SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-3)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND RULE 13e-3 THEREUNDER
ENSTAR INCOME PROGRAM II-1, L.P.
(Name of the Issuer)
ENSTAR INCOME PROGRAM II-1, L.P.
ENSTAR COMMUNICATIONS CORPORATION
CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC
(Name of Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
293978 201
(CUSIP Number of Class of Securities)
RALPH G. KELLY LAURENCE W. FUTTERMAN, ESQ.
SENIOR VICE PRESIDENT & TREASURER BROWN RAYSMAN MILLSTEIN FELDER
ENSTAR COMMUNICATIONS CORPORATION & STEINER LLP
12405 POWERSCOURT DRIVE 805 THIRD AVENUE
ST. LOUIS, MISSOURI 63131 NEW YORK, NEW YORK 10022
(314) 965-0555 (212) 702-5700
(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3c under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
$14,707,000* $1,353.05
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
The filing fee was calculated pursuant to Exchange Act Rule 0-11(b) and
(c) by multiplying the contract purchase price of $14,707,000 by .000092.
[X] Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this
"Statement" or this "Schedule 13E-3") is being filed with the Securities and
Exchange Commission in connection with the proposed sale of substantially all of
the assets of Enstar Income Program II-1, L.P., a Georgia limited partnership
(the "Partnership") to Charter Communications Entertainment I, LLC, a Delaware
limited liability company ("CCE-I"), which is an affiliate of the Partnership. A
Preliminary Consent Solicitation Statement on Schedule 14A (the "Consent
Solicitation Statement"), together with the form of Consent Card (the "Consent
Card") relating to the solicitation of written consents of the Partnership's
limited partners with respect to the proposed sale is being filed with the
Securities and Exchange Commission contemporaneously herewith.
The following Cross Reference Sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location in the Consent
Solicitation Statement of the information required to be included in response to
the items of this Statement. The information in the Consent Solicitation
Statement is hereby expressly incorporated herein by reference in answer to the
items in this Statement, and the Cross Reference Sheet set forth below shows the
location in the Consent Solicitation Statement of the information required to be
included in response to the items of this Statement. Capitalized terms used
herein and not otherwise defined shall have the meanings given to such terms in
the Consent Solicitation Statement. The Consent Solicitation Statement will be
completed and, if applicable, amended, prior to the time it is first sent or
given to the limited partners of the Partnership. This Statement will be amended
to reflect such completion or amendment of the Consent Solicitation Statement.
--------------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Consent Solicitation Statement on Schedule 14A
of
Enstar Income Program II-1, L.P.
(see following pages 4-11 for Cross Reference Sheet)
3
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
SCHEDULE 13E-3
ITEM NUMBER AND CAPTION LOCATION IN THE CONSENT SOLICITATION STATEMENT
- ----------------------- ----------------------------------------------
Item 1 SUMMARY TERM SHEET LIQUIDATION PLAN SUMMARY
Item 2 SUBJECT COMPANY INFORMATION
(Corresponding subsections of item 1002
of Regulation M-A):
(a) Name and Address NOTICE OF CONSENT SOLICITATION; INTRODUCTION; WHO CAN HELP
ANSWER YOUR QUESTIONS
(b) Securities INTRODUCTION; VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF; VOTING PROCEDURES
(c) Trading Market and Price NO ESTABLISHED MARKET PRICES FOR PARTNERSHIP UNITS
(d) Dividends DISTRIBUTIONS TO UNITHOLDERS
(e) Prior Public Offerings Not applicable.
(f) Prior Stock Purchases Not applicable.
Item 3 IDENTITY AND BACKGROUND OF FILING PERSONS
(Corresponding subsections of
item 1003 of Regulation M-A):
(a) Name and Address NOTICE OF CONSENT SOLICITATION; INTRODUCTION; WHO CAN
HELP ANSWER YOUR QUESTIONS; SPECIAL FACTORS -- General;
IDENTITY AND BACKGROUND OF CERTAIN PERSONS -- Enstar
Communications Corporation, -- Charter Communications,
Inc., -- The Purchasers
4
(b) Business and Background of Entities IDENTITY AND BACKGROUND OF CERTAIN PERSONS -- Enstar
Communications Corporation, -- Charter Communications,
Inc., - The Purchasers
(c) Business and Background of Natural Persons IDENTITY AND BACKGROUND OF CERTAIN PERSONS -- Enstar
Communications Corporation, Charter Communications, Inc.,
-- The Purchasers
Item 4 TERMS OF THE TRANSACTION
(Corresponding subsections of item 1004
of Regulation M-A):
(a) Material Terms LIQUIDATION PLAN SUMMARY; SPECIAL
FACTORS -- The Purchase Agreement, -- Closing
of the Charter Sale, -- Description of Assets,
-- Use of Proceeds and Cash Distributions, --
Amendment of the Partnership Agreement,
-- Liquidation
(c) Different Terms Not applicable.
