<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
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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)
<TABLE>
<CAPTION>
<S> <C>
Colorado 84-1143409
-------- ----------
State of Organization (IRS Employer
Identification No.)
c/o Comcast Corporation, 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148 (215) 665-1700
(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
</TABLE>
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: [Not applicable]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.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.
-----------
DOCUMENTS INCORPORATED BY REFERENCE: None
(50064)
<PAGE>
This Annual Report on Form 10-K is for the year ending December 31,
1999. This Annual Report modifies and supersedes documents filed by the
Partnership prior to the filing of this Annual Report. The Securities and
Exchange Commission (the "SEC") allows the Partnership to "incorporate by
reference" into this Annual Report information that it files with the SEC, which
means that the Partnership can disclose important information to limited
partners by referring them directly to those documents. Information incorporated
by reference is considered to be part of this Annual Report. In addition,
information that the Partnership files with the SEC in the future will
automatically update and supersede information contained in this Annual Report.
Certain information contained in this Annual 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 Annual Report that address activities, events or developments that the
Partnership or the Managing 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 is
the managing general partner (the "Managing General Partner") and Growth
Partners Inc. is the associate general partner (the "Associate General Partner")
of the Partnership. The Managing General Partner is a wholly owned subsidiary of
Comcast JOIN Holdings, Inc. ("Holdings"). 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"). Although the sale of the Wheaton System represented the sale
of the only operating assets of the Partnership, the Partnership will not be
dissolved until the pending litigation in which the Partnership is a named
defendant has been resolved and terminated.
CHANGE IN OWNERSHIP OF THE MANAGING GENERAL PARTNER. On April 7, 1999,
Comcast Corporation ("Comcast") completed the acquisition of a controlling
interest in Jones Intercable, Inc. ("Jones Intercable"), the parent of the
Managing General Partner until March 2, 2000, as discussed below. As of December
31, 1999, Comcast owned approximately 2.9 million shares of Jones Intercable's
Common Stock and approximately 13.8 million shares of Jones Intercable's Class A
Common Stock, representing 39.6% of the economic interest and 48.3% of the
voting interest in Jones Intercable. Comcast contributed its shares in Jones
Intercable to its wholly owned subsidiary, Comcast Cable Communications, Inc.
("Comcast Cable"). The approximately 2.9 million shares of Common Stock of Jones
Intercable owned by Comcast Cable represented shares having the right to elect
approximately 75% of the Board of Directors of Jones Intercable. As of April 7,
1999, Jones Intercable became a consolidated public company subsidiary of
Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in
Jones Intercable on April 7, 1999, all of the persons who were executive
officers of Jones Intercable as of that date terminated their employment with
Jones Intercable. Also on that date, Jones Intercable's Board of Directors
elected new executive officers, each of whom also was an officer of Comcast.
Effective April 7, 1999, Jones Intercable and Comcast entered into a management
agreement pursuant to which employees of Comcast have undertaken the
administration of the Partnership. As of July 7, 1999, all persons who were
employed at Jones Intercable's former corporate offices in Englewood, Colorado
had terminated their employment with Jones Intercable.
2
<PAGE>
In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged into Holdings, a wholly owned subsidiary of
Comcast. Holdings continues as the surviving corporation of the merger. As a
result of this transaction, Jones Intercable no longer exists and the Managing
General Partner is now a wholly owned subsidiary of Holdings and, as such, is an
indirect wholly owned subsidiary of Comcast. The Managing General Partner and
Holdings share corporate offices with Comcast at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148.
DISPOSITION OF CABLE TELEVISION SYSTEM. On February 25, 1999, the
Partnership sold the Wheaton System, its only operating asset, to an
unaffiliated party for a sales price of $103,000,000. From the proceeds of the
Wheaton System's sale, the Partnership repaid all of its indebtedness, settled
working capital adjustments, deposited $3,118,500 into an interest-bearing
indemnity escrow account and distributed the remaining sale proceeds in March
1999 to its limited partners of record as of February 25, 1999. This
distribution provided the limited partners, as a group, with $60,721,037, or an
approximate return of $708 for each $1,000 limited partnership interest. Because
limited partners did 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 did not receive general partner
distributions from the proceeds of the sale of the Wheaton System.
