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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)-12
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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
[X] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Northland Cable Properties Six Limited Partnership
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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[NORTHLAND COMMUNICATIONS CORPORATION Letterhead]
June 11, 2001
Re: NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP ("NCP-SIX")
Dear Limited Partners:
In January we wrote to you updating the status of our efforts to liquidate
NCP-Six. This letter is to provide you with a further update as to the status of
our ongoing efforts.
In August of last year NCP-Six received various bids for its cable systems in
response to a blind bid solicitation of interest conducted by an independent
broker retained by NCP-Six. Since that time, Northland Communications
Corporation, the managing general partner of NCP-Six, has been negotiating the
terms of the proposed purchase of NCP-Six's operating systems and pursuing
required financing. Changes to the proposed structure of the initially
anticipated transaction have become necessary due to the termination of
negotiations with one of the proposed purchasers and the lack of originally
anticipated financing. Notwithstanding, we are continuing negotiations for the
sale of NCP-Six's assets and are proceeding with the completion of a proxy
statement describing the currently anticipated transaction. The current
purchasers consist of affiliates of the managing general partner.
Pursuant to NCP-Six's partnership agreement, the entirety of NCP-Six's assets
cannot be sold, nor can NCP-Six's assets be sold to the managing general partner
or its affiliates, without the prior approval of a majority in interest of the
limited partners of NCP-Six. The proxy statement describing the transaction that
we are currently working on will solicit limited partner approval for the sale
of the entirety of NCP-Six's assets to affiliates of the managing general
partner. We currently anticipate that the proxy statement will be mailed to
limited partners in July or August of this year.
The forthcoming proxy solicitation of your vote is being made by the general
partners of NCP-Six. The general partners' ownership interest in NCP-Six has
remained the same since the day the partnership was formed. Combined, the
general partners of NCP-Six are allocated a 1% interest in NCP-Six until such
time as the limited partners receive aggregate cash distributions equal to 100%
of their aggregate capital contributions to NCP-Six. Thereafter, the general
partners of NCP-Six will be allocated a 25% interest in NCP-Six.
THIS CORRESPONDENCE IS NOT MEANT TO BE A SOLICITATION OF YOUR VOTE. INSTEAD, IT
IS MEANT SOLELY TO PROVIDE YOU WITH AN UPDATE AS TO ONGOING EFFORTS TO LIQUIDATE
NCP-SIX. YOUR VOTE WILL INSTEAD BE SOLICITED BY THE FORTHCOMING PROXY STATEMENT
UPON ITS COMPLETION. AS SUCH, YOU ARE ADVISED TO READ THE PROXY STATEMENT
CLOSELY WHEN DECIDING HOW TO VOTE ON ANY PROPOSALS SET FORTH THEREIN. NCP-SIX
WILL MAIL TO YOU A COPY OF THE PROXY STATEMENT UPON ITS COMPLETION. YOU CAN ALSO
REVIEW A COPY OF THE PROXY STATEMENT AT THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE AT WWW.SEC.GOV.
If you have any questions regarding your investment in NCP-Six, please call our
Investor Relations Department at (800) 448-0273.
Sincerely,
NORTHLAND COMMUNICATIONS CORPORATION, Managing General
Partner of Northland Cable Properties Six Limited Partnership
Richard I. Clark
Executive Vice President/Treasurer
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[NORTHLAND COMMUNICATIONS CORPORATION LETTERHEAD]
January 11, 2001
Re: NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP ("NCP-SIX")
Dear Limited Partners:
In June 2000, we wrote to you with a previous update as to the status of
efforts to seek potential opportunities for the liquidation of NCP-Six. This
letter is to provide you with a further update as to the status of these
efforts.
In August 2000, NCP-Six received various bids for its cable systems pursuant to
the procedures of a blind bid solicitation of such offers by an independent
broker retained by the partnership. Following our evaluation and negotiation of
those offers, NCP-Six has accepted two offers that combined provide for the
sale of the entirety of the partnership's assets.
Under NCP-Six's Partnership Agreement, the entirety of the partnership's assets
cannot be sold without the prior approval of a majority in interest of the
limited partners. In order to solicit your approval of the proposed sale of the
entirety of those assets, we have prepared a preliminary proxy statement
describing in detail the offers that have been accepted. That proxy statement
was filed with the Securities and Exchange Commission ("SEC") in December 2000,
and is currently undergoing review by the SEC. We expect the SEC to clear the
proxy for distribution and anticipate that the process may take two to three
months.
Upon the sale of the entirety of the assets of NCP-Six, the partnership will be
liquidated. If the sale of the entirety of NCP-Six's assets is completed
pursuant to the terms set forth in the proxy statement, we believe that the
liquidation of NCP-Six will occur late second quarter or early in the third
quarter of this year.