(d) Appraisal Rights SPECIAL FACTORS -- No Appraisal Rights
(e) Provisions for Unaffiliated Security Holders No provisions made.
(f) Eligibility for Listing or Trading Not applicable.
Item 5 PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS
AND AGREEMENTS
(Corresponding subsections of item 1005
of Regulation M-A):
(a) Transactions SPECIAL FACTORS - Conflicts of Interest, -- Related
Party Transactions
(b) Significant Corporate Events QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN;
SPECIAL FACTORS -- Fairness of the Transaction -- Sale
Process
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(c) Negotiations or Contacts QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN;
SPECIAL FACTORS -- Fairness of the Transaction -- Sale
Process
(d) Conflicts of Interest QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN -- What
benefits will Enstar Communications, the General Partner,
receive if the Liquidation Plan is completed?, -- Since it
is affiliated with the Purchasers, what conflicts of
interest does Enstar Communications have in recommending
approval of the Liquidation Plan?; SPECIAL FACTORS -
Conflicts of Interest, -- Related Party Transactions
(e) Agreements Involving the Subject Company's Other than the Consent Card, none.
Securities
Item 6 PURPOSES OF TRANSACTION AND PLANS OR
PROPOSALS
(Corresponding subsections of item 1006
of Regulation M-A):
(b) Use of Securities Acquired Not applicable.
(c) Plans LIQUIDATION PLAN SUMMARY -- The Charter Sale, -- Amendment
of the Partnership Agreement, -- Distribution of Sale
Proceeds and Liquidation of the Partnership; QUESTIONS AND
ANSWERS ABOUT THE LIQUIDATION PLAN, -- Why is the sale of
Enstar II-1's System being proposed?, -- Why is Enstar
Communications proposing to sell Enstar II-1's System to an
affiliate?, -- Why is Enstar II-1 dissolving?; SPECIAL
FACTORS -- Background, Purpose and Reasons for the Charter
Sale, -- The Purchase Agreement, -- Closing of the Charter
Sale, -- Description of Assets, -- Use of Proceeds and Cash
Distributions, -- Amendment of the Partnership Agreement, --
Liquidation
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Item 7 PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(Corresponding subsections of
item 1013 of Regulation M-A):
(a) and (c) Purposes and Reasons INTRODUCTION; LIQUIDATION PLAN SUMMARY - Reasons for
Selling the System, -- Reasons for Selling the System to
CCE-1, -- The Charter Sale, -- Amendment of the Partnership
Agreement; QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN
-- Why is the sale of Enstar II-1's System being proposed?,
-- Why must the Partnership Agreement be amended?; SPECIAL
FACTORS -- Background, Purpose and Reasons for the Charter
Sale, -- Recommendation of the General Partner and CCE-1
(b) Alternatives LIQUIDATION PLAN SUMMARY -- Reasons for Selling the System --
High Cost of Upgrades; Alternative to Liquidation Plan Not
Prudent; SPECIAL FACTORS -- Background, Purpose and Reasons for
the Charter Sale -- Reasons - Alternatives to Liquidation Plan Not
Prudent
(d) Effects LIQUIDATION PLAN SUMMARY - Amendment of the Partnership
Agreement, -- Distribution of Sale Proceeds and Liquidation
of the Partnership; QUESTIONS AND ANSWERS ABOUT THE
LIQUIDATION PLAN -- Why must the Partnership Agreement be
amended?, -- Why is Enstar II-1 dissolving?, -- What will I
receive as a result of the Liquidation Plan?, -- What
benefits will Enstar Communications, the General Partner,
receive if the Liquidation Plan is completed?, -- What are
the benefits to CCE-1 of completing the Charter Sale?, --
What are the disadvantages to Enstar II-1, the Unitholders
and CCE-1 of completing the Liquidation Plan?, -- What are
the consequences to Enstar II-1, the Unitholders and CCE-1
if the Liquidation Plan is not consummated?, -- What will my
total distribution be if the Liquidation Plan is approved?
