UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR COMMISSION FILE
ENDED DECEMBER 31, 1996 NUMBER 033-26427
TELECOMMUNICATIONS GROWTH & INCOME FUND L.P.
(Name of small business issuer in its charter)
Virginia 54-1482898
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2201 Wilson Boulevard, Arlington, VA 22201
(Address of principal executive offices) (Zip Code)
(703) 247-2900
(Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
Limited Partnership Interest None
Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has
been subject to such filing requirements for the past ninety days. Yes x No
Issuer's revenues for its most recent fiscal year: $636,588.
The partnership interests of the Registrant are not traded in any market.
Therefore, the partnership interests had neither a market selling price nor an
average bid or asked price within the 60 days prior to the date of this
filing.
As of the close of business March 1, 1997, the registrant had outstanding
5,334 units of limited partnership interests,par value $1,000 per unit.
DOCUMENTS INCORPORATED BY REFERENCE: None
Page 1 of 27<PAGE>
TELECOMMUNICATIONS GROWTH & INCOME FUND L.P.
1996 Form 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
PART I
Page
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Registrant's Partnership
Interests and Related Partnership Matters 5
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
Item 7. Financial Statements 8
Item 8. Changes in and Disagreements with Accounts on
Accounting and Financial Disclosure 23
Item 9. Directors and Executive Officers of the Registrant 23
Item 10. Executive Compensation 26
Item 11. Security Ownership of Certain Beneficial
Owners and Management 26
Item 12. Certain Relationships and Related Transactions 26
PART IV
Item 13. Exhibits and Reports on Form 8-K 26<PAGE>
Part I.
Item 1. Business
General
Telecommunications Growth and Income Fund L.P. (the "Partnership"), a
Virginia limited partnership, was organized on December 29, 1988.
Telecommunications Growth and Income Fund Management Limited Partnership
("TGIF" or the "General Partner"), is the Partnership's sole general partner.
Telecommunications Growth and Income Fund, Inc. ("TGIF, Inc.") is the general
partner of TGIF. DeRand Telecommunications Corporation ("DTC"), MT Fund I
Limited Partnership ("MTLP") and Pennington/Bass Telecommunications, Inc.
("PBT") are the sole stockholders of TGIF, Inc. DTC is wholly-owned by DeRand
Corporation of America ("DCOA"), which is also the sole owner of
DeRand/Pennington/Bass, Inc.("D/P/B"), which was the selling agent of the
offering. PBT is wholly-owned by two former executive officers of DCOA and
D/P/B. DCOA is deemed to be controlled by Denison E. Smith and Randall N.
Smith,both officers and directors of TGIF, Inc., by virtue of their individual
stock ownership of DCOA.
The Partnership was formed to engage in the business of acquiring,
developing, operating, selling and otherwise investing in
communications-related businesses. The Partnership intended to acquire
various"Communications Businesses" from among the following: franchise cable
television systems and other cable-related businesses, broadcast radio
stations, cellular telephone systems, paging systems, specialize mobile radio
("SMR"), publishing and various other technologies or devices.
The Partnership's businesses are managed and monitored by the General
Partner which receives a management fee equal to 5% of the gross revenues
attributable to each Communications Business.
Communications Tower
The Partnership owns a general partnership interest in a communications
tower (the "Tower" or "Tower Ventures") located in Montgomery County,
Pennsylvania. The Tower faces competition from other communications towers or
building sites accepting communications equipment in the Philadelphia area.
The Partnership's Tower, however, is the tallest communications tower or site
in the area, making it a more desirable site than its competitors. The tower
is located in an area where current zoning prohibits the construction of new
towers. In addition, the construction costs of new towers is quite expensive
and the possibility of additional competition is unlikely. Since purchasing
the Tower in September, 1989, the Partnership has not lost any tenants to
other towers, but has gained two tenants from competitors by offering a better
location at a competitive price. The Tower was originally constructed as a
television broadcasting tower. The tenant mix on the Tower has expanded to
include paging, SMR, broadcast radio and microwave customers.
The Tower serves various customers, including those providing broadcast
radio, microwave, cellular, paging and two-way radio services to the
greater-Philadelphia metropolitan area. As of December 31, 1996, the Tower
had 20 tenants with 26 leases generating revenue of approximately $53,000 per
month. Revenues for the Tower were $636,588 and $606,195 for the years ended
December 31, 1996 and 1995, respectively.
The accompanying consolidated financial statements include the results of
operations of Tower Ventures for the years ended December 31, 1996 and 1995.
The Tower assets include, but are not limited to, the land and improvements
thereon (including one 540-foot steel tower and three buildings on 1.29
acres), all leases, agreements, consents, licenses and other contracts
specifically related to the Tower.
Specialized Mobile Radio System
The Partnership owns a limited partnership interest in United Mobile
Networks L.P. ("UMN L.P."). UMN L.P. was formed to acquire, own, operate and
sell SMR systems. On November 24, 1993, UMN L.P. entered into a management
agreement and an asset purchase agreement to sell to East Texas Communications
Limited Partnership ("ETCLP"), an unaffiliated third party, UMN L.P.'s radio
communications business located in eastern Texas and northwestern Louisiana.
Closing was completed October 27, 1994, and was effective July 14, 1994.
Total consideration under the asset purchase agreement was $3,200,000,
which was paid by $1,000,000 cash and a promissory note for $1,700,000. The
note bears interest at 8% per annum, interest payable quarterly, beginning
October 31, 1994. The principal is payable as follows: $200,000 on each of
December 1, 1996 and 1997, and the balance on December 1, 1998. Additional
consideration is to be paid, computed as an amount equal to the greater of 15%
of the net profit of ETCLP determined as of the date of the sale of
substantially all of the assets of ETCLP, or as of either the date of a
refinancing of certain indebtedness, or November 30, 1998, or $500,000. On
December 9, 1993, UMN L.P. received a non-interest bearing escrow deposit in
the amount of $840,000 from ETCLP. The buyer was to pay the remaining cash
due at closing, $160,000, plus adjustments for capital expenditures, radio
purchases and accounts receivable, less adjustments for accounts payable.
