
costs from the Managing General Partner 3,012,640 2,736,695 2,868,559
Depreciation and amortization 7,200,784 11,166,245 11,702,503
----------- ----------- -----------

OPERATING LOSS (42,833) (4,572,861) (5,346,233)
----------- ----------- -----------

OTHER INCOME (EXPENSE):
Interest expense (2,633,095) (2,542,388) (2,501,029)
Interest income 3,820 3,557 4,581
Other, net (100,255) 16,439 (85,081)
----------- ----------- -----------

Total other income (expense), net (2,729,530) (2,522,392) (2,581,529)
----------- ----------- -----------

NET LOSS $(2,772,363) $(7,095,253) $(7,927,762)
=========== =========== ===========

ALLOCATION OF NET LOSS:
Managing General Partner $ (27,724) $ (70,953) $ (79,278)
=========== =========== ===========

Limited Partners $(2,744,639) $(7,024,300) $(7,848,484)
=========== =========== ===========

NET LOSS PER LIMITED PARTNERSHIP UNIT $(32.01) $(81.92) $(91.53)
=========== =========== ===========

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 85,740 85,740 85,740
=========== =========== ===========

</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

11
<PAGE>

JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)

STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
-----------------------------------------
<TABLE>
<CAPTION>

For the Year Ended
December 31,
-----------------------------------------------
1998 1997 1996
------------ ------------------- ------------
<S> <C> <C> <C>

GENERAL PARTNERS:
Balance, beginning of year $ (763,022) $ (692,069) $ (612,791)
Net loss for the year (27,724) (70,953) (79,278)
----------- ----------- -----------

Balance, end of year $ (790,746) $ (763,022) $ (692,069)
=========== =========== ===========

LIMITED PARTNERS:
Balance, beginning of year $ (999,513) $ 6,024,787 $13,873,271
Net loss for the year (2,744,639) (7,024,300) (7,848,484)
----------- ----------- -----------

Balance, end of year $(3,744,152) $ (999,513) $ 6,024,787
=========== =========== ===========

</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

12
<PAGE>

JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)

STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>

For the Year Ended
December 31,
-----------------------------------------------
1998 1997 1996
------------ ------------------- ------------
<S> <C> <C> <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(2,772,363) $(7,095,253) $(7,927,762)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 7,200,784 11,166,245 11,702,503
Decrease (increase) in trade receivables, net (270,287) (104,151) 178,774
Decrease (increase) in deposits, prepaid expenses
and other assets (48,190) (549,680) 426,674
Increase (decrease) in trade accounts payable and
accrued liabilities, accrued interest and subscriber
prepayments 1,185,945 1,370,459 (36,215)
----------- ----------- -----------

Net cash provided by operating activities 5,295,889 4,787,620 4,343,974
----------- ----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (5,052,509) (4,946,315) (4,855,447)
Franchise renewal costs - (53,526) -
----------- ----------- -----------

Net cash used in investing activities (5,052,509) (4,999,841) (4,855,447)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 67,516 79,242 938,049
Repayments of borrowings (88,544) (103,145) (126,586)
----------- ----------- -----------

Net cash provided by (used in) financing
activities (21,028) (23,903) 811,463
----------- ----------- -----------

INCREASE (DECREASE) IN CASH 222,352 (236,124) 299,990

CASH, BEGINNING OF YEAR 109,356 345,480 45,490
----------- ----------- -----------

CASH, END OF YEAR $ 331,708 $ 109,356 $ 345,480
=========== =========== ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 2,658,811 $ 2,433,996 $ 2,635,169
=========== =========== ===========

</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.

13
<PAGE>

JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
-----------------------------

(1) ORGANIZATION AND PARTNERS' INTERESTS:
------------------------------------

Formation and Business
----------------------

Jones Growth Partners L.P. (the "Partnership"), a Colorado limited
partnership, was formed on June 14, 1989, pursuant to a public offering of
limited partnership interests sponsored by Jones Spacelink Cable Corporation.
The Partnership was formed to acquire, construct, develop and operate cable
television systems. Jones Spacelink Cable Corporation is the "Managing General
Partner" and a wholly owned subsidiary of Jones Intercable, Inc. ("Intercable"),
a Colorado corporation. The Managing General Partner and certain of its
affiliates also own and operate cable television systems for their own account
and for the account of other managed limited partnerships. Growth Partners Inc.
is the "Associate General Partner" and is an affiliate of Lehman Brothers Inc.

