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SCHEDULE 13E-3
(Amendment No. 1)
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
JOHN S. WHETZELL
RICHARD I. CLARK
(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
RICHARD I. CLARK, VICE PRESIDENT FN EQUITIES JOINT VENTURE
NORTHLAND COMMUNICATIONS CORPORATION 2780 SKY PARK, SUITE 300
1201 THIRD AVENUE, SUITE 3600 TORRANCE CALIFORNIA 90505
SEATTLE, WASHINGTON 98101 (310) 326-3100
(206) 621-1351
(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
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DOCUMENTS INCORPORATED BY REFERENCE
DEFINITIVE SCHEDULE 14A
(filed concurrently with this Schedule 13E-3)
----------------------
(See following page for Cross Reference Sheet.)
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CROSS REFERENCE SHEET
PURSUANT TO GENERAL INSTRUCTION "G" OF SCHEDULE 13E-3
Item in Schedule 13E-3 Location in Proxy
Material
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1. Summary Term Sheet Proxy Statement: Summary -- The
Proposed Transaction and Proposed
Amendment No. 2 to the NCP-Six
Partnership Agreement
2. Subject Company Information N/A
3. Identity and Background of............ Proxy Statement: Information About
Filing Person NCP-Six--General; Management and
Beneficial Ownership of NCP-Six;
4. Terms of the Transaction.............. Proxy Statement: Summary--The
Proposed Transaction and Proposed
Amendment No. 2 to the NCP-Six
Partnership Agreement; Specific
Terms of the Proposed 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; Background and Reasons
for the Proposed Transaction
6. Purposes of the Transaction and
Plans or Proposals ................... Proxy Statement: Summary--The
Proposed Transaction and Proposed
Amendment No. 2 to the NCP-Six
Partnership Agreement; Specific
Terms of the Proposed Transaction;
Dissolution and Liquidation
Consequences 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: Background and
Reasons for the Proposed
Transaction; Summary -- Likely
Consequences of Your Vote;
Dissolution and Liquidation
Consequences of the Proposed
Transaction; Projected Cash
Available from Liquidation; Federal
and State Income Tax Consequences
8. Fairness of the Transaction........... Proxy Statement: Summary-
Fairness of the Proposed
Transaction; -- Our Recommendation;
Fairness of the Proposed
Transaction
9. Reports, Opinions, Appraisals and
Negotiations.......................... Proxy Statement: Summary-Fairness
of the Proposed Transaction;
Appraisal Process and Fairness
Opinions; Summary of Reports
10. Source and Amounts of Funds or other
Consideration......................... Proxy Statement: Specific Terms of
the Adelphia Transaction; Specific
Terms of the Proposed Transaction--
Payment of Purchase Price and
Financing Requirements;
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11. Interest in Securities of the
Subject Company Proxy Statement: Summary --
Voting at the Special Meeting;
12. The Solicitation or Recommendation of
Certain Persons with Regard to the
Transaction............................ Proxy Statement:
Summary-Our Recommendation; Fairness of the
Proposed Transaction--Our belief as to Fairness;
13. Financial Information.................. Proxy Statement: Financial
Statements; Projected Cash
Available From Liquidation
14. Person/Assets Retained, Employed,
Compensated or Used.................... Proxy Statement: The Special Meeting --
Solicitation of Proxies;
15. Additional Information................. N/A
16. Material to be Filed as Exhibits....... Proxy Statement: including exhibits A through L
thereto; Exhibit A--Letter to Limited Partners
of NCP-Six;
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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, a Washington 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.
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References herein to Items 1000 through Item 1016 correspond to such
item in Regulation M-A.
ITEM 1. SUMMARY TERM SHEET
In response to Item 1001, the proposed transaction is summarized in the
Proxy Statement. See "Summary - The Proposed Transaction and Proposed Amendment
No. 2." This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION
In response to the following subparts of Item 1002:
(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 syndicated lenders, led by First Union National Bank
as Administrative Agent.
(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 PERSONS
In response to the following subparts of Item 1003:
(a) - (c) This Schedule 13E-3 is filed by the Partnership, Northland
Communications Corporation, FN Equities Joint Venture, John S. Whetzell and
Richard I. Clark.
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").
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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.
John S. Whetzell serves as Board Chairman and President of NCC. Richard
I. Clark serves as a Director, and as Vice President, Assistant Treasurer and
Assistant Secretary of NCC. The business address for both Messers. Whetzell and
Clark is 1201 Third Avenue, Suite 3600, Seattle, Washington. Their business
phone number is (206) 621-1351.
For information further responsive to Items 1003(c)(1) and 1003(c)(2)
with respect to Messers. Whetzell and Clark, see "Management and Beneficial
Ownership of NCP-Six" in the Proxy Statement. This information is incorporated
by reference pursuant to General Instruction "G" to Schedule 13E-3.
None of the filing persons have, during the past 10 years, been
convicted in a criminal proceeding.
None of the filing persons have, 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.
All of the natural filing persons are United States citizens.
