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:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6 (e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Enstar Income Program II-1, L.P.
(Name of Registrant as Specified in Its Charter)
Millenium Management, 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:
<PAGE>
MILLENIUM MANAGEMENT, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
[_________], 2000
Enclosed is a Solicitation of Consent seeking the approval by written
consent (the "Consent") of the limited partners (the "Limited Partners") of
Enstar Income Program II-1, L.P., a Georgia limited partnership (the
"Partnership"), to terminate and dissolve the Partnership pursuant to the Second
Amended and Restated Agreement of Limited Partnership of Enstar Income Program
II-1, LP (the "Partnership Agreement") and to appoint Millenium Management, LLC,
a California limited liability company ("Millenium") as Liquidating Trustee in
accordance with the Partnership Agreement and with the enumerated rights and
powers described in the proposals in this Solicitation of Consents (the
"Proposals") to oversee the sale of the Partnership's assets on behalf of the
Limited Partners and to wind up the Partnership business.
Millenium Management, LLC, is an affiliate of Everest Cable Investors, LLC,
a limited partner of the Partnership. THE GOAL OF MILLENIUM IN SOLICITING THIS
CONSENT IS TO ENSURE A PROMPT LIQUIDATION OF THE PARTNERSHIP ASSETS, PROTECT THE
INTEREST OF THE LIMITED PARTNERS DURING SUCH LIQUIDATION, AND TO SEEK THE
HIGHEST POSSIBLE PROCEEDS AND DISTRIBUTIONS TO LIMITED PARTNERS FROM SUCH
LIQUIDATION.
Recognizing the improving market for cable systems, the general partners
have been evaluating strategies for liquidating the Partnership assets through a
potential sale of these assets. However, no such liquidation has taken place as
of this date. At the same time the general partners and their affiliates
continue to collect substantial sums in management fees and reimbursed expenses
from the Partnership, which they will lose once the Partnership liquidates.
These fees amounted to over $497,000 and $495,000 in 1998 and 1999,
respectively. During the same period, the Partnership's net income dropped from
$1,228,000 in 1997 to $1,015,200 and $960,000 in 1998 and 1999, respectively,
despite increasing revenues. THE APPOINTMENT OF MILLENIUM AS LIQUIDATING TRUSTEE
WILL ENSURE THAT THE GENERAL PARTNERS' CONFLICTS OF INTERESTS WILL NOT FURTHER
DELAY A PROMPT LIQUIDATION OF THE PARTNERSHIP'S ASSETS AND PROMPT DISTRIBUTION
OF THE PROCEEDS TO THE LIMITED PARTNERS.
We urge you to carefully read the enclosed Consent Solicitation Statement
in order to vote your interests. YOUR VOTE IS IMPORTANT. FAILURE TO VOTE WILL
HAVE THE SAME EFFECT AS A VOTE AGAINST THE PROPOSAL. To be sure your vote is
represented, please sign, date and return the enclosed Consent of Limited
Partner form as promptly as possible in the enclosed, prepaid envelope.
If you have any questions, please do not hesitate to contact Millenium toll free
at (800) 611-4613, or at (626) 585-5920.
Millenium Management, LLC
<PAGE>
SOLICITATION OF CONSENT
of
LIMITED PARTNERS
of
ENSTAR INCOME PROGRAM II-1, L. P.
by
MILLENIUM MANAGEMENT, LLC
a California limited liability company
[________], 2000
CONSENT SOLICITATION STATEMENT
Millenium Management, LLC, a California limited liability company
("Millenium"), is an affiliate of Everest Cable Investors, LLC, a limited
partner of the Partnership ("Everest Cable"). Millenium is seeking the approval
by written consent (the "Consents") of the limited partners (the "Limited
Partners") of Enstar Income Program II-1, L.P., a Georgia limited partnership
(the "Partnership"), to terminate and dissolve the Partnership pursuant to the
Second Amended and Restated Agreement of Limited Partnership of Enstar Income
Program II-1, LP (the "Partnership Agreement") and to appoint Millenium as
Liquidating Trustee in accordance with the Partnership Agreement and with the
enumerated rights and powers described in the proposals in this Solicitation of
Consents (the "Proposals") to oversee the sale of the Partnership's assets on
behalf of the Limited Partners and to wind up the Partnership business.