On October 4, 1989, the Partnership purchased the cable television systems
serving the municipalities of Addison, Glen Ellyn, St. Charles, Warrenville,
West Chicago, Wheaton, Winfield and Geneva, and certain portions of
unincorporated areas of DuPage and Kane counties, all in the State of Illinois
(the "Wheaton System").

Cable Television System Sale
----------------------------

On February 25, 1999, the Partnership sold the Wheaton System to an
unaffiliated party for a sales price of $103,000,000, subject to customary
closing adjustments. The Associate General Partner consented to the sale in
October 1998. The Managing General Partner conducted a vote of the limited
partners on the proposed sale of the Wheaton System in the fourth quarter of
1998. The sale was approved by the owners of a majority of the interests of the
Partnership.

Upon the closing of the sale of the Wheaton System, the Partnership repaid
all of its indebtedness, which totaled $36,183,396, settled working capital
adjustments, and then deposited $3,118,500 into an indemnity escrow account.
The remaining net sale proceeds, totaling approximately $60,721,037, will be
distributed to the Partnership's limited partners of record as of the closing
date of the sale of the Wheaton System. This distribution will give the
Partnership's limited partners an approximate return of $708 for each $1,000
limited partnership interest. Because limited partners will not receive
distributions in an amount equal to 100 percent of the capital initially
contributed to the Partnership by the limited partners plus an amount equal to 8
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, the Managing General Partner and the Associate
General Partner will not receive general partner distributions from the proceeds
of the sale of the Wheaton System and they will not be paid disposition fees for
their services as brokers and financial advisors in this transaction.

The $3,118,500 of the sale proceeds placed in the indemnity escrow account
will remain in escrow from the closing date until November 15, 1999 as security
for the Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties to be made about the Wheaton System in the asset
purchase agreement. Any amounts remaining from this indemnity escrow account
and not claimed by the buyer at the end of the escrow period plus interest
earned on the escrowed funds will be returned to the Partnership. From this
amount, the Partnership will pay any remaining liabilities and it will then
distribute the balance to the Partnership's limited partners. The Partnership
will continue in existence at least until any amounts remaining from the
indemnity escrow account have been distributed. Since the Wheaton System
represented the only operating asset of the Partnership, the Partnership will be
liquidated and dissolved upon the final distribution of any amounts remaining
from the indemnity escrow account, most likely in the fourth quarter of 1999.
If any disputes with respect to the indemnification arise, the Partnership would
not be dissolved until such disputes were resolved, which could result in the
Partnership continuing in existence beyond 1999.

Contributed Capital
-------------------

The capitalization of the Partnership is set forth in the accompanying
Statements of Partners' Capital (Deficit). No limited partner is obligated to
make any additional contributions to partnership capital.

14
<PAGE>

The Managing General Partner and the Associate General Partner purchased
their general partner interests in the Partnership by contributing $500 each to
partnership capital. Also, in March 1990, the Managing General Partner
purchased approximately one percent of the limited partner interests sold.

All profits and losses of the Partnership are allocated 99 percent to the
limited partners and 1 percent to the Managing General Partner, except for
income or gain from the sale or disposition of cable television properties,
which will be allocated to the partners based upon the formula set forth in the
Partnership's agreement and interest income earned prior to the first
acquisition by the Partnership of a cable television system, which was allocated
100 percent to the limited partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------

Accounting Records
------------------

The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
The Partnership's tax returns are also prepared on the accrual basis.

The preparation of financial statements in conformity with generally
accepted accounting principles requires the General Partner's management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Property, Plant and Equipment
-----------------------------

Depreciation of property, plant and equipment is provided primarily
using the straight-line method over the following estimated service lives:

Cable distribution systems 5 - 15 years
Equipment and tools 5 - 7 years
Office furniture and equipment 3 - 5 years
Buildings 30 years
Vehicles 3 - 4 years

Replacements, renewals and improvements are capitalized and maintenance
and repairs are charged to expense as incurred.

Property, plant and equipment and the corresponding accumulated
depreciation are written off as certain assets become fully depreciated and are
no longer in service.

