1 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): April 18, 2001 ENSTAR INCOME GROWTH PROGRAM FIVE-A L.P. (Exact Name Of Registrant As Specified In Its Charter) Georgia (State or other jurisdiction of incorporation) 0-16779 58-1712898 (Commission File Number) (I.R.S. Employer Identification No.) c/o Enstar Communications Corporation 12444 Powerscourt Drive, Suite 100, St. Louis, Missouri 63131 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 965-0555 2 Item 5. Other Events. As previously reported, Enstar Cable of Cumberland Valley, a general partnership (the "Joint Venture") in which Enstar Income Growth Program Five-A, L.P. (the "Partnership") owns a 50% interest, together with certain affiliates (collectively, the "Selling Partnerships"), entered into a purchase and sale agreement, dated as of August 8, 2000, as amended as of September 29, 2000 (the "Agreement"), with Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership ("Gans"). The Agreement provided for Gans to acquire the Joint Venture's Monticello, Kentucky cable system, as well as certain assets of the other Selling Partnerships. Following a series of discussion and meetings, the Partnership and Gans have determined that they will not be able to agree on certain further amendments to the Agreement that are required in order to satisfy conditions precedent to close the transaction. In light of this, present economic and financial market conditions, and their impact on Gans' inability to arrange financing in order to close the acquisition, on April 18, 2001 the parties agreed to terminate the Agreement. The Partnership's general partner will continue to operate the Partnership's cable television systems and will continue to investigate potential divestiture transactions for the benefit of its Unitholders. On December 7, 2000, the Partnership filed a Preliminary Consent Statement with the Securities and Exchange Commission, pursuant to which the Partnership's general partner would solicit consents from the limited partners to approve the Agreement. In light of the foregoing events, the Partnership has decided at this time to withdraw the Preliminary Consent Statement. 3 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-A, L.P. By: Enstar Communications Corporation, its General Partner By: /s/ RALPH KELLY Ralph Kelly, Senior Vice President and Treasurer Dated: April 30, 2001