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: July 22, 1997
(Date of earliest event reported)
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.,
a Georgia limited partnership
(Exact name of registrant as specified in its charter)
Georgia Commission File: 58-1713008
(State or other jurisdiction 0-16789 (I.R.S. Employer
of incorporation or identification No.)
organization)
10900 Wilshire Boulevard, 15th Floor
Los Angeles, California 90024
(Address of principal executive offices, including zip code)
(310) 824-9990
(Registrant's phone number, including area code)
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Item 5. Other Events
On or about July 11, 1997, Madison Partnership Liquidity Investors 36,
L.L.C. disseminated a letter stating its interest in acquiring up to 2,931
units of limited partnership interests in Enstar Income/Growth Program
Five-B, L.P. (the "Registrant") for a price of $55 per unit, less certain
transaction costs. This offer was made without the consent or involvement
of the Registrant's Corporate General Partner. The Corporate General
Partner has considered this offer, concluded that it is inadequate and,
accordingly, recommended that limited partners not accept the offer.
Pursuant to Rule 14e- 2 promulgated under the Securities Exchange Act of
1934, as amended, this recommendation and the General Partner's bases
therefor were conveyed to limited partners in a letter dated July 22, 1997
which is filed as an exhibit hereto and incorporated herein by this
reference.
FORWARD-LOOKING STATEMENTS CONTAINED OR REFERRED TO IN THIS REPORT ARE
MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INVESTORS ARE CAUTIONED THAT
SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INCLUDING,
WITHOUT LIMITATION, THE EFFECTS OF LEGISLATIVE AND REGULATORY CHANGES; THE
POTENTIAL OF INCREASED LEVELS OF COMPETITION FOR THE PARTNERSHIP;
TECHNOLOGICAL CHANGES; THE PARTNERSHIP'S DEPENDENCE UPON THIRD-PARTY
PROGRAMMING; THE ABSENCE OF UNITHOLDER PARTICIPATION IN THE GOVERNANCE AND
MANAGEMENT OF THE PARTNERSHIP; THE MANAGEMENT FEES PAYABLE TO THE CORPORATE
GENERAL PARTNER; THE EXONERATION AND INDEMNIFICATION PROVISIONS CONTAINED
IN THE PARTNERSHIP AGREEMENT RELATING TO THE CORPORATE GENERAL PARTNER; AND
OTHER POTENTIAL CONFLICTS OF INTEREST INVOLVING THE CORPORATE GENERAL
PARTNER AND ITS AFFILIATES; AND OTHER RISKS DETAILED FROM TIME TO TIME IN
THE PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K AND OTHER PERIODIC REPORTS
FILED WITH THE COMMISSION.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits
(c) Exhibits
5.1 Letter to Limited Partners dated July 22, 1997.
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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: July 22, 1997. By: /s/ Michael K. Menerey
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Michael K. Menerey
Chief Financial Officer
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Sequentially
Numbered
Exhibit Description Page
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5.1 Letter to Limited 5
Partners dated
July 22, 1997
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