<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: 0-18133
IDS/JONES GROWTH PARTNERS II, L.P.
----------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1060548
-------- ----------
State of Organization (IRS Employer
Identification No.)
c/o Comcast Corporation, 1500 Market Street, (215) 665-1700
- -------------------------------------------- --------------
Philadelphia, Pennsylvania 19102-2148 (Registrant's telephone no.
- -------------------------------------
(Address of principal executive office and Zip Code including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited Partnership
Interests
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
------- --------
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: [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
<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. IDS/Jones Growth Partners II, 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 Cable Corporation, a
Colorado corporation, is the managing general partner (the "Managing General
Partner") and IDS Cable II Corporation, a Minnesota corporation, is the
supervising general partner (the "Supervising General Partner") of the
Partnership. The Managing General Partner is a wholly owned subsidiary of
Comcast JOIN Holdings, Inc. ("Holdings"), a Delaware corporation, which in turn
is a wholly owned subsidiary of Comcast Corporation, a Pennsylvania corporation.
The Supervising General Partner is a wholly owned subsidiary of IDS Management
Corporation, a Minnesota corporation, which in turn is a wholly owned subsidiary
of American Express Financial Corporation, a Delaware corporation.
The Partnership and IDS/Jones Growth Partners 89-B, Ltd., an affiliated
Colorado limited partnership ("Growth Partners 89-B"), formed a Colorado general
partnership known as IDS/Jones Joint Venture Partners (the "Venture") for the
purpose of acquiring cable television systems. Jones Cable Corporation also
serves as the managing general partner of Growth Partners 89-B. IDS Cable
Corporation, a wholly owned subsidiary of IDS Management Corporation, which is a
wholly owned subsidiary of American Express Financial Corporation, acts as
supervising general partner of Growth Partners 89-B. IDS Management Corporation
and Holdings each have a 5% equity interest in the Venture, the Partnership has
a 65.6% interest in the Venture, and Growth Partners 89-B has a 24.4% interest
in the Venture.
Neither the Partnership nor the Venture currently own any cable
television system. In December 1998, the Venture sold its cable television
system serving the communities of Aurora, North Aurora, Montgomery, Plano,
Oswego, Sandwich, Yorkville and certain unincorporated areas of Kendall and Kane
Counties, all in the State of Illinois (the "Aurora System"). Although the sale
of the Aurora System represented the sale of the only operating asset of the
Venture, 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
2
<PAGE>
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 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. In December 1998, the Venture
sold the Aurora System, its only operating asset, to an unaffiliated party for a
sales price of $108,500,000. Following the sale of the Aurora System, the
Venture repaid all of its indebtedness, settled working capital adjustments,
deposited $3,283,500 into an indemnity escrow account and distributed remaining
net sale proceeds of $51,374,610 to the Venture's four partners: the
Partnership, Growth Partners 89-B, IDS Management Corporation and Jones
Intercable, in proportion to their ownership interests. The Partnership received
$33,678,970, or 65.6% of the $51,374,610 distribution, which the Partnership in
turn distributed to its limited partners of record as of December 4, 1998. This
distribution provided the Partnership's limited partners an approximate return
of $193 for each $250 limited partnership interest, or $772 for each $1,000
invested in the Partnership.
The $3,283,500 of the sale proceeds placed in the interest-bearing
indemnity escrow account remained in escrow until December 14, 1999 as security
for the Venture's agreement to indemnify the buyer under the asset purchase
agreement. The escrow period has expired and the Venture 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 Venture repaid its remaining
liabilities in the first quarter of 2000 and then the Venture distributed the
$1,425,209 balance to its four partners in proportion to their ownership
interests. The Partnership received $934,937, or 65.6%, of this amount. The
Partnership will hold this amount 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 Aurora
System (December 4, 1998) 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 December 4, 1998.
ITEM 2. PROPERTIES
As of December 31, 1999, neither the Partnership nor the Venture own
any cable television systems.
3
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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 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 a market will
develop in the future. As of December 31, 1999, the number of equity security
holders in the Partnership was 6,617.
