1
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
(Name of Persons Filing Statement)
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
Transaction Valuation Amount of Filing Fee*
$62,250,000 $12,450
(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: $12,450
2) Form, Schedule or Registration Statement No.: SCHEDULE 14A;
COMMISSION FILE NO. 000-16063
3) Filing Party: REGISTRANT/PARTNERSHIP
4) Date Filed: DECEMBER 21, 2000
-1-
2
DOCUMENTS INCORPORATED BY REFERENCE
DEFINITIVE SCHEDULE 14A
(filed concurrently with this Schedule 13E-3)
----------------------
(See following page for Cross Reference Sheet.)
-2-
3
CROSS REFERENCE SHEET
PURSUANT TO GENERAL INSTRUCTION "F" OF SCHEDULE 13E-3
Item in Schedule 13E-3 Location in Proxy
Material
---------------------- --------------------------
1. Summary Term Sheet Proxy Statement: Summary --
Summary of the Proposed Transaction
2. Subject Company Information N/A
3. Identity and Background of............ Proxy Statement: Information About
Filing Person NCP-Six--Affiliates Of NCP-Six
4. Terms of the Transaction.............. Proxy Statement: Summary--Summary
of the Proposed Transaction; The
Proposed Transaction--Payment of
the Purchase Price; -Distributions
to Limited Partners, -Conditions
to Completion of the Transaction,
5. Past Contracts, Transaction,
Negotiations and Agreements........... Proxy Statement: Financial
Statement--Audited
Financial Statement Of Northland
Cable Properties Six Limited
Partnership, --Statement Of
Operations--Expenses, --Financial
Statement (Unaudited)-Northland
Cable Properties Six Limited
Partnership; The Proposed
Transaction
6. Purposes of the Transaction and
Plans or Proposals ................... Proxy Statement: Summary--Summary
of the Specific Terms of the
Proposed Transaction; The Proposed
Transaction--Distributions to
Limited Partners, -- Conditions to
Completion of the Proposed
Transaction; NCP-Six's Management's
Discussion and Analysis of
Financial Condition and Results of
Operations--General
7. Purpose(s), Alternatives, Reasons and
Effects .............................. Proxy Statement: Summary--Reasons
for the Proposed Transaction;
Background and Reasons for the
Proposed Transaction--Background
of the Transaction, --Reasons for
the Transaction; Fairness of the
Transaction; Summary--Summary
of the Proposed Transaction;
Summary--Consequences of a
Determination by the Limited
Partners Not to Approve Proposed
Amendment No. 1 and Proposed
Amendment No. 2; Projected Cash
Available from Liquidation;
Conflicts of Interest; Specific
Terms of the Proposed Transaction-
Payment of the Purchase Price,
--Distributions to Limited
Partners; Dissolution and
Liquidation Consequences of the
Transaction--Dissolution
Procedures, -Liquidating Trust;
Federal and State Income Tax
Consequences
8. Fairness of the Transaction........... Proxy Statement: Summary-
Fairness of the Proposed
Transaction; -- Fairness of the
Adelphia Transaction; Fairness of
the Proposed Transaction
9. Reports, Opinions, Appraisals and
Negotiations.......................... Proxy Statement: Fairness of the
Transaction--Summary of Appraisals,
1999 --Third-Party Bid Solicitation
Process, -Compensation and Material
Relationships, - Northland's 1999
Offer to Purchase NCP-Six Assets;
-- Rescission of Northland's 1999
Offer Due to Lack of Financing, --
2000 Third-Party Bid Solicitation
Process, -- The Adelphia
Transaction, -- Northland's 2000
Offer to Purchase NCP-Six Assets,
-- Houlihan Lokey Fairness
Opinions; Projected Cash Available
from Liquidation
10. Source and Amounts of Funds or other
Consideration......................... Proxy Statement: Fairness of the
Proposed Transaction - the Adelphia
Transaction; Specific Terms of the
Proposed Transaction--Payment of
Purchase Price;
-3-
4
11. Interest in Securities of the
Subject Company Proxy Statement: Cover Page
12. The Solicitation or Recommendation of
Certain Persons with Regard to the
Transaction............................ Proxy Statement:
Summary-Our Recommendation
13. Financial Information.................. Proxy Statement: Financial
Statements; Projected Cash
Available From Liquidation
14. Person/Assets Retained, Employed,
Compensated or Used.................... N/A
15. Additional Information................. Form of Proxy;
16. Material to be Filed as Exhibits....... Proxy Statement; Exhibit A --
NCP Liquidating Trust
- -----------
-4-
5
Capitalized terms not expressly defined herein shall have the same meaning
ascribed to them in the Northland Cable Properties Six Limited Partnership Proxy
Statement (as defined below). For the purpose of this Schedule 13E-3, the
following capitalized terms shall be ascribed the following meanings:
- "Schedule 14A" means the Partnership's Definitive Schedule 14A
filed concurrently herewith.
