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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
NORTHLAND COMMUNICATIONS CORPORATION
FN EQUITIES JOINT VENTURE
(Name of Persons Filing Statement)
PARTICIPATION INTERESTS IN NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
(Title or Class Of Securities)
N/A
(CUSIP Number of Class of Securities)
JOHN S. WHETZELL, PRESIDENT JOHN S. SIMMERS, PARTNER
NORTHLAND COMMUNICATIONS CORPORATION FN EQUITIES JOINT VENTURE
1201 THIRD AVENUE, SUITE 3600 2780 SKY PARK, SUITE 300
SEATTLE, WASHINGTON 98101 TORRANCE CALIFORNIA 90505
(206) 621-1351 (310) 326-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communication on Behalf of 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
[17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [Section 240.13e-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 box "(a)" are preliminary copies:[X]
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee *
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$44,730,486 $8,946
(PROJECTED PARTNERSHIP NET CASH VALUE)
*Based on projected Registrant/Partnership net cash value.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $8,946
2) Form, Schedule or Registration Statement No.: SCHEDULE 14A;
COMMISSION FILE NO. 0-16065
3) Filing Party: REGISTRANT/PARTNERSHIP
4) Date Filed: DECEMBER 1, 1999
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The purpose of this Amendment No. 1 to Schedule 13E-3 is to withdraw the
Schedule 13E-3 filed with the SEC on December 1, 1999 by Northland Cable
Properties Six Limited Partnership (the "Partnership"), Northland Communications
Corporation (the "Managing General Partner") and FN Equities Joint Venture. The
persons filing this statement elected to take this action because, among other
things, the affiliate of the Managing General Partner that intended to purchase
the assets of the Partnership was unable to arrange financing for the proposed
purchase upon terms that would permit the limited partners to receive a
favorable distribution with respect to the amount and timing thereof. The
persons filing this statement were concerned that this and other factors would
require the transaction be restructured, which could result in a diminished
potential return on investment to the limited partners.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this statement is true, complete and correct.
Dated June 20, 2000. NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
By: NORTHLAND COMMUNICATIONS CORPORATION
Managing General Partner
By: /s/ John S. Whetzell
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John S. Whetzell, President
By: /s/ Richard I. Clark
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Richard I. Clark, Vice President
NORTHLAND COMMUNICATIONS CORPORATION
By:
/s/ John S. Whetzell
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John S. Whetzell, President
By:
/s/ Richard I. Clark
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Richard I. Clark, Vice President
FN EQUITIES JOINT VENTURE
By: FN EQUITIES, INC., Partner
By: /s/ John S. Simmers
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John S. Simmers, Vice President
By: /s/ John S. Simmers
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John S. Simmers, Partner
By: FN NETWORK PARTNERS, LTD., Partner
By: /s/ John S. Simmers
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John S. Simmers, General Partner
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