SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6 (e)(2))
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Northland Cable Properties Six Ltd Partnership
(Name of Registrant as Specified in Its Charter)
Everest Cable Investors, LLC
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box): [X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
......................................................................
(2) Aggregate number of securities to which transaction applies:
......................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
......................................................................
(4) Proposed maximum aggregate value of transaction:
......................................................................
(5) Total fee paid:
......................................................................
[ ] Fee paid previously with preliminary materials:
......................................................................
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing. (1) Amount previously
paid: (2) Form, Schedule or Registration Statement no.: (3) Filing Party:
(4) Date Filed:
September 14, 2001
TO THE LIMITED PARTNERS OF
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
Re: PROTECT YOUR INVESTMENT AND VOTE AGAINST THE GENERAL PARTNER'S
PROPOSALS TO EXTEND THE PARTNERSHIP AND SELL THE ASSETS TO ITS
AFFILIATES
Dear Limited Partner:
We own over $1 Million worth of the limited partnership units in NORTHLAND
CABLE PROPERTIES SIX LIMITED PARTNERSHIP (the "Partnership"), and we are
professional investors. As probably the largest unaffiliated investor in the
Partnership, we are writing to recommend strongly that you VOTE AGAINST THE
PROPOSALS by the Partnership's managing general partner ("general partner"), for
the following reasons:
o The general partner is taking 100% cash for its interest in the
Partnership, but 44% of your proceeds will be in Notes that may never
be paid off.
o The Notes are high-risk "junk bonds" with an unfairly low interest
rate.
o The general partner can "cherry-pick" the best assets and leave you
with the "dogs".
o The sale sacrifices your best interests in favor of the general
partner's.
o The general partner has already failed to close once before, causing
us to lose other valuable sale opportunities; the assets should be
sold to an unaffiliated purchaser.
The general partner is taking 100% cash for its interest in the
Partnership, but 44% of your proceeds will be in Notes that may never be paid
off. The general partner has hidden this important point all the way back on
page 70 of the 250-page proxy solicitation you received (see "Timing of
Distribution to Managing General Partner"). Even more unfair, the general
partner would not even have to refund its share of the sales proceeds if the
Notes are not actually paid to the limited partners. So the general partner is
recommending limited partners accept Notes instead of the cash they should be
getting, but the general partner is not willing to do the same for itself. That
is because the Notes are unreasonably risky and on unfair terms, and are
therefore a poor investment with which to be stuck.
The Notes are high-risk "junk bonds" with an unfairly low interest rate.
The Notes are subordinate to all the other senior debt the purchaser-affiliates
will incur to purchase the assets, and any future debt the purchaser-affiliates
may decide to incur. The purchaser-affiliates have no restrictions on how much
senior debt they can add, and they admit they plan to increase the amount of
senior debt significantly. The purchaser-affiliates are not even allowed to make
payments on the Notes if they are not current on whatever senior debt they
incur. The Notes have a high default risk and would be commonly considered "junk
bonds." Such debt normally receives a high interest rate to compensate for the
high default risk, but the purchaser-affiliates are only paying 8% interest on
the Notes. The general partner admits that third-party lenders would not loan
money on the same terms as the Notes.
The general partner can "cherry-pick" the best assets and leave all of us
with the "dogs". The general partner's purchaser-affiliates are not obligated to
buy all the Partnership's assets, but may pick and choose: "Limited partners
should therefore vote against approving the proposed sales if they do not want
to authorize the sale of less than all of [the Partnership's] operating systems
. . . " (page 2 of the proxy solicitation). This means that the general
partner's purchaser-affiliates can purchase the better systems, and leave the
Partnership stuck with the worse systems. An excellent clue to the general
partner's real intentions is found in the fact that $5 Million of the $5.8
Million going to the general partner was arbitrarily allocated to two of the
four systems (table on page 3 of the proxy solicitation). The general partner
admits that this allocation was "not calculated to reflect the value of the
managing general partner's specific interest in each operating system" (buried
on page 69 of the proxy solicitation, under "The Managing General Partner's
In-Kind Distribution"). It is a safe bet that those two systems will get
purchased so the general partner will get its $5 Million, and that the other two
systems are more likely to be left with the Partnership.
The consolidation sacrifices all of our best interests in favor of the
general partner's. The choice between liquidating the Partnership and getting
your cash out as soon as possible, or leaving 44% of your investment in the
hands of this general partner in the form of Notes, seems obvious. This general
partner has set up a transaction to serve its own interests rather than the best
interests of the Partnership and you, the limited partners. This general partner
is trying to take 100% cash for its $5.8 Million interest, while you get cash
for only 56% of your interest and are stuck with high-risk Notes for the
remaining 44%. The general partner and its parent corporation are getting the
benefit of the unfairly low 8% interest rate on the Notes; so why doesn't the
general partner take its $5.8 Million in Notes instead of CASH? Because the
general partner is only out for its own interests, not yours, and the general
partner knows the Notes may become worthless. The general partner and its parent
corporation will profit from any upside potential for the systems, but the
limited partners are stuck with the downside risk because we are stuck holding
the subordinated Notes.
