<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 30, 1998
JONES GROWTH PARTNERS II L.P.
-----------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-19259 84-1126141
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(State of Organization) (Commission File No.) (IRS Employer
Identification No.)
P.O. Box 3309, Englewood, Colorado 80155-3309 (303) 792-3111
- --------------------------------------------- --------------
(Address of principal executive office and Zip Code (Registrant's
telephone no.
including area code)
<PAGE>
Item 2. Disposition of Assets
---------------------
On April 30, 1998, Jones Growth Partners II L.P., a Colorado limited
partnership (the "Partnership"), sold its cable television systems serving Yorba
Linda and a certain portion of Anaheim Hills, California (the "Yorba Linda
System") to Citizens Century Cable Television Venture, an affiliate of Century
Communications Corp. (the "Purchaser"), for a sales price of $36,000,000,
subject to normal closing adjustments. The Purchaser is not affiliated with the
Partnership. The sale was approved by the holders of a majority of the limited
partnership interests in the Partnership. In March 1998, the City of Yorba Linda
finally approved the transfer of the Yorba Linda cable television system
franchise to the Purchaser.
Immediately following the closing of the sale of the Yorba Linda System,
the Partnership repaid its outstanding indebtedness in the amount of
$11,830,750. The Partnership intends to distribute in May 1998 the remaining
sale proceeds, net of closing adjustments and California state withholding tax,
to its limited partners. Because limited partners will not receive distributions
in an amount equal to 100 percent of the capital initially contributed to the
Partnership by the limited partners plus an amount equal to 8 percent per annum,
cumulative and noncompounded, on an amount equal to their initial capital
contributions, the general partner of the Partnership will not receive any
general partner distribution from the sale proceeds. Based on financial
information as of March 31, 1998, the distribution from the sale of the Yorba
Linda System will provide the limited partners of the Partnership, as a group,
an estimated $24,322,425 or from $1,167 to $1,276 for each $1,000 limited
partnership interest from the net proceeds of the Yorba Linda System's sale. The
specific amount of a limited partner's distribution will be dependent upon a
limited partner's date of investment. The Partnership will be liquidated and
dissolved upon the completion of the distribution from the sale of the Yorba
Linda System.
2
<PAGE>
Item 7. Financial Statements and Exhibits
---------------------------------
a. Financial statements.
Not applicable.
b. Pro forma financial statements.
Pro forma financial statements of Jones Growth Partners II L.P.
reflecting the disposition of the Yorba Linda System are attached.
c. Exhibits.
The Asset Purchase Agreement dated August 16, 1996, among Jones
Intercable, Inc., Jones Growth Partners II L.P. and Century Communications Corp.
is incorporated by reference from the Current Report on Form 8-K of Jones Growth
Partners II L.P. dated August 28, 1996.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JONES GROWTH PARTNERS L.P.
By: Jones Spacelink Cable Corporation,
its managing general partner
Dated: May 8, 1998 By: /s/ Elizabeth M. Steele
-----------------------
Elizabeth M. Steele
Vice President and Secretary
(35824)
4
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF JONES GROWTH PARTNERS II L.P.
The following unaudited pro forma balance sheet assumes that as of March
31, 1998, Jones Growth Partners II L.P. (the "Partnership") had sold the cable
television system serving subscribers in the areas in and around the communities
of Yorba Linda, certain portions of Anaheim Hills, and certain portions of
unincorporated Orange County, all in the State of California (the "System") for
$36,000,000. The funds available to the Partnership, adjusting for the estimated
net closing adjustments of the System, are expected to total approximately
$35,473,178. Such funds will be used to repay indebtedness of the Partnership,
and $24,322,425 will be distributed to the partners of the Partnership. The
unaudited pro forma statements of operations assume that the System was sold as
of January 1, 1997.
The unaudited pro forma financial information should be read in conjunction
with the appropriate notes to the unaudited pro forma financial information.
ALL OF THE FOLLOWING UNAUDITED PRO FORMA FINANCIAL INFORMATION IS BASED
UPON AMOUNTS AS OF MARCH 31, 1998 AND CERTAIN ESTIMATES OF LIABILITIES AT
CLOSING. FINAL RESULTS MAY DIFFER FROM SUCH INFORMATION.