These adjustments increased the purchase price by $173,200. Additional
adjustments to the purchase price were made in accordance with a letter
agreement dated July 14, 1994, between ETCLP and UMN L.P. reducing the
purchase price by $350,000. These adjustments resulted in a net payable to
ETCLP of $16,800, which was deducted from the first interest payment due on
interest on the promissory note from ETCLP.
The adjustments contained in the letter agreement, referred to above,
include an amount to reflect a pending lawsuit filed by UMN L.P. against Ronny
Deaton, the former owner of the Business. As a result of these adjustments,
the purchase price was reduced to $3,023,200. On March 21, 1994, UMN L.P.
filed a petition for declaratory judgement, damages and injunctive relief
against Ronny Deaton and his wife Barbara Deaton, claiming, among other
things, that Mr. Deaton violated the non-compete portion of his employment
agreement. Mr. Deaton filed a motion for summary judgement, which was
dismissed on May 9, 1994. On May 12, 1994, UMN L.P.'s motion for temporary
injunctive relief was denied. On May 12, 1995, a jury returned a verdict
enforcing Mr. Deaton's original covenant not to compete. This means he was
prohibited from competing with the SMR property formerly owned by UMN L.P. for
a period of another approximately 18 months. The jury also entered judgement
against Mr. Deaton in favor of UMN L.P. for $630,000 in damages, attorney fees
and costs. On February 8, 1996, the Deatons filed an appeal with the Texas
Appellate Court. On April 17, 1996, the appellate court ruled that the
non-compete and injunction against Ronny Deaton was upheld, but the injunction
against Barbara Deaton was dismissed. The dismissal of the counter suit the
Deatons filed against UMN L.P. was also upheld. The $100,000 award UMN L.P.
received for violation of the non-compete was dismissed. The appellate court
acknowledged the theft of the customer list, but the portion of the judgement
assessing damages in the amount of $500,000 was reversed and remanded to the
trial court for a new trial. UMN L.P. has appealed this decision to the Texas
State Supreme Court and is waiting a decision.
Item 2. Properties
See Item 1.
Item 3. Legal Proceedings
On March 21, 1994, UMN L.P. filed a petition for declaratory judgement,
damages and injunctive relief against Ronny Deaton and his wife Barbara
Deaton, claiming, among other things, that Mr. Deaton violated the non-compete
portion of his employment agreement. Mr. Deaton filed a motion for summary
judgement, which was dismissed on May 9, 1994. On May 12, 1994, UMN L.P.'s
motion for temporary injunctive relief was denied. On May 12, 1995, a jury
returned a verdict enforcing Mr. Deaton's original covenant not to compete.
This means he was prohibited from competing with the SMR property formerly
owned by UMN L.P. for a period of another approximately 18 months. The jury
also entered judgement against Mr. Deaton in favor of UMN L.P. for $630,000 in
damages, attorney fees and costs. On February 8, 1996, the Deatons filed an
appeal with the Texas Appellate Court. On April 17, 1996, the appellate court
ruled that the non-compete and injunction against Ronny Deaton was upheld, but
the injunction against Barbara Deaton was dismissed. The dismissal of the
counter suit the Deatons filed against UMN L.P. was also upheld. The $100,000
award UMN L.P. received for violation of the non-compete was dismissed. The
appellate court acknowledged the theft of the customer list, but the portion
of the judgement assessing damages in the amount of $500,000 was reversed and
remanded to the trial court for a new trial. UMN L.P. has appealed this
decision to the Texas State Supreme Court and is waiting a decision.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
Part II.
Item 5. Market for Registrant's Partnership Interests and Related Partnership
Matters
As of December 31, 1996, the Partnership had 538 investor limited partners
who had subscribed to 5,334 units. There is no established trading market for
the Units. The Partnership distributes cash flow from operations, refinancing
and/or sale proceeds, to the extent available. A portion of these
distributions constitutes a return of capital. There were four distributions
made to limited partners in 1996 totaling $426,720.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
For the year ended December 31, 1996, Partnership operations consisted of
operating the communications tower owned by Tower Ventures. The specialized
mobile radio businesses owned by UMN L.P. were sold effective July 14, 1994.
Revenues of the Partnership, which consists of rental revenues from the
Philadelphia tower owned by Tower Ventures, increased $30,393, or
approximately 5%, from $606,195 in 1995 to $636,588 in 1996 and costs and
expenses decreased $18,575, or approximately 5%, from $372,251 in 1995 to
$353,676 in 1996. The increase in revenues was attributable to the addition of
new tenants and the addition of equipment by existing tenants, consumer price
index rent adjustments, and increases in utility reimbursements over 1995.
For the year ended December 31, 1996, rental revenue was earned from 25
tenant license agreements with Tower Ventures. During 1996, two new tenants
were added to the Tower, two existing tenants added equipment to the Tower
and one tenant lease terminated and was not renewed. In addition, two tenants
extended their agreements. Minimum future rental income from noncancelable
leases in 1997 is expected to approximate $540,000.
Operating, general and administrative expense in 1996 consisted of
operating costs of Tower Ventures and UMN L.P. in the amount of $77,308 and
$5,379, respectively. The remaining $48,972 represents legal and accounting
fees of $40,325 and other administrative costs of the Partnership of $8,647.
Management fees, others, decreased from $71,781 in 1995 to $68,076 in 1996.
These consisted of fees incurred by Tower Ventures and UMN L.P. of $49,781 and
$22,000 in 1995 and $56,076 and $12,000 in 1996, respectively. Management
fees, affiliates, increased from $36,003 in 1995 to $37,402 in 1996. These
fees were incurred by the Partnership and represent management fees to
Telecommunications Growth & Income Fund Management Limited Partnership, the
General Partner.