- "Form of Proxy" means the form of proxy forming part of
Schedule 14A.
- "Notice of Special Meeting" means the notice of special
meeting of limited partners of the Partnership forming part of
Schedule 14A.
- "Partnership" means Northland Cable Properties Six Limited
Partnership.
- "Proxy Statement" means the proxy statement forming part of
Schedule 14A.
- "Units" means participation interests in the Partnership.
All of the above documents are hereby incorporated herein by this reference.
For the purposes of responses to this Schedule 13E-3, cross references
will be made to the Schedule 14A and to information under specified sections of
the documents contained in the Schedule 14A.
-----------------------------------------------
ITEM 1. SUMMARY TERM SHEET
The proposed transaction is summarized in the Proxy Statement. See
"Summary - Summary of the Proposed Transaction." This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the issuer is Northland Cable Properties Six Limited
Partnership. Its principal executive offices are located at 1201 Third Avenue,
Suite 3600, Seattle, Washington 98101. The telephone number of its principal
executive offices is (206) 621-1351.
(b) The exact title of the security subject to this transaction is
"participation interests in Northland Cable Properties Six Limited Partnership",
referred to in this Schedule 13E-3 as "Units." As of December 31, 2000, there
were 29,784 Units outstanding and 1,807 holders of record of the Units.
(c) There is currently no established trading market for the Units.
(d) Since November 15, 1997, the Partnership has made no cash
distributions. The Partnership is generally restricted from paying distributions
(other than for expense allocations and payment of management fees) under its
credit agreement with its lender, First National Bank.
(e) During the past three years, the Partnership has made no
underwritten public offering of Units for cash which was registered under the
Securities Act of 1933 (the "1933 Act") or exempt from registration thereunder
pursuant to Regulation A.
(f) Since January 1, 1997, the Partnership has repurchased an aggregate
of 28 units at face value ($500/unit).
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a) - (c) This Schedule 13E-3 is filed by the Partnership, Northland
Communications Corporation, and FN Equities Joint Venture.
The Partnership is a Washington limited partnership with no directors or
officers. The Managing General Partner of the Partnership is Northland
Communications Corporation, a Washington corporation ("NCC"); the Administrative
General Partner of the Partnership is FN Equities Joint Venture, a California
general partnership ("FNEJV").
-5-
6
The principal business of NCC is locating cable television systems,
negotiating for their acquisition, forming limited partnerships to own the
systems, arranging for the sale of limited partnership interests to investors,
managing the partnerships, and liquidating partnership assets upon dissolution.
NCC is a wholly-owned subsidiary of Northland Telecommunications Corporation, a
Washington corporation ("NTC"). The address of the principal executive offices
of each of NCC and NTC is 1201 Third Avenue, Suite 3600, Seattle, Washington
98101.
The sole partners of FNEJV are FN Equities, Inc. ("FNE"), FN Network
Partners, Ltd., a California limited partnership ("FNPL"), and John Simmers, the
sole owner of FNE. The principal business of each of FNEJV and FNE is to provide
services as administrative general partner of limited partnership cable
television operations. The address of the principal executive offices of each of
FNEJV, FNE, and John Simmers is 2780 Sky Park Drive, Suite 300, Torrance,
California 90505.
For information responsive to Items 2(a) through (d) with respect to NCC
and FNEJV, see "Information About NCP-Six - Affiliates of NCP-Six" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(e) None of the persons or entities identified in response to Items 2(a)
through 2(d) has, during the past 10 years, been convicted in a criminal
proceeding.
(f) None of the persons or entities identified in response to Items 2(a)
through 2(d) has, during the past 10 years, been involved in any civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining further violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
(g) All of the persons identified in Items 2(a) through 2(d) are United
States citizens.