In reviewing this Consent Solicitation Statement, please consider the
following:
o THE GENERAL PARTNERS COULD CHANGE THEIR MINDS AT ANY TIME AND ABANDON ALL
ATTEMPTS TO SELL THE PARTNERSHIP ASSETS. THE PARTNERSHIP AGREEMENT DOES NOT
REQUIRE THE PARTNERSHIP TO TERMINATE UNTIL THE YEAR 2034. Currently,
nothing would prevent the general partners from operating the Partnership
indefinitely. IF MILLENIUM'S PROPOSAL IS APPROVED, THE GENERAL PARTNERS
WOULD BECOME LEGALLY REQUIRED TO LIQUIDATE THE ASSETS AS PROMPTLY AS
POSSIBLE.
o The general partners announced over a year ago that they would seek
strategies to sell Partnership's assets. However, it appears that no
significant action was taken until in November 1999 the Partnership
announced it had finally engaged brokers to locate potential buyers for the
assets. Millenium believes that the general partners are not highly
motivated to sell the Partnership assets, because of the amounts paid by
the Partnership to the general partners and their affiliates, which they
lose if the Partnership is liquidated. Management fees and reimbursements
were more than $497,000 and $495,000 in 1998 and 1999, respectively. During
the same period, the Partnership's net income dropped from $1,228,000 in
1997 to $1,015,200 and $960,000 in 1998 and 1999, respectively, despite
increasing revenues.
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o The executive officers of the Partnership's corporate general partner are
employed by Charter Communications, Inc. ("CCI"). CCI has and expects to
continue to enter into other cable ventures. As a result, CCI, the
corporate general partner and their management have conflicts of interest
regarding the time and services devoted to the Partnership's affairs,
including the prompt liquidation of its assets. These conflicts of interest
may adversely affect the proceeds received by Limited Partners from the
sale of the Partnership's assets.
o MILLENIUM'S AFFILIATE, EVEREST CABLE, IS ONE OF THE LARGEST INVESTORS IN
THE PARTNERSHIP. THEREFORE, THE INTERESTS OF EVEREST CABLE AND MILLENIUM
ARE PROBABLY IDENTICAL TO YOUR INTERESTS AS A LIMITED PARTNER. MILLENIUM,
AS LIQUIDATING TRUSTEE, WOULD NOT HAVE THE CONFLICTS OF INTEREST THAT THE
GENERAL PARTNERS HAVE.
o Millenium, as Liquidating Trustee, will work as cooperatively as possible
with the general partners to liquidate the Partnership's assets and
distribute the proceeds to the Limited Partners quickly, but Millenium's
primary concern will be to protect and promote the best interests of the
Limited Partners through the liquidation process.
There are other investment considerations which should be weighed in
Limited Partners' decision to vote on the Proposals in this Solicitation
Consent. Limited Partners are advised to read this Consent Solicitation
Statement carefully and to consult with their investment and tax advisors.
YOUR VOTE IS IMPORTANT. FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE
AGAINST THE PROPOSALS.
The Consents herein are solicited upon the terms and subject to the
conditions of this Consent Solicitation Statement and the accompanying form of
Consent. Each Proposal requires the consent of the Limited Partners holding more
that 50% of the outstanding units of limited partnership interest ("Units") held
by the Limited Partners ("Required Consents"). This Consent Solicitation
Statement and the accompanying form of Consent of Limited Partners are first
being mailed to Limited Partners on or about [____], 2000.
CONSENTS SHOULD BE DELIVERED TO MILLENIUM AND NOT TO THE PARTNERSHIP.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
This Solicitation of Consents expires NO
LATER THAN 11:59 P.M. Eastern Time on
[____], 2000, UNLESS EXTENDED.
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PROPOSALS AND SUPPORTING STATEMENT
The Limited Partners are being asked to approve by written consent the
following actions (the "Proposals") pursuant to the Partnership Agreement:
(1) The Partnership shall be terminated and dissolved pursuant to Section
14.1(iv) of the Partnership Agreement (see "Partnership Termination" below).
(2) Millenium shall be the Liquidating Trustee to wind up the Partnership's
business and affairs, in accordance with Section 14.2 of the Partnership
Agreement.