Operating income increased by $48,968 in 1996, from $233,944 in 1995 to
$282,912 in 1996.
Interest income increased from $172,801 in 1995 to $173,284 in 1996 and
represents interest earned on the note receivable from the sale of UMN L.P.'s
assets as of July 14, 1994 and income from the Partnership's investments in
short-term U.S. Treasury obligations. Interest expense decreased from $7,179
in 1995 to $1,274 in 1996 as a result of repayment of the bank Loan on March
18, 1996.
For the years ended December 31, 1996 and 1995, the Partnership had
positive cash flow from operations of $585,984 and $396,866, respectively.
Distributions to limited partners increased from $373,380 in 1995 to $426,720
in 1996, and from $3,573 to $4,312 to the general partner. These
distributions were funded from operating cash flow without considering
amortization and depreciation. Future distributions will be determined by
management based on operating performance and available positive cash flow.
The Partnership expects that it will continue generating net income from
operations in the future primarily as a result of the income generated by the
Communications Tower operations and from the interest income from the note
receivable from the sale of the SMR businesses. It is the Partnership's
objective to increase the revenues of Tower Ventures through the addition of
new tenants to the Communications Tower, the provision of additional services
to existing tenants, increased rents from existing tenants as a result of
lease renewals at higher rents, and increased rents occurring as a result of
the annual cost of living adjustments in the existing operating leases.
Financial Condition
On November 9, 1993, Tower Ventures entered into a $1,000,000 line of
credit/term agreement (the "Loan") with a commercial bank. The Loan bore
interest at 8.12%. As of December 31, 1995, the outstanding principal balance
was $76,524. The Loan was paid in full on March 18, 1996.
On October 27, 1994, closing was completed on the sale by UMN L.P. of the
tangible and intangible assets used or held for use in connection with its
communications business. Total consideration under the asset purchase
agreement was $3,200,000, which was to be paid by $1,000,000 cash and a
promissory note for $1,700,000. Additional consideration is to be paid,
computed as an amount equal to the greater of 15% of the net profit of ETCLP
determined as of the date of the sale of substantially all of the assets of
ETCLP, or as of either the date of a refinancing of certain indebtedness, or
November 30, 1998, or $500,000. On December 9, 1993, UMN L.P. received a
non-interest bearing escrow deposit in the amount of $840,000 from ETCLP. The
buyer was to pay the remaining cash due at closing, $160,000, plus adjustments
for capital expenditures, radio purchases and accounts receivable, less
adjustments for accounts payable. These adjustments increased the purchase
price by $173,200. Additional adjustments to the purchase price were made in
accordance with a letter agreement dated July 14, 1994, between ETCLP and UMN
L.P. reducing the purchase price by $350,000. These adjustments resulted in a
net payable to ETCLP of $16,800, which was deducted from the first interest
payment due on the promissory note from ETCLP on October 31, 1994. ETCLP
makes quarterly interest payments of $34,000 to the Partnership. A principal
payment of $200,000 was due on December 1, 1996 and was received by the
Partnership on January 31, 1997. Additional principal payments of $200,000
and $1,300,000 are due on December 1, 1997, and December 1, 1998,
respectively.
At the time of acquisition, the Tower had twelve tenants with leases
generating $34,000 per month. As of January 1, 1997, there were 25 tenant
leases in effect with a current rent roll of approximately $53,000 per month.
Each lease has a cost of living adjustment resulting in annual increases
ranging from 3% to 10%. Management continues to seek additional tenants for
the Tower and operating expenses are generally fixed and relatively low.
Operating cash flow margins for the most recent three years range from 85% to
90%, and are expected to continue at that level.
The Partnership has current assets in excess of current liabilities of
$66,769 at December 31, 1996. The Partnership expects to generate positive
cash flows for 1997. The sale of UMN L.P. assets is expected to generate
additional cash over the next two years of a minimum of $1.7 million. As a
result, future cash flows are expected to be more than sufficient to cover the
Partnership's cash flow needs.
Inflation
Although the Partnership cannot determine the precise effects of
inflation, it is anticipated that there will be increases in operating costs
and general and administrative expenses. Management believes that any such
increases will be adequately provided for through the annual cost of living
increases which are contained in all of the Partnership's operating leases, by
adding revenues from existing lessees or by adding new lessees to the
communications tower.<PAGE>
Item 7. Financial Statements and Supplementary Data
Telecommunications Growth & Income Fund L.P.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
AND FOR THE YEARS THEN ENDED
INDEX
Independent Auditors' Report 9
CONSOLIDATED BALANCE SHEETS 10-11
CONSOLIDATED STATEMENTS OF OPERATIONS 12
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) 13
CONSOLIDATED STATEMENTS OF CASH FLOWS 14-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16-22<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Telecommunications Growth & Income Fund L.P.
