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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 (Date of earliest event reported): July 14, 2000
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.
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(Exact name of Registrant as specified in its charter)
Georgia
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(State or other jurisdiction of incorporation)
0-16789 58-1581136
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(Commission File Number) (I.R.S. Employer Identification No.)
c/o Enstar Communications Corporation
12444 Powerscourt Drive, Suite 100, St. Louis, Missouri 63131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 965-0555
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Item 4. Changes in Registrant's Certifying Accountants.
(a) Previous Independent Accountants
On July 14, 2000, Enstar Income/Growth Program Five-B, L.P. (the
"Registrant") dismissed Ernst & Young LLP as the Registrant's independent
accountant.
The reports of Ernst & Young LLP on the financial statements for the
Registrant's two most recent fiscal years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The decision to change accountants was approved by the Board of
Directors of the corporate general partner of the Registrant.
During the Registrant's two most recent fiscal years and through July
14, 2000, there have been no disagreements with Ernst & Young LLP on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of Ernst & Young LLP would have caused them to make reference
thereto in their reports on the consolidated financial statements for such
periods.
During the Registrant's two most recent fiscal years and through July
14, 2000, there have been no reportable events (as defined in Regulation S-K
Item 304 (a)(1)(v)).
The Registrant has provided Ernst & Young LLP with a copy of the
disclosure it is making in response to Item 304(a) of Regulation S-K. Ernst &
Young LLP has furnished the Registrant with a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the statements made by
the Registrant and, if not, stating the respects in which it does not agree. A
copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Newly Engaged Independent Accountants.
On July 14, 2000, the Registrant engaged Arthur Andersen LLP as its new
independent accountant. During the Registrant's two most recent fiscal years and
through July 14, 2000, neither the Registrant nor anyone on its behalf consulted
Arthur Andersen LLP regarding (i) the application of accounting principles to
any transaction, either completed or proposed; or (ii) the type of audit opinion
that might be rendered by Arthur Andersen LLP on the Registrant's financial
statements.
(c) Exhibits. The following Exhibit is filed herewith:
Regulation S-K
Exhibit Number
16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission.
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SIGNATURE
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.
By: ENSTAR COMMUNICATIONS CORPORATION,
its General Partner
By:/s/ Ralph Kelly
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Ralph Kelly
Vice President and Treasurer
Dated: July 18, 2000
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EXHIBIT INDEX
Regulation S-K
Exhibit Number Description
16.1 Letter from Ernst & Young LLP to the Securities and
Exchange Commission.