4
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
For the Year Ended December 31,
------------------------------------------------------------------------------------
IDS/Jones Growth Partners II, L.P. 1999 1998 1997 1996 1995
- ---------------------------------- ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ 20,456,640 $19,713,788 $18,394,451 $16,860,900
Depreciation and Amortization - 8,199,268 9,071,373 9,990,694 10,317,694
Operating Loss - (2,021,088) (2,378,678) (4,556,911) (5,411,813)
Minority Interest in Consolidated
(Income) Loss 93,131 (22,383,769) 2,108,575 2,882,115 3,154,893
Net Income (Loss) (177,598) 42,364,019(a) (4,021,003) (5,496,125) (6,016,306)
Net Income (Loss) per Limited
Partnership Unit (1.02) 240.40(a) (22.83) (31.21) (34.16)
Weighted Average Number of Limited
Partnership Units Outstanding 174,343 174,343 174,343 174,343 174,343
General Partners' Deficit - - (451,155) (410,945) (355,984)
Limited Partners' Capital (Deficit) 935,109 1,112,707 (7,121,187) (3,140,394) 2,300,770
Total Assets 3,436,939 3,283,500 42,162,099 46,258,004 51,448,914
Debt - - 50,093,792 48,693,134 45,909,122
Jones Intercable Advances 2,011,730 665,973 343,974 398,507 331,185
</TABLE>
(a) Net income resulted primarily from the sale of the Aurora System in December
1998 by IDS/Jones Joint Venture Partners.
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
IDS/Jones Growth Partners II, L.P.
The Partnership owns a 65.6 percent interest in the Venture. The
Venture owned the Aurora System until its sale in December 1998. During 1999,
the Partnership's interest in the Venture decreased $177,598 to a net investment
of $934,609 at December 31, 1999. This decrease represents the Partnership's
proportionate share of losses generated by the Venture in 1999. Refer to
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the Venture for details pertaining to its financial condition.
IDS/Jones Joint Venture Partners
In December 1998, the Venture sold the Aurora System, its only
operating asset, to an unaffiliated party for a sales price of $108,500,000.
Following the sale of the Aurora System, the Venture repaid all of its
indebtedness, settled working capital adjustments, deposited $3,283,500 into an
interest-bearing indemnity escrow account and distributed remaining net sale
proceeds to its four partners.
The $3,283,500 of the sale proceeds placed in an interest-bearing
indemnity escrow account remained in escrow until December 14, 1999, as security
for the Venture's agreement to indemnify the buyer under the asset purchase
agreement. No claims were made on the escrowed funds by the buyer. The escrowed
funds plus interest, which totaled $3,436,939, were returned to the Venture in
December 1999. From the escrowed funds, the Venture repaid its remaining
liabilities, which totaled $2,012,230 at December 31, 1999, during the first
quarter of 2000 and then the Venture will distribute the $1,424,709 balance to
its four partners in proportion to their ownership interests. The Partnership
will receive $934,609, or 65.6 percent, of this amount. The Partnership will
hold this amount in reserve to cover the administrative expenses of the
Partnership until the Partnership is liquidated and dissolved. The Partnership
will not be liquidated and dissolved until the pending litigation in which the
Partnership is a named defendant has been resolved and terminated.
5
<PAGE>
RESULTS OF OPERATIONS
IDS/Jones Growth Partners II, L.P.
All of the results of the Partnership are represented exclusively by
its 65.6 percent interest in the Venture. Refer to Management's Discussion and
Analysis of Financial Condition and Results of Operations for the Venture
immediately below for details pertaining to its operations.
IDS/Jones Joint Venture Partners
The Partnership conducted no operations in 1999; therefore, a
discussion of results of operations would not be meaningful. Other expense of
$295,105 incurred in 1999, primarily related to various costs associated with
the sale of the Aurora System and the administration of the Venture and the
Partnership.
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 IDS/Jones Growth Partners II, L.P.:
We have audited the accompanying consolidated balance sheets of
IDS/JONES GROWTH PARTNERS II, L.P. (a Colorado limited partnership) as of
December 31, 1999 and 1998, and the related consolidated 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 IDS/Jones Growth
Partners II, 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>
IDS/JONES GROWTH PARTNERS II, L.P.
