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): June 14, 2002
ENSTAR INCOME PROGRAM II-1, L.P.
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(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
000-14508 58-1628877
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(Commission File Number) (IRS Employer Identification No.)
c/o Enstar Communications Corporation
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12405 Powerscourt Drive, St. Louis, Missouri 63131
(Address of principal executive offices) (Zip Code)
(314) 965-0555
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Registrant's telephone number, including area code
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective June 14, 2002, the Sole Director of Enstar Income Program II-1, L.P.
(the "Partnership") dismissed Arthur Andersen LLP ("Arthur Andersen") as the
Partnership's independent public accountants and engaged KPMG LLP ("KPMG") to
serve as its independent public accountants for the fiscal year 2002.
Arthur Andersen's audit reports on the Partnership's financial statements for
each of the fiscal years ended December 31, 2001 and 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
During the Partnership's two fiscal years ended December 31, 2001 and 2000 and
the subsequent interim period through June 14, 2002, there were no disagreements
with Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to Arthur Andersen's satisfaction would have caused them to make
reference to the subject matter of the disagreement in connection with the audit
reports on the Partnership's financial statements for such years, and there were
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Partnership provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter,
dated June 14, 2002, stating its agreement with such statements.
In the years ended December 31, 2001 and 2000 and through June 14, 2002, the
Partnership did not consult KPMG with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Partnership's financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 14, 2002.*
* filed herewith
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.,
registrant
By: Enstar Communications Corporation,
its General Partner
By: /s/ Paul E. Martin
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Name: Paul E. Martin,
Title: Senior Vice President and Corporate
Controller (Principal Financial Officer and
Principal Accounting Officer)
Dated: June 14, 2002
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 14, 2002.