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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: November 11, 1996
(Date of earliest event reported)
ENSTAR INCOME/GROWTH PROGRAM FIVE-B, L.P.,
A GEORGIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
GEORGIA COMMISSION FILE: 58-1713008
(State or other jurisdiction 0-16789 (I.R.S. Employer
of incorporation or organization) Identification No.)
10900 WILSHIRE BOULEVARD, 15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(310) 824-9990
(Registrant's phone number, including area code)
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ITEM 5. OTHER EVENTS
On or about October 31, 1996, Everest Cable Investors,
L.L.C. disseminated a letter stating its interest in acquiring up
to 2,931 units of limited partnership interests in Enstar
Income/Growth Program Five-B, L.P. (the "Registrant") for a price
of $37 per unit, less certain transaction costs. This offer was
made without the consent or involvement of the Registrant's
Corporate General Partner. The Corporate General Partner has
considered this offer, concluded that it is inadequate and,
accordingly, recommended that limited partners not accept the
offer. Pursuant to Rule 14e-2 promulgated under the Securities
Exchange Act of 1934, as amended, this recommendation and the
Corporate General Partner's bases therefor were conveyed to limited
partners in a letter dated November 11, 1996 which is filed as an
exhibit hereto and incorporated herein by this reference.
FORWARD-LOOKING STATEMENTS CONTAINED OR REFERRED TO IN THIS
REPORT ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INVESTORS
ARE CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS
AND UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, THE EFFECTS OF
LEGISLATIVE AND REGULATORY CHANGES; THE POTENTIAL OF INCREASED
LEVELS OF COMPETITION FOR THE PARTNERSHIP; TECHNOLOGICAL CHANGES;
THE PARTNERSHIP'S DEPENDENCE UPON THIRD-PARTY PROGRAMMING; THE
ABSENCE OF UNITHOLDER PARTICIPATION IN THE GOVERNANCE AND
MANAGEMENT OF THE PARTNERSHIP; THE MANAGEMENT FEES PAYABLE TO THE
CORPORATE GENERAL PARTNER; THE EXONERATION AND INDEMNIFICATION
PROVISIONS CONTAINED IN THE PARTNERSHIP AGREEMENT RELATING TO THE
CORPORATE GENERAL PARTNER; AND OTHER POTENTIAL CONFLICTS OF
INTEREST INVOLVING THE CORPORATE GENERAL PARTNER AND ITS
AFFILIATES; AND OTHER RISKS DETAILED FROM TIME TO TIME IN THE
PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K AND OTHER PERIODIC REPORTS
FILED WITH THE COMMISSION.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
5.1 Letter to Limited Partners dated November 11,
1996.
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SIGNATURES
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-B, L.P.
a Georgia limited partnership
By: Enstar Communications Corporation
General Partner
Date: November 11, 1996. By: /s/ Michael K. Menerey
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Michael K. Menerey
Chief Financial Officer
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Sequentially
Numbered
Exhibit Description Page
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5.1 Letter to Limited
Partners dated
November 11, 1996 5
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