(A Limited Partnership)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
-------------------------------
ASSETS 1999 1998
------- ---------- ------------
<S> <C> <C>
CASH $3,436,939 $ --
PROCEEDS FROM SALE IN INTEREST-BEARING ESCROW ACCOUNT -- 3,283,500
---------- ------------
Total assets $3,436,939 $ 3,283,500
============ ============
LIABILITIES AND PARTNERS' CAPITAL
----------------------------------
LIABILITIES:
Accounts payable and accrued liabilities $ -- $ 921,589
Jones Intercable advances 2,011,730 665,973
------------ ------------
Total liabilities 2,011,730 1,587,562
------------ ------------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
MINORITY INTEREST IN JOINT VENTURE 490,100 583,231
------------ ------------
PARTNERS' CAPITAL:
General Partners-
Contributed capital 500 500
Accumulated deficit (500) (500)
------------ ------------
-- --
------------ ------------
Limited Partners-
Net contributed capital (174,343 units
outstanding at December 31, 1999 and 1998) 37,256,546 37,256,546
Distributions (33,678,970) (33,678,970)
Accumulated deficit (2,642,467) (2,464,869)
------------ ------------
935,109 1,112,707
------------ ------------
Total liabilities and partners' capital $ 3,436,939 $ 3,283,500
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
8
<PAGE>
IDS/JONES GROWTH PARTNERS II, L.P.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES $ -- $ 20,456,640 $ 19,713,788
COSTS AND EXPENSES:
Operating expenses -- 11,893,511 10,837,726
Management and supervision
fees and allocated overhead
from General Partners -- 2,384,949 2,183,367
Depreciation and amortization -- 8,199,268 9,071,373
------------ ------------ ------------
OPERATING LOSS -- (2,021,088) (2,378,678)
------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (129,063) (3,440,861) (3,759,271)
Interest income on escrowed proceeds 153,439 -- --
Gain on sale of cable television system -- 70,031,908 --
Other, net (295,105) 177,829 8,371
------------ ------------ ------------
Total other income (expense), net (270,729) 66,768,876 (3,750,900)
------------ ------------ ------------
CONSOLIDATED INCOME (LOSS) BEFORE
MINORITY INTEREST (270,729) 64,747,788 (6,129,578)
MINORITY INTEREST IN CONSOLIDATED
(INCOME) LOSS 93,131 (22,383,769) 2,108,575
------------ ------------ ------------
NET INCOME (LOSS) $ (177,598) $ 42,364,019 $ (4,021,003)
============ ============ ============
ALLOCATION OF NET INCOME (LOSS):
General Partners $ -- $ 451,155 $ (40,210)
============ ============ ============
Limited Partners $ (177,598) $ 41,912,864 $ (3,980,793)
============ ============ ============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (1.02) $ 240.40 $ (22.83)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 174,343 174,343 174,343
============ ============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
9
<PAGE>
IDS/JONES GROWTH PARTNERS II, L.P.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1999 1998 1997
----------- ------------ ------------
<S> <C> <C> <C>
GENERAL PARTNERS:
Jones Cable Corporation
Balance, beginning of year $ -- $ (225,577) $ (205,472)
Net income (loss) for year -- 225,577 (20,105)
----------- ------------ ------------
Balance, end of year $ -- $ -- $ (225,577)
=========== ============ ============
IDS Cable II Corporation
Balance, beginning of year $ -- $ (225,578) $ (205,473)
Net income (loss) for year -- 225,578 (20,105)
----------- ------------ ------------
Balance, end of year $ -- $ -- $ (225,578)
=========== ============ ============
Total
Balance, beginning of year $ -- $ (451,155) $ (410,945)
Net income (loss) for year -- 451,155 (40,210)
----------- ------------ ------------
Balance, end of year $ -- $ -- $ (451,155)
=========== ============ ============
LIMITED PARTNERS:
Balance, beginning of year $ 1,112,707 $ (7,121,187) $ (3,140,394)
Distributions -- (33,678,970) --
Net income (loss) for year (177,598) 41,912,864 (3,980,793)
----------- ------------ ------------
Balance, end of year $ 935,109 $ 1,112,707 $ (7,121,187)
=========== ============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
10
<PAGE>
IDS/JONES GROWTH PARTNERS II, L.P.
