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SCHEDULE 13E-3
(Amendment No. 4)
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
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*
$70,200,000 $14,040
(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 (December 21, 2000)
1,590 (April 25, 2001)
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$14,040
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)
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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 - Selling NCP-Six's Assets - Proposed Amendment
No. 2 to the NCP-Six Partnership Agreement." 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 June 30, 2001, there were
29,784 Units outstanding and 1,795 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
senior credit facility 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") and FN Network
Partners, Ltd., a California limited partnership ("FNPL"). 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 and FNE is 2780 Sky Park
Drive, Suite 300, Torrance, California 90505.
John S. Whetzell serves as Board Chairman and Chief Executive Officer of
NCC. Richard I. Clark serves as a Director, and as Executive 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--Selling NCP-Six's Assets--Proposed Amendment No. 2 to
the NCP-Six Partnership Agreement," "Special Factors of the Proposed Sales--
Background of the Proposed Sales," "--Federal and State Income Tax Consequences
of the Proposed Sales," "Specific Terms of the Proposed Sales," "Dissolution and
Liquidation Consequences of the Proposed Sales," "Projected Cash Available From
Liquidation" and "Projected Distributions For Each Limited Partner Unit
Following Closing the Proposed Sales" 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
third paragraph of "Summary--Voting at the Special Meeting" in the Proxy
Statement. It is anticipated that those Units will be liquidated as a result of
the proposed sales if the proposed sales receive the requisite approval of the
holders of a majority of the unaffiliated Units of the Partnership.
(c) Because affiliates of the managing general partner will be the
purchasers in the proposed sales, an 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. Other holders of the
Partnership's securities will, instead, receive distributions in cash. See
"Specific Terms of the Proposed Sales--Distributions to General and Limited
Partners" in the Proxy Statement. The three acquiring entities are Northland
Cable Properties, Inc. ("NCPI"), Northland Cable Television, Inc. ("NCTV") and
Northland Cable Networks LLC ("NCN LLC"). 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.
(a)(2) No contacts, transactions or negotiations have occurred which
would be subject to this Item, except the proposed sales described in the Proxy
Statement. See "Special Factors of the Proposed Sales--Background of the
Proposed Sales" and "Specific Terms of the Proposed Sales" 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 by NCC to NCP-Five and the value of the assets distributed in-kind by
NCP-Five to NCC. NCC initiated the negotiations for that acquisition.
(c) See "Special Factors of the Proposed Sales--Background of the
Proposed Sales--Chronology of Events Leading up to the Proposed Sales," and
"--Fairness of the Proposed Sales--Appraisal Process and Fairness Opinion;
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 exist.
ITEM 6. PURPOSES OF TRANSACTION AND PLANS OR PROPOSALS
In response to the following subparts of Item 1006:
(b) N/A
(c)(1) See "Special Factors of the Proposed Sales--Background of the
Proposed Sales--Chronology of Events Leading up to the Proposed Sales,"
"--Fairness of the Proposed Sales--Appraisal Process and Fairness Opinion;
Summary of Reports" and "Specific Terms of the Proposed Sales" 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. 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 Sales," "Projected Cash Available From Liquidation" and "Projected
Distributions for Each Limited Partner Unit Following Closing the Proposed
Sales" in the Proxy Statement.
(c)(4) Except for the possible termination of employment of certain
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 sales.
(c)(5) See responses to (c)(1) and (c)(2) above, and specifically
"Dissolution and Liquidation Consequences of the Proposed Sales" 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
sales. The capitalization of the Partnership will be materially altered as
a consequence of the proposed liquidation to result following the proposed
sales.
(c)(6) N/A
(c)(7) Upon liquidation of the Partnership following closing the last
proposed sale, 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 sales.
(c)(8) Upon liquidation of the Partnership following the last of the
proposed sales, 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 sales.
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 "Special Factors of the Proposed Sales--Reasons for the Proposed
Sales" 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 "Special Factors of the Proposed Sales--Alternatives to the
Proposed Sales," and "--Chronology of Events Leading up to the Proposed Sales"
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) and (b) above. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(d) See "Projected Cash Available From Liquidation," "Projected
Distributions for Each Limited Partner Unit Following Closing the Proposed
Sales," "Specific Terms of the Proposed Sales," "Dissolution and Liquidation
Consequences of the Proposed Sales--Dissolution Procedures," "--Liquidating
Trust" and "Special Factors of the Proposed Sales--Federal and State Income Tax
Consequences of the Proposed Sales" 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 Sales," "--The General
Partners Recommend Extending the Term of NCP-Six and Approving the Proposed
Sales," and "Special Factors of the Proposed Sales--Fairness of the Proposed
Sales--The General Partners' 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 "Special Factors of the Proposed Sales--Fairness of the Proposed
Sales--Material Factors Underlying Belief as to Fairness" and "--Appraisal
Process and Fairness Opinion; 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 proposed sales. 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 proposed sales, 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 aggregate
consideration to be received by the Partnership upon closing the proposed sales
from a financial point of view. See "Special Factors of the Proposed Sales--
Fairness of the Proposed Sales--Appraisal Process and Fairness Opinion; Summary
of Reports--Houlihan Lokey Fairness Opinion" in the Proxy Statement. This
information is incorporated by reference pursuant to General Instruction "G" of
Schedule 13E-3.