If it is not approved?, -- Will I owe any federal income
taxes as a result of the Charter
7
Sale and the Liquidation Plan?; SELECTED PRO FORMA FINANCIAL
INFORMATION; SPECIAL FACTORS - Background, Purpose and Reasons
for the Charter Sale, -- Effects of the Transaction, --
Conflicts of Interest, -- Related Party Transactions, -- Use of
Proceeds and Cash Distributions, -- Disadvantages of the Liquidation
Plan, -- Consequences of Failure to Approve Liquidation
Plan, -- Amendment of the Partnership Agreement, --
Liquidation, -- Federal Income Tax Consequences of the
Liquidation Plan
Item 8 FAIRNESS OF THE TRANSACTION
(Corresponding subsections of item
1014 of Regulation M-A):
(a) Fairness LIQUIDATION PLAN SUMMARY -- Fairness of the Sale Price;
QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN -- How did
Enstar Communications determine that the sale price is
fair?; SPECIAL FACTORS - Fairness of the Transaction, --
Recommendation of the General Partner and CCE-1, --
Conflicts of Interest; VOTING PROCEDURES
(b) Factors Considered in Determining Fairness SPECIAL FACTORS - Fairness of the Transaction, -
Recommendation of the General Partner and CCE-1
(c) Approval of Security Holders LIQUIDATION PLAN SUMMARY - Required Vote; SPECIAL FACTORS -
Fairness of the Transaction - Sale Process - Consent
Procedures and Procedural Safeguards; VOTING PROCEDURES
(d) Unaffiliated Representative SPECIAL FACTORS - Conflicts of Interest
(e) Approval of Directors SPECIAL FACTORS - Recommendation of the General Partner and
CCE-1
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(f) Other Offers LIQUIDATION PLAN SUMMARY - Fairness of the Sale Price;
QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN - How did
Enstar Communications determine that the sale price is
fair?; SPECIAL FACTORS - Fairness of the Transaction - Sale
Process, -- Fairness of the Transaction -- Fairness of the
Sale Price - Current Market Prices and Unsolicited Offers
for Units, -- Recommendation of the General Partner and
CCE-1
Item 9 REPORTS, OPINIONS, APPRAISALS AND
NEGOTIATIONS
(Corresponding subsections of item 1015
of Regulation M-A):
(a) Report, Opinion or Approval SPECIAL FACTORS -- Fairness of the Transaction --
Fairness of the Sale Price -- Current Market
Prices and Unsolicited Offers for Units, --
Fairness of the Transaction -- Appraisals and
Opinions, -- Fairness of the Transaction --
Discounted Cash Flow Value; Going Concern Value
(b) Preparer and Summary of the Report, Opinion or Not applicable.
Appraisal
(c) Availability of Documents Not applicable.
Item 10 SOURCE AND AMOUNTS OF FUNDS OR OTHER
CONSIDERATION
(Corresponding subsections of item 1007
of Regulation M-A):
(a) Source of Funds SPECIAL FACTORS - Source of Funds
(b) Conditions SPECIAL FACTORS - Source of Funds
(c) Expenses SPECIAL FACTORS - Use of Proceeds and Cash Distributions
(d) Borrowed Funds SPECIAL FACTORS - Source of Funds
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Item 11 INTEREST IN SECURITIES OF THE SUBJECT
COMPANY
(Corresponding subsections of item 1008
of Regulation M-A):
(a) Securities Ownership VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
(b) Securities Transactions VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Item 12 THE SOLICITATION OR RECOMMENDATION
(Corresponding subsections of item 1012 of
Regulation M-A):
(d) Intent to Tender or Vote in a Going-Private SPECIAL FACTORS - Recommendation of the General Partner and
Transaction CCE-1
(e) Recommendations of Others SPECIAL FACTORS - Recommendation of the General Partner and
CCE-1
Item 13 FINANCIAL STATEMENTS
(Corresponding subsections of item 1010 of
Regulation M-A):
(a) Financial Information Exhibits D and E to the Consent Solicitation Statement
(b) Pro Forma Information SELECTED PRO FORMA FINANCIAL INFORMATION
Item 14 PERSONS/ASSETS RETAINED, EMPLOYED,
COMPENSATED OR USED
(Corresponding subsections of item 1009
of Regulation M-A):
(a) Solicitations or Recommendations INTRODUCTION
(b) Employees and Corporate Assets INTRODUCTION
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Item 15 ADDITIONAL INFORMATION
(Corresponding subsections of item 1011(b)
of Regulation M-A):
(b) Notice of Consent Solicitation; Consent Card and Consent
Solicitation Statement.