(A Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (177,598) $ 42,364,019 $ (4,021,003)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization -- 8,199,268 9,071,373
Gain on sale of cable television system -- (70,031,908) --
Minority interest in consolidated income (loss) (93,131) 22,383,769 (2,108,575)
Decrease (increase) in trade receivables -- 565,702 (79,424)
Increase in deposits, prepaid expenses and
other assets -- (964,253) (346,473)
Increase (decrease) in accounts payable,
accrued liabilities and subscriber prepayments (921,589) (1,814,011) 687,548
Increase (decrease) in Jones Intercable
advances 1,345,757 (343,974) (54,533)
------------- ------------- -------------
Net cash provided by
operating activities 153,439 358,612 3,148,913
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net -- (4,231,476) (4,464,041)
Proceeds from sale of cable television system,
net of escrow -- 105,216,500 --
Escrow proceeds received 3,283,500 -- --
------------- ------------- -------------
Net cash provided by (used in)
investing activities 3,283,500 100,985,024 (4,464,041)
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings -- 47,390 1,431,266
Repayment of debt -- (50,141,182) (30,608)
Distribution to limited partners -- (33,678,970) --
Distributions to Venture Partners -- (17,695,640) --
------------- ------------- -------------
Net cash provided by (used in)
financing activities -- (101,468,402) 1,400,658
------------- ------------- -------------
Increase (decrease) in cash 3,436,939 (124,766) 85,530
Cash, beginning of year -- 124,766 39,236
------------- ------------- -------------
Cash, end of year $ 3,436,939 $ -- $ 124,766
============= ============= =============
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ -- $ 5,334,479 $ 3,644,227
============= ============= =============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
11
<PAGE>
IDS/JONES GROWTH PARTNERS II, L.P.
(A Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND PARTNERS' INTERESTS
Formation and Business
IDS/Jones Growth Partners II, L.P. (the "Partnership"), a Colorado
limited partnership, was formed on November 9, 1989, pursuant to a public
offering. The Partnership was formed to acquire, develop and operate cable
television systems. Jones Cable Corporation, a Colorado corporation, is the
"Managing General Partner" and manager of the Partnership. IDS Cable II
Corporation, a Minnesota corporation, is the "Supervising General Partner" of
the Partnership. IDS Cable Corporation is the supervising general partner of
IDS/Jones Growth Partners 89-B, Ltd. ("Growth Partners 89-B") and Jones Cable
Corporation is the Managing General Partner of Growth Partners 89-B. The
Managing General Partner and the Supervising General Partner are referred to as
the "General Partners."
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.
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. The Managing General Partner and Comcast
JOIN Holdings, Inc. share corporate offices with Comcast at 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148.
Formation of Joint Venture
On May 30, 1990, the Partnership and Growth Partners 89-B formed the
Venture. The Partnership's offering closed on September 30, 1991 with limited
partner subscriptions totaling $43,585,750, of which $37,592,709 was contributed
to the Venture. In the fourth quarter of 1991, due to the necessity for
additional funding for the Venture, Jones Intercable and IDS Management
Corporation each made equity investments of $2,872,000 in the Venture under the
joint venture agreement between the joint venture partners. Profits, losses and
distributions of the Venture will be shared in proportion to total capital
contributions made by the individual venture partners. As a result of their
equity contributions to the Venture described above, ownership percentages of
the Venture as of December 31, 1999 are detailed below:
The Partnership 65.6%
Growth Partners 89-B 24.4%
Jones Intercable 5.0%
IDS Management Corporation 5.0%
-------
100.0%
12
<PAGE>
The Venture was formed for the purpose of acquiring the cable
television system serving the communities of Aurora, North Aurora, Montgomery,
Plano, Oswego, Sandwich, Yorkville and certain unincorporated areas of Kendall
and Kane counties, all in the State of Illinois (the "Aurora System").