The $3,118,500 of the sale proceeds placed in the interest-bearing
indemnity escrow account remained in escrow from the closing date until December
14, 1999 as security for the Partnership's agreement to indemnify the buyer
under the asset purchase agreement. The escrow period has expired and the
Partnership received the escrowed funds plus interest in December 1999 because
no claims were made on the escrowed funds by the buyer. From the escrowed funds,
the Partnership repaid its remaining liabilities in the first quarter of 2000
and it will hold the balance in reserve to cover the administrative expenses of
the Partnership until the Partnership is liquidated and dissolved.
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
------------------
As of December 31, 1999, the Partnership does not own any cable
television systems.
ITEM 3. LEGAL PROCEEDINGS
-------------------------
In July 1999, Jones Intercable, each of its subsidiaries that serve as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632).
Plaintiffs allege that certain of them formed a plan to acquire up to
4.9% of the limited partnership interests in each of the managed partnerships
named as defendants, and that plaintiffs were frustrated in this purpose by
Jones Intercable's alleged refusal to provide plaintiffs with lists of the names
and addresses of the limited partners of these partnerships. The complaint
alleges that Jones Intercable's actions constituted a breach of contract, a
breach
3
<PAGE>
of Jones Intercable's implied covenant of good faith and fair dealing owed to
the plaintiffs as limited partners, a breach of Jones Intercable's fiduciary
duty owed to the plaintiffs as limited partners and tortious interference with
prospective economic advantage. Plaintiffs allege that Jones Intercable's
failure to provide them with the partnership lists prevented them from making
their tender offers and that they have been injured by such action in an amount
to be proved at trial, but not less than $17 million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs leave to amend their complaint to attempt to cure the deficiencies in
the pleadings. The plaintiffs filed their first amended complaint in January
2000.
Discovery in the case also has begun, and Jones Intercable and the
defendant subsidiaries and managed partnerships have responded to the
plaintiffs' first set of interrogatories and the plaintiffs' first demand for
the production of documents. The General Partner believes that the defendants
have defenses to the plaintiffs' claims for relief and challenges to the
plaintiffs' claims for damages, and the General Partner intends to defend this
lawsuit vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS
While the Partnership is publicly held, there is no public market for
the limited partnership interests, and it is not expected that such a market
will develop in the future. As of December 31, 1999, the number of equity
security holders in the Partnership was 8,117.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Year Ended December 31,
-----------------------------------------------------------------------------------
Jones Growth Partners L.P 1999 1998 1997 1996 1995
- ------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 3,917,788 $25,034,695 $23,744,294 $23,163,018 $21,248,133
Depreciation and
Amortization 1,300,323 7,200,784 11,166,245 11,702,503 11,742,487
Operating Loss (698,743) (42,833) (4,572,861) (5,346,233) (6,103,218)
Net Income (Loss) 66,751,383 (a) (2,772,363) (7,095,253) (7,927,762) (8,755,438)
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)
Limited Partners'
Capital (Deficit) 1,495,448 (3,744,152) (999,513) 6,024,787 13,873,271
Total Assets 3,384,894 35,963,744 37,571,190 43,319,887 50,472,401
Credit Facility
and Other Debt - 36,198,498 36,219,526 36,243,429 35,431,966
</TABLE>
(a) Net income resulted primarily from the sale of the Wheaton System by Jones
Growth Partners L.P. in February 1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion 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.
FINANCIAL CONDITION
On February 25, 1999, the Partnership sold its Wheaton System to an
unaffiliated party for a sales price of $103,000,000. Upon the closing of the
sale of the Wheaton System, the Partnership repaid all of its indebtedness,
settled working capital adjustments, and then deposited $3,118,500 into an
interest-bearing indemnity escrow account. The remaining net sale proceeds,
which totaled $60,721,037, were distributed to the Partnership's limited
partners of record as of February 25, 1999. This distribution was made in March
1999. Such distribution represented an approximate return of $708 for each
$1,000 limited partnership interest. Because limited partners did 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 did 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 remained in escrow from the closing date until December 14, 1999 as
security for the Partnership's agreement to indemnify the buyer under the asset
purchase agreement. The Partnership received the escrowed funds plus interest,
which totaled $3,229,442, because no claims were made on the escrowed funds by
the buyer. From the escrowed funds, the Partnership repaid its remaining
liabilities, which totaled $1,889,446 at December 31, 1999, in the first quarter
of 2000, and it will retain the balance to cover the continuing administrative
expenses of the Partnership until the Partnership is liquidated and dissolved.