Arlington, VA
We have audited the accompanying consolidated balance sheets of
Telecommunications Growth & Income Fund L.P. (a Virginia Limited Partnership)
as of December 31, 1996 and 1995, and the related consolidated statements of
operations, partners' capital (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership'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 audit provides a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Telecommunication Growth & Income
Fund L.P. as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
1900 M Street, NW
Washington, DC 20036
January 31, 1997<PAGE>
TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND 1995
ASSETS
1996 1995
CASH AND CASH EQUIVALENTS $ 135,527 $ 175,561
RECEIVABLES:
Rent 10,336 17,505
Affiliates 1,844 1,844
Other 22,755 22,755
34,935 42,104
Total current assets 170,462 217,665
LAND 74,624 74,624
BUILDINGS, net of accumulated
depreciation of $97,802 and $84,465 168,943 182,280
COMMUNICATIONS TOWERS, net of accumulated
depreciation of $452,284 and $386,025 897,630 845,426
INTANGIBLE ASSETS, net of accumulated
amortization of $858,334 and $848,334 126,666 136,666
1,267,863 1,238,996
OTHER ASSETS:
Note receivable 1,700,000 1,700,000
Additional consideration receivable 429,140 396,251
Other assets 11,809 37,747
2,140,949 2,133,998
Total Assets $3,579,274 $3,590,659
The accompanying notes are an integral
part of these consolidated financial statements.<PAGE>
TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND 1995
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
1996 1995
CURRENT LIABILITIES:
Notes payable, current portion $ - $24,456
Accrued liabilities 73,552 24,047
Accounts payable-affiliates 7,154 6,238
Deferred income 14,362 19,571
Security deposits 8,625 9,625
Total current liabilities 103,693 83,937
NOTES PAYABLE, less current portion - 52,068
MINORITY INTEREST IN TOWER VENTURES
LIMITED PARTNERSHIP 10,969 10,078
MINORITY INTEREST IN UNITED MOBILE
NETWORKS L.P. 10,257 8,742
PARTNERS' CAPITAL (DEFICIT):
General Partner (28,034) (28,218)
Investor Limited Partners 3,482,389 3,464,052
3,454,355 3,435,834
Total Liabilities and Partners'
Capital (Deficit) $3,579,274 $3,590,659
The accompanying notes are an integral
part of these consolidated financial statements.<PAGE>
TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
1996 1995
REVENUES:
Rental income $ 636,588 $ 606,195
COSTS AND EXPENSES:
Operating, general and administrative 131,659 141,970
Management fees
-affiliates 37,402 36,003
-others 68,076 71,781
Depreciation and amortization 116,539 122,497
353,676 372,251
OPERATING INCOME 282,912 233,944
OTHER INCOME (EXPENSES):
Interest income 173,284 172,801
Interest expense (1,274) (7,179)
172,010 165,622
INCOME BEFORE ALLOCATION
TO MINORITY INTEREST 454,922 399,566
MINORITY INTEREST IN TOWER VENTURES
LIMITED PARTNERSHIP (3,854) (3,555)
MINORITY INTEREST IN UNITED MOBILE
NETWORKS L.P. (1,515) (1,222)
NET INCOME $ 449,553 $ 394,789
ALLOCATION OF NET INCOME:
General Partner $ 4,496 $ 3,948
Investor Limited Partners $ 445,057 $ 390,841
Net income per investor Limited Partner Unit $ 83.44 $ 73.27
The accompanying notes are an integral
part of these consolidated financial statements.<PAGE>
TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
Investor
General Limited
Partner Partners Total
BALANCE, January 1,
1995 $(28,593) $3,446,591 $3,417,998
Distributions (3,573) (373,380) (376,953)
Net Income 3,948 390,841 394,789
BALANCE, December 31,
1995 (28,218) 3,464,052 3,435,834
Distributions (4,312) (426,720) (431,032)
Net Income 4,496 445,057 449,553
BALANCE, December 31,
1996 $ (28,034) $3,482,389 $3,454,355
The accompanying notes are an integral
part of these consolidated financial statements.<PAGE>
TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 449,553 $ 394,789
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 116,539 122,497
Imputed interest on additional consideration
receivable (32,889) (30,368)
Changes in assets and liabilities:
Decrease (increase) in receivables 7,168 (7,595)
Increase (decrease) in accrued liabilities 49,505 (50,794)
Decrease in deferred revenue (5,209) (873)
Increase (decrease) in security deposits (1,000) 2,425
Increase in minority interests 2,405 4,778
Increase (decrease) in accounts payable
-affiliates 916 (36,824)
Increase in other assets (1,004) (1,169)
Net cash provided by operating activities 585,984 396,866
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital improvements (118,463) -
Net cash used in investing activities (118,463) -
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (431,032) (376,953)
Repayment of borrowings (76,523) (18,145)
Net cash used in financing activities (507,555) (395,098)
DECREASE IN CASH AND CASH EQUIVALENTS (40,034) 1,768
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 175,561 173,793
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 135,527 $ 175,561
The accompanying notes are an integral
part of these consolidated financial statements.<PAGE>
TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
1996 1995
Supplementary information:
Cash paid during the period for interest $ 1,670 $ 6,783
The following non-cash activities
resulted from the sale of
of UMN L.P. assets:
Imputed interest receivable $32,889 $30,368
The accompanying notes are an integral
part of these consolidated financial statements.<PAGE>
1. ORGANIZATION
Formation
Telecommunications Growth and Income Fund L.P. ("the Partnership") was
formed on December 29, 1988 and shall continue until December 31, 2008, unless
dissolved sooner, in accordance with the Agreement of Limited Partnership (the
"Partnership Agreement"). Telecommunications Growth and Income Fund
Management Limited Partnership ("TGIF") is the "General Partner" and manager
of the Partnership and Telecommunications Growth and Income Fund, Inc.
("TGIF, Inc.") was the initial limited partner. The General Partner and TGIF,
Inc. purchased their interests in the Partnership by contributing $1,100 and
$100, respectively, to Partnership capital. The initial limited partner's
capital contribution was returned to TGIF, Inc. upon admission of the investor
limited partners.
TGIF was organized on December 22, 1988, for the purpose of serving as the
General Partner of the Partnership. Denison E. Smith and TGIF, Inc. were the
General Partners of TGIF. Effective December 31, 1992, Mr. Smith resigned as
a General Partner and TGIF, Inc. remained as the sole General Partner of TGIF.
TGIF, Inc. is owned and controlled 60% by DeRand Telecommunications
Corporation ("DTC"), 35% by MT Fund I Limited Partnership ("MTLP"), and 5% by
Pennington/Bass Telecommunications, Inc. ("PBT"). DTC is wholly owned by
DeRand Corporation of America ("DCOA"), which is also the sole owner of
DeRand/Pennington/Bass, Inc. ("D/P/B"). Denison E. Smith is an officer of
DCOA, DTC and D/P/B. PBT is wholly owned by two former officers of DCOA and
D/P/B. DCOA is deemed to be controlled by Denison E. Smith and Randall N.