Cable Television System Sale
In December 1998, the Venture sold the Aurora System, its only
operating asset, to an unaffiliated party for a sales price of $108,500,000.
Following the sale of the Aurora System, the Venture repaid all of its
indebtedness, settled working capital adjustments, deposited $3,283,500 into an
indemnity escrow account and distributed remaining net sale proceeds of
$51,374,610 to the Venture's four partners: the Partnership, Growth Partners
89-B, IDS Management Corporation and Jones Intercable, in proportion to their
ownership interests. The Partnership received $33,678,970, or 65.6 percent of
the $51,374,610 distribution, which the Partnership in turn distributed to its
limited partners of record as of December 4, 1998. This distribution provided
the Partnership's limited partners an approximate return of $193 for each $250
limited partnership interest, or $772 for each $1,000 invested in the
Partnership.
The $3,283,500 of the sale proceeds placed in an interest-bearing
indemnity escrow account remained in escrow until December 14, 1999, as security
for the Venture's agreement to indemnify the buyer under the asset purchase
agreement. No claims were made on the escrowed funds by the buyer. The escrowed
funds plus interest, which totaled $3,436,939, were returned to the Venture in
December 1999. From the escrowed funds, the Venture repaid its remaining
liabilities, which totaled $2,012,230 at December 31, 1999, during the first
quarter of 2000, and then the Venture will distribute the $1,424,709 balance to
its four partners in proportion to their ownership interests. The Partnership
will receive $934,609, or 65.6 percent, of this amount. The Partnership will
hold this amount in reserve to cover the administrative expenses of the
Partnership until the Partnership is liquidated and dissolved.
Contributed Capital
The capitalization of the Partnership is set forth in the accompanying
Consolidated Statements of Partners' Capital (Deficit). No limited partner is
obligated to make any additional contributions to partnership capital.
The Managing General Partner and the Supervising General Partner
purchased their interests in the Partnership by contributing $250 each to
partnership capital.
All profits and losses of the Partnership are allocated 99 percent to
the limited partners, 1/2 percent to the Managing General Partner and 1/2
percent to the Supervising 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 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 consolidated 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.
Principles of Consolidation
The accompanying consolidated financial statements include 100 percent
of the accounts of the Partnership and those of the Venture, reduced by the
minority interest in the Venture. All inter-partnership accounts and
transactions have been eliminated.
13
<PAGE>
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.
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 franchises and costs in excess of interests in net
assets purchased were amortized using the straight-line method over the
following estimated useful lives:
Franchise costs 2 years
Costs in excess of interests in net assets purchased 32 years
Revenue Recognition
Subscriber prepayments were initially deferred and recognized as
revenue when earned.
(3) TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES
Management Fees, Supervision Fees, Distribution Ratios and
Reimbursements
Jones Intercable managed the Aurora System on behalf of the Partnership
and the Venture and received a fee for its services equal to 5 percent of the
gross revenues of the Venture, excluding revenues from the sale of cable
television systems or franchises. Jones Intercable did not receive a management
fee after December 4, 1998. Management fees paid by the Venture to Jones
Intercable during the years ended December 31, 1998 and 1997 were $1,022,832 and
$985,689, respectively.
The Supervising General Partners participated in certain management
decisions of the Partnership and the Venture and each received a fee for their
services equal to 1/2 percent of the gross revenues of the Venture, excluding
revenues from the sale of cable television systems or franchises. The
Supervising General Partners did not receive a supervision fee after December 4,
1998. Supervision fees paid by the Venture to the Supervising General Partners
during the years ended December 31, 1998 and 1997 were $102,283 and $98,569,
respectively.