Although the sale of the Wheaton System represented the sale of the only
remaining operating asset of the Partnership, the Partnership will not be
dissolved until the pending litigation in which the Partnership is a named
defendant has been resolved and terminated.
5
<PAGE>
RESULTS OF OPERATIONS
Due to the Wheaton System sale on February 25, 1999, which was the
Partnership's only operating asset, a full discussion of results of operations
would not be meaningful. For the year ended December 31, 1999, the Partnership
had total revenues of $3,917,788 and generated an operating loss of $698,743.
Because of the gain of $68,379,767 on the sale of the Wheaton System, the
Partnership realized net income of $66,751,383, or $769.31 per limited
partnership unit during the year ended December 31, 1999.
ITEM 8. FINANCIAL STATEMENTS
The audited financial statements of the Partnership for the year ended
December 31, 1999 follow.
6
<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, 1999 and 1998,
and the related statements of operations, partners' capital (deficit) and cash
flows for each of the three years in the period ended December 31, 1999. 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, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Denver, Colorado,
March 3, 2000.
7
<PAGE>
JONES GROWTH PARTNERS L.P.
(A Limited Partnership)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 31,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
CASH $ 3,384,894 $ 331,708
TRADE RECEIVABLES, less allowance for doubtful
receivables of $38,122 at December 31, 1998 -- 482,555
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost -- 62,054,545
Less- accumulated depreciation -- (36,182,278)
------------ ------------
-- 25,872,267
Franchise costs and other intangible assets, net of
accumulated amortization of $68,389,364
at December 31, 1998 -- 8,866,447
------------ ------------
Total investment in cable television properties -- 34,738,714
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS -- 410,767
------------ ------------
Total assets $ 3,384,894 $ 35,963,744
============ ============
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
8
<PAGE>
JONES GROWTH PARTNERS L.P.
(A Limited Partnership)
BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
LIABILITIES:
Credit facility and capital lease obligations $ -- $ 36,198,498
Accounts payable and accrued liabilities 1,889,446 3,867,487
Accrued interest -- 355,568
Subscriber prepayments -- 77,089
------------ ------------
Total liabilities 1,889,446 40,498,642
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 7)
PARTNERS' CAPITAL (DEFICIT):
General Partners-
Contributed capital 1,000 1,000
Accumulated deficit (1,000) (791,746)
------------ ------------
-- (790,746)
------------ ------------
Limited Partners-
Net contributed capital (85,740 units
outstanding at December 31, 1999 and 1998) 73,790,065 73,790,065
Distribution (60,721,037) --
Accumulated deficit (11,573,580) (77,534,217)
------------ ------------
1,495,448 (3,744,152)
------------ ------------
Total partners' capital (deficit) 1,495,448 (4,534,898)
------------ ------------
Total liabilities and partners' capital (deficit) $ 3,384,894 $ 35,963,744
============ ============
</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)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For the Year Ended
December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES $ 3,917,788 $ 25,034,695 $ 23,744,294
COSTS AND EXPENSES:
Operating expenses 2,789,496 14,864,104 14,414,215
Management and supervisory fees to the Managing
and Associate General Partners and allocated
administrative costs from the Managing General
Partner 526,712 3,012,640 2,736,695
Depreciation and amortization 1,300,323 7,200,784 11,166,245
------------ ------------ ------------
OPERATING LOSS (698,743) (42,833) (4,572,861)
------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (471,241) (2,633,095) (2,542,388)
Interest income on escrowed proceeds 110,922 -- --
Gain on sale of cable television system 68,379,767 -- --
Other, net (569,322) (96,435) 19,996
------------ ------------ ------------
Total other income (expense), net 67,450,126 (2,729,530) (2,522,392)
------------ ------------ ------------
NET INCOME (LOSS) $ 66,751,383 $(2,772,363) $(7,095,253)
============ ============ ============
ALLOCATION OF NET INCOME (LOSS):
Managing General Partner $ 790,746 $ (27,724) $ (70,953)
============ ============ ============
Limited Partners $ 65,960,637 $(2,744,639) $ (7,024,300)
============ ============ ============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 769.31 $ (32.01) $ (81.92)
============ ============ ============
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.
10
<PAGE>
JONES GROWTH PARTNERS L.P.