Intangible Assets
-----------------

Costs assigned to intangible assets are being amortized using the
straight-line method over the following remaining estimated useful lives:

Franchise costs 9 - 14 years
Costs in excess of interests
in net assets purchased 33 years

Revenue Recognition
-------------------

Subscriber prepayments are initially deferred and recognized as revenue
when earned.

(3) TRANSACTIONS WITH THE ASSOCIATE GENERAL PARTNER, MANAGING GENERAL PARTNER
-------------------------------------------------------------------------
AND CERTAIN OF ITS AFFILIATES:
-----------------------------

Management Fees, Distribution Ratios and Reimbursements
-------------------------------------------------------

The Managing General Partner managed the Partnership and received a fee for
its services equal to 5 percent of the gross revenues of the Partnership,
excluding revenues from the sale of cable television systems or franchises.
Management fees paid to the Managing General Partner by the Partnership for the
years ended December 31, 1998, 1997 and 1996 were

15
<PAGE>

$1,251,735, $1,187,215 and $1,158,151, respectively. The Managing General
Partner has not received and will not receive a management fee after February
25, 1999.

The Associate General Partner has been entitled to participate with the
Managing General Partner in certain management decisions affecting the
Partnership and received a supervisory fee of the lesser of one percent of the
gross revenues of the Partnership, excluding revenues from the sale of cable
television systems or franchises, or $200,000, payable annually. Supervisory
fees accrued to the Associate General Partner by the Partnership for the year
ended December 31, 1998 were $200,000. Such fees were paid in February 1999.
Supervisory fees paid to the Associate General Partner by the Partnership for
the years ended December 31, 1997 and 1996 were $200,000 and $200,000,
respectively. The Associate General Partner has not received and will not
receive a supervisory fee after February 25, 1999.

Any Partnership distributions made from cash flow (defined as cash receipts
derived from operations, less debt principal and interest payments and cash
expenses) are allocated 99 percent to the limited partners and one percent to
the Managing General Partner. No distributions from cash flow have been made.
Proceeds from the sale or refinancing of a cable television system would be
distributed generally as follows: first, to the partners until they have
received an amount equal to their initial capital contributions (as reduced by
all prior distributions other than distributions from cash flow); second, to the
limited partners until they have received a liquidation preference equal to 8
percent per annum, cumulative and noncompounded, on an amount equal to their
initial capital contributions, less any portion of such capital contributions
which has been returned to the limited partners from prior sale or refinancing
proceeds, as determined for any particular year; provided that such cumulative
return will be reduced by all prior distributions of cash flow from operations
and prior distributions of proceeds of sales or refinancings of the cable
television systems. The balance will be allocated 75 percent to the limited
partners, 15 percent to the Managing General Partner and 10 percent to the
Associate General Partner. See Note 1.

The Partnership reimbursed the Managing General Partner and certain of its
affiliates for certain allocated general and administrative costs. These
expenses represented the salaries and related benefits paid for corporate
personnel, rent, data processing services and other corporate facilities costs.
Such personnel provided engineering, marketing, administrative, accounting,
legal and investor relations services to the Partnership. Such services, and
their related costs, are necessary to the operation of the Partnership and would
have been incurred by the Partnership, if it was a stand alone entity.
Allocations of personnel costs are based primarily on actual time spent by
employees of the Managing General Partner and certain of its affiliates with
respect to each partnership managed. Remaining expenses were allocated based on
the pro rata relationship of the Partnership's revenues to the total revenues of
all cable television systems owned or managed by Intercable and certain of its
affiliates. Systems owned by Intercable and all other systems owned by
partnerships for which Intercable is the general partner are also allocated a
proportionate share of these expenses. The Managing General Partner believes
that the methodology used in allocating general and administrative costs was
reasonable. Reimbursements by the Partnership to the Managing General Partner
for allocated general and administrative costs for the years ended December 31,
1998, 1997 and 1996 were $1,560,905, $1,349,480 and $1,510,408, respectively.
The Partnership will continue to reimburse the Managing General Partner for
actual time spent on Partnership business by employees of the Managing General
Partner until the Partnership is liquidated and dissolved, but the Partnership
will not bear a revenue-based allocation of overhead and administrative expenses
beyond February 25, 1999.