Any Partnership distributions made from cash flow (defined as cash
receipts derived from routine operations, less debt principal and interest
payments and cash expenses) are allocated 99 percent to the limited partners,
1/2 percent to the Managing General Partner and 1/2 percent to the Supervising
General Partner. Any distributions other than interest income on limited partner
subscriptions earned prior to the acquisition of the Partnership's first cable
television system or from cash flow, such as from the sale or refinancing of a
system or upon dissolution of the Partnership, will be made as follows: first,
to the limited partners in an amount which, together with all prior
distributions, will equal 100 percent of the amount initially contributed to the
Partnership by the limited partners; second, to the General Partners in an
amount which, together with all prior distributions, will equal the amount
contributed to the capital of the partnership by the General Partners; third, to
the limited partners in an amount which, together with all prior distributions,
will equal a 6 percent per annum cumulative and noncompounded return on the
capital contributions of the limited partners; the balance, 75 percent to the
limited partners, 12-1/2 percent to the Managing General Partner and 12-1/2
percent to the Supervising General Partner.
The Venture reimburses the Managing General Partner for certain
administrative expenses. These expenses represent the salaries and related
benefits paid for corporate personnel. Such personnel provide administrative,
accounting, tax, legal and
14
<PAGE>
investor relations services to the Venture and its constituent partnerships.
Such services, and their related costs, are necessary to the administration of
the Venture and its constituent partnerships. Such costs were charged to
operating costs during the periods that the Venture operated its cable
television system. Subsequent to the sale of the Venture's cable television
system, such costs were charged to other expense. Reimbursements made to the
Managing General Partner by the Venture for overhead and administrative expenses
during the year ended December 31, 1999, 1998 and 1997 were $40,056, $1,259,834
and $1,099,109, respectively.
The Supervising General Partners may also be reimbursed for certain
expenses incurred on behalf of the Venture. There were no reimbursements made to
the Supervising General Partners by the Venture for allocated overhead and
administrative expenses during the years ended December 31, 1999, 1998 and 1997.
During 1999, the Venture was charged interest by Jones Intercable at an
average interest rate of 7.18 percent on amounts due Jones Intercable, which
approximated Jones Intercable's weighted average cost of borrowing. Total
interest charged to the Venture by Jones Intercable during the years ended
December 31, 1999, 1998 and 1997 was $129,063, $134,823 and $241,938,
respectively.
Payments to/from Affiliates for Programming Services
Prior to the sale of its cable television system in 1998, the Venture
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 Jones Intercable until April 7, 1999 (see Note 1).
Payments to Superaudio totaled $38,757 and $31,413, respectively, in
1998 and 1997. Payments to Knowledge TV, Inc. totaled $40,244 and $34,932,
respectively, in 1998 and 1997. Payments to Jones Computer Network, Ltd., whose
service was discontinued in April 1997, totaled $22,875 in 1997. Payments to
Great American Country, Inc., totaled $37,837 and $35,504, respectively, in 1998
and 1997.
Prior to the sale of its cable television system in 1998, the Venture
received a commission from Product Information Network based on a percentage of
advertising revenue and number of subscribers. Product Information Network paid
commissions to the Venture totaling $75,838 and $71,847 in 1998 and 1997,
respectively.
(4) 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 Partnership 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 and limited partners would likely be
changed accordingly.
(5) 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 percent 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.
15
<PAGE>
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 Managing General Partner believes that the
defendants have defenses to the plaintiffs' claims for relief and challenges to
the plaintiffs' claims for damages, and the Managing General Partner intends to
defend this lawsuit vigorously.
(6) SUPPLEMENTARY PROFIT AND LOSS INFORMATION
Supplementary profit and loss information for the respective years is
presented below:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1999 1998 1997
------- ---------- ----------
<S> <C> <C> <C>
Maintenance and repairs $ -- $ 133,032 $ 142,981
======= ========== ==========
Taxes, other than income and payroll taxes $ -- $ 32,175 $ 33,847
======= ========== ==========
Advertising $ -- $ 248,621 $ 243,977
======= ========== ==========
Depreciation of property, plant and equipment $ -- $3,763,130 $3,708,135
======= ========== ==========
Amortization of intangible assets $ -- $4,436,138 $5,363,238
======= ========== ==========
</TABLE>
16
<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
17
<PAGE>
merger with Holdings on March 2, 2000. Jones Intercable was the parent of the
Managing General Partner prior 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 directors and executive officers of the
Supervising General Partner is set forth below. Directors of the Supervising
General Partner serve until the next annual meeting of the Supervising General
Partner and until their successors shall be elected and qualified.