(A Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
For the Year Ended
December 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
GENERAL PARTNERS:
Balance, beginning of year $ (790,746) $ (763,022) $ (692,069)
Net income (loss) for the year 790,746 (27,724) (70,953)
------------ ------------ ------------
Balance, end of year $ -- $ (790,746) $ (763,022)
============ ============ ============
LIMITED PARTNERS:
Balance, beginning of year $ (3,744,152) $ (999,513) $ 6,024,787
Distribution (60,721,037) -- --
Net income (loss) for the year 65,960,637 (2,744,639) (7,024,300)
------------ ------------ ------------
Balance, end of year $ 1,495,448 $ (3,744,152) $ (999,513)
============ ============ ============
</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 CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For the Year Ended
December 31,
---------------------------------------------------
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $66,751,383 $(2,772,363) $(7,095,253)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,300,323 7,200,784 11,166,245
Gain on sale of cable television system (68,379,767) - -
Decrease (increase) in trade receivables 482,555 (270,287) (104,151)
Increase in deposits, prepaid expenses
and other assets (32,863) (48,190) (549,680)
Increase (decrease) in accounts payable,
accrued liabilities, accrued interest and subscriber
prepayments (2,410,698) 1,185,945 1,370,459
----------- ----------- -----------
Net cash provided by (used in) operating activities (2,289,067) 5,295,889 4,787,620
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (640,404) (5,052,509) (4,946,315)
Franchise costs (208,750) - (53,526)
Proceeds from sale of cable television system,
net of escrow 99,881,500 - -
Proceeds from escrow 3,229,442 - -
----------- ----------- -----------
Net cash provided by (used in) investing activities 102,261,788 (5,052,509) (4,999,841)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings - 67,516 79,242
Repayments of borrowings (36,198,498) (88,544) (103,145)
Distribution to Limited Partners (60,721,037) - -
----------- ----------- -----------
Net cash used in financing activities (96,919,535) (21,028) (23,903)
----------- ----------- -----------
Increase (decrease) in cash 3,053,186 222,352 (236,124)
Cash, beginning of year 331,708 109,356 345,480
----------- ----------- -----------
Cash, end of year $ 3,384,894 $ 331,708 $ 109,356
============ ============ ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 826,809 $ 2,658,811 $ 2,433,996
============ ============ ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
12
<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 was a wholly owned subsidiary of Jones Intercable, Inc. ("Jones
Intercable"). Growth Partners, Inc. was the "Associate General Partner" and is
an affiliate of Lehman Brothers, Inc.
On April 7, 1999, Comcast Corporation ("Comcast") completed the
acquisition of a controlling interest in Jones Intercable, the parent of the
Managing General Partner until March 2, 2000, as discussed below. As of December
31, 1999, Comcast owned approximately 2.9 million shares of Jones Intercable's
Common Stock and approximately 13.8 million shares of Jones Intercable's Class A
Common Stock, representing 39.6% of the economic interest and 48.3% of the
voting interest in Jones Intercable. Comcast contributed its shares in Jones
Intercable to its wholly owned subsidiary, Comcast Cable Communications, Inc.
("Comcast Cable"). The approximately 2.9 million shares of Common Stock of Jones
Intercable owned by Comcast Cable represented shares having the right to elect
approximately 75% of the Board of Directors of Jones Intercable. As of April 7,
1999, Jones Intercable became a consolidated public company subsidiary of
Comcast Cable.
In connection with Comcast's acquisition of a controlling interest in
Jones Intercable on April 7, 1999, all of the persons who were executive
officers of Jones Intercable as of that date terminated their employment with
Jones Intercable. Also on that date, Jones Intercable's Board of Directors
elected new executive officers, each of whom also was an officer of Comcast.
Effective April 7, 1999, Jones Intercable and Comcast entered into a management
agreement pursuant to which employees of Comcast have undertaken the
administration of the Partnership. As of July 7, 1999, all persons who were
employed at Jones Intercable's former corporate offices in Englewood, Colorado
had terminated their employment with Jones Intercable.
