-----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, L9FQxekxIH6CLmnAxfn6fcrXjgpW+TVF43tphJ1vx4z9JAcCbxtUljV6gS4Fy2Zl v2Ixe1uxn5fx6TbpafhJNQ== 0000950124-04-002879.txt : 20040622 0000950124-04-002879.hdr.sgml : 20040622 20040622135022 ACCESSION NUMBER: 0000950124-04-002879 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040622 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000813658 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 911366564 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16718 FILM NUMBER: 04874327 BUSINESS ADDRESS: STREET 1: WASHINGTON MUTUAL TOWER STREET 2: 1201 3RD AVE STE 3600 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066211351 MAIL ADDRESS: STREET 1: 1201 THIRD AVE STREET 2: SUITE 3600 CITY: SEATTLE STATE: WA ZIP: 19803 8-K 1 v99837e8vk.htm FORM 8-K e8vk
Table of Contents



UNITED STATES
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): June 22, 2004

Commission file number 0-16718

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP


(Exact name of registrant as specified in its charter)
     
STATE OF WASHINGTON   91-1366564

 
 
 
(State or other jurisdiction of incorporation)

101 STEWART STREET, SUITE 700
SEATTLE, WASHINGTON
  (I.R.S. Employer Identification No.)


98101

 
 
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (206) 621-1351

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 þ No o



 


TABLE OF CONTENTS

Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.3


Table of Contents

NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP

Item 7. Financial Statements and Exhibits

     
Exhibit No.
  Description
99.3
  Letter to limited partners regarding efforts in soliciting purchase offers from qualified buyers dated June 22, 2004.

 


Table of Contents

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 thereunto duly authorized.


         
  NORTHLAND CABLE PROPERTIES SEVEN LIMITED PARTNERSHIP
 
 
  By:   NORTHLAND COMMUNICATIONS CORPORATION    
    (Managing General Partner)   
       
 
     
Date: 6-21-04  By:   /s/ GARY S. JONES    
    Gary S. Jones   
    (President)   
 

 

EX-99.3 2 v99837exv99w3.htm EXHIBIT 99.3 exv99w3
 

June 22, 2004

           Re:  Northland Cable Properties Seven Limited Partnership (“NCP-7”)

Dear Limited Partner,

          In January of this year, we reported that we were continuing our efforts to solicit purchase offers from qualified buyers for NCP-7’s existing assets. At that time, we anticipated that we would receive bids from interested purchasers during the month of May, 2004. These efforts have been motivated by input received from many limited partners that have expressed an interest in having NCP-7’s assets sold, leading to liquidation of the partnership and a final distribution of any net proceeds after payment of all liabilities and expenses. Due to the limited opportunity to sell NCP-7’s partnership units for fair value in the secondary market, we continue our efforts to secure purchase offers for the partnership’s assets so as to provide NCP-7’s limited partners with an opportunity to vote on whether to approve liquidation of the partnership. Pursuant to the terms of NCP-7’s partnership agreement, while the partnership can sell assets without limited partner approval, limited partner approval is required for any sale of all of the partnership’s assets and liquidation of the partnership prior to the expiration of its original term.

While we continue to seek offers from interested purchasers for NCP-7’s assets, the partnership is not in a position where it has to sell its assets at this time. In November of last year, we successfully refinanced the partnership’s credit facility through March 31, 2009, and the life of the partnership pursuant to NCP-7’s partnership agreement is not scheduled to expire until December 31, 2010. As a result, while we understand that certain limited partners may be interested in liquidating their position in NCP-7 prior to expiration of the partnership’s term, we do not see a need to entertain offers for the partnership’s assets that fail to reflect fair value.

Last month, as anticipated, we received several offers from interested purchasers. We are now continuing to work with Daniels & Associates, the broker retained by the partnership to solicit offers from potential purchasers, to clarify the terms of certain offers received. It is now our hope that those terms can be confirmed and purchase and sale agreements can be negotiated during the next sixty to ninety days. If we are successful in these efforts, our hope is to present to you sometime during the fourth quarter of this year, an opportunity to vote on whether to liquidate the partnership. If approved, the resulting asset sales would likely be scheduled to close during the first quarter of next year.

Notwithstanding, it is important to note that while we have received certain offers for the partnership’s assets, we have not yet finalized agreements with any purchasers, nor have we confirmed whether the offers received will ultimately lead to actual agreements. We therefore ask that you not consider that any sales are imminent since we cannot at this time control whether suitable agreements will be reached. We also hope that you can appreciate that while we are negotiating with potential purchasers, we are not at liberty to disclose specific facts concerning purchase offer terms, the identity of any purchaser, or the likelihood that any sale or sales will ultimately be consummated. If we indeed secure suitable purchase agreements, we will advise you of such facts as soon as possible.

As always, if you have any questions regarding NCP-7 or your investment generally, please call our Investor Relations Department at (800) 448-0273.

Very truly yours,

NORTHLAND COMMUNICATIONS CORPORATION,
Managing General Partner of Northland Cable Properties Seven Limited Partnership

Richard I. Clark
Executive Vice President

-----END PRIVACY-ENHANCED MESSAGE-----