Item 16 MATERIAL TO BE FILED AS EXHIBITS
(Corresponding subsections of item 1016 of
Regulation M-A):
(a) Letter to Limited Partners; Notice of Consent Solicitation;
the Consent Solicitation Statement (with exhibits)*
(b) Credit Agreement, dated as of March 8, 1999, as Amended and
Restated as of January 3, 2002, among Charter
Communications Operating, LLC, as borrower, Charter
Communications Holdings, LLC, as guarantor, Fleet National
Bank and Credit Lyonnais New York Branch, as documentation
agents, TD Securities (USA) Inc., as syndication agent, and
Bank of America, N.A. and JPMorgan Chase Bank, as
administrative agents**
(c) Not applicable.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
- ------------------------------
* Filed concurrently herewith.
** Filed concurrently herewith as Exhibit F to the Consent Solicitation
Statement.
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For purposes of the following responses to this Schedule
13E-3, cross reference will be made to the Consent Solicitation Statement and to
information contained in specified sections thereof.
References herein to "Items 1000 through 1016" correspond to
such numbered item of Regulation M-A.
ITEM 1. SUMMARY TERM SHEET
In response to Item 1001, the Liquidation Plan is summarized
in the Consent Solicitation Statement. See "Liquidation Plan Summary" therein.
This information is incorporated by reference pursuant to General Instruction
"G" to Schedule 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION
In response to the following subsections of Item 1002:
(a) The name of the subject company is Enstar Income Program
II-1, L.P. Its principal executive offices are located at 12405 Powerscourt
Drive, St. Louis, Missouri 63131. The telephone number of its principal
executive offices is (314) 965-0555 or (314) 543-2389. This information is also
contained in the Consent Solicitation Statement. See "Notice of Consent
Solicitation;" "Introduction;" and "Who Can Help Answer Your Questions" therein.
This information is incorporated by reference pursuant to General Instruction
"G" to Schedule 13E-3.
(b) The exact title of the subject security is "Units of
Limited Partnership Interest," referred to in this Schedule 13E-3 as "Units." As
of December 31, 2001, there were 29,936 Units outstanding.
(c) Currently, there is no established trading market for the
Units. See "No Established Market Prices For Partnership Units" in the Consent
Solicitation Statement. This information is incorporated by reference pursuant
to General Instruction "g" to Schedule 13E-3.
(d) The distributions made by the Partnership to its limited
partners during the last two years are set forth in the Consent Solicitation
Statement. See "Distributions to Unitholders" therein. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(e) Not applicable.
(f) Not applicable.
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ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS
In response to the following subsections of Item 1003:
(a) - (c) This Schedule 13E-3 is filed by the Partnership,
Enstar Communications Corporation ("Enstar Communications") and Charter
Communications Entertainment I, LLC ("CCE-1").
The Partnership is a Georgia limited partnership and,
therefore, has no directors. Its sole general partner is Enstar Communications,
a Georgia corporation. CCE-1, the proposed purchaser in the subject, proposed
transaction, is a Delaware limited liability company, the sole member of which
is Charter Communications Entertainment, LLC, a Delaware limited liability
company. Each of Enstar Communications, CCE-1 and Charter Communications
Entertainment, LLC, is an indirect subsidiary of Charter Communications, Inc., a
Delaware corporation. The office address and business telephone number of each
of the above-mentioned entities is 12405 Powerscourt Drive, St. Louis, Missouri
63131, telephone (314) 965-0555 or (314) 543-2389. The principal business of
each of the foregoing entities is the ownership and operation of cable
television systems.
The names and backgrounds of each of the officers and (as the
case may be) directors of each of the foregoing entities is contained in the
Consent Solicitation Statement. See "Identity and Background of Certain Persons
- -- Enstar Communications Corporation, -- Charter Communications, Inc., -- The
Purchasers" therein. This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3. The business address and business
telephone number of each such individual is 12405 Powerscourt Drive, St. Louis,
Missouri 63131, telephone (314) 965-0555 or (314) 543-2389.