Payments to/from Affiliates for Programming Services
----------------------------------------------------

The Partnership has received programming from Superaudio, Knowledge TV,
Inc., Jones Computer Network, Ltd., Great American Country, Inc. and Product
Information Network, all of which are affiliates of the Managing General
Partner.

Payments to Superaudio by the Partnership for the years ended December 31,
1998, 1997 and 1996 totaled $42,020, $35,741 and $32,920, respectively.
Payments to Knowledge TV, Inc. for the years ended December 31, 1998, 1997 and
1996 totaled $43,560, $39,752 and $35,480, respectively. Payments to Jones
Computer Network, Ltd., whose service was discontinued in April 1997, for the
years ended December 31, 1997 and 1996 totaled $26,459 and $60,769,
respectively. Payments to Great American Country, Inc., which initiated service
in 1997, totaled $43,237 and $42,260 in 1998 and 1997, respectively.

The Partnership received a commission from Product Information Network
based on a percentage of advertising revenue and number of subscribers. Product
Information Network commissions paid to the Partnership for the years ended
December 31, 1998, 1997 and 1996 totaled $80,994, $87,502 and $63,904,
respectively.

16
<PAGE>

(4) PROPERTY, PLANT AND EQUIPMENT:
-----------------------------

Property, plant and equipment as of December 31, 1998 and 1997, consisted
of the following:
<TABLE>
<CAPTION>

December 31,
----------------------------

1998 1997
------------ ------------
<S> <C> <C>
Cable distribution systems $ 55,412,343 $ 50,554,352
Equipment and tools 3,211,242 3,192,160
Office furniture and equipment 2,496,789 2,415,167
Buildings 20,058 20,058
Vehicles 809,113 715,299
Land 105,000 105,000
------------ ------------

62,054,545 57,002,036

Less: accumulated depreciation (36,182,278) (31,394,808)
------------ ------------

$ 25,872,267 $ 25,607,228
============ ============

(5) DEBT:
-----

Total Partnership debt consisted of the following:

December 31,
---------------------------
1998 1997
------------ ------------
Lending institutions-
Revolving credit and term loan facility $ 36,000,000 $ 36,000,000
Capital lease obligations 198,498 219,526
------------ ------------

$ 36,198,498 $ 36,219,526
============ ============
</TABLE>

At December 31, 1998, the maximum of $36,000,000 was outstanding under the
Partnership's revolving credit facility. The entire $36,000,000 balance was
repaid from the proceeds from the Wheaton System sale on February 25, 1999.
Interest on the outstanding principal balance was at the Partnership's option of
the Prime Rate plus 1/8 percent or the London Interbank Offered Rate plus 1
percent. The effective interest rates on amounts outstanding as of December 31,
1998 and 1997 were 6.29 percent and 6.85 percent, respectively.

At December 31, 1998 and 1997, the carrying amount of the Partnership's
long-term debt did not differ significantly from the estimated fair value of the
financial instruments. The fair value of the Partnership's long-term debt was
estimated based on the discounted amount of future debt service payments using
rates of borrowing for a liability of similar risk.

(6) INCOME TAXES:
------------

Income taxes have not been recorded in the accompanying financial
statements because they accrue directly to the partners. The federal and state
income tax returns of the Partnership are prepared and filed by the Managing
General Partner.

The Partnership's tax returns, the qualification of the Partnership as
such for tax purposes, and the amount of distributable income or loss are
subject to examination by federal and state taxing authorities. If such
examinations result in changes with respect to the Partnership's qualification
as such, or in changes with respect to the Partnership's recorded income or
loss, the tax liability of the general partners and limited partners would
likely be changed accordingly.

Taxable loss to the Partners is different from that reported in the
statements of operations due to the difference in depreciation recognized under
generally accepted accounting principles and the expense allowed for tax
purposes under the Modified Accelerated Cost Recovery System (MACRS). There are
no other significant differences between taxable loss and the net loss reported
in the statements of operations.

17
<PAGE>

(7) COMMITMENTS AND CONTINGENCIES:
-----------------------------

The Partnership rents office and other facilities under various long-
term lease arrangements. Rent paid under such lease arrangements totaled
$204,003, $241,241 and $228,818 for the years ended December 31, 1998, 1997 and
1996, respectively.