ITEM 4. TERMS OF THE TRANSACTION
(a) See "Summary--Summary of the Proposed Transaction," "Specific Terms
of the Proposed Transaction--Distributions to Limited Partners," "--Conditions
to Completion of the Transaction" and "Federal and State Income Tax
Consequences" in the Proxy Statement. This information is incorporated by
reference pursuant to General Instruction "G" of Schedule 13E-3.
(b) - N/A
(c) Because the Managing General Partner or its affiliate will be the
acquiring entity, the undivided portion of the assets attributable to the
Managing General Partner's interest in the Partnership will be distributed to
the Managing General Partner in-kind, rather than sold for cash, as is the case
for the other holders of the Partnership's securities. See the first paragraph
under "Summary--Summary of the Proposed Transaction--Payment of the Purchase
Price; Promissory Note," the third paragraph under "Specific Terms of the
Proposed Transaction--Distributions to Limited Partners" and "Proposed Amendment
No. 2 to The NCP-Six Partnership Agreement" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" of
Schedule 13E-3.
(d) See "The Special Meeting - No Dissenters' Rights" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" of Schedule 13E-3.
(e) No special provisions have been made to grant unaffiliated security
holders access to the corporate files of the filing persons or to obtain counsel
or appraisal services at the expense of the filing persons.
(f) N/A
-6-
7
ITEM 5. PAST CONTACTS, TRANSACTION, NEGOTIATIONS AND AGREEMENTS.
(a) (1) See "Statements of Operations--Expenses" and Note "3", both
under "Financial Statements--Audited Financial Statement of Northland Cable
Properties Six Limited Partnership" in the Proxy Statement. See also "Statements
of Operations--Expenses" under "Financial Statements (Unaudited)--Northland
Cable Properties Six Limited Partnership" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
(2) No contacts, transactions or negotiations have occurred
which would be subject to this Item, except the proposed transaction described
in the Proxy Statement. See "Specific Terms of the Proposed Transaction" and
"Fairness of the Proposed Transaction - Northland's 1999 Offer to Purchase
NCP-Six Assets" in the Proxy Statement. This information is incorporated by
reference pursuant to General Instruction "G" to Schedule 13E-3.
(b) On September 1, 1998, NCC acquired and was distributed all of the
assets of Northland Cable Properties Five Limited Partnership ("NCP-Five"), a
limited partnership for which NCC served as managing general partner. The gross
valuation of the transaction was $35,463,000, which included the consideration
paid NCC to NCP-Five and the value of the assets distributed by NCP-Five to NCC.
NCC initiated the negotiations for that acquisition.
(c) See "Fairness of the Proposed Transaction" in the Proxy Statement.
This information is incorporated by reference pursuant to General Instruction
"G" of Schedule 13E-3.
ITEM 6. PURPOSES OF TRANSACTION AND PLANS OR PROPOSALS
(a) See "Summary--Summary of the Proposed Transaction," "The Proposed
Transaction--Distributions to Limited Partners," and "--Conditions to Completion
of the Transaction" in the Proxy Statement. This information is incorporated by
reference pursuant to General Instruction "G" of Schedule 13E-3.
(b) See response to Item 6(a) above. See also "Summary - The Adelphia
Transaction" in the Proxy Statement. This information is incorporated by
reference pursuant to General Instruction "G" to Schedule 13E-3.
(c) Except for the termination of the employment of Partnership
employees, no change in the present management of the Partnership nor of any of
the persons enumerated in General Instruction "C" to Schedule 13E-3 for whom
this Item 5 applies is expected to occur in relation to, or as a result of, the
proposed transaction.
(d) See response to Item 6(a) above and "Dissolution and Liquidation
Consequences of the Proposed Transaction" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3. With respect to any material change in the present dividend rate
or policy of the Partnership, see the first paragraph of "Information About
NCP-Six -- NCP-Six's Management's Discussion and Analysis of Financial Condition
and Results of Operations--General" in the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
The General Partners intend that all indebtedness of the Partnership will be
repaid upon consummation of the proposed transaction. The capitalization of the
Partnership will be materially altered in consequence of the proposed
liquidation under the proposed transaction. The Managing General Partner does
not expect any material change to occur in the present dividend rate or policy
of, or indebtedness or capitalization of NCC. The Administrative General Partner
does not expect any material change to occur in the present dividend rate or
policy of, or indebtedness or capitalization of either FNEJV or FNE.