ITEM 4. TERMS OF THE TRANSACTION
In response to the following subparts of Item 1004:
(a) See "Summary--The Proposed Transaction and Proposed Amendment No.
2," "Background and Reasons For The Proposed Transaction" "Specific Terms of the
Proposed Transaction; Projected Cash Available From Liquidation" "Federal and
State Income Tax Consequences of the Proposed Transaction" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" of Schedule 13E-3.
(b) The filing persons and their affiliates hold 30 Units. See the
fourth paragraph of "Summary--Voting at the Special Meeting" in the Proxy
Statement. It is anticipated that those Units will be transferred in the
proposed transaction if the proposed transaction receives the requisite approval
of the holders of a majority of the unaffiliated Units of the Partnership.
(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 "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 "Summary--You do Not Have 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
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ITEM 5. PAST CONTACTS, TRANSACTION, NEGOTIATIONS AND AGREEMENTS.
In response to the following subparts of Item 1005:
(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. 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 "Background and Reasons for the Proposed Transaction" and
"Specific Term of the Proposed Transaction" 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 "Background and Reasons for the Proposed Transaction --
Chronology of Events Leading up to the Proposed Transaction," and "Appraisal
Process and Fairness Opinions; Summary of Reports" in the Proxy Statement.
This information is incorporated by reference pursuant to General Instruction
"G" of Schedule 13E-3.
(e) Other than the Form of Proxy, no such arrangements exit.
ITEM 6. PURPOSES OF TRANSACTION AND PLANS OR PROPOSALS
In response to the following subparts of Item 1006:
(b) N/A
(c)(1) See "Background and Reasons for the Proposed Transaction --
Chronology of Events Leading up to the Proposed Transaction," and "Appraisal
Process and Fairness Opinions; Summary of Reports" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" of
Schedule 13E-3.
(c)(2) See response to (c)(1) above. See also "Specific Terms of the
Adelphia Transaction," and "Specific Terms of the Proposed Transaction" in the
Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.
(c)(3) The Partnership does not currently have a standard dividend rate
or policy. See "Information About NCP-Six-NCP-Six's Management's Discussion and
Analysis of Financial Conditions and Results of Operations - General" in the
Proxy Statement. See also "Dissolution and Liquidation Consequences of the
Proposed Transaction," and "Projected Cash Available From Liquidation" in the
Proxy Statement.
(c)(4) 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 6 applies is expected to occur in relation to, or as a result of, the
proposed transaction.
(c)(5) See response to (c)(1) and (c)(2) above, and specifically
"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. 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 as
a consequence of the proposed liquidation to result following the proposed
transaction.
(c)(6) N/A
(c)(7) 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.
(c)(8) 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
In response to the following subparts of Item 1013:
(a) See "Background and Reasons for the Proposed Transaction" in the
Proxy Statement. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.
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(b) See "Background and Reasons for the Proposed Transaction--
Consideration of Alternatives and Approval of the Adelphia 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 (a) (b) above. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(d) See "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
In response to the following subparts of Item 1014:
(a) See "Summary--Fairness of the Proposed Transaction," "--Our
Recommendation," 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.
(b) See "Fairness of the Transaction--Material Factors Underlying Belief
as to Fairness," and "Appraisal Process and Fairness Opinions; Summary of
Reports" 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. See "The Special
Meeting--Quorum; Vote Required for Approval" in the Proxy Statement.
(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. See also
the fourth factor under "Risk Factors (Pertaining to the Proposed Transaction)"
and the second paragraph under "Background and Reasons for the Proposed
Transaction--Chronology of Events Leading Up to the Proposed Transaction--1999
Third-Party Bid Solicitation Process" in the Proxy Statement. This information
is incorporated by reference pursuant to General Instruction "G" of Schedule
13E-3.
(e) The proposed transaction has received the unanimous approval of the
General Partners. See "Summary--Our Recommendation" in the Proxy Statement.
(f) See "Background and Reasons for the Proposed Transaction--1999
Third-Party Bid Solicitation Process," "--Northland's 1999 Offer to Purchase
NCP-Six Assets," "--Recission of Northland's 1999 Offer Due to Lack of
Acceptable Financing," and "--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
In response to the following subparts of Item 1014:
(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
"Appraisal Process and Fairness Opinions; Summary of Reports" in the Proxy
Statement and Exhibits H and I to the Proxy Statement. The Partnership received
a report summarizing bids received for the Partnerships assets in 1999, and a
separate report for bids received in 2000. Both reports were prepared by Daniels
& Associates. The General Partners also received separate fairness opinions 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, from a
financial point of view. See "Appraisal Process and Fairness Opinions; Summary
of Reports--Houlihan Lokey Fairness Opinions" in the Proxy Statement and
Exhibits J and K to the Proxy Statement. 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)-(3) See response to (a) above. This information is
incorporated by reference.
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(4) See "Projected Cash Available From Liquidation," including
Note 3 thereunder, and "Appraisal Process and Fairness Opinions; Summary of
Reports--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 proposed transaction.
