UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
Check appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material under Rule 14a-12
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material under Rule 14a-12
Northland Cable Properties Eight Limited Partnership
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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NORTHLAND CABLE PROPERTIES EIGHT LIMITED PARTNERSHIP
NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS
ON FEBRUARY 27, 2008
NOTICE OF SPECIAL MEETING OF LIMITED PARTNERS
ON FEBRUARY 27, 2008
A special meeting of the limited partners of Northland Cable Properties Eight Limited Partnership (“NCP-Eight”) will be held at 101 Stewart Street, Suite 700, Seattle, Washington 98101, on February 27, 2008 at 4:00 p.m. local time. The meeting is called for the following purposes:
1. | to authorize NCP-Eight and its general partner to sell substantially all of NCP-Eight’s assets to Green River Media and Communications, LLC or its assignee with the consent of NCP-Eight (“Green River”) for cash in the amount of $8,100,000 pursuant to the terms of an asset purchase agreement dated as of July 5, 2007 between NCP-Eight and Green River; |
2. | to authorize, subject to the approval of the third proposal below, NCP-Eight and its general partner to sell substantially all of NCP-Eight’s assets to the general partner or one or more affiliates of the general partner in the event that the above-described transaction with Green River is not consummated by March 31, 2008, or such later date upon which NCP-Eight and Green River mutually agree, or is otherwise terminated prior to such date, on substantially the same terms and conditions as the transaction with Green River; |
3. | to authorize an amendment to NCP-Eight’s Amended and Restated Agreement of Limited Partnership dated August 10, 1989, that would exclude the alternative sale transaction from the independent appraisal procedures that would otherwise be required by this partnership agreement; and |
4. | to transact any other business that properly comes before the special meeting, including any adjournments or postponements of the meeting. |
Only limited partners of record as of December 14, 2007 are entitled to vote at the special meeting. Pursuant to the terms of NCP-Eight’s partnership agreement, the limited partnership will be dissolved upon the sale of substantially all of NCP-Eight’s assets, and the general partner will wind up the business and affairs of NCP-Eight without requiring any further vote by the limited partners.
Please complete, date, and sign the previously mailed proxy(if you have not already done so), which is solicited by NCP-Eight’s general partner, and mail it promptly in the envelope provided with the proxy to make sure that your limited partnership interests are represented at the meeting. In the event you decide to attend the meeting in person, you may, if you desire, revoke your proxy and vote your interests in person.
The terms of the proposals and the general partner’s conflicts of interest are described in detail in the previously mailed proxy statement. The general partner urges you to read the full text of the proxy statement and its exhibits carefully before making a decision on these proposals.
Sincerely, Northland Communications Corporation, General Partner of Northland Cable Properties Eight Limited Partnership | ||||
Seattle, Washington | By: | /s/ RICHARD I. CLARK | ||
February 12, 2008 | Richard I. Clark, Executive Vice President | |||