(e) See response to Item 6(a) above. This information is incorporated by
reference pursuant to General Instruction "G" to Schedule 13E-3.
(f) Upon liquidation of the Partnership pursuant to the proposed
transaction, the Units will become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "1934
Act"). No such events will occur with respect to the persons mentioned in
General Instruction "C" to Schedule 13E-3 as a result of, or in relation to, the
proposed transaction.
(g) Upon liquidation of the Partnership pursuant to the proposed
transaction, the Partnership will no longer be obligated to file reports
pursuant to Section 15(d) of the 1934 Act. No such events will occur with
respect to the persons mentioned in General Instruction "C" to Schedule 13E-3 as
a result of, or in relation to, the proposed transaction.
The General Partners believe that none of the activities or transactions
described in Item 6 should apply to any of the individual persons described in
General Instruction "C" to Schedule 13E-3.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) See "Summary--Reasons for the Proposed Transaction" and the first
two paragraphs of "Background and Reasons for the Proposed
Transaction-Background of the Transaction" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
-7-
8
(b) See "Background and Reasons for the Proposed Transaction--Background
of the Proposed Transaction," as well as "-"Chronology of Events Leading up to
the Proposed Transaction,"--Reasons for the Proposed Transaction," and "Fairness
of the Proposed Transaction" in the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(c) See the responses to Items 7(a) and 7(b) above. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(d) See "Summary--Summary of the Proposed Transaction--Liquidation of
the Partnership; Distributions to Limited Partners," "Summary--Consequences of a
Determination By The Limited Partners Not To Approve Proposed Amendment No. 1
and Proposed Amendment No. 2," "Projected Cash Available From Liquidation,"
"Conflicts of Interest," "Specific Terms of the Proposed Transaction--Payment of
the Purchase Price" and "--Distributions to Limited Partners," "Dissolution and
Liquidation Consequences of the Proposed Transaction--Dissolution Procedures"
and "--Liquidating Trust," and "Federal and State Income Tax Consequences" in
the Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) See "Summary--Fairness of the Proposed Transaction," and "Fairness
of the Proposed Transaction--Our Belief as to Fairness" in the Proxy Statement.
This information is incorporated by reference pursuant to General Instruction
"G" to Schedule 13E-3.
(b) See "Fairness of the Transaction--Material Factors Underlying Belief
as to Fairness," "--Appraisal Process; Summary of Appraisals," "--2000
Third-Party Bid Solicitation Process" and "-Houlihan Lokey Fairness Opinions" in
the Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.
(c) The affirmative vote of limited partners holding a majority of the
outstanding Units (excluding the Units held by NCC, FNEJV and either of their
affiliates) is required to approve the transaction.
(d) The Managing General Partner did not retain an unaffiliated,
independent third party to act solely on behalf of the limited partners for
purposes of negotiating the terms of the transaction, but the General Partners
did retain Houlihan Lokey Howard and Zukin Financial Advisors, Inc. ("Houlihan
Lokey") to render an opinion as to the fairness of the consideration to be
received by the Partnership from a financial point of view. See "Fairness of the
Transaction-Houlihan Lokey Fairness Opinion" in the Proxy Statement.
(e) The proposed transaction has received the unanimous consent of the
General Partners.
(f) See "Fairness of the Transaction-2000 Third-Party Bid Solicitation
Process" in the Proxy Statement. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) The Partnership received two appraisals concerning the proposed
transaction. One appraisal was performed by Daniels & Associates, L.P., and the
other appraisal was performed by Communications Equity Associates. See "Fairness
of the Transaction - Appraisal Process; Summary of Appraisals" in the Proxy
Statement and Exhibits H and I to the Proxy Statement. The Partnership received
a report summarizing the third-party bids received for purchase of the
Partnership's assets. See "Fairness of the Transaction--Third-Party Bid
Solicitation Process" in the Proxy Statement. The General Partners also received
a fairness opinion from Houlihan Lokey concerning the fairness of the
consideration to be received by the Partnership in the proposed transaction, as
well as in the sale of certain assets by the Partnership to Adelphia
Communication Corporation transaction from a financial point of view. See
"Fairness of the Proposed Transaction-Houlihan Lokey Fairness Opinions" in the
Proxy Statement, and Exhibits J and K to the Proxy Statement. This information
is incorporated by reference pursuant to General Instruction "G" to Schedule
13E-3. No other outside experts were retained. The information in the Proxy
Statement referred to in this Item 9(a) is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.
