-----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, Nas9rgS+WyIhaiyIdNfBsT20PI+LZQwzzNqGxgWhdE4Tm+go06upq3Yqy5sfDy6/ +wRX3y9SHZG88j5WsLFtmQ== 0000950148-98-001096.txt : 19980504 0000950148-98-001096.hdr.sgml : 19980504 ACCESSION NUMBER: 0000950148-98-001096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980416 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980430 SROS: NONE 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: 98607174 BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BLVD 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3108249990 MAIL ADDRESS: STREET 1: 474 SOUTH RAYMOND AVE #200 CITY: PASADENA STATE: CA ZIP: 91105 8-K 1 FORM 8-K 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 16, 1998 Enstar Income Program II-1, L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Georgia 0-14508 58-1628877 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
10900 Wilshire Blvd., 15th Floor, Los Angeles, California 90024 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (310) 824-9990 2 ITEM 5. OTHER EVENTS. In early April, Sierra Fund 3 disseminated a letter stating its interest in acquiring up to approximately 1,048 units of limited partnership interests in Enstar Income Program II-1, L.P. (the "Registrant") for a price of $185 per unit. This offer was made without the consent or involvement of the Registrant's Corporate General Partner. The Coprorate General Partner has considered the offer, concluded that it is inadequate and, accordingly, recommended that limited partners not accept the offer. Pursuant to Rule 14e-2 promulgated under the Securities Exchange Act of 1934, as amended, this recommendation and the Corporate General Partner's bases therefor were conveyed to limited partners in a letter dated April 16, 1998 which is filed as an exhibit hereto and incorporated herein by this reference. FORWARD-LOOKING STATEMENTS CONTAINED OR REFERRED TO IN THIS REPORT ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INVESTORS ARE CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, THE EFFECTS OF LEGISLATIVE AND REGULATORY CHANGES; THE POTENTIAL OF INCREASED LEVELS OF COMPETITION FOR THE PARTNERSHIP; TECHNOLOGICAL CHANGES; THE PARTNERSHIP'S DEPENDENCE UPON THIRD-PARTY PROGRAMMING; THE ABSENCE OF UNITHOLDER PARTICIPATION IN THE GOVERNANCE AND MANAGEMENT OF THE PARTNERSHIP; THE MANAGEMENT FEES PAYABLE TO THE CORPORATE GENERAL PARTNER; THE EXONERATION AND INDEMNIFICATION PROVISIONS CONTAINED IN THE PARTNERSHIP AGREEMENT RELATING TO THE CORPORATE GENERAL PARTNER; OTHER POTENTIAL CONFLICTS OF INTEREST INVOLVING THE CORPORATE GENERAL PARTNER AND ITS AFFILIATES; AND OTHER RISKS DETAILED FROM TIME TO TIME IN THE PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K AND OTHER PERIODIC REPORTS FILED WITH THE COMMISSION. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 5.1 Letter to Limited Partners dated April 16, 1998. * * * * -2- 3 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. ENSTAR INCOME PROGRAM II-1, L.P. a Georgia limited partnership By: Enstar Communications Corporation General Partner By: /s/ Michael K. Menerey ------------------------------------ Michael K. Menerey Executive Vice President, Chief Financial Officer and Secretary Date: April 30, 1998 -3- EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 April 16, 1998 Dear Limited Partner: Enstar Income Program II-1, L.P. (the "Partnership") has become aware that an unsolicited offer for up to approximately 1,048 of the outstanding Units in the Partnership, at a price of $185 per Unit, was commenced by Sierra Fund 3 ("Sierra"). THIS OFFER WAS MADE WITHOUT THE CONSENT OR THE INVOLVEMENT OF THE CORPORATE GENERAL PARTNER. Pursuant to rule 14e-2 under the Securities Exchange Act of 1934, we are required to furnish you with our position with respect to the above offer. We have considered this offer and, based on the very limited information made available by Sierra, believe that it is inadequate, not representative of the inherent value of the Partnership's cable systems and not in your best interest to accept. Accordingly, the Corporate General Partner's recommendation is that you reject the Sierra offer. We urge you not to sign either the Agreement of Transfer and Assignment and not to tender your Units to Sierra. In evaluating the offer, the Corporate General Partner believes that its limited partners should consider the following information: o The offering price for each limited partnership Unit during the offering period was $250 per Unit. Cash distributions of approximately $159 per Unit were paid from formation through December 31, 1997. The Partnership expects to continue to pay quarterly distributions to Unitholders during 1998 at the annualized rate of five percent. In contrast, Sierra's offer is $185 per Unit. Limited partners should note that the Partnership's cash flow (operating income before depreciation and amortization) for the twelve months ended December 31, 1997 was approximately $47 per Unit. The Sierra offer represents a valuation of only approximately 2.85 times said cash flow (after adjustment for the excess of current assets over total liabilities as of December 31, 1997). o As of the date of this letter, the Corporate General Partner believes that a reasonable range of valuation per limited partnership Unit is between $350 and $430 based on the factors noted below. The Corporate General Partner believes that the Sierra offer is inadequate because the price in the offer does not even approach the $350 low end of the range provided. The Corporate General Partner did not retain a third party to conduct an evaluation of the Partnership's assets or otherwise obtain any appraisals. Rather, the per Unit valuations provided were derived by attributing a range of multiples to the Partnership's cash flow (operating income before depreciation and amortization) for the twelve months ended December 31, 1997, adjusted for the excess of current assets over total liabilities. The Corporate General Partner has selected market multiples based on, among other things, its understanding of the multiples placed on other transactions involving comparable cable television properties and the securities of companies in that industry. The Corporate General Partner's belief as 2 to the valuation range provided is necessarily based on economic, industry and financial market conditions as they exist as of the date of this letter, all of which are subject to change, and there can be no assurance that the Partnership's cable properties could actually be sold at a price within this range. Additionally, the valuations provided do not give effect to any brokerage or other transaction fees that might be incurred by the Partnership in any actual sale of the Partnership's system. For the reasons discussed above, the Corporate General Partner believes that the Sierra offer is not in the best interest of the limited partners and recommends that you NOT transfer, agree to transfer, or tender any Units in response to the Sierra offer. If you have any questions regarding these matters or your investment, please call our Investor Services Department at (800) 433-4287. Sincerely, Enstar Income Program II-1, L.P. A Georgia Limited Partnership cc: Account Representative -----END PRIVACY-ENHANCED MESSAGE-----