From the sale of the Wheaton System, a portion of the sale proceeds
totaling $3,118,500 was placed in an interest-bearing indemnity escrow account
and will remain in escrow from the closing date until November 15, 1999 as
security for the Partnership's agreement to indemnify the buyer under the asset
purchase agreement. The Partnership's primary exposure, if any, will relate to
the representations and warranties to be made about the Wheaton System in the
asset purchase agreement. Any amounts remaining from this indemnity escrow
account and not claimed by the buyer at the end of the escrow period plus
interest earned on the escrowed funds will be returned to the Partnership. From
this amount, the Partnership will pay any remaining liabilities and it will then
distribute the balance to the Partnership's limited partners.

(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION:
-----------------------------------------

Supplementary profit and loss information for the respective periods is
presented below:
<TABLE>
<CAPTION>

Year Ended December 31,
----------------------------------

1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Maintenance and repairs $ 241,621 $ 330,578 $ 274,968
========== ========== ==========

Taxes, other than income and
payroll taxes $ 84,230 $ 83,788 $ 69,048
========== ========== ==========

Advertising $ 298,490 $ 312,432 $ 302,772
========== ========== ==========

Depreciation of property,
plant and equipment $5,038,331 $4,173,196 $3,796,074
========== ========== ==========

Amortization of intangible assets $2,162,453 $6,993,049 $7,906,429
========== ========== ==========

</TABLE>

18
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------

None.

PART III.
---------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

The Partnership itself has no officers or directors. Certain
information concerning the director and executive officers of the Managing
General Partner is set forth below. Directors of the Managing General Partner
serve until the next annual meeting of the Managing General Partner and until
their successors shall be elected and qualified.

<TABLE>
<CAPTION>
Name Age Positions with the Managing General Partner
- ---- --- -------------------------------------------
<S> <C> <C>
Glenn R. Jones 69 Chairman of the Board and Chief Executive Officer
James B. O'Brien 49 President
Ruth E. Warren 49 Vice President/Operations
Elizabeth M. Steele 47 Vice President and Secretary
Kevin P. Coyle 47 Vice President/Finance
Larry W. Kaschinske 39 Controller
</TABLE>

Mr. Glenn R. Jones has served as Chief Executive Officer of the
Managing General Partner since its inception in November 1988. Mr. Glenn R.
Jones has served as Chairman of the Board of Directors and Chief Executive
Officer of Jones Intercable, Inc. since its formation in 1970, and he was
President from June 1984 until April 1988. Mr. Jones is the sole shareholder,
President and Chairman of the Board of Directors of Jones International, Ltd.
He is also Chairman of the Board of Directors of the subsidiaries of the Jones
Intercable, Inc. and of certain other affiliates of Jones Intercable, Inc. Mr.
Jones has been involved in the cable television business in various capacities
since 1961, and he is a member of the Board of Directors and of the Executive
Committee of the National Cable Television Association. In addition, Mr. Jones
is a member of the Board and Education Council of the National Alliance of
Business. Mr. Jones is also a founding member of the James Madison Council of
the Library of Congress. Mr. Jones has been the recipient of several awards
including: the Grand Tam Award in 1989, the highest award from the Cable
Television Administration and Marketing Society; the President's Award from the
Cable Television Public Affairs Association in recognition of Jones
International's educational efforts through Mind Extension University (now
Knowledge TV); the Donald G. McGannon Award for the advancement of minorities
and women in cable from the United Church of Christ Office of Communications;
the STAR Award from American Women in Radio and Television, Inc. for exhibition
of a commitment to the issues and concerns of women in television and radio; the
Cableforce 2000 Accolade awarded by Women in Cable in recognition of the
Company's innovative employee programs; the Most Outstanding Corporate
Individual Achievement Award from the International Distance Learning Conference
for his contributions to distance education; the Golden Plate Award from the
American Academy of Achievement for his advances in distance education; the Man
of the Year named by the Denver chapter of the Achievement Rewards for College
Scientists; and in 1994 Mr. Jones was inducted into Broadcasting and Cable's
Hall of Fame.

