-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SvtmDmicfeu+ZB7zoq0RnWqo8KirV7qW49L7s6Twp4MgZ2qlRSipoyWRedoXDPng qswhnbzHHEpMFhwsjVpexw== 0000950123-01-501485.txt : 20010502 0000950123-01-501485.hdr.sgml : 20010502 ACCESSION NUMBER: 0000950123-01-501485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010418 ITEM INFORMATION: FILED AS OF DATE: 20010501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSTAR INCOME PROGRAM II-1 LP CENTRAL INDEX KEY: 0000757595 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 581628877 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14508 FILM NUMBER: 1617719 BUSINESS ADDRESS: STREET 1: 12444 POWERSCOURT DR CITY: ST LOUIS STATE: MO ZIP: 63131 BUSINESS PHONE: 3108249990 MAIL ADDRESS: STREET 1: 474 SOUTH RAYMOND AVE #200 CITY: PASADENA STATE: CA ZIP: 91105 8-K 1 y48463de8-k.txt ENSTAR INCOME PROGRAM II-1 L.P. 1 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 18, 2001 ENSTAR INCOME PROGRAM II-1 L.P. (Exact Name Of Registrant As Specified In Its Charter) Georgia (State or other jurisdiction of incorporation) 0-14508 58-1628877 (Commission File Number) (I.R.S. Employer Identification No.) c/o Enstar Communications Corporation 12444 Powerscourt Drive, Suite 100, St. Louis, Missouri 63131 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 965-0555 2 Item 5. Other Events. As previously reported, Enstar Income Program II-1, L.P. (the "Partnership"), together with certain affiliates (collectively, the "Selling Partnerships"), entered into a purchase and sale agreement, dated as of August 8, 2000, as amended as of September 29, 2000 (the "Agreement"), with Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The Agreement provided for Gans to acquire the assets comprising the Partnership's Taylorville, Illinois cable system, as well as certain assets of the other Selling Partnerships. Following a series of discussion and meetings, the Partnership and Gans have determined that they will not be able to agree on certain further amendments to the Agreement that are required in order to satisfy conditions precedent to close the transaction. In light of this, present economic and financial market conditions, and their impact on Gans' inability to arrange financing in order to close the acquisition, on April 18, 2001 the parties agreed to terminate the Agreement. The Partnership's general partner will continue to operate the Partnership's cable television systems and will continue to investigate potential divestiture transactions for the benefit of its Unitholders. On December 7, 2000, the Partnership filed a Preliminary Consent Statement with the Securities and Exchange Commission, pursuant to which the Partnership's general partner would solicit consents from the limited partners to approve the Agreement. In light of the foregoing events, the Partnership has decided at this time to withdraw the Preliminary Consent Statement. 3 SIGNATURE 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. Enstar Income Program II-1, L.P. By: Enstar Communications Corporation, its General Partner By: /s/ RALPH KELLY Ralph Kelly, Senior Vice President and Treasurer Dated: April 30, 2001 -----END PRIVACY-ENHANCED MESSAGE-----