Smith, both officers and directors of TGIF, Inc., by virtue of their
individual stock ownership of DCOA.
Partnership Business
The Partnership was formed to engage in the business of acquiring,
developing, operating, selling and otherwise investing in
communications-related businesses, primarily in the area of franchise cable
television systems and other cable-related businesses, broadcast radio
stations, cellular telephone systems, specialized mobile radio, publishing and
various other technologies or devices.
The Partnership's principal business activities are concentrated in the
Philadelphia, Pennsylvania, metropolitan area through its investment in Tower
Ventures Limited Partnership and in East Texas, through its investment in
United Mobile Networks L.P, which was sold effective July 14, 1994 (see Note
9).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting and include the accounts of the Partnership and its 99%
owned subsidiary, Tower Ventures Limited Partnership, a Pennsylvania limited
partnership ("Tower Ventures"), on a consolidated basis. The remaining 1%
limited partnership interest in Tower Ventures is held by DCOA and
Malarkey-Taylor in trust for the Partnership until the property is refinanced.
On November 9, 1990, the Partnership purchased a 29.5% limited partnership
interest in United Mobile Networks L.P. ("UMN L.P."), a Delaware limited
partnership. On June 29, 1992, the Partnership's limited partnership interest
increased to a 99% limited partnership interest, pursuant to the Third
Amendment to the Limited Partnership Agreement of UMN L.P. As a result of the
provisions of UMN L.P.'s partnership agreement, the Partnership was deemed to
control UMN L.P. as of November 9, 1990 (date of purchase). Accordingly, the
accompanying consolidated financial statements include the accounts of UMN
L.P. since November 9, 1990 on a consolidated basis.
All intercompany transactions have been eliminated in consolidation.
Cash Equivalents
For purposes of the statement of cash flows, the Partnership considers all
highly liquid instruments purchased with an original maturity of three months
or less to be cash equivalents. Cash equivalents included an investment in a
mutual fund investing in short-term U.S. Treasury obligations of $90,740 and
$121,345 at December 31, 1996 and 1995, respectively.
Income Taxes
No provision has been made for Federal and state income taxes since the
Partnership's profits and losses are reported by the individual partners on
their respective income tax returns.
Deferred Rental Income
Deferred rental income represents prepayments of rent by certain tenants of
the communications tower owned by Tower Ventures and is recognized as revenue
in the subsequent month.
Minority Interest in United Mobile Networks L.P.
Minority interest in United Mobile Networks L.P. ("UMN L.P."), as shown on
the balance sheets, reflect the capital account balances attributable to the
1% interest in UMN L.P. in consolidation and represents the portion of UMN
L.P. not owned by the Partnership.
For the years ended December 31, 1996 and 1995, UMN L.P. reported net income
of $151,509 and $122,206, respectively. The 1% minority interest of $1,515
and $1,222, respectively, is reflected in the consolidated statement of
operations as Minority interest in UMN L.P.'s net income.
Minority Interest in Tower Ventures Limited Partnership
Minority interest in Tower Ventures Limited Partnership, as shown on the
balance sheet, reflects the capital account balances attributable to the 1%
interest in Tower Ventures owned by DCOA and Malarkey-Taylor Associates, Inc.
For the years ended December 31, 1996 and 1995, Tower Ventures reported net
income of $385,391 and $355,460, respectively. The 1% minority interest of
$3,854 and $3,555, respectively, is reflected in the consolidated statement of
operations as Minority interest in Tower Ventures' net income.
Depreciation and Amortization
Buildings and the communications towers are stated at cost and depreciated
over estimated useful lives of 20 years using the straight-line method. Costs
assigned to intangible assets are being amortized using the straight-line
method over the remaining estimated useful lives of from 4 months to 20 years
(see Note 3). Loan fees were amortized on a straight-line basis over the term
of the loan.
Income per Investor Limited Partner Unit
Income per Investor Limited Partner Unit is calculated by dividing the
allocation of income to Investor Limited Partners by the weighted average
number of units outstanding during the years ended December 31, 1996 and 1995
of 5,334 units.
Use of Estimates
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 the
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.
Recent Accounting Pronouncement
During 1996, the Financial Accounting Standards Board issued Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" (SFAS No. 121). This statement requires that such
assets be reviewed for impairment whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable and that such
assets be reported at the lower of carrying amount or fair value. The
Partnership adopted SFAS No. 121 during the fiscal year and, based on current
circumstances, there is no material impact on its results of operations or
financial position.
Fair Values of Financial Instruments
The following disclosures of estimated fair value were determined by
management using available market information and appropriate valuation
methodologies. Considerable judgement is necessary to interpret market data
and develop estimated fair values. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts the Partnership could
realize on disposition of the financial instruments. The use of different
market assumptions and/or estimation methodologies may have a material effect
on the estimated fair value amounts.
The fair values of the Partnership's financial instruments, including cash
equivalents, accounts receivable, note receivable, accounts payable, other
accrued expenses, and note payable, approximate their carrying values.
Disclosure about fair values of financial instruments is based on pertinent
information available to management as of December 31, 1996. Although
management is not aware of any factors that would significantly affect the
reasonable fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date and
current estimates of fair value may differ significantly from the amounts
presented herein.
3. INTANGIBLE ASSETS
Costs of the communications businesses owned by Tower Ventures assigned to
leases, goodwill, contracts with the sellers and customer lists are being
amortized using the straight-line method over the following useful lives:
December 31, Useful Life
1996 1995
Leases $785,000 $785,000 4-69 months
Goodwill 200,000 200,000 20 years
985,000 985,000
Less: accumulated amortization (858,334) (848,334)
$126,666 $136,666
Costs associated with the leases have been fully amortized. Intangible
assets are periodically evaluated based upon cash flows and other factors for
potential impairment.