(b) (1) See response to Item 9(a) above. This information is
incorporated by reference.
(2) Daniels & Associates and Communications Equity Associates each
has an internationally recognized reputation in matters concerning cable
brokerage, appraisal and investment banking. Houlihan Lokey has a nationally
recognized reputation in matters concerning investment banking services,
financial analysis, business valuations, and the rendering of fairness opinions
in transactions involving both public and privately held companies.
-8-
9
(3) The Partnership retained Daniels & Associates and
Communications Equity Associates based on the internationally recognized
reputation each has in matters concerning cable brokerage, appraisal and
investment banking, and based on prior transactions between each of them and the
Partnership and its affiliates. The General Partners retained Houlihan Lokey
based on their nationally recognized reputation for financial analysis, business
valuations, and rendering of fairness opinions.
(4) See "Projected Cash Available From Liquidation," including
Note 2 thereunder, and "Fairness of the Proposed Transaction--Compensation and
Material Relationships" in the Proxy Statement. This information is incorporated
by reference pursuant to General Instruction "G" to Schedule 13E-3.
(5) The Managing General Partner determined the amount of
consideration to be paid for the assets of the Partnership to be purchased in
the transaction.
(6) See "Fairness of the Proposed Transaction--Appraisal Process;
Summary of Appraisals" and "-Houlihan Lokey Fairness Opinions" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(c) The appraisals of Daniels & Associates and Communications Equity
Associates, and the fairness opinions of Houlihan Lokey shall be made available
for inspection and copying at the principal executive offices of the Partnership
during its regular business hours by any interested holder of Units or such
holder's representative who has been so designated in writing.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) See "Specific Terms of the Proposed Transaction--Payment of Purchase
Price" and "Summary - The Adelphia Transaction in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
(b) Although NCC has had discussions with its lender concerning
financing of the acquisition of the assets of the Partnership, as of January 15,
2001, no loan agreement had been signed. No definitive arrangements have been
made to repay borrowings for the transaction.
(c) See "Projected Cash Available from Liquidation" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3. The Partnership has paid or will be
responsible for paying all of the expenses described in Item 6(b).
(d) See response to Item 10(b).
ITEM 11. INTEREST IN SECURITIES OF THE PARTNERSHIP
(a) See the fourth to the last paragraph of the cover page of the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(b) No transaction in Units was effected during the past 60 days by the
Partnership or by any affiliate of the Partnership.
ITEM 12. RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION
(a) With respect to the voting of Units, see the paragraphs eight, nine
and ten of the cover page of the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
Under the terms of the proposed transaction, no securities are proposed to be
tendered or sold.
(b) See "Summary-Our Recommendation" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
-9-
10
ITEM 13. FINANCIAL INFORMATION
(a) Required financial data and statements, both audited and unaudited,
concerning the Partnership are set forth under the heading "Financial
Statements" in the Proxy Statement and are organized as described below. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
Financial Statements for the Years Ending December 31, 1999 and 1998
(audited) and for the nine-month period ending September 30, 2000 (unaudited):
Auditor's Opinion
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Deficit
Statements of Cash Flows
Notes to Financial Statements
(b) See "Projected Cash Available From Liquidation" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
ITEM 14. PERSONS/ASSETS RETAINED, COMPENSATED, EMPLOYED OR USED
(a) Excluding Partnership assets which are proposed to be used as
consideration for the proposed transaction, Partnership assets will be utilized
to pay the transaction costs associated with the proposed transaction. In
addition, Partnership employees provided information in connection with the
appraisals by Daniels & Associates and Communications Equity Associates, in
connection with the third party bid solicitation conducted by Daniels &
Associates, and in connection with the due diligence performed by Houlihan Lokey
as a condition to the rendering of its fairness opinions.
(b) No persons have been or are to be employed, retained or compensated
by the Partnership or by any person on behalf of the Partnership to make
solicitations or recommendations in connection with the proposed transaction.
ITEM 15. ADDITIONAL INFORMATION
See the Notice of Special Meeting, Form of Proxy, and Proxy Statement.
This information is incorporated by reference pursuant to General Instruction
"G" to Schedule 13E-3.
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS
(a) See Proxy Statement, including Exhibits A through K. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
(b) No executed loan agreement is available at this time.