John C. Boeder, 58, is the President and a director of the Supervising
General Partner. He joined American Express Financial Corporation in 1964. He
was elected President of the Supervising General Partner in December 1999,
replacing Peter J. Slattery who assumed a new position at American Express
Financial Corporation. Since January 1999 he has held the position of Vice
President and General Manager - Non-Propriety Products Group for American
Express Financial Corporation. He has overall responsibility for the non-
propriety products offered through American Express Financial Advisors'
distribution channels. In addition, he oversees American Express Financial
Advisors' Direct Investment and Limited Partnership businesses. He has also
served in the past as President of IDS Life Insurance Company of New York and
has held numerous marketing positions in the insurance, annuity and mutual fund
departments of American Express Financial Corporation.
Patty L. Moren, 39, is a Vice President and a director of the
Supervising General Partner. She joined American Express Financial Corporation
in 1985 as Audit Manager and later held positions as Manager of Sales
Compensation and Director of Field Compensation. In 1999, she was promoted to
Vice President and Controller - Variable Assets for American Express Financial
Corporation and is charged with overall finance responsibilities for mutual
funds, Wealth Management Services, variable annuities and limited partnerships.
JEFFREY S. HORTON, 39, is a Vice President and Treasurer and a director
of the Supervising General Partner. He joined American Express Financial
Corporation in July 1987. He was named Vice President - Corporate Treasurer for
American Express Financial Corporation in December 1997. Prior to December 1997,
Mr. Horton has served in various capacities with American Express Financial
Corporation including the Director of Finance (Marketing and Products),
Controller for Information Technology and Vice President Controller for
Information Technology.
RONALD W. POWELL, 55, is a Vice President of the Supervising General
Partner. He has held the position of Vice President and Assistant General
Counsel with American Express Financial Corporation since November 1985. He has
been a member of the American Express Financial Corporation law department since
1975.
18
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Neither the Partnership nor the Venture have any employees; however,
various personnel are required to administer the financial, tax and legal
affairs of the Partnership and the Venture and to maintain the books and records
of the Partnership. Such personnel are employed by Comcast and, pursuant to the
terms of the Partnership's limited partnership agreement, the costs of such
employment are charged by Comcast to the Partnership and the Venture. 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 and the Venture reimburse 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 and the Venture. The Partnership and the Venture will continue to
reimburse the Managing General Partner for actual time spent on Partnership and
Venture business by employees of Comcast until the Partnership and the Venture
are liquidated and dissolved. During the year ended December 31, 1999, such
reimbursements made by the Venture totaled $40,056. The Partnership made no such
reimbursements in 1999.
The Partnership and the Venture are charged interest on amounts
advanced by the Managing General Partner. The interest rate in 1999 was at an
average of 7.18%, which approximated Jones Intercable's weighted average cost of
borrowing. During the year ended December 31, 1999, the Partnership paid no such
interest charges and the Venture paid interest charges of $129,063.
The Partnership and the Venture paid no management fees or brokerage
fees or programming service fees to affiliates during 1999 and it is expected
that the Partnership and the Venture will never again pay management fees or
brokerage fees or programming service fees.
19
<PAGE>
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)1. See index to financial statements for 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 for IDS/Jones Growth Partners II, L.P.
(Incorporated by reference from the Partnership's Annual Report on Form
10-K for the fiscal year ended December 31, 1990.)
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
20
<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.
IDS/JONES GROWTH PARTNERS II, L.P.,
a Colorado limited partnership
By: Jones 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)
21
<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> 3,436,939
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,436,939
<CURRENT-LIABILITIES> 2,011,730
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,425,209
<TOTAL-LIABILITY-AND-EQUITY> 3,436,939
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 141,666
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 129,063
<INCOME-PRETAX> (177,598)
<INCOME-TAX> 0
<INCOME-CONTINUING> (177,598)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (177,598)
<EPS-BASIC> (1.02)
<EPS-DILUTED> (1.02)
</TABLE>