In December 1999, Comcast and Jones Intercable entered into a
definitive merger agreement pursuant to which Comcast agreed to acquire all of
the outstanding shares of Jones Intercable not yet owned by Comcast. On March 2,
2000, Jones Intercable was merged into Comcast JOIN Holdings, Inc., a wholly
owned subsidiary of Comcast. Comcast JOIN Holdings, Inc. continues as the
surviving corporation of the merger. As a result of this transaction, Jones
Intercable no longer exists and the Managing General Partner is now a wholly
owned subsidiary of Comcast JOIN Holdings, Inc. and, as such, is an indirect
wholly owned subsidiary of Comcast. References in this annual report to "the
General Partner" refer to Comcast JOIN Holdings, Inc. The Managing General
Partner and Comcast JOIN Holdings, Inc. share corporate offices with Comcast at
1500 Market Street, Philadelphia, Pennsylvania 19102-2148.
Cable Television System Acquisitions
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 its Wheaton System to an
unaffiliated party for a sales price of $103,000,000. 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, which totaled $60,721,037, were distributed to the
Partnership's limited partners of record as of February 25, 1999. This
distribution was made in March 1999. Such distribution represented an
13
<PAGE>
approximate return of $708 for each $1,000 limited partnership interest. Because
limited partners did 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 did 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 remained in escrow from the closing date until December 14, 1999 as
security for the Partnership's agreement to indemnify the buyer under the asset
purchase agreement. The Partnership received the escrowed funds plus interest,
which totaled $3,229,422, because no claims were made on the escrowed funds by
the buyer. From the escrowed funds, the Partnership repaid its remaining
liabilities, which totaled $1,889,446 at December 31, 1999, in the first quarter
2000, and it will retain the balance to cover the continuing administrative
expenses of the Partnership until the Partnership is liquidated and dissolved.
Although the sale of the Wheaton System represented the sale of the only
remaining operating asset of the Partnership, the Partnership will not be
dissolved until the pending litigation in which the Partnership is a named
defendant has been resolved and terminated.
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.
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 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 was 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 were capitalized and
maintenance and repairs were charged to expense as incurred.
14
<PAGE>
Property, plant and equipment and the corresponding accumulated
depreciation were written off as certain assets became fully depreciated and
were no longer in service.
Intangible Assets
Costs assigned to intangible assets were being amortized using the
straight-line method over the following estimated useful lives:
Franchise costs 9 - 14 years
Costs in excess of interests in net assets purchased 29 - 33 years
Revenue Recognition
Subscriber prepayments were initially deferred and recognized as
revenue when earned.
(3) TRANSACTIONS WITH THE MANAGING AND ASSOCIATE GENERAL PARTNERS AND
AFFILIATES
Management Fees, Distribution Ratios and Reimbursements
The Managing General Partner manages 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. The
Managing General Partner has not received and will not receive a management fee
after February 25, 1999. Management fees paid to the Managing General Partner by
the Partnership for the years ended December 31, 1999, 1998 and 1997 were
$195,889, $1,251,735, $1,187,215, respectively.
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. The Associate
General Partner has not received and will not receive a supervisory fee after
February 25, 1999. Supervisory fees accrued to the Associate General Partner by
the Partnership for the year ended December 31, 1999 were $39,178. As of
December 31, 1999 all supervisory fees were paid to the Associate General
Partner. Supervisory fees paid to the Associate General Partner by the
Partnership for each of the years ended December 31, 1998 and 1997 were
$200,000, respectively.
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 will continue to reimburse the Managing General Partner
and certain of its affiliates for certain administrative costs. These expenses
represent the salaries and related benefits paid for corporate personnel. Such
personnel provide administrative, accounting, tax, legal and investor relations
services to the Partnership. Such services, and their related costs, are
necessary to the administration of the Partnership until the Partnership is
dissolved. Such costs were charged to operating costs during the periods that
the Partnership operated its cable television system. Subsequent to the sale of
the Partnership's cable television system, such costs were charged to other
expense. Reimbursements by the Partnership to the Managing General Partner for
allocated general and administrative costs for the years ended December 31,
1999, 1998 and 1997 were $289,263, $1,560,905 and $1,349,480 respectively.
15
<PAGE>
Payments to/from Affiliates for Programming Services
Prior to the sale of its Wheaton System in 1999, the Partnership
received programming from Superaudio, Knowledge TV, Inc., Jones Computer
Network, Ltd., Great American Country, Inc. and Product Information Network, all
of which were affiliates of the Managing General Partner until April 7, 1999
(see Note 1).
Payments to Superaudio by the Partnership for the years ended December
31, 1999, 1998 and 1997 totaled $12,973, $42,020 and $35,741, respectively.
