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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Amendment No. 3
(Final Amendment)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
ENSTAR INCOME PROGRAM II-1, L.P.
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(Name of the Issuer)
ENSTAR INCOME PROGRAM II-1, L.P.
ENSTAR COMMUNICATIONS CORPORATION
CHARTER COMMUNICATIONS ENTERTAINMENT I, LLC
CHARTER COMMUNICATIONS ENTERTAINMENT, LLC
CHARTER COMMUNICATIONS OPERATING, LLC
CHARTER COMMUNICATIONS HOLDINGS, LLC
CHARTER COMMUNICATIONS HOLDING COMPANY, LLC
CHARTER COMMUNICATIONS, INC.
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(Name of Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of Class of Securities)
293978 201
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(CUSIP Number of Class of Securities)
Ralph G. Kelly George A. Greenslade, Esq.
Senior Vice President and Treasurer Brown Raysman Millstein Felder
Enstar Communications Corporation & Steiner LLP
12405 Powerscourt Drive 900 Third Avenue
St. Louis, Missouri 63131 New York, New York 10022
(314) 965-0555 (212) 895-2632
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(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-3(c) 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: [_]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
CALCULATION OF FILING FEE
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Transaction Value: $14,707,000 | Filing Fee: $1,353.05*
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* The filing fee was calculated pursuant to Exchange Act Rule 0-11(b) and
(c) by multiplying the estimated sale 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: $1,353.05
Form or Registration No.: Schedule 13E-3
Filing Parties: Enstar Income Program II-1, L.P.; Enstar Communications
Corporation; Charter Communications Entertainment I, LLC; Charter
Communications Entertainment, LLC; Charter Communications Operating,
LLC; Charter Communications Holdings, LLC; Charter Communications
Holding Company, LLC; Charter Communications, Inc.
Date Filed: July 22, 2002
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FINAL AMENDMENT TO SCHEDULE 13E-3
This Amendment No. 3 amends the Schedule 13E-3 of the filing
persons named herein with respect to the Sale and consent solicitation
described below.
The Schedule 13E-3 was filed with the Securities and Exchange
Commission by the filing persons in connection with the proposed sale (the
"Sale") of all of the cable television systems and related 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 and an affiliate of Enstar Communications Corporation, the corporate
general partner of the Partnership, and the related solicitation of the consents
of holders of units of limited partnership interests in the Partnership to (i)
the Sale, (ii) an amendment to the partnership agreement of the Partnership to
permit the Sale to an affiliate of the corporate general partner of the
Partnership and (iii) the subsequent dissolution, termination and liquidation of
the Partnership. The consents of holders of limited partnership interests in the
Partnership were solicited pursuant to a Consent Solicitation Statement dated
August 12, 2002.
This Amendment No. 3 constitutes the final amendment to Schedule
13E-3 and is being filed to report the results of the solicitation of the
consents of the holders of units of limited partnership interests in the
Partnership and the consummation of the Sale.
A majority of the holders of the outstanding units of limited
partnership interests of the Partnership approved each of the proposals set
forth in the Consent Solicitation Statement within the solicitation period
described therein and the Sale was consummated on September 30, 2002. The total
sale price for the assets was approximately $14,706,800.
After providing for expenses of the Sale, the corporate general partner
of the Partnership will make liquidating distributions to the holders of limited
partnership interests in the Partnership. The corporate general partner
anticipates that it will make the initial liquidating distribution approximately
60 days after the consummation of the Sale and the final liquidating
distribution no later than six months after the consummation of the Sale.
The Partnership will be dissolved and terminated after the final
liquidating distribution is made.
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SIGNATURES
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 8th day of October, 2002.
ENSTAR INCOME PROGRAM II-1, L.P.
By: Enstar Communications Corporation,
its general partner
By: /s/ Ralph G. Kelly
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Name: Ralph G. Kelly
Title: Senior Vice President and
Treasurer
ENSTAR COMMUNICATIONS
CORPORATION
By: /s/ Ralph G. Kelly
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Name: Ralph G. Kelly
Title: Senior Vice President and
Treasurer
CHARTER COMMUNICATIONS
ENTERTAINMENT I, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President
CHARTER COMMUNICATIONS
ENTERTAINMENT, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President
CHARTER COMMUNICATIONS
OPERATING, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President
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CHARTER COMMUNICATIONS
HOLDINGS, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President
CHARTER COMMUNICATIONS, INC.
By: /s/ Curtis S. Shaw
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Name: Curtis S. Shaw
Title: Senior Vice President
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