SC 13E3/A 1 y64505sc13e3za.txt AMENDMENT NO. 3 TO SCHEDULE 13E-3 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------- SCHEDULE 13E-3 Amendment No. 3 (Final Amendment) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER ENSTAR INCOME PROGRAM II-1, L.P. -------------------------------- (Name of the Issuer) ENSTAR INCOME PROGRAM II-1, L.P. ENSTAR COMMUNICATIONS CORPORATION CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC CHARTER COMMUNICATIONS ENTERTAINMENT, LLC CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS HOLDINGS, LLC CHARTER COMMUNICATIONS HOLDING COMPANY, LLC CHARTER COMMUNICATIONS, INC. ---------------------------- (Name of Persons Filing Statement) UNITS OF LIMITED PARTNERSHIP INTEREST ------------------------------------- (Title of Class of Securities) 293978 201 --------------------------- (CUSIP Number of Class of Securities) Ralph G. Kelly George A. Greenslade, Esq. Senior Vice President and Treasurer Brown Raysman Millstein Felder Enstar Communications Corporation & Steiner LLP 12405 Powerscourt Drive 900 Third Avenue St. Louis, Missouri 63131 New York, New York 10022 (314) 965-0555 (212) 895-2632 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person(s) Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [_] The filing of a registration statement under the Securities Act of 1933. c. [_] A tender offer. d. [_] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [_] Check the following box if the filing is a final amendment reporting the results of the transaction: [X] CALCULATION OF FILING FEE ================================================================================ Transaction Value: $14,707,000 | Filing Fee: $1,353.05* ================================================================================ * The filing fee was calculated pursuant to Exchange Act Rule 0-11(b) and (c) by multiplying the estimated sale price of $14,707,000 by .000092. [X] Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $1,353.05 Form or Registration No.: Schedule 13E-3 Filing Parties: Enstar Income Program II-1, L.P.; Enstar Communications Corporation; Charter Communications Entertainment I, LLC; Charter Communications Entertainment, LLC; Charter Communications Operating, LLC; Charter Communications Holdings, LLC; Charter Communications Holding Company, LLC; Charter Communications, Inc. Date Filed: July 22, 2002 ================================================================================ FINAL AMENDMENT TO SCHEDULE 13E-3 This Amendment No. 3 amends the Schedule 13E-3 of the filing persons named herein with respect to the Sale and consent solicitation described below. The Schedule 13E-3 was filed with the Securities and Exchange Commission by the filing persons in connection with the proposed sale (the "Sale") of all of the cable television systems and related assets of Enstar Income Program II-1, L.P., a Georgia limited partnership (the "Partnership"), to Charter Communications Entertainment I, LLC, a Delaware limited liability company and an affiliate of Enstar Communications Corporation, the corporate general partner of the Partnership, and the related solicitation of the consents of holders of units of limited partnership interests in the Partnership to (i) the Sale, (ii) an amendment to the partnership agreement of the Partnership to permit the Sale to an affiliate of the corporate general partner of the Partnership and (iii) the subsequent dissolution, termination and liquidation of the Partnership. The consents of holders of limited partnership interests in the Partnership were solicited pursuant to a Consent Solicitation Statement dated August 12, 2002. This Amendment No. 3 constitutes the final amendment to Schedule 13E-3 and is being filed to report the results of the solicitation of the consents of the holders of units of limited partnership interests in the Partnership and the consummation of the Sale. A majority of the holders of the outstanding units of limited partnership interests of the Partnership approved each of the proposals set forth in the Consent Solicitation Statement within the solicitation period described therein and the Sale was consummated on September 30, 2002. The total sale price for the assets was approximately $14,706,800. After providing for expenses of the Sale, the corporate general partner of the Partnership will make liquidating distributions to the holders of limited partnership interests in the Partnership. The corporate general partner anticipates that it will make the initial liquidating distribution approximately 60 days after the consummation of the Sale and the final liquidating distribution no later than six months after the consummation of the Sale. The Partnership will be dissolved and terminated after the final liquidating distribution is made. 2 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of the 8th day of October, 2002. ENSTAR INCOME PROGRAM II-1, L.P. By: Enstar Communications Corporation, its general partner By: /s/ Ralph G. Kelly ---------------------------------- Name: Ralph G. Kelly Title: Senior Vice President and Treasurer ENSTAR COMMUNICATIONS CORPORATION By: /s/ Ralph G. Kelly --------------------------------------- Name: Ralph G. Kelly Title: Senior Vice President and Treasurer CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC By: /s/ Curtis S. Shaw --------------------------------------- Name: Curtis S. Shaw Title: Senior Vice President CHARTER COMMUNICATIONS ENTERTAINMENT, LLC By: /s/ Curtis S. Shaw --------------------------------------- Name: Curtis S. Shaw Title: Senior Vice President CHARTER COMMUNICATIONS OPERATING, LLC By: /s/ Curtis S. Shaw --------------------------------------- Name: Curtis S. Shaw Title: Senior Vice President 3 CHARTER COMMUNICATIONS HOLDINGS, LLC By: /s/ Curtis S. Shaw --------------------------------------- Name: Curtis S. Shaw Title: Senior Vice President CHARTER COMMUNICATIONS HOLDING COMPANY, LLC By: /s/ Curtis S. Shaw --------------------------------------- Name: Curtis S. Shaw Title: Senior Vice President CHARTER COMMUNICATIONS, INC. By: /s/ Curtis S. Shaw --------------------------------------- Name: Curtis S. Shaw Title: Senior Vice President 4