Payments to Knowledge TV, Inc. for the years ended December 31, 1999, 1998 and
1997 totaled $11,443, $43,560 and $39,752, respectively. Payments to Jones
Computer Network, Ltd., whose service was discontinued in April 1997, for the
years ended December 31, 1997 totaled $26,459. Payments to Great American
Country, Inc., which initiated service in 1997, totaled $10,968, $43,237 and
$42,260 in 1999, 1998 and 1997, respectively.
Prior to the sale of its Wheaton System in 1999, 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, 1999, 1998
and 1997 totaled $14,320, $80,994 and $87,502, respectively.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1999 and 1998,
consisted of the following:
December 31,
---------------------------
1999 1998
----------- ------------
Cable distribution systems $ -- $ 55,412,343
Equipment and tools -- 3,211,242
Office furniture and equipment -- 2,496,789
Buildings -- 20,058
Vehicles -- 809,113
Land -- 105,000
----------- ------------
-- 62,054,545
Less: accumulated depreciation -- (36,182,278)
----------- ------------
$ -- $ 25,872,267
=========== ============
(5) DEBT
Total Partnership debt consisted of the following:
December 31,
-------------------------
1999 1998
---------- -----------
Lending institutions-
Revolving credit and term loan facility $ -- $36,000,000
Capital lease obligations -- 198,498
----------- -----------
$ -- $36,198,498
=========== ===========
The Partnership's $36,000,000 balance on its revolving credit facility
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 rate on amounts outstanding as of December 31,
1998 was 6.29 percent.
16
<PAGE>
(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.
(7) COMMITMENTS AND CONTINGENCIES
-----------------------------
In July 1999, Jones Intercable, each of its subsidiaries that serve as
general partners of Jones Intercable's managed partnerships and most of Jones
Intercable's managed partnerships, including the Partnership, were named
defendants in a case captioned Everest Cable Investors, LLC, Everest Properties,
-------------------------------------------------
LLC, Everest Properties II, LLC and KM Investments, LLC, plaintiffs v. Jones
- ----------------------------------------------------------------------------
Intercable, Inc., et al., defendants (Superior Court, Los Angeles County, State
- ------------------------------------
of California, Case No. BC 213632).
Plaintiffs allege that certain of them formed a plan to acquire up to
4.9% of the limited partnership interests in each of the managed partnerships
named as defendants, and that plaintiffs were frustrated in this purpose by
Jones Intercable's alleged refusal to provide plaintiffs with lists of the names
and addresses of the limited partners of these partnerships. The complaint
alleges that Jones Intercable's actions constituted a breach of contract, a
breach of Jones Intercable's implied covenant of good faith and fair dealing
owed to the plaintiffs as limited partners, a breach of Jones Intercable's
fiduciary duty owed to the plaintiffs as limited partners and tortious
interference with prospective economic advantage. Plaintiffs allege that Jones
Intercable's failure to provide them with the partnership lists prevented them
from making their tender offers and that they have been injured by such action
in an amount to be proved at trial, but not less than $17 million.
In September 1999, Jones Intercable and the defendant subsidiaries and
managed partnerships filed a notice of demurrers to the plaintiffs' complaint
and a hearing on this matter was held in October 1999. In December 1999, the
Court sustained the defendants' demurrers in part but the Court gave the
plaintiffs' leave to amend their complaint to attempt to cure the deficiencies
in the pleadings. The plaintiffs filed their first amended complaint in January
2000.
Discovery in the case also has begun, and Jones Intercable and the
defendant subsidiaries and managed partnerships have responded to the
plaintiffs' first set of interrogatories and the plaintiffs' first demand for
the production of documents. The General Partner believes that the defendants
have defenses to the plaintiffs' claims for relief and challenges to the
plaintiffs' claims for damages, and the General Partner intends to defend this
lawsuit vigorously.
17
<PAGE>
(8) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information for the respective periods is
presented below:
Year Ended December 31,
------------------------------------
1999 1998 1997
---------- ---------- ----------
Maintenance and repairs $ 48,810 $ 241,621 $ 330,578
========== ========== ==========
Taxes, other than income and
payroll taxes $ 19,293 $ 84,230 $ 83,788
========== ========== ==========
Advertising $ 81,198 $ 298,490 $ 312,432
========== ========== ==========
Depreciation of property,
plant and equipment $ 820,638 $5,038,331 $4,173,196
========== ========== ==========
Amortization of intangible assets $ 479,685 $2,162,453 $6,993,049
========== ========== ==========
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 directors 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.
