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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: December 10, 1998
(Date of earliest event reported)
ENSTAR INCOME PROGRAM II-1, L.P.,
a Georgia limited partnership
(Exact name of registrant as specified in its charter)
Georgia Commission File: 58-1628877
(State or other jurisdiction 0-14508 (I.R.S. Employer
of incorporation or organization) identification No.)
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 November 23, 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 Program II-1, L.P. (the "Registrant") for a price of $200
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 December 10,
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 December 10, 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 Program II-1, L.P.
a Georgia limited partnership
Date: December 10, 1998. By: /s/ Michael K. Menerey
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Michael K. Menerey
Executive Vice President,
Chief Financial Officer and
Secretary
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Sequentially
Numbered
Exhibit Description Page
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5.1 Letter to Limited 5
Partners dated
December 10, 1998
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