ENSTAR INCOME PROGRAM 1984-1 LP
8-K, 1996-11-20
CABLE & OTHER PAY TELEVISION SERVICES
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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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<PAGE>   3
                                   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
                                             ---------------------------------
                                             Michael K. Menerey
                                             Chief Financial Officer





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<TABLE>
<CAPTION>
                                                                  Sequentially
                                                                    Numbered
        Exhibit                         Description                   Page
        -------                         -----------               ------------
         <S>                        <C>                               <C>
         5.1                        Letter to Limited                  5
                                     Partners dated
                                    November 18, 1996
</TABLE>





                                       4

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                              (Enstar Letterhead)




November 18, 1996


Dear Limited Partner:

         Enstar Income Program 1984-1, Ltd. (the "Partnership") has become
aware that two separate unsolicited offers, each for up to 1,467 units
(representing approximately 4.9% of the outstanding Units in the Partnership),
were commenced by:

1.       Everest Cable Investors, L.L.C. ("Everest") at a price of $145 per
         Unit, in a letter dated November 5, 1996; and

2.       JJJ Group, L.L.C. ("JJJ Group") at a price of $200 per Unit, in a
         letter dated November 6, 1996.

         THESE OFFERS WERE MADE WITHOUT THE CONSENT OR THE INVOLVEMENT OF THE
GENERAL PARTNER.

         One of the obligations of the General Partner is to endeavor to
preserve the status of the Partnership as a partnership under Federal income
tax laws. Failure to maintain this status could have a material adverse effect
on the Partnership and its partners. Among the related legal requirements
imposed upon the Partnership is that its partnership interests not be traded in
an established securities market. As it believes is customary, the Partnership
complies with this requirement by adhering to a safe harbor provision contained
in the Federal income tax regulations which limits most sales of limited
partnership interest to five percent of the outstanding units in any given
year. That limitation was reached during September 1996. ACCORDINGLY, NO
FURTHER RESALES OF UNITS, INCLUDING ANY ATTEMPTED SALES RELATED TO THE EVEREST
OFFER OR THE JJJ GROUP OFFER, WILL BE RECOGNIZED BY THE PARTNERSHIP FOR THE
BALANCE OF 1996.

         Notwithstanding the fact that no further resales of limited
partnership interests may be made in 1996, we are required to furnish you with
our position with respect to the above offers. We have considered these offers
and, based on the very limited information made available by Everest and JJJ
Group, believe that each is inadequate, not representative of the inherent
value of the Partnership's cable systems and not in your best interest to
accept. Accordingly, the General Partner's recommendation is that you reject
both the Everest offer and the JJJ Group offer. We urge you not to sign either
the Agreement of Transfer for Limited Partnership Interest Form (sent by
Everest) or the Limited Power of Attorney (sent by JJJ Group) and not to tender
your Units to either Everest or JJJ Group. In evaluating the offers, the
General Partner believes that its limited partners should consider the
following information:

o   As discussed above, as of September 1, 1996 the Partnership informed its
    Transfer Agent, that in order to protect its tax status as a partnership
    for Federal income tax purposes, it will not recognize any additional
    resales of limited partnership assignee units for the remainder of 1996 in
    order to remain in compliance with applicable Federal income tax
    regulations. Transfers to which the above trading limit DOES NOT apply
    include (i) carryover basis transactions, (ii) transfers at death, (iii)
    transfers between siblings, spouses, ancestors or lineal descendants and
    (iv) distributions from a qualified retirement plan.





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o   The offering price for each limited partnership unit during the offering
    period was $250 per unit. Cash distributions of approximately $188 per unit
    were paid from formation through January 31, 1990, at which time
    distributions were terminated to preserve cash resources. In contrast,
    Everest's offer is $145 per unit while JJJ Group's offer is $200 per unit.
    Limited partners should note that the Partnership's cash flow (operating
    income before depreciation and amortization) for the twelve months ended
    September 30, 1996 was approximately $67 per unit. The Everest and JJJ Group
    offer each represent a valuation of only approximately 3.1 times and 3.9
    times said cash flow, respectively (after adjustment for the excess of total
    liabilities over current assets as of September 30, 1996).

o   As of the date of this letter, the General Partner believes that a
    reasonable range of valuation per limited partnership unit is between $298
    and $430 based on the factors noted below. The General Partner believes that
    each of the above offers is inadequate because the price in each offer does
    not even approach the $298 low end of the range provided. The General
    Partner did not retain a third party to conduct an evaluation of the
    Partnership's assets or otherwise obtain any appraisals. Rather, the per
    unit valuations provided were derived by attributing a range of multiples to
    the Partnership's cash flow (operating income before depreciation and
    amortization) for the twelve months ended September 30, 1996, adjusted for
    the excess of total liabilities over current assets. The General Partner has
    selected market multiples based on, among other things, its understanding of
    the multiples placed on other transactions involving comparable cable
    television properties and the securities of companies in that industry. The
    General Partner's belief as to the valuation range provided is necessarily
    based on economic, industry and financial market conditions as they exist as
    of the date of this letter, all of which are subject to change, and there
    can be no assurance that the Partnership's cable properties could actually
    be sold at a price within this range. Additionally, the valuations provided
    do not give effect to any brokerage or other transaction fees that might be
    incurred by the Partnership in any actual sale of the Partnership's system.

o   Furthermore, you should also be aware that there is a limited secondary
    market for sale of partnership units. Partnership Spectrum, an independent
    industry publication, has reported that between August 1, 1996 and September
    30, 1996, 48 Units were sold on the secondary market between a high of $199
    per unit and a low of $146 per unit. The General Partner believes that the
    price for units in the secondary market is not an accurate reflection of the
    fair market value of such units due to the low volume of transactions in
    that limited market and the legal and tax restrictions on such transfers.

         For the reasons discussed above, the General Partner believes that the
Everest offer and the JJJ Group offer are not in the best interest of the
limited partners and recommends that you NOT transfer, agree to transfer, or
tender any units in response to either the Everest offer or the JJJ Group
offer.

         If you have any questions regarding these matters or your investment,
please call our Investor Services Department at (800) 433-4287.

Sincerely,

Enstar Income Program 1984-1, Ltd.
A Georgia Limited Partnership


cc:  Account Representative







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