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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 18, 1996
(Date of earliest event reported)
ENSTAR INCOME PROGRAM 1984-1, L.P.,
A GEORGIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
GEORGIA COMMISSION FILE: 58-1581136
(State or other jurisdiction 0-13333 (I.R.S. Employer
of incorporation or identification No.)
organization)
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 November 5, 1996 and November 6, 1996, Everest Cable
Investors, L.L.C. and JJJ Group, L.L.C., respectively and
separately, each disseminated a letter stating their interest in
acquiring up to 1,467 units of limited partnership interests in
Enstar Income Program 1984-1, L.P. (the "Registrant") for a price
of $145 and $200 per unit, respectively, less certain transaction
costs. These offers were made without the consent or involvement
of the Registrant's General Partner. The General Partner has
considered each offer, concluded that each is inadequate and,
accordingly, recommended that limited partners not accept either
offer. Pursuant to Rule 14e-2 promulgated under the Securities
Exchange Act of 1934, as amended, this recommendation and the
General Partner's bases therefor were conveyed to limited
partners in a letter dated November 18, 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
GENERAL PARTNER; THE EXONERATION AND INDEMNIFICATION PROVISIONS
CONTAINED IN THE PARTNERSHIP AGREEMENT RELATING TO THE GENERAL
PARTNER; OTHER POTENTIAL CONFLICTS OF INTEREST INVOLVING THE
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 18,
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 PROGRAM 1984-1, L.P.
a Georgia limited partnership
By: Enstar Communications Corporation
General Partner
Date: November 18, 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 5
Partners dated
November 18, 1996
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