None of the filing persons and none of the other, foregoing,
entities or individuals has, during the past 10 years:
(i) been convicted in a criminal proceeding; or
(ii) been involved in any civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws.
Each of the foregoing individuals is a U.S. citizen.
ITEM 4. TERMS OF THE TRANSACTION
In response to the following subsections of Item 1004:
(a) See "Liquidation Plan Summary;" "Special Factors -- the
Purchase Agreement, -- Closing of the Charter Sale, -- Description of Assets, --
Use of Proceeds and Cash Distributions, -- Amendment of Partnership Agreement,
and -- Liquidation" in the Consent Solicitation Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
13
(c) Not applicable.
(d) See "Special Factors -- No Appraisal Rights" in the
Consent Solicitation Statement. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3.
(e) No special provisions have been made to grant unaffiliated
securityholders access to the corporate files of the filing persons or to obtain
counsel or appraisal services at the expense of the filing persons.
(f) Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
In response to the following subsections of Item 1005:
(a)(1) See "Special Factors -- Conflicts of Interest, --
Related Party Transactions" in the Consent Solicitation Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
(a)(2) No contacts, transactions or negotiations have occurred
which would be subject to Item 1005(a)(2), except the proposed sale and
liquidation described in the Consent Solicitation Statement. See "Liquidation
Plan Summary;" and "Special Factors -- The Purchase Agreement, -- Closing of the
Charter Sale, -- Description of Assets, -- Use of Proceeds and Cash
Distributions, -- Amendment of the Partnerships Agreement, and -- Liquidation"
in the Consent Solicitation Statement. This information is incorporated by
reference pursuant to General Instruction "G" to Schedule 13E-3.
(b) No contacts, transactions or negotiations have occurred
which would be subject to Item 1005(b), except the proposed sale and liquidation
described in the Consent Solicitation Statement and the prior, abandoned,
proposed sale and liquidation that also is described in the Consent Solicitation
Statement. See "Liquidation Plan Summary ;" "Questions and Answers About the
Liquidation Plan;" and "Special Factors -- Fairness of the Transaction -- Sale
Process, -- The Purchase Agreement, -- Closing of the Charter Sale, --
Description of Assets, -- Use of Proceeds and Cash Distributions, -- Amendment
of the Partnership Agreement, and -- Liquidation" in the Consent Solicitation
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(c) See "Questions and Answers About the Liquidation Plan;"
and "Special Factors -- Fairness of the Transaction -- Sale Process" in the
Consent Solicitation Statement. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3.
(d) See "Questions and Answers About the Liquidation Plan --
What benefits will Enstar Communications, the General Partner, receive if the
Liquidation Plan is completed, -- Since it is affiliated in the Purchasers,
what conflicts of interest does Enstar Communications have in recommending
approval of the Liquidation Plan?;" and "Special Factors -- Conflicts of
Interest, and -- Related Party Transactions" in the Consent Solicitation
14
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(e) Other than the Consent Card, none.
ITEM 6. PURPOSES OF TRANSACTION AND PLANS OR PROPOSALS
In response to the following subsections of Item 1006:
(b) Not applicable.
(c) In general, and specifically with respect to Item
1006(c)(1) and (c)(2), see "Liquidation Plan Summary -- the Charter Sale, --
Amendment of the Partnership Agreement, and -- Distribution of Sale Proceeds and
Liquidation of the Partnership;" "Questions and Answers About the Liquidation
Plan, -- Why is the sale of Enstar II-1's System being proposed?, -- Why is
Enstar Communications proposing to sell Enstar II-1's System to an affiliate?,
and -- Why is Enstar II-1 dissolving?;" and "Special Factors -- Background,
Purpose and Reasons for the Charter Sale, -- The Purchase Agreement, -- Closing
of the Charter Sale, -- Description of Assets, -- Use of Proceeds and Cash
Distributions, -- Amendment of the Partnership Agreement, and -- Liquidation" in
the Consent Solicitation Statement. This information is incorporated by
reference pursuant to General Instruction "G" to Schedule 13E-3.
(c)(3) Upon completion of the Liquidation Plan and payment of
the last liquidating distribution to the Partnership's Unitholders, all further
distribution payments to the Partnership's securityholders will cease. See
"Special Factors -- Effects of the Transaction -- On Enstar II-1, and -- On the
Unitholders, and Special Factors -- Liquidation;" and "Distributions to
Unitholders" in the Consent Solicitation Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(c)(4) Upon completion of the Liquidation Plan the Partnership
will be liquidated, dissolved and terminated as a legal entity. Consequently, it
will no longer have any management.