<PAGE>
JONES GROWTH PARTNERS II L.P.
UNAUDITED PRO FORMA BALANCE SHEET
March 31, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ------------ ----------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 679,997 $ 23,703,158 $ 24,383,155
Trade receivables, net 36,396 (36,396) -
Investment in cable television properties:
Property, plant and equipment, net 11,076,085 (11,076,085) -
Intangibles, net 6,271,747 (6,271,747) -
---------- ----------- ----------
Total investment in cable television properties 17,347,832 (17,347,832) -
Debt placement costs, net 60,730 (60,730) -
Deposits, prepaid expenses and deferred charges 125,710 (125,710) -
---------- ----------- ----------
Total assets $ 18,250,665 $ 6,132,490 $ 24,383,155
========== =========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Term loan $ 11,830,750 $ (11,830,750) $ -
Accrued liabilities 544,990 (544,990) -
Subscriber prepayments 143,938 (143,938) -
---------- ----------- ----------
Total liabilities 12,519,678 (12,519,678) -
---------- ----------- ----------
Partners' capital 5,730,987 18,652,168 24,383,155
---------- ----------- ----------
Total liabilities and partners' capital $ 18,250,665 $ 6,132,490 $ 24,383,155
========== =========== ==========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited balance sheet.
<PAGE>
JONES GROWTH PARTNERS II L.P.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1998
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ------------ ---------
<S> <C> <C> <C>
REVENUES $ 2,056,302 $ (2,056,302) $ -
COSTS AND EXPENSES:
Operating expenses 1,043,457 (1,043,457) -
Management fees and allocated overhead from
General Partner 223,594 (223,594) -
Depreciation and amortization 948,692 (948,692) -
--------- ----------- ---------
OPERATING LOSS (159,441) 159,441 -
--------- ----------- ---------
OTHER INCOME (EXPENSES):
Interest expense (214,826) 214,826 -
Other, net (12,057) 12,057 -
--------- ----------- ---------
Total other income (expense), net (226,883) 226,883 -
--------- ----------- ---------
NET LOSS $ (386,324) $ 386,324 $ -
========= =========== =========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
<PAGE>
JONES GROWTH PARTNERS II L.P.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
As Reported Adjustments Balance
------------- ------------ ---------
<S> <C> <C> <C>
REVENUES $ 8,217,768 $ (8,217,768) $ -
COSTS AND EXPENSES:
Operating expenses 4,295,745 (4,295,745) -
Management fees and allocated overhead from
General Partner 924,983 (924,983) -
Depreciation and amortization 3,707,100 (3,707,100) -
--------- ----------- ---------
OPERATING LOSS (710,060) 710,060 -
OTHER INCOME (EXPENSES):
Interest expense (853,502) 853,502 -
Other, net 906,735 (906,735) -
--------- ----------- ---------
Total other income (expense), net 53,233 (53,233) -
--------- ----------- ---------
NET LOSS $ (656,827) $ 656,827 $ -
========= =========== =========
</TABLE>
The accompanying notes to unaudited pro forma financial statements are
an integral part of this unaudited statement.
<PAGE>
JONES GROWTH PARTNERS II L.P.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
1) The following calculations present the sale of the System and the
resulting estimated proceeds expected to be received by the Partnership.
2) The unaudited pro forma balance sheet assumes that the Partnership had
sold the System for $36,000,000 as of March 31, 1998. The unaudited statements
of operations assume that the Partnership had sold the System as of January 1,
1997.
3) The estimated gain recognized from the sale of the System and
corresponding estimated distribution to limited partners as of March 31, 1998
has been computed as follows:
GAIN ON SALE OF ASSETS:
Contract sales price $ 36,000,000
Less: Net book value of investment in cable television properties
at March 31, 1998 (17,347,832)
-----------
Gain on sale of assets $ 18,652,168
===========
DISTRIBUTIONS TO PARTNERS:
Contract sales price $ 36,000,000
Working capital adjustment:
Add: Current assets 162,106
Less: Current liabilities (688,928)
-----------
Adjusted cash received by the Partnership 35,473,178
Less: Repayment of outstanding debt to third parties (11,830,750)
Plus: Cash on hand 679,997
Cash available for distribution $ 24,322,425
===========