The general partner has already failed to close once before, causing all of
us to lose other valuable sale opportunities; the assets should be sold to an
unaffiliated purchaser. The best results for your investment in the Partnership
will be achieved if you VOTE AGAINST THE GENERAL PARTNER'S PROPOSALS and thereby
FORCE THE PARTNERSHIP TO SELL ALL OF ITS ASSETS FOR CASH. If the proposals are
defeated, it is highly unlikely that the Partnership's lenders will foreclose.
Instead, they will probably keep pressure on the general partner to sell the
Partnership's assets promptly FOR CASH, which would be in your best interests as
a limited partner.
We have not said anything about the terms, risks or details of the proposed
sale that the general partner has not admitted in the Proxy Solicitation you
received; but in such a cumbersome and complicated document, it is easy to lose
sight of these critical flaws and risks. We recommend strongly that you VOTE
AGAINST THE PROPOSED SALE TO THE GENERAL PARTNER'S AFFILIATES, VOTE AGAINST THE
EXTENSION OF THE PARTNERSHIP and LET THE PARTNERSHIP GET LIQUIDATED INSTEAD. We
would be pleased to answer any questions you may have about our recommendation;
please call and ask for Stacey McClain or Vahan Saroians, toll free at (626)
585-5920.
Very truly yours,
EVEREST CABLE INVESTORS, LLC
By: /s/ W. ROBERT KOHORST
--------------------------
W. Robert Kohorst
President
P.S. Everest purchased its units from other limited partners at prices that give
us a profit if the general partner's proposed deal gets approved - but even
though we will make money, we think this deal is so unfair to the limited
partners that we will vote against it and are spending our own money, time
and effort to make you aware of our recommendation.
VOTE AGAINST BOTH OF THESE UNFAIR PROPOSALS!
YOU CAN CHANGE YOUR VOTE UNTIL SEPTEMBER 26, 2001 -
WE HAVE ENCLOSED THE PARTNERSHIP'S PROXY CARD MARKED "DISAPPROVE"
AND A PRE-ADDRESSED ENVELOPE FOR YOU TO USE.
PROXY CARD
NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
limited partners of NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP
("NCP-Six") and accompanying Proxy Statement, each dated August 29, 2001 ("Proxy
Materials"). The undersigned appoints John S. Whetzell and Richard I. Clark, or
either of them, as proxies, each with full power to appoint his substitute. The
undersigned represents that he or she holds of record as of June 30, 2001 the
number of units of limited partnership interest in NCP-Six set forth below and
authorizes the proxies to represent and to vote, as designated below, all of
such interest at the special meeting of limited partners to be held on September
27, 2001 and at any postponements or adjournments thereof. THIS PROXY IS BEING
SOLICITED BY THE MANAGING GENERAL PARTNER OF NCP-SIX.
The undersigned directs the proxies to vote on the following proposals as
follows:
PROPOSED AMENDMENT NO. 1
To authorize the extension of the term of NCP-Six for an additional six years so
that its current expiration date of December 31, 2001 is changed to a future
expiration date of December 31, 2007 as described in the Proxy Materials.
APPROVE [ ] DISAPPROVE [ X ] ABSTAIN [ ]
PROPOSED AMENDMENT NO. 2
To authorize NCP-Six and its general partners to consummate the sale of
NCP-Six's assets as described in the Proxy Materials and to take any and all
steps necessary to complete such sales.
APPROVE [ ] DISAPPROVE [ X ] ABSTAIN [ ]
This proxy will be voted as directed by the undersigned. The above-referenced
proposals are independent of one another. Therefore, a vote for or against one
of the two proposals does not dictate how a limited partner must vote for the
other proposal. Notwithstanding, limited partners may not vote for or against
individual elements of either proposal, but must vote either for or against each
proposal in its entirety. IF THIS PROXY IS EXECUTED AND RETURNED AND NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED TO APPROVE BOTH OF THE
ABOVE-REFERENCED PROPOSALS. SIMILARLY, IF THIS PROXY IS EXECUTED AND RETURNED
AND DIRECTION IS INDICATED AS TO ONLY ONE OF THE TWO PROPOSALS, THIS PROXY WILL
BE VOTED TO APPROVE THE PROPOSAL FOR WHICH NO DIRECTION IS INDICATED.
When limited partner interests are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee, or guardian, give full
title as such. A corporation should sign in full corporate name by its president
or other authorized officer, and a partnership should sign in full partnership
name by its authorized representative.
DATED: ________________________, 2001
Number of Limited Partnership
$500 Units Held:
X___________________________________
(Signature)
______________________________________ X___________________________________
(Signature, if held jointly)
PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN
THIS PROXY CARD IN THE ENCLOSED ENVELOPE.