(c)(5) See response to (c)(4), above.
(c)(6) Not applicable.
(c)(7) Upon the liquidation, dissolution and termination of
the Partnership, the Units will become eligible for termination of registration
under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the
"Act").
(c)(8) Upon the liquidation, dissolution and termination of
the Partnership, the Partnership will no longer be obligated to file reports
pursuant to Section 15(d) of the Act. See "Special Factors -- Effects of the
Transaction -- On Enstar I-1" in the Consent Solicitation Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
15
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
In response to the following subsections of Item 1013:
(a) and (c) See "Introduction;" "Liquidation Plan Summary --
Reasons for Selling the System, -- Reasons for Selling the System to CCE-1, --
The Charter Sale, and -- Amendment of the Partnership Agreement;" "Questions and
Answers About the Liquidation Plan -- Why is the sale of Enstar II-1's System
being proposed?, and -- Why must the Partnership Agreement be amended?;" and
"Special Factors -- Background, Purpose and Reasons for the Charter Sale, and --
Recommendation of the General Partner and CCE-1" in the Consent Solicitation
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(b) See "Liquidation Plan Summary -- Reasons for Selling the
System -- High Cost of Upgrades; Alternative to Liquidation Plan Not Prudent;"
and "Special Factors -- Background, Purpose and Reasons for the Charter Sale --
Reasons -- Alternatives to Liquidation Plan Not Prudent" in the Consent
Solicitation Statement. This information is incorporated by reference pursuant
to General Instruction "G" to Schedule 13E-3.
(d) See "Liquidation Plan Summary -- Amendment of the
Partnership Agreement, -- Distribution of Sale Proceeds and Liquidation of the
Partnership;" "Questions and Answers About the Liquidation Plan -- Why must the
Partnership Agreement be amended?, -- Why is Enstar II-1 dissolving?, -- What
will I receive as a result of the Liquidation Plan?, -- What benefits will
Enstar Communications, the General Partner, receive if the Liquidation Plan is
completed?, -- What are the benefits to CCE-1 of completing the Charter Sale?,
- -- What are the disadvantages to Enstar II-1, the Unitholders and CCE-1 of
completing the Liquidation Plan?, -- What are the consequences to Enstar II-1,
the Unitholders and CCE-1 if the Liquidation Plan is not consummated?, -- What
will my total distribution be if the Liquidation Plan is approved? If it is not
approved?, and -- Will I owe any federal income taxes as a result of the Charter
Sale and the Liquidation Plan?;" "Selected Pro Forma Financial Information;" and
"Special Factors -- Background, Purpose and Reasons for the Charter Sale, --
Effects of the Transaction, -- Conflicts of Interest, -- Related Party
Transactions, -- Use of Proceeds and Cash Distributions, -- Disadvantages of the
Liquidation Plan, -- Consequences of Failure to Approve Liquidation Plan, --
Amendment of the Partnership Agreement, -- Liquidation, and -- Federal Income
Tax Consequences of the Liquidation Plan" in the Consent Solicitation Statement.
This information is incorporated by reference pursuant to General Instruction
"G" to Schedule 13E-3.
ITEM 8. FAIRNESS OF THE TRANSACTION
In response to the following subsections of Item 1014:
(a) See "Liquidation Plan Summary -- Fairness of the Sale
Price;" "Questions and Answers About the Liquidation Plan -- How did Enstar
Communications determine that the sale price is fair?;" "Special Factors --
Fairness of the Transaction, -- Recommendation of the General Partner and
CCE-1;" and "Voting Procedures" in the Consent Solicitation Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
16
(b) See "Special Factors -- Fairness of the Transaction, --
Recommendation of the General Partner and CCE-1" in the Consent Solicitation
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(c) The affirmative vote of limited partners holding a
majority of the outstanding Units on the Record Date is required to approve the
Liquidation Plan. To the filing persons' knowledge, none of the limited partners
is an affiliate of any filing person, any officer of any filing person, or any
affiliate of any filing person. See "Liquidation Plan Summary -- Required Vote;"
"Special Factors -- Fairness of the Transaction -- Sale Process -- Consent
Procedures and Procedural Safeguards;" and "Voting Procedures" in the Consent
Solicitation Statement. This information is incorporated by reference pursuant
to General Instruction "G" to Schedule 13E-3.