4. NOTE RECEIVABLE AND OTHER RECEIVABLE
December 31,
1996 1995
Note Receivable:
East Texas Communications Limited Partnership,
interest at 8% receivable in quarterly installments
beginning October 31, 1994, principal payments of
$200,000 on each of December 1, 1996 and 1997,
$1,300,000 due on December 1, 1998 (see Note 9) $1,700,000 $1,700,000
Other Receivable:
East Texas Communications Limited Partnership,
$500,000 additional consideration receivable,
non-interest bearing, valued using interest
imputed at 8%, due no later than November 30,
1998 and could be received prior to November
30, 1998. $429,140 $396,251
As discussed in Note 9, on November 24, 1993, UMN L.P. entered into a
management agreement and an asset purchase agreement to sell to East Texas
Communications Limited Partnership ("ETCLP"), a Delaware limited partnership,
all of the tangible and intangible assets used or held for use in connection
with UMN L.P.'s radio communications business (the "Business") located in
eastern Texas and northwestern Louisiana. Total consideration under the asset
purchase agreement was $3,200,000, which was paid by $1,000,000 cash, a
promissory note for $1,700,000, and additional consideration of a minimum of
$500,000.
5. NOTES PAYABLE
December 31,
1996 1995
Signet Bank/Virginia, line of credit/term loan,
interest at 8.12% payable monthly, principal
payable in monthly installments beginning
November 1, 1994. Paid in full on
March 18, 1996. $ - $76,524
Less: Current portion of long-term debt - 24,456
$ - $52,068
On November 9, 1993, Tower Ventures entered into a $1,000,000 line of
credit/term agreement (the "Loan") with a commercial bank to finance repayment
of advances from the Partnership, to pay certain fees and costs of obtaining
the Loan in the amount of $33,500, and to provide financing for future capital
expenditures. The loan is a line of credit which converted to a term loan at
the end of the first year and matures on October 8, 1998. Collateral includes
the assignment of the Tower Ventures Lease/License Agreements and all of the
Partnership's assets. The Partnership has guaranteed the Loan. The Loan
bears interest at 8.12%. On November 9, 1993, Tower Ventures borrowed
$811,170 to repay advances from the Partnership. The Partnership advanced
these funds to UMN L.P. UMN L.P. used these funds to repay the remaining
principal balance of its debt incurred when purchasing UMN L.P. ("Seller
Debt"), $697,483, and the accrued interest on the Seller Debt of $113,687.
On December 9, 1993, UMN L.P. received a non-interest bearing escrow
deposit in the amount of $840,000 from East Texas Communications Limited
Partnership ("ETCLP") under the terms of an asset purchase agreement. On
December 23, 1993, $750,000 of the this deposit was used to repay advances to
UMN L.P. from the Partnership. The Partnership advanced these funds to Tower
Ventures. On December 23, 1993, $750,000 of the bank Loan was repaid by Tower
Ventures from these advances. At December 31, 1995, $76,524 was outstanding
under the Tower Ventures Loan agreement. The balance was paid in full on
March 18, 1996.
6. LEASE AGREEMENTS
Future minimum rentals to be received under noncancelable tenant leases
held by Tower Ventures at December 31, 1996, are due for the following years
ending December 31, as follows:
1997............................................ $ 540,437
1998............................................ 384,268
1999............................................ 375,324
2000............................................ 248,464
2001............................................ 101,050
Thereafter...................................... 2,589
$1,652,132
7. RELATED PARTY TRANSACTIONS
The General Partner is entitled to a management fee of 5% of the gross
revenues, not including proceeds from the sale, exchange or other disposition
of the businesses. Management fees for the years ended December 31, 1996 and
1995 were $37,402 and $36,003, respectively.
The Partnership is charged for costs incurred by affiliates of the General
Partner for operating expenses necessary for the operation of the Partnership
and its Communications Businesses. The costs charged to the Partnership
during the year ended December 31, 1995 were $800. No charges were made to
the Partnership during 1996. These costs are included in operating, general
and administrative expense.
8. COMMITMENTS AND CONTINGENCIES
For managing the affairs of the Partnership, including administrative,
record-keeping, accounting, tax and regulatory affairs and supervisory
functions, the General Partner will be paid an annual property management fee
equal to 5% of the gross revenues, as defined in the Partnership agreement,
received by the Partnership which are directly attributable to such
Communications Business. The property management fee is payable quarterly in
arrears.
The General Partner will receive a disposition fee (after the investor
limited partners have received in distributions an amount equal to their
capital contributions plus a return equal to at least 6% of their adjusted
capital contributions, as defined in the Partnership Agreement, per annum),
equal to the lesser of (a) 3% of the sale price of the Communications Business
being sold or (b) amounts payable to a non-affiliated third party performing
comparable services in the same geographic location.
9. SALE OF COMMUNICATIONS BUSINESS
On November 24, 1993, UMN L.P. entered into a management agreement and an
asset purchase agreement to sell to East Texas Communications Limited
Partnership ("ETCLP"), a Delaware limited partnership, all of the tangible
and intangible assets used or held for use in connection with UMN L.P.'s radio
communications business (the "Business") located in eastern Texas and
northwestern Louisiana. ETCLP is an unaffiliated third party. The Business
includes licenses or management rights with respect to specialized mobile
radio ("SMR") channels located at or above the 800 MHz frequency band, a radio
communications sales and service business, a UHF community repeater business,
a tower leasing business and other related operations and assets. Closing was
completed October 27, 1994, and was effective July 14, 1994. Under the terms
of the management agreement, ETCLP began managing the business on December 1,
1993, and managed the business until the closing date of the sale.
