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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report: November 12, 1999
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(Date of earliest event reported)
ENSTAR INCOME/GROWTH PROGRAM Five-B, L.P., a Georgia limited partnership
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(Exact name of registrant as specified in its charter)
Georgia 0-16789 58-1713008
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(State or other jurisdiction (Commission File:) (I.R.S. Employer
of incorporation or identification No.)
organization)
12444 Powerscourt Drive
St. Louis, Missouri 63131
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(Address of principal executive offices) (Zip Code)
(Registrant's phone number, including area code) (314) 965-0555
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Item 1. Changes in Control of Registrant
On November 12, 1999, Charter Communications Holding Company, LLC
("Charter Holdco"), managed by and 40.6 percent owned by Charter
Communications, Inc., acquired the Registrant's corporate general partner,
Enstar Communications Corporation, from Falcon Holding Group, L.P. in
connection with Charter Holdco's acquisition of partnership interests in
Falcon Communications, L.P. from Falcon Holding Group, L.P. and TCI Falcon
Holdings, LLC for an aggregate purchase price of approximately $3.6 billion
consisting of cash, membership units in Charter Holdco and $1.67 billion in
assumed debt. Prior to November 12, 1999, Enstar Communications Corporation
was a wholly-owned subsidiary of Falcon Holding Group, L.P. As of November
12, 1999, Enstar Communications Corporation became a wholly-owned subsidiary
of Charter Holdco. To the Registrant's knowledge, Charter Holdco does not own
any other securities of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.,
a Georgia limited partnership
By: Enstar Communications Corporation
General Partner
Date: November 29, 1999. By: /s/ KENT D. KALKWARF
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Kent D. Kalkwarf
Senior Vice President and
Chief Financial Officer