FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 10, 2002
ENSTAR INCOME PROGRAM II-1, L.P.
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
000-14508 58-1628877
(Commission File Number) (I.R.S. Employer Identification No.)
c/o Enstar Communications Corporation
12405 Powerscourt Drive, St. Louis, Missouri 63131
(Address of principal executive offices) (Zip Code)
(314) 965-0555
(registrant's telephone number, including area code)
Item 5. Other Events.
On April 10, 2002, Enstar Income Program II-1, L.P. (the "Partnership")
entered into an asset purchase agreement providing for the sale of all of the
Partnership's Illinois cable television systems to Charter Communications
Entertainment I, LLC, an affiliate of Enstar Communications Corporation (the
"Corporate General Partner") and an indirect subsidiary of Charter
Communications, Inc., for a total sale price of approximately $14,706,800 (the
"Charter Sale"). Closing of the Charter Sale is subject to closing sale price
adjustments, regulatory approvals, customary closing conditions and approval by
the limited partners of the sale transaction. In addition, the limited partners
must also approve an amendment to the Partnership Agreement to allow the sale of
assets to an affiliate of the Corporate General Partner. It is expected that
this sale will be consummated in the third quarter of 2002, although no
assurance is given regarding this matter. Proceeds from the sale will be used
primarily for transaction costs, dissolution expenses and distributions to
partners.
Prior to entering into the Charter Sale agreement, the Partnership was a
party to a multi-party asset sale agreement whereby the Partnership and five
other affiliated partnerships (which, together with the Partnership are
collectively referred to as the "Selling Partnerships") would sell all of their
assets used in the operation of their respective Illinois cable television
systems (the "Multi-Party Sale") to three affiliates of the Corporate General
Partner (referred to as the "Purchasers"). The Multi-Party Sale provided for a
total cash sale price of $63,000,000, with the total sale price being allocated
among the Selling Partnerships based on the number of customers served by each
of the Selling Partnerships' respective Illinois cable systems as of June 30,
2001 and each Selling Partnership receiving the same value per customer. The
Partnership's share of the purchase price was to be approximately $14,706,800.
Closing of the Multi-Party Sale was subject to closing sale price adjustments,
regulatory approvals, customary closing conditions and the approval by the
limited partners of the Selling Partnerships of the sale of their respective
Illinois cable systems. On April 10, 2002, the Purchasers and the Partnership
agreed to terminate the Partnership as a party to the Multi-Party Sale, and the
other Selling Partnerships and the Purchasers closed the transaction as to the
remaining assets covered by the Multi-Party Sale agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
2.1 Letter of Amendment, dated April 10, 2002, by and between
Charter Communications Entertainment I, LLC, Interlink
Communications Partners, LLC, and Rifkin Acquisitions
Partners, LLC and Enstar Income Program II-1, L.P., Enstar
Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD
Systems Venture, and Enstar Cable of Macoupin County. *
2.2 Asset Purchase Agreement, dated April 10, 2002, by and between
Charter Communications Entertainment I, LLC, and Enstar Income
Program II-1, L.P. *
* Exhibits attached
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 Program II-1, L.P.
By: Enstar Communications Corporation
its General Partner
By: /s/ Paul E. Martin
----------------------------------
Name: Paul E. Martin
Title: Vice President and Corporate
Controller
(Principal Financial Officer and
Principal Accounting Officer)
Dated: April 26, 2002