(c) See Exhibits H, I, J and K to the Proxy Statement. This information
is incorporated by reference pursuant to General Instruction "G" to Schedule
13E-3.
(d) Form of NCP-Six Liquidating Trust, filed as Exhibit A hereto. See
"Dissolution and Liquidation Consequences of the Proposed Transaction
- --.Description of Liquidating Trust" for details.
(e) Disclosure materials to be furnished to security holders are
included in the Schedule 14A. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3. See response to Item 16.
-10-
11
(f) Dissenters' appraisal rights are not available to partners under
Washington law with respect to a sale of substantially all of the Partnership's
assets and subsequent liquidation. Appraisal rights will not be voluntarily
accorded to dissenting partners in connection with the proposed transaction.
Dissenting partners are protected under state law by virtue of the fiduciary
duty of the General partners to act with prudence in the business affairs of the
Partnership on behalf of both the General Partners and the Limited Partners.
(g) No persons have been employed by the Partnership to make oral
solicitations or recommendations to security holders.
---------------------------------------------
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 January 29, 2001.
NORTHLAND CABLE PROPERTIES SIX
LIMITED PARTNERSHIP
By: NORTHLAND COMMUNICATIONS CORPORATION
Managing General Partner
By: /s/ JOHN S. WHETZELL
--------------------------------
John S. Whetzell, President
By: /s/ RICHARD I. CLARK
--------------------------------
Richard I. Clark, Vice President
NORTHLAND COMMUNICATIONS CORPORATION
By: /s/ JOHN S. WHETZELL
-------------------------------------
John S. Whetzell, President
By: /s/ RICHARD I. CLARK
-------------------------------------
Richard I. Clark, Vice President
FN EQUITIES JOINT VENTURE
By: FN EQUITIES, INC., Partner
By: /s/ JOHN S. SIMMERS
--------------------------------
John S. Simmers, Vice President
By: /s/ JOHN S. SIMMERS
--------------------------------
JOHN S. SIMMERS, Partner
By: FN NETWORK PARTNERS, LTD., Partner
By: /s/ JOHN S. SIMMERS
--------------------------------
John S. Simmers, General Partner
-11-
12
EXHIBIT A TO SCHEDULE 13E-3
NCP-SIX LIQUIDATING TRUST
THIS AGREEMENT is made and entered into by and among NORTHLAND
COMMUNICATIONS CORPORATION ("NCC"), as agent for the Limited Partners of
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP ("NCP-Six"), a Washington
limited partnership ("Trustors"), and RICHARD I. CLARK ("Trustee").
1. Transfer of Property. The Trustors are contemporaneously herewith
transferring to the Trustee the right to receive payment and other rights
associated with that certain Promissory Note, dated ______________, 2001, in the
principal amount of $9,875,000, made by NCC in favor of NCP-Six. The amount
payable under said Promissory Note is subject to adjustment in accordance with
its terms and the terms of that certain Proxy Statement dated ____________, 2001
(the "Proxy Statement"). The Trustors are also contemporaneously herewith
transferring to the Trustee the right to receive up to $1,000,000 from the "hold
back escrow" established pursuant to section ___ of the Asset Purchase Agreement
dated ___________, 2001 by and between NCP-Six and Adelphia Communications
Corporation. In addition, the Trustors are depositing contemporaneously herewith
$750,000 cash in accordance with the terms of the Proxy Statement. These sums,
together with other property which may be added to the trust created herein,
shall be held, managed and distributed by the Trustee as herein provided. This
trust shall be known as the NCP-Six Liquidating Trust. The purpose of the Trust
shall be to hold and administer for the benefit of the beneficiaries the amounts
owing to the beneficiaries in accordance with the terms of the Proxy Statement.
2. Identification of Beneficiaries. The beneficiaries of the Trust are
the limited partners of NCP-Six, whose names and whose proportionate shares of
the Trust are set forth on Exhibit A.
3. Allocation of Property. The Trustee shall allocate the property
described in Article 1, and the income and expenses of the Trust, among the
beneficiaries in the proportions set forth on Exhibit A.
4. Distribution of Principal and Income. The Trustee may distribute to
each Beneficiary such portion or all of such Beneficiary's share of the
principal and income of the Trust at such time and in such manner as the Trustee
shall determine, until the termination of the Trust. At least annually, the
Trustee shall distribute to the beneficiaries any income from investments, net
of any expenses of the Trust.