Total consideration under the asset purchase agreement was $3,200,000,
which was paid by $1,000,000 cash, a promissory note for $1,700,000 and an
additional amount of $500,000. The promissory note bears interest at 8% per
annum, interest payable quarterly, beginning October 31, 1994. The principal
is payable as follows: $200,000 on each of December 1, 1996 and 1997, and the
balance on December 1, 1998. On January 31, 1997, the Partnership received
the December 1, 1996 principal payment in the amount of $200,000 on the Note
Receivable from ETCLP. Additional consideration is to be paid, computed as an
amount equal to the greater of 15% of the net profit of ETCLP determined as of
the date of the sale of substantially all of the assets of ETCLP, or as of
either the date of a refinancing of certain indebtedness, or November 30,
1998, or $500,000. On December 9, 1993, UMN L.P. received a non-interest
bearing escrow deposit in the amount of $840,000 from ETCLP. The buyer paid
the remaining cash due at closing, $160,000, plus adjustments for capital
expenditures, radio purchases and accounts receivable, less adjustments for
accounts payable. These adjustments increased the purchase price by $173,200.
Additional adjustments to the purchase price were made in accordance with a
letter agreement dated July 14, 1994, between ETCLP and UMN L.P. reducing the
purchase price by $350,000. These adjustments resulted in a net payable to
ETCLP of $16,800, which was deducted from the first interest payment due on
interest on the promissory note from ETCLP.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
Part III.
Item 9. Directors and Executive Officers of the Registrant
The Partnership has no officers or directors. The General Partner manages
the Partnership's affairs and has general responsibility and authority in all
matters affecting its business. All management decisions regarding operations
of the Partnership will be made by the Board of Directors of TGIF, Inc., (the
"Board"). On March 19, 1990, pursuant to a Written Consent in Lieu of Annual
Meeting of the Stockholders of TGIF, Inc., the shareholders elected to
increase the number of directors from 5 to 7. In addition, the Bylaws of
TGIF, Inc. were amended to provide that 4 of the 7 directors in office shall
constitute a quorum for the transaction of business at each and every meeting
and the affirmative vote of 4 of the directors present at every meeting at
which a quorum is present will be required to approve any investment decision
regarding potential acquisitions and dispositions by the Partnership of
Communications Businesses. The consent of Denison E. Smith is also required
for any disposition of a Communications Business. In addition, Denison E.
Smith has the independent right to authorize the disposition of any
Communications Business without the affirmative vote of the Board.
The officers and directors of TGIF, Inc. are:
Served in Present
Name Capacity Since* Position Held
Martin F. Malarkey 12/19/88 Chairman of the
Board
Randall N. Smith 12/19/88 President,Chief
Executive Officer
12/21/88 and Director
Denison E. Smith 12/19/88 Executive Vice-President
12/21/88 and Director
Mark I. Bass 01/18/89 Director
Lee D. Pennington 12/21/88 Vice-President
B. Eric Sivertsen 12/21/88 Vice-President,
Secretary, Chief Financial
Officer
03/19/90 Director
Clark T. Madigan 12/21/88 Vice-President and
03/19/90 Director
Robert M. Jones 12/21/88 Vice-President and
6/30/94 Director
______________________________________
* Directors hold office until their successors are elected and qualified.
All officers serve at the pleasure of the Board.
The following constitutes a summary of certain information regarding the
executive officers and directors of TGIF, Inc.
Martin F. Malarkey - 78, has been Chairman of the Board and co-founder of
Malarkey-Taylor since the early 1960's and one of the founders of the cable
television industry, having built one of the first cable systems in the United
States. With more than thirty years of experience in the field, he is an
acknowledged authority in cable system economics, syndication, organization
and development, financial planning and negotiations, and serves as an expert
witness in the courts and in public hearings and forums. He is the founder of
the cable industry's trade organization, The National Cable Television
Association, for which he served five terms as President, and has twice been
elected President of the National Broadcasters Club. He has built, owned,
operated and sold six cable systems as well as two broadcast radio stations
and authored numerous articles on cable system marketing and finance. He is a
member of the Board of Trustees of the American University, Washington, D.C.,
and a member of the Board of Trustees of the Washington Hospital Center. Mr.
Malarkey is a graduate of LaSalle University with a B.S. in Accounting.
Randall N. Smith - 50, is a cum laude graduate of Harvard University
(B.A., Economics, 1969). He is certified by the College of Financial Planning
as a Certified Financial Planner. Mr. Smith has served as Chairman of the
Board of Directors of DCOA and of D/P/B (formerly DeRand Investment
Corporation of America) since 1971 and 1969, respectively. He has served as
an officer and director of several subsidiaries and Affiliates, which are
engaged in the acquisition, development and financing of investments in
franchise and private cable television, communications services management,
and other telecommunications systems. During the last several years, Mr.
Smith has been a speaker and writer on investments in telecommunications,
appearing on television shows and at investment seminars and being published
in such investment journals as Financial Planning Magazine and Financial
Product News. Mr. Smith served as a member of the District Business Conduct
Committee of the NASD, District #10. His three year term ended January, 1989.
Mr. Smith serves as President and Chairman of the Board of DTC. Randall N.
Smith and Denison E. Smith are brothers.
Denison E. Smith - 53, is a graduate of the University of Colorado 1965,
and the University of Idaho Law School, 1968. He is a member of the bars of
the State of Idaho and the District of Columbia. He has served as President
and Director of DCOA and an officer and Director of D/P/B since 1971 and 1969,
respectively, and has served as an officer and director for several of DCOA's
subsidiaries and Affiliates which are engaged in the acquisition, development
or financing of investments in franchise and private cable television,
communications management services, and other telecommunications systems. In
1986, Mr. Smith addressed the World Congress of the International Association
of Financial Planners, discussing investment opportunities in the cellular
telephone industry. Mr. Smith serves as a Vice-President and Director of DTC.
Denison E. Smith and Randall N. Smith are brothers.