(e) The proposed sales have received the unanimous approval of the
general partners. See "Summary--The General Partners Recommend Extending the
Term of NCP-Six and Approving the Proposed Sales," in the Proxy Statement.
(f) See "Special Factors of the Proposed Sales--Chronology of Events
Leading up to the Proposed Sales" 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 1015:
(a) The Partnership received two appraisals covering the assets to be
sold in the proposed sales. One appraisal was performed by Daniels & Associates,
L.P., and the other appraisal was performed by Communications Equity Associates.
See "Special Factors of the Proposed Sales--Fairness of the Proposed Sales--
Appraisal Process and Fairness Opinion; Summary of Reports" in the Proxy
Statement and Exhibits L and M 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 a fairness opinion from
Houlihan Lokey concerning the fairness of the aggregate consideration to be
received by the Partnership in the proposed sales, from a financial point of
view. See "--Appraisal Process and Fairness Opinion; Summary of
Reports--Houlihan Lokey Fairness Opinion" in the Proxy Statement and Exhibit N
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 Aggregate Cash Available Following Closing the
Proposed Sales," including Note 3 thereunder, and "Special Factors of the
Proposed Sales--Fairness of the Proposed Sales--Appraisal Process and
Fairness Opinion; 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 sales.
(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 L, M and N, 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 Sales--General Structure" and
"--Purchasers' Sources of Funds" in the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(b) See response to (a) above.
(c) See note (4) under "Projected Aggregate Cash Available Following
Closing the Proposed Sales" 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 (a) above.
ITEM 11. INTEREST IN SECURITIES OF THE PARTNERSHIP
In response to the following subparts of Item 1008:
(a) See the third 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
sales if approved by the requisite holders of the majority of unaffiliated Units
in the Partnership. With respect to the voting of Units, see the third 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 "Special Factors of the Proposed Sales--Fairness of the Proposed
Sales--The General Partners' Belief as to Fairness" 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.
Unaudited financial statements for the quarters ended March 31, 2001 and
June 30, 2001:
Balance Sheets
Statements of Operations
Statements of Cash Flow
Notes to Unaudited Financial Statements
Audited financial statements for the years ending December 31, 2000,
1999 and 1998:
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 Aggregate Cash Available Following Closing the
Proposed Sales" and "Liquidation and Dissolution Consequences of the Proposed
Sales" 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 conveyed in
the proposed sales, Partnership assets will be utilized to pay the transaction
costs associated with the proposed sales. 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 opinion.
(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 in connection with the proposed sales. 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 O. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
(b) Copies of relevant documents pertaining to Northland Cable
Properties, Inc.'s credit facility are attached hereto as Exhibit A. Copies of
relevant documents pertaining to Northland Cable Television, Inc.'s credit
facility are attached hereto as Exhibit B. A copy of the relevant financing
commitment letter pertaining to Northland Cable Networks LLC's proposed
purchases of Partnership assets is attached hereto as Exhibit C.
(c) See Exhibits L, M and O to the Proxy Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(d) See the "Northland Cable Networks LLC Asset Purchase Agreement,"
"Northland Cable Networks LLC Letter of Intent," "Northland Cable Properties,
Inc. Asset Purchase Agreement," "Northland Cable Television, Inc. Asset Purchase
Agreement" and "NCP-Six Liquidating Trust Agreement" attached as Exhibits E, F,
G, H and O, 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' 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 granted to
dissenting partners in connection with the proposed sales. 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 August 23, 2001.
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, CEO
By: /s/ RICHARD I. CLARK
--------------------------------
Richard I. Clark, Executive Vice
President
NORTHLAND COMMUNICATIONS CORPORATION
By: /s/ JOHN S. WHETZELL
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John S. Whetzell, CEO
By: /s/ RICHARD I. CLARK
-------------------------------------
Richard I. Clark, Executive Vice
President
FN EQUITIES JOINT VENTURE
By: FN EQUITIES, INC., Partner
By: /s/ JOHN S. SIMMERS
--------------------------------
John S. Simmers, Vice President
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 Index
Exhibit A
(Copies of Relevant Documents Pertaining
to Northland Cable Properties, Inc.'s Credit Facility)
Exhibit B
(Copies of Relevant Documents Pertaining
to Northland Cable Television, Inc.'s Credit Facility)
Exhibit C
(Copy of Relevant Financing Commitment Letter
Pertaining to Northland Cable Networks LLC's
Proposed Purchases of Partnership Assets)