RALPH J. ROBERTS is Chairman of the Managing General Partner's Board of
Directors. Mr. Roberts served as Chairman of Jones Intercable, Inc.'s Board of
Directors from April 1999 until its merger with Holdings in March 2000. He now
serves in these same capacities for Holdings. Mr. Roberts has served as a
director of Comcast Corporation and as the Chairman of its Board of Directors
for more than five years. Mr. Roberts has been the President and a director of
Sural Corporation, a privately held investment company that is Comcast
Corporation's controlling shareholder, for more than five years. Mr. Roberts is
also a director of Comcast Cable Communications, Inc. and Comcast LCI Holdings,
Inc. Mr. Roberts is the father of Brian L. Roberts. He is 80 years old.
BRIAN L. ROBERTS is President and a director of the Managing General
Partner. Mr. Roberts served as President and a director of Jones Intercable,
Inc. from April 1999 until its merger with Holdings in March 2000. He now serves
in these same capacities for Holdings. Mr. Roberts has served as the President
and as a director of Comcast Corporation for more than five years. Mr. Roberts
also serves as Vice President and as a director of Sural Corporation. He also is
a director of Comcast Cable Communications, Inc., Comcast LCI Holdings, Inc., At
Home Corporation and The Bank of New York Company, Inc. Mr. Roberts is a son of
Ralph J. Roberts. He is 40 years old.
LAWRENCE S. SMITH is Executive Vice President and a director of the
Managing General Partner. Mr. Smith served as an Executive Vice President and a
director of Jones Intercable, Inc. from April 1999 until its merger with
Holdings in March 2000. He now serves in these same capacities for Holdings. Mr.
Smith has served as an Executive Vice President of Comcast Corporation since
December 1995. Prior to that time, he served as Senior Vice President of Comcast
Corporation for more than five years. Mr. Smith is also a director of Comcast
Cable Communications, Inc. and Comcast LCI Holdings, Inc. He is 52 years old.
STANLEY L. WANG is Executive Vice President and Secretary and a
director of the Managing General Partner. Mr. Wang served as Senior Vice
President and Secretary and a director of Jones Intercable, Inc. from April 1999
until its merger with Holdings in March 2000. He now serves as an Executive Vice
President and Secretary of Holdings. Mr. Wang has served as an Executive Vice
President of Comcast Corporation since February 2000. Prior to that time, he
served as Senior Vice President of Comcast Corporation for more than five years.
Mr. Wang also has served as Secretary of Comcast Corporation for more than five
years. Mr. Wang is also a director of Comcast Cable Communications, Inc. and
Comcast LCI Holdings, Inc. He is 59 years old.
JOHN R. ALCHIN is Executive Vice President and Treasurer of the
Managing General Partner. Mr. Alchin served as Senior Vice President and
Treasurer and a director of Jones Intercable, Inc. from April 1999 until its
merger with Holdings in March 2000. He now serves as Executive Vice President
and Treasurer of Holdings. Mr. Alchin has served as an Executive Vice President
of Comcast Corporation since February 2000. Prior to that time, he served as
Senior Vice President of Comcast Corporation for more than five years. Mr.
Alchin also has served as Treasurer of Comcast Corporation for more than five
years. Mr. Alchin is the Principal Financial Officer of the Managing General
Partner and of Comcast Corporation. He is 51 years old.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Each of the
directors and executive officers of the Managing General Partner were directors
and executive officers of Jones Intercable prior to its merger with Holdings on
March 2, 2000. Jones Intercable was the parent of the Managing General Partner
prior
19
<PAGE>
to March 2, 2000. These persons became directors and executive officers of
Jones Intercable on April 7, 1999, the date Comcast acquired a controlling
interest in Jones Intercable. These persons failed to file on a timely basis
reports disclosing their ownership of limited partnership interests of the
Partnership as required by Section 16(a) of the Securities Exchange Act of 1934.
The reports, when filed, disclosed that these persons own no limited partnership
interests of the Partnership.
Certain information concerning the directors and executive officers of
the Associate General Partner is set forth below.
MICHAEL T. MARRON, 36, is the President, Chief Financial Officer and a
director of the Associate General Partner. Mr. 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. Mr. Marron received a B.S. degree from the State
University of New York at Albany and an M.B.A. degree from Columbia University
and is a Certified Public Accountant.