(6) See response to (a) above. This information is incorporated
by reference.
(c) The appraisals of Daniels & Associates and Communications Equity
Associates, and the fairness opinions of Houlihan Lokey are attached to the
Proxy Statement as Exhibits H, I, J and K, respectively.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
In response to the following subparts of Item 1007:
(a) See "Specific Terms of the Proposed Transaction--Payment of Purchase
Price and Financing Requirements" and "Specific Terms of 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 lenders concerning
financing of the acquisition of the assets of the Partnership, as of
February 12, 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 these expenses.
(d) See response to (b) above.
ITEM 11. INTEREST IN SECURITIES OF THE PARTNERSHIP
In response to the following subparts of Item 1008:
(a) See the fourth paragraph under "Summary--Voting at the Special
Meeting" in 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
In response to the following subparts of Item 1012:
(a) Each filing person currently plans to participate in the proposed
transaction if it is approved by the requisite holders of the majority of
unaffiliated Units in the Partnership. With respect to the voting of Units, see
the fourth paragraph of "Summary--Voting at the Special Meeting" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(e) See "Summary-Our Recommendation" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
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ITEM 13. FINANCIAL INFORMATION
In response to the following subparts of Item 1010:
(a) Required financial data and statements 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, 2000, 1999 and
1998 (audited):
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
In response to the following subparts of Item 1009:
(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 unaffiliated 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. See "The Special Meeting -- Solicitation of Proxies" in the Proxy
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
ITEM 15. ADDITIONAL INFORMATION
In response to Item 1011(b):
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
In response to the following subparts of Item 1016:
(a) See Proxy Statement, including Exhibits A through L. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3. See also letter of Managing General Partner to the limited
partners of NCP-Six attached hereto as Exhibit A.
(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) See "Adelphia Transaction Asset Purchase Agreement," "Proposed
Transaction Asset Purchase Agreement" and "NCP-Six Liquidating Trust Agreement"
attached as Exhibits E, F and L, respectively to the Proxy Statement.
(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.
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(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.
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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 February 13, 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
/s/ JOHN S. WHETZELL
--------------------------------
John S. Whetzell
/s/ RICHARD I. CLARK
--------------------------------
Richard I. Clark
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EXHIBIT A TO SCHEDULE 13E-3
[NORTHLAND COMMUNICATIONS CORPORATION LETTERHEAD]
January 11, 2001
Re: NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP ("NCP-SIX")
Dear Limited Partners:
In June 2000, we wrote to you with a previous update as to the status of efforts
to seek potential opportunities for the liquidation of NCP-Six. This letter is
to provide you with a further update as to the status of these efforts.
In August 2000, NCP-Six received various bids for its cable systems pursuant to
the procedures of a blind bid solicitation of such offers by an independent
broker retained by the partnership. Following our evaluation and negotiation of
those offers, NCP-Six has accepted two offers that combined provide for the sale
of the entirety of the partnership's assets.
Under NCP-Six's Partnership Agreement, the entirety of the partnership's assets
cannot be sold without the prior approval of a majority in interest of the
limited partners. In order to solicit your approval of the proposed sale of the
entirety of those assets, we have prepared a preliminary proxy statement
describing in detail the offers that have been accepted. That proxy statement
was filed with the Securities and Exchange Commission ("SEC") in December 2000,
and is currently undergoing review by the SEC. We expect the SEC to clear the
proxy for distribution and anticipate that the process may take two to three
months.
Upon the sale of the entirety of the assets of NCP-Six, the partnership will
be liquidated. If the sale of the entirety of NCP-Six's assets is completed
pursuant to the terms set forth in the proxy statement, we believe that the
liquidation of NCP-Six will occur late second quarter or early in the third
quarter of this year.
Meanwhile, we continue to recognize that limited partners of NCP-SIX are
receiving unsolicited offers from third parties to purchase units of the
partnership in the secondary market. We continue to urge you to carefully
evaluate the terms of any such offers you receive. Most of the offers that we
are aware of have been for prices in the range of $500 to $650 per partnership
unit, which is equal to or only slightly higher than the original investment
required to initially purchase those units. Those prices are substantially
below the estimated distributions that will be made to the limited partners of
NCP-SIX if the liquidation of the partnership is completed pursuant to the
terms set forth in the proposed forthcoming proxy statement. The liquidation of
NCP-SIX as proposed in the proxy statement is, however, subject to the prior
approval of a majority in interest of the limited partners, and certain other
conditions required by the asset purchasers.
Upon the SEC's clearance of the proxy statement, we will mail the statement to
you for your review of the specific terms of those offers received through the
recently completed blind bid process for the assets of NCP-Six. Meanwhile, if
you have any questions regarding your investment, please call our Investor
Relations Department at (800) 448-0273.
Sincerely,
NORTHLAND COMMUNICATIONS CORPORATION
Managing General Partner of NCP-Six Limited Partnership
/s/ RICHARD I. CLARK
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Richard I. Clark
Vice President/Treasurer