MEANWHILE, WE CONTINUE TO RECOGNIZE THAT LIMITED PARTNERS OF NCP-SIX ARE
RECEIVING UNSOLICITED OFFERS FROM THIRD PARTIES TO PURCHASE UNITS OF THE
PARTNERSHIP IN THE SECONDARY MARKET. WE CONTINUE TO URGE YOU TO CAREFULLY
EVALUATE THE TERMS OF ANY SUCH OFFERS YOU RECEIVE. MOST OF THE OFFERS THAT WE
ARE AWARE OF HAVE BEEN FOR PRICES IN THE RANGE OF $500 TO $650 PER PARTNERSHIP
UNIT, WHICH IS EQUAL TO OR ONLY SLIGHTLY HIGHER THAN THE ORIGINAL INVESTMENT
REQUIRED TO INITIALLY PURCHASE THOSE UNITS. THOSE PRICES ARE SUBSTANTIALLY
BELOW THE ESTIMATED DISTRIBUTIONS THAT WILL BE MADE TO THE LIMITED PARTNERS OF
NCP-SIX IF THE LIQUIDATION OF THE PARTNERSHIP IS COMPLETED PURSUANT TO THE
TERMS SET FORTH IN THE PROPOSED FORTHCOMING PROXY STATEMENT. THE LIQUIDATION OF
NCP-SIX AS PROPOSED IN THE PROXY STATEMENT IS, HOWEVER, SUBJECT TO THE PRIOR
APPROVAL OF A MAJORITY IN INTEREST OF THE LIMITED PARTNERS, AND CERTAIN OTHER
CONDITIONS REQUIRED BY THE ASSET PURCHASERS.
Upon the SEC's clearance of the proxy statement, we will mail the statement to
you for your review of the specific terms of those offers received through the
recently completed blind bid process for the assets of NCP-Six. Meanwhile, if
you have any questions regarding your investment, please call our Investor
Relations Department at (800) 448-0273.
Sincerely,
NORTHLAND COMMUNICATIONS CORPORATION
Managing General Partner of NCP-Six Limited Partnership
/s/ RICHARD I. CLARK
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Richard I. Clark
Vice President/Treasurer
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[NORTHLAND COMMUNICATIONS CORPORATION LETTERHEAD]
June 21, 2000
Re: NORTHLAND CABLE PROPERTIES SIX LIMITED PARTNERSHIP ("NCP-SIX")
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Dear Limited Partners:
We are writing this letter to provide you with an update of the status of the
liquidation of NCP-Six. the cable television systems which comprise of NCP-Six's
assets have been formally placed on the market for sale to any interested
parties through an independent broker this month. The general partners have
prepared the detailed procedures and requirements for a written blind bid
solicitation and prospective bidders were sent detailed information on the
NCP-Six assets.
The general partners believe that any resulting liquidation of NCP-Six will not
occur until the first quarter of 2001, at the earliest. Based on this estimated
time frame, limited partners will not be required to recognize any gains from
liquidation cash distributions as a result of any disposition of the assets, or
pay taxes on any such gains, until 2002. Any proposal to sell the assets will be
required to be presented to and approved by a majority in interest of limited
partners through a written proxy statement.
We will endeavor to keep you informed of any further updates, although we do not
anticipate being able to provide any detailed information until a proxy
statement for a liquidation proposal has been reviewed by the Securities and
Exchange Commission ("SEC"). We anticipate submitting a proxy statement during
the third quarter of this year.
IN ADDITION, WE RECOGNIZE THAT LIMITED PARTNERS ARE RECEIVING OFFERS FROM THIRD
PARTIES IN THE SECONDARY MARKET TO PURCHASE PARTNERSHIP UNITS. WE URGE YOU TO
CAREFULLY REVIEW THE TERMS OF ANY PURCHASE OFFER YOU RECEIVE. BASED ON THE
LIMITED INFORMATION WE HAVE CONCERNING THESE OFFERS, WE BELIEVE THEY ARE
INADEQUATE AND NOT REPRESENTATIVE OF, AND SUBSTANTIALLY LESS THAN, THE VALUE OF
NCP-SIX'S ASSETS. THE QUARTERLY AND ANNUAL INFORMATION PUBLICLY FILED WITH THE
SEC AND PROVIDED TO YOU IN OUR CABLE LINE AND YEAR-END PUBLICATIONS PROVIDE
SUBSTANTIAL INFORMATION FOR YOU TO DERIVE A MORE ACCURATE VALUE OF NCP-SIX'S
ASSETS. ACCORDINGLY, BECAUSE THE CULMINATION OF THE NCP-SIX PARTNERSHIP IS NEAR,
WE URGE YOU TO REJECT THESE OFFERS UNLESS YOU HAVE A COMPELLING NEED FOR
LIQUIDITY.
As always, if you have any questions regarding NCP-Six or your investment
generally, please give our Investor Relations Department a call at (900)
448-0273.
Sincerely,
NORTHLAND COMMUNICATIONS CORP.
Managing General Partner of NCP-Six
/s/ RICHARD I. CLARK
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Richard I. Clark
Vice President/Treasurer