Mark I. Bass - 45, CFP, CPA, holds a BBA degree with a major in Economics
from Baylor University and a BBA with a major in Accounting from Texas Tech
University. Mr. Bass was a Senior Vice President of DCOA from its merger with
Pennington/Bass Companies in March 1989 until March 1992. Previously Mr. Bass
was President of Pennington/Bass Companies, Inc. since its inception in 1975.
These companies were involved in various phases of financial planning and
include Associated Financial Planners, Inc. and Pennington/Bass & Associates.
Mr. Bass has served on the Boards of the International Association for
Financial Planning and the Institute of Certified Financial Planners. He has
authored columns appearing in Financial Planning Magazine and USA Today, and
has appeared on USA Today: The Television Show, discussing the financial
planning industry and providing recommendations for consumer investments. Mr.
Bass has been quoted in Forbes and Changing Times magazines, the New York
Times and Associated Press. In 1987, he was named one of the top 200
financial planners in the country by Money Magazine.
Lee D. Pennington - 66, CFP, was a Senior Vice-President of DCOA from its
merger with Pennington/Bass Companies in March 1989 until March 1992.
Previously, he was Chairman of the Board of Pennington/Bass Companies since
its inception in 1975, with offices in the major cities of Texas and the
states of Illinois, Idaho, Arkansas, Georgia, New Mexico, California and North
Carolina. Mr. Pennington has served on the National Board of Directors of the
International Association of Financial Planners ("IAFP"). He has served on
the Board of Trustees of the Foundation for Financial Planning and as a member
of the IAFP Broker/Dealer Committee. He also has served on the International
Board of Standards & Practices for Certified Financial Planners. Mr.
Pennington has been quoted extensively in national publications such as
Medical Economics and Financial Planning on financial planning and practice
management.
B. Eric Sivertsen - 43, is a graduate of the College of William & Mary,
1975, and the George Mason University School of Law, 1981. He is a
Vice-President and Director of DTC and has been involved in the acquisition,
development and/or financing of investments in franchise and private cable
television, communications management services, radio and other
telecommunications systems since 1984. During the last several years, Mr.
Sivertsen has been a speaker on investments in telecommunications, appearing
on radio and at investment seminars. Prior to joining DeRand, he was an
attorney in private practice in McLean, Virginia, first with Sedam & Herge,
P.C., from 1981 to 1983, then with the law offices of James Edward Ablard from
1983 to 1984.
Clark T. Madigan - 57, is President of MTI Capital Corporation. He was
formerly Vice-President, Corporate Finance, and Director at Malarkey-Taylor
from 1985 to November 1990. Prior thereto, he served as Chairman of the Board
and Senior Loan Officer, Manufacturers Hanover Trust Company of Central New
York; Vice President at Marine Midland Bank; Assistant Vice President at
Irving Trust; Group Vice President and Senior Credit Officer at American
Security Bank, Washington, D.C. After twenty years (1961 to 1981) of
commercial and investment banking experience, Mr. Madigan became an
independent financial consultant and performed the functions of chief
financial officer for several communications companies in the Washington, D.C.
area from 1982 to 1985. After joining Malarkey-Taylor Associates in 1985, he
assisted numerous companies in raising capital, negotiating acquisitions,
leveraging buyouts of limited partner interests, developing limited
partnerships for project financing, mergers and sales of cable systems and
strategic long-term financial planning. He is a graduate of Colgate
University, and graduate degree programs from Dartmouth College, Rutgers
University and New York University Graduate School of Business Administration.
Mr. Madigan is presently a member of the advisory board of the Joseph P.
Kennedy Institute, and he has participated in several community organizations
including the Kiwanis Club and The Greater Washington Board of Trade.
Robert M. Jones - 53, is Malarkey-Taylor's President and has served on
Malarkey-Taylor's Board of Directors and Executive Committee as Secretary
and/or Treasurer since 1978. Mr. Jones has performed hundreds of analyses,
evaluations and appraisals of existing and proposed cable television systems
and other communication properties of all types and sizes. He has appeared on
various seminars and workshop panels, published industry articles and provided
expert testimony in arbitration cases and court trials involving valuations
and financial management of communication properties. He is a graduate of
Texas Tech University, (B.B.A., Accounting) and the University of Missouri,
Columbia (M.A., Accounting and Economics) and is a Certified Member of the
American Society of Appraisers.
Item 10. Executive Compensation
The Partnership does not pay the officers or directors of TGIF, Inc. any
remuneration. TGIF, Inc. does not presently pay any remuneration to any of
its officers or directors. See Notes 7 and 8 of the Financial Statements
included in Item 7 hereof for sums paid by the Partnership to affiliates for
services performed.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of March 31, 1996, no person was known by the Partnership to be the
beneficial owner of more than 5 percent of the Units.
As of March 31, 1996, no director or officer owned any of the Units.
Item 12. Certain Relationships and Related Transactions
All of the directors of TGIF, Inc. are executive officers or directors of
Affiliates that have received or will receive fees for services provided to
the Partnership, as described in Notes 7 and 8 to the Financial Statements
included in Item 7 hereof.
Part IV.
Item 13. Exhibits and Reports on Form 8-K
None.
<PAGE>
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.
TELECOMMUNICATIONS GROWTH &
INCOME FUND L.P.
BY: TELECOMMUNICATIONS GROWTH
& INCOME FUND MANAGEMENT
LIMITED PARTNERSHIP
General Partner
BY: TELECOMMUNICATIONS GROWTH
& INCOME FUND, INC.
General Partner
DATE: February 15, 1997 BY:/s/ Randall N. Smith
Randall N. Smith, President,
Chief Executive Officer and
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 capacity and on the dates indicated.
DATE: January 31, 1997 BY:/s/ Randall N. Smith
Randall N. Smith, President,
Chief Executive Officer and
Director
DATE: January 31 , 1997 BY:/s/ B. Eric Sivertsen
B. Eric Sivertsen, Vice-
President, Secretary,
Director and Chief
Financial and Accounting
Officer
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