Mr. James B. O'Brien was appointed President of the Managing General
Partner in January 1995. Mr. James B. O'Brien, Jones Intercable, Inc.'s
President, joined Jones Intercable, Inc. in January 1982. Prior to being
elected President and a director of Jones Intercable, Inc. in December 1989, Mr.
O'Brien served as a division manager, director of operations planning/assistant
to the CEO, Fund Vice President and Group Vice President/Operations. Mr.
O'Brien was appointed to the Jones Intercable, Inc.'s Executive Committee in
August 1993. As President, he is responsible for the day-to-day operations of
the cable television systems managed and

19
<PAGE>

owned by Jones Intercable, Inc. Mr. O'Brien is a board member of Cable Labs,
Inc., the research arm of the U.S. cable television industry. He also serves as
Chairman of the Board of Directors of CTAM: The Marketing Society for the Cable
Telecommunications Industry and as an executive director of the Walter Kaitz
Foundation, a foundation that places people of ethnic minority groups in
positions with cable television systems, networks and vendor companies. Mr.
O'Brien's numerous industry recognitions include a CTAM Tami Award for marketing
excellence, a Women In Cable and Telecommunications Accolade Award recognizing
his leadership efforts on behalf of women in the telecommunications industry,
The President's Award for Leadership from the Illinois Cable and
Telecommunications Association and a Lifetime Achievement Award from The
National Association of Minorities in Communications. Additionally, Mr. O'Brien
is a member of The Society of UK Cable Pioneers.

Ms. Ruth E. Warren, the Managing General Partner's Vice
President/Operations, joined Intercable in August 1980 and has served in various
operational capacities, including system marketing manager, director of
marketing, assistant division manager, regional vice president and Fund Vice
President, since then. Ms. Warren was elected Group Vice President/Operations
of Intercable in September 1990. Ms. Warren is a past president of Women in
Cable & Telecommunications and past Chairman of the Women in Cable Foundation.
She serves as the Vice Chair of Five Points Media Center Board and on the
Corporate Advisory Board of Planned Parenthood of the Rocky Mountains and the
Advisory Board for Girls Count. In 1995, Ms. Warren received the Corporate
Business Woman of the Year Award from the Colorado Women's Chamber of Commerce,
and in 1998 Ms. Warren received the Vanguard Award for Distinguished Leadership
from the National Cable Television Association.

Ms. Elizabeth M. Steele, the Managing General Partner's Vice President
and Secretary, joined Jones Intercable, Inc. in August 1987 as Vice
President/General Counsel and Secretary. From August 1980 until joining Jones
Intercable, Inc., Ms. Steele was an associate and then a partner at the Denver
law firm of Davis, Graham & Stubbs, which serves as counsel to Jones Intercable,
Inc..

Mr. Kevin P. Coyle was appointed Vice President/Finance of the
Managing General Partner in March 1995. Mr. Coyle is the principal financial
and accounting officer of the Managing General Partner. Mr. Coyle joined The
Jones Group, Ltd. in July 1981 as Vice President/Financial Services. In
September 1985, he was appointed Senior Vice President/Financial Services. He
was elected Treasurer of Jones Intercable, Inc. in August 1987, Vice
President/Treasurer in April 1988 and Group Vice President/Finance and Chief
Financial Officer in October 1990. From 1978 to 1981 Mr. Coyle was employed by
American Television and Communications (now Time Warner Cable), and from 1974 to
1978 he was an associate at Haskins & Sells (now Deloitte & Touche LLP).

Mr. Larry Kaschinske was appointed Controller of the Managing General
Partner in March 1995. Mr. Kaschinske joined Jones Intercable, Inc. in 1984 as
a staff accountant in Jones Intercable, Inc.'s former Wisconsin Division; was
promoted to Assistant Controller in 1990 and named Controller in August 1994.

Certain information concerning the director and executive officers of
the Associate General Partner is set forth below.

<TABLE>
<CAPTION>
Name Age Positions with the Associate General Partner
- ---- --- --------------------------------------------
<S> <C> <C>
Michael T. Marron 35 President and Chief Financial Officer
William T. McDermott 35 Vice President
Rocco F. Andriola 40 Director
</TABLE>

Mr. Michael T. Marron is a Vice President of Lehman Brothers and has
been a member of the Diversified Asset Group since 1990 where he has actively
managed and restructured a diverse portfolio of syndicated limited partnerships.
Prior to joining Lehman Brothers, Mr. Marron was associated with Peat Marwick
Mitchell & Co. serving in both its audit and tax divisions from 1985 to 1989.