ROCCO F. ANDRIOLA, 41, is Vice President and a director of the
Associated General Partner. Mr. Andriola is a Managing Director of Lehman
Brothers in its Diversified Asset Group and has held such position since October
1996. Mr. Andriola also serves as the Director of Global Corporate Services for
Lehman. 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. Mr. Andriola received a B.A. from
Fordham University, a J.D. from New York University School of Law, and an LL.M
in Corporate Law from New York University's Graduate School of Law.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no employees; however, various personnel are
required to administer the financial, tax and legal affairs of the Partnership
and to maintain the books and records of the Partnership. Such personnel are
employed by Comcast and, pursuant to the terms of the limited partnership
agreement of the Partnership, the costs of such employment are charged by
Comcast to the Partnership. See ITEM 13.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGERS
As of December 31, 1999, no person or entity owned more than 5% of the
limited partnership interests of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership reimburses the Managing General Partner for certain
allocated overhead and administrative expenses. These expenses represent the
salaries and benefits paid to corporate personnel. Such personnel provide
administrative, accounting, legal and investor relations services to the
Partnership. The Partnership will continue to reimburse the Managing General
Partner for actual time spent on Partnership business by employees of Comcast
until the Partnership is liquidated and dissolved. During the year ended
December 31, 1999, such reimbursements totaled $289,263.
20
<PAGE>
Prior to the sale of the Wheaton System, the Partnership paid a
management fee to the Managing General Partner equal to 5% of the Partnership's
gross revenues from system operations. During the year ended December 31, 1999,
such management fees totaled $195,889. It is expected that the Partnership will
never again pay management fees.
Prior to the sale of the Wheaton System, the Partnership paid a
supervisory fee to the Associate General Partner equal to the lesser of 1% of
the Partnership's gross revenues from system operations or $200,000, payable
annually. During the year ended December 31, 1999, such supervisory fee totaled
$39,178. It is expected that the Partnership will never again pay a supervisory
fee.
Prior to the sale of the Wheaton System, the Partnership paid
programming service fees to affiliates of the Managing General Partner. The
amounts of such programming service fees paid to affiliates during 1999 were not
material. It is expected that the Partnership will never again pay programming
services fees.
21
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(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.
(Incorporated by reference from the Partnership's Annual
Report on Form 10-K for fiscal year ended December 31,
1989.)
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
22
<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 in Philadelphia,
Pennsylvania.
JONES GROWTH PARTNERS L.P.,
a Colorado limited partnership
By: Jones Spacelink Cable Corporation,
a Colorado corporation,
its managing general partner
By: /s/ Brian L. Roberts
--------------------------------
Brian L. Roberts
Dated: March 22, 2000 President; Director
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/ Ralph J. Roberts
--------------------------------
Ralph J. Roberts
Dated: March 22, 2000 Chairman; Director
By: /s/ Brian L. Roberts
--------------------------------
Brian L. Roberts
President; Director
Dated: March 22, 2000 (Principal Executive Officer)
By: /s/ Lawrence S. Smith
--------------------------------
Lawrence S. Smith
Dated: March 22, 2000 Executive Vice President; Director
By: /s/ Stanley L. Wang
--------------------------------
Stanley L. Wang
Dated: March 22, 2000 Executive Vice President; Secretary;
Director
By: /s/ John R. Alchin
--------------------------------
John R. Alchin
Executive Vice President; Treasurer
Dated: March 22, 2000 (Principal Financial Officer)
By: /s/ Lawrence J. Salva
--------------------------------
Lawrence J. Salva
Senior Vice President
Dated: March 22, 2000 (Principal Accounting Officer)
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,384,894
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,384,894
<CURRENT-LIABILITIES> 1,889,446
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,495,448
<TOTAL-LIABILITY-AND-EQUITY> 3,384,894
<SALES> 0
<TOTAL-REVENUES> 3,917,788
<CGS> 0
<TOTAL-COSTS> 4,616,531
<OTHER-EXPENSES> (67,921,367)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 471,241
<INCOME-PRETAX> 66,751,383
<INCOME-TAX> 0
<INCOME-CONTINUING> 66,751,383
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,751,383
<EPS-BASIC> 769.31
<EPS-DILUTED> 769.31
</TABLE>