(d) See "Special Factors -- Fairness of the Transaction --
Sale Process -- Consent Procedures and Procedural Safeguards;" and "Voting
Procedures" in the Consent Solicitation Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(e) The Liquidation Plan has received the approval of the
General Partner. See "Special Factors -- Recommendation of the General Partner
and CCE-1" in the Consent Solicitation Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
(f) See "Liquidation Plan Summary -- Fairness of the Sale
Price;" "Questions and Answers About the Liquidation Plan -- How did Enstar
Communications determine that the sale price is fair?;" and "Special Factors --
Fairness of the Transaction -- Sale Process, -- Fairness of the Transaction --
Fairness of the Sale Price -- Current Market Prices and Unsolicited offers for
Units, -- Recommendation of the General Partner and CCE-1" in the Consent
Solicitation Statement. This information is incorporated by reference pursuant
to General Instruction "G" to Schedule 13E-3.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
In response to the following subsections of Item 1015:
(a) The Partnership did not receive any reports, opinions or
appraisals from any outside party that are materially related to the Liquidation
Plan. See "Special Factors -- Fairness of the Transaction -- Fairness of the
Sale Price -- Current Market Prices and Unsolicited Offers for Units, --
Fairness of the Transaction -- Appraisals and Opinions, and -- Fairness of the
Transaction -- Discounted Cash Flow Value; Going Concern Value" in the Consent
Solicitation Statement. This information is incorporated by reference pursuant
to General Instruction "G" to Schedule 13E-3.
(b) Not applicable.
(c) Not applicable.
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ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
In response to the following subsections of Item 1007:
(a), (b) and (d) See "Special Factors -- Source of Funds" in
the Consent Solicitation Statement. This information is incorporated by
reference pursuant to General Instruction "G" to Schedule 13E-3.
(c) See "Special Factors -- Use of Proceeds and Cash
Distributions" in the Consent Solicitation Statement. This information is
incorporated by reference pursuant to General Instruction "G" to Schedule 13E-3.
ITEM 11. INTEREST IN SECURITIES OF SUBJECT COMPANY
In response to the following subsections of Item 1008:
(a) and (b) See "Voting Securities and Principal Holders
Thereof" in the Consent Solicitation Statement. This information is incorporated
by reference pursuant to General Instruction "G" to Schedule 13E-3.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
In response to the following subsections of Item 1012:
(d) and (e) See "Special Factors -- Recommendation of the
General Partner and CCE-1" in the Consent Solicitation Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
ITEM 13. FINANCIAL STATEMENTS
In response to the following subsections of Item 1010:
(a) See Exhibits D and E to the Consent Solicitation
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
(b) See "Selected Pro Forma Financial Information" in the
Consent Solicitation Statement. This information is incorporated by reference
pursuant to General Instruction "G" to Schedule 13E-3.
ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
In response to the following subsections of Item 1009:
(a) and (b) See "Introduction" in the Consent Solicitation
Statement. This information is incorporated by reference pursuant to General
Instruction "G" to Schedule 13E-3.
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ITEM 15. ADDITIONAL INFORMATION
In response to Item 1011(b), see Notice of Consent
Solicitation, Consent Card and Consent Solicitation Statement. This information
is incorporated by reference pursuant to General Instruction "G" to Schedule
13E-3.
ITEM 16. MATERIAL TO BE FILED AS EXHIBITS
In response to the following subsections of Item 1016:
(a) See Letter to Limited Partners, Notice of Consent
Solicitation, Consent Card and the Consent Solicitation Statement (together with
all exhibits thereto). This information is incorporated by reference pursuant to
General Instruction "G" to Schedule 13E-3.
(b) See Exhibit F to the Consent Solicitation Statement. This
information is incorporated by reference pursuant to General Instruction "G" to
Schedule 13E-3.
(c) Not applicable.
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
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After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct as of the 5th day of April, 2002.
ENSTAR INCOME PROGRAM II-1, L.P.
By: Enstar Communications Corporation,
its general partner
By: /s/ Ralph G. Kelly
-------------------------------
Ralph G. Kelly
Senior Vice President
ENSTAR COMMUNICATIONS CORPORATION
By: /s/ Ralph G. Kelly
----------------------------------------
Ralph G. Kelly
Senior Vice President
CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC
By: /s/ Curtis S. Shaw
----------------------------------------
Name: Curtis S. Shaw
Title: Senior Vice President
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