5. Distribution of Principal and Termination of Trust. To the extent
that each trust has not been distributed sooner, the entire balance of the Trust
shall be distributed to the Beneficiaries no later than December 31, 2004.
6. Death of Beneficiary. In the event of the death of any Beneficiary
prior to that time the Beneficiary is entitled to receive a full distribution of
the balance of the trust estate, any part of such trust still being held shall
be distributed as the Beneficiary shall appoint by Last Will and Testament.
7. Purpose of Trust. The purpose of the Trust is solely to hold and
invest temporarily the proceeds attributable to Trustors from the liquidation of
NCP-Six, and to make payment of any claims and/or contingent liabilities arising
from the business formerly conducted by NCP-Six. The Trust is not intended to
continue or engage in the conduct of the business formerly conducted by NCP-Six.
8. Successor Trustee. In the event Trustee should die, resign, or
otherwise become incapable of serving hereunder, a Successor Trustee shall be
elected by a majority of the beneficiaries, voting in accordance with their
respective proportionate interests in the Trust.
9. Spendthrift Provision. Neither the income nor the principal of the
trusts created hereunder, nor any portion thereof, shall be alienable by any
Beneficiary, either by assignment or by any other method, and the same shall not
be subject to be taken by the creditors of any such Beneficiary by any process
whatsoever.
10. Trustee's Powers. In addition to the rights, powers and authority
incident to the office or required in or convenient to the trust otherwise
vested in or impliedly conferred upon the Trustee, the Trustee shall have all of
the rights, powers and authority with respect to the trust created hereunder
provided under Washington law.
A-1
13
10.1 Without limiting the generality of the foregoing, the
Trustee is expressly authorized to:
(a) Determine what is principal or income, which authority
shall specifically include the right to make any adjustments between
principal and income for premiums, discounts, depreciation or depletion.
(b) To hold and retain in the same form as received any
and all property transferred to Trustee for administration hereunder
(and additions thereto), even though such property may not be of a
nature or character authorized under the laws of the state of Washington
or of any other state or jurisdiction for trust investments, or be
unsecured, unproductive, underproductive, overproductive, or be of a
wasting nature, or be inconsistent with the usual concepts of
diversification of trust assets.
(c) Rely with acquittance upon advice of counsel on
questions of law.
(d) Employ persons to advise or assist the Trustee in the
performance of his duties, and to pay reasonable compensation therefore.
10.2 Notwithstanding the foregoing, the Trustee is expressly
prohibited from:
(a) Investing trust assets except in demand and time
deposits in banks, or temporary investments such as short-term
certificates of deposit or Treasury bills.
(b) Receiving any transfer of any listed or unlisted
stocks or securities, any general or limited partnership interest, or
any operating assets of a going business.
(c) Receiving or retaining cash in excess of a reasonable
amount to meet claims and contingent liabilities.
11. Accounting. The Trustee shall file income tax returns for the Trust
as a grantor trust pursuant to Section 1.671-4(a) of the Income Tax
Regulations.
12. Delivery of Reports to Beneficiaries. Commencing on _______________,
2001 (the "Report Date"), and within thirty (30) days of each anniversary of the
Report Date until the balance of the Trust shall have been distributed to the
Beneficiaries, the Trustee shall distribute to the Beneficiaries annual
unaudited financial information of the Trust for the preceding fiscal year of
the Trust, including, without limitation, an unaudited balance sheet and
statement of cash flows for such period. In addition to the foregoing, the
Trustee shall, as soon as practicable after the occurrence of any event, change
or transaction which materially effects either the Trust or the rights of
beneficiaries under the Trust, deliver to each Beneficiary a report disclosing
the event or change. The foregoing is not intended to limit the Trustee's
obligations under RCW 11.100.140 or any other requirements under applicable law
regarding notice and procedure for non-routine transactions.
13. Governing Law. The validity and construction of any provision of
this trust agreement shall be governed by the internal laws of the State of
Washington, and this trust shall be deemed to have its status in the State of
Washington.
A-2
14
DATED __________________, 2001.
TRUSTORS:
NORTHLAND COMMUNICATIONS CORPORATION,
agent for the Limited Partners of
NORTHLAND CABLE PROPERTIES SIX LIMITED
PARTNERSHIP
By:
--------------------------------------
Its:
-------------------------------------
TRUSTEE:
-----------------------------------------
Richard I. Clark
A-3