20
<PAGE>

Mr. William T. McDermott is a Vice President of Lehman Brothers and
has been a member of the Diversified Asset Group since 1998. Mr. McDermott
joined Lehman Brothers in 1993 and held various positions within the firm before
joining the Diversified Asset Group. Prior to joining Lehman Brothers, Mr.
McDermott was a financial analyst with Cantor Fitzgerald Inc. from 1991 to 1993
and was associated with Arthur Andersen & Co., serving in both its audit and
bankruptcy consulting divisions from 1985 to 1991.

Mr. Rocco F. Andriola serves as a Managing Director of Lehman Brothers
Inc. in its Diversified Asset Group and has held such position since October
1996. Since joining Lehman in 1986, Mr. Andriola has been involved in a wide
range of restructuring and asset management activities involving real estate and
other direct investment transactions. From June 1991 through September 1996, Mr.
Andriola held the position of Senior Vice President in Lehman's Diversified
Asset Group. From June 1989 through May 1991, Mr. Andriola held the position of
First Vice President in Lehman's Capital Preservation and Restructuring Group.
From 1986 to 1989, Mr. Andriola served as a Vice President in the Corporate
Transactions Group of Shearson Lehman Brothers' office of the general counsel.
Prior to joining Lehman, Mr. Andriola practiced corporate and securities law at
Donovan Leisure Newton & Irvine in New York.

ITEM 11. EXECUTIVE COMPENSATION
--------------------------------

The Partnership has no employees; however, various personnel were
required to operate the Wheaton System. Such personnel were employed by
Intercable and, pursuant to the terms of the limited partnership agreement of
the Partnership, the cost of such employment was charged by the Managing General
Partner to the Partnership as a direct reimbursement item. See Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
----------------------------------------------------------------------

As of February 16, 1999, no person or entity owned more than 5 percent
of the limited partnership interests of the Partnership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

Prior to the sale of the Wheaton System, the Managing General Partner
and its affiliates engaged in certain transactions with the Partnership as
contemplated by the limited partnership agreement of the Partnership. The
Managing General Partner believes that the terms of such transactions were
generally as favorable as could be obtained by the Partnership from unaffiliated
parties. This determination has been made by the Managing General Partner in
good faith, but none of the terms were negotiated at arm's-length and there can
be no assurance that the terms of such transactions have been as favorable as
those that could have been obtained by the Partnership from unaffiliated
parties.

Transactions with the Managing General Partner

The Managing General Partner manages the Wheaton System on behalf of
the Partnership and the Managing General Partner received a fee for its services
equal to 5 percent of the gross revenues of the Partnership, excluding revenues
from the sale of cable television systems or franchises. The Managing General
Partner will not receive a management fee after February 25, 1999, the date of
the sale of the Wheaton System.

The Partnership reimbursed Intercable, the parent of the Managing
General Partner, for certain allocated overhead and administrative expenses.
These expenses represented the salaries and benefits paid to corporate
personnel, rent, data processing services and other facilities costs. Such
personnel provided engineering, marketing, administrative, accounting, legal and
investor relations services to the Partnership. Allocations of personnel costs
were based primarily on actual time spent by employees with respect to each
partnership managed. Remaining expenses were allocated based on the pro rata
relationship of the Partnership's revenues to the total revenues of all systems
owned or managed by Intercable or its affiliates. Systems owned by Intercable
and all other systems owned

21
<PAGE>

by partnerships for which Intercable serves as general partner were also
allocated a proportionate share of these expenses. The Partnership will continue
to reimburse Intercable for actual time spent on Partnership business by
employees of Intercable until Partnership is liquidated and dissolved, but the
Partnership will not bear a revenue-based allocation of overhead and
administrative expenses beyond February 25, 1999.

Intercable, the parent of the Managing General Partner, from time to
time has advanced funds to the Partnership and charged interest on the balance
payable. The interest rate charged approximated Intercable's weighted average
cost of borrowing.

Transactions with the Associate General Partner

Transactions with Affiliates

Jones International, Ltd., a company owned by Glenn R. Jones, and
certain of its subsidiaries (collectively "International") provided various
services to the Partnership, including affiliation agreements for the
distribution of programming owned by affiliated companies on cable television
systems owned by the Partnership, as described below.

