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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: June 8, 1998
(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
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(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
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(Address of principal executive offices, including zip code)
(310) 824-9990
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(Registrant's phone number, including area code)
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Item 5. Other Events
On May 30, 1998, Sierra Fund 4, L.L.C. disseminated a letter
stating its interest in acquiring up to 4.9% of the outstanding
units of limited partnership interests in Enstar Income/Growth
Program Five-B, L.P. (the "Registrant") for a price of $60 per
unit. This offer was made without the consent or involvement of
the Registrant's Corporate General Partner. The Corporate General
Partner has considered the 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 Corporate General Partner's bases therefor were conveyed
to limited partners in a letter dated June 8, 1998 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; other potential conflicts of interest
involving the Corporate General Partner and its affiliate; 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 June 8, 1998.
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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
Date: June 8, 1998. By: /s/ Michael K. Menerey
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Michael K. Menerey
Executive Vice President,
Chief Financial Officer and
Secretary
Sequentially
Numbered
Exhibit Description Page
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5.1 Letter to Limited 5
Partners dated
June 8, 1998