Knowledge TV, Inc., a company owned by Mr. Jones, affiliates of
International, Intercable and BCI Telecom Holdings Inc., a principal shareholder
of Intercable, operates the television network Knowledge TV. Knowledge TV
provided programming related to computers and technology; business, careers and
finance; health and wellness; and global culture and languages. Knowledge TV,
Inc. provided its programming to the Wheaton System.

The Great American Country network provided country music video
programming to the Wheaton System. This network is owned and operated by Great
American Country, Inc., a susidiary of Jones International Networks, Ltd., an
affiliate of Intercable.

Jones Galactic Radio, Inc. is a subsidiary of Jones International
Networks, Ltd., an affiliate of Intercable. Superaudio, a joint venture between
Jones Galactic Radio, Inc. and an unaffiliated entity, provided satellite
programming to the Wheaton System.

The Product Information Network Venture (the "PIN Venture") is a
venture among a subsidiary of Jones International Networks, Ltd., an affiliate
of International, and two unaffiliated cable system operators. The PIN Venture
operates the Product Information Network ("PIN"), which is a 24-hour network
that airs long-form advertising generally known as "infomercials." The PIN
Venture generally makes incentive payments of approximately 60 percent of its
net advertising revenue to the cable systems that carry its programming. Most of
Intercable's owned and managed systems carry PIN for all or part of each day.
Revenues received by the Partnership from the PIN Venture relating to the
Wheaton System totaled approximately $80,994 for the year ended December 31,
1998.

22
<PAGE>

The charges to the Partnership for related party transactions were as
follows for the periods indicated:

<TABLE>
<CAPTION>
For the Year Ended December 31,
-------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Management fee, Managing General Partner $1,251,735 $1,187,215 $1,158,151
Supervisory fee, Associate General Partner 200,000 200,000 200,000
Allocation of expenses 1,560,905 1,349,480 1,510,408
Interest expense 0 0 0
Programming fees:
Knowledge TV, Inc. 43,560 39,752 35,480
Great American Country 43,237 42,260 0
Superaudio 42,020 35,741 32,920
</TABLE>

23
<PAGE>

PART IV.
--------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

<S> <C>
(a) 1. See index to financial statements for the list of financial statements and exhibits thereto
filed as part of this report.

3. The following exhibits are filed herewith.

4.1 Limited Partnership Agreement of Jones Growth Partners L.P. (1)

10.1 Asset Purchase Agreement dated August 7, 1998 between Jones Growth Partners L.P. and TCI
Communications, Inc. (2)

27 Financial Data Schedule
_________

(1) Incorporated by reference from the Registrant's Annual Report on Form 10-K for fiscal year
ended December 31, 1989.

(2) Incorporated by reference from the Registrant's Schedule 14A (Commission File No. 0-17916)
filed with the Securities and Exchange Commission on October 9, 1998.

(b) Reports on Form 8-K
-------------------

None.
</TABLE>

24
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

JONES GROWTH PARTNERS L.P.
a Colorado limited partnership
By: Jones Spacelink Cable Corporation,
its Managing General Partner

By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Dated: March 22, 1998 Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: /s/ Glenn R. Jones
------------------
Glenn R. Jones
Chairman of the Board and Chief
Executive Officer
Dated: March 22, 1998 (Principal Executive Officer)

By: /s/ Kevin P. Coyle
------------------
Kevin P. Coyle
Vice President/Finance
Dated: March 22, 1998 (Principal Financial Officer)

By: /s/ Larry Kaschinske
--------------------
Larry Kaschinske
Controller
Dated: March 22, 1998 (Principal Accounting Officer)

<PAGE>
<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 331,708
<SECURITIES> 0
<RECEIVABLES> 482,555
<ALLOWANCES> (38,122)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 62,054,545
<DEPRECIATION> (36,182,278)
<TOTAL-ASSETS> 35,963,744
<CURRENT-LIABILITIES> 4,300,144
<BONDS> 36,198,498
0
0
<COMMON> 0
<OTHER-SE> (4,534,898)
<TOTAL-LIABILITY-AND-EQUITY> 35,963,744
<SALES> 0
<TOTAL-REVENUES> 25,034,695
<CGS> 0
<TOTAL-COSTS> 25,077,528
<OTHER-EXPENSES> 96,435
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,633,095
<INCOME-PRETAX> (2,772,363)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,772,363)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,772,363)
<EPS-PRIMARY> (32.01)
<EPS-DILUTED> (32.01)

</TABLE>