(3) In order to wind up the Partnership's business and affairs, the Liquidating
Trustee shall have the following powers and responsibilities:
(a) All of the powers and responsibilities of the Liquidating Trustee
provided in the Partnership Agreement;
(b) To review and approve any capital expenditure proposed to be made on
the Partnership's assets prior to the General Partner making or
becoming obligated to make such expenditure; and,
(c) To retain, at the Partnership's expense, any services necessary or
advisable for the prompt and orderly liquidation of the Partnership's
assets.
Partnership Termination
The Partnership Agreement provides in Section 14.1(iv) that the Partnership
shall be terminated and dissolved upon the consent and agreement of Limited
Partners holding more than 50% of the outstanding Units. The agreement of the
Limited Partners to terminate and dissolve the Partnership becomes effective
upon the filing with the Secretary of the State of Georgia an appropriate
instrument executed by the consenting Limited Partners. Millenium will execute
the necessary instrument on behalf of the consenting Limited Partners pursuant
to the Power of Attorney described under "Voting Procedure for Limited Partners"
and file it as soon as possible after receiving the Required Consents. The date
the instrument is filed will become the date the Partnership is formally
terminated and dissolved, after which date the Partnership must begin the
process of selling its assets and winding up its affairs. In accordance with
Section 14.3 of the Partnership Agreement, the assets would be sold as promptly
as possible, but in an orderly manner so as not to create unnecessary losses.
Millenium believes that the Proposals are in the interest of all Limited
Partners and strongly encourages all Limited Partners to approve the Proposals.
Millenium believes that the appointment of a Liquidating Trustee for the
Partnership and the immediate liquidation of Partnership assets will provide the
Limited Partners with the best potential to maximize and accelerate cash
returns.
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<PAGE>
INFORMATION CONCERNING MILLENIUM
Millenium is a California limited liability company that was formed in 1998
for the purpose of seeking to become the general partner of various limited
partnerships in which its affiliates hold an investment interest, such as the
Partnership. The Manager of Millenium is Everest Properties II, LLC, a
California limited liability company ("Everest"), which manages all of the
business affairs of Millenium. Everest also manages Everest Cable Investors,
LLC, which holds interests in the Partnership and other limited partnerships for
investment purposes. Everest is a California limited liability company that was
formed in 1996. Everest manages investments in cable, equipment leasing, energy
and real estate limited partnerships, and conducts other investment banking
activities regarding real estate. The principal office of Millenium and Everest
is 199 South Los Robles Avenue, Suite 440, Pasadena, CA 91101; telephone (626)
585-5920.
The management of Everest has significant experience in the real estate
industry and with limited partnerships like the Partnership, but does not have
significant experience in the television cable industry. Below are resumes for
the members of the executive management of Millenium that serve as the
management of Millenium.
W. Robert Kohorst. Mr. Kohorst is the President of Millenium and Everest,
which he founded in 1996. He is a lawyer by profession. From 1984 through 1990,
Mr. Kohorst was the President of the Private Placement Group for Public Storage,
Inc., a national real estate syndicator. Mr. Kohorst's responsibilities included
all structuring, marketing, investor services and accounting services for
private placement syndications for Public Storage, Inc., and its affiliates.
Upon leaving Public Storage, Inc. in 1990, Mr. Kohorst was the Chief Executive
Officer and principal of two businesses, Tiger Shark Golf, Inc., a golf
equipment manufacturer, and Masquerade International, Inc., a manufacturer of
costumes. In 1991 Mr. Kohorst co-founded KH Financial, Inc., which has been
engaged in the acquisition of general partner interests, real estate companies
and related assets, and was a predecessor to Everest. Mr. Kohorst has been the
President of KH Financial, Inc. from its inception to the present. Mr. Kohorst
holds a Juris Doctor from the University of Michigan and a Bachelor of Science
degree in accounting from the University of Dayton.
David I. Lesser. Mr. Lesser is the Executive Vice President of Millenium
and Everest, which he co-founded in 1996. He is a lawyer by profession. From
1979 through 1986, Mr. Lesser practiced corporate and real estate law with
Kadison, Pfaelzer, Woodard, Quinn & Rossi and Johnsen, Manfredi & Thorpe, two
prominent Los Angeles law firms. From 1986 through 1995, Mr. Lesser was a
principal and member of Feder, Goodman & Schwartz and its predecessor firm,
co-managing the firm's corporate and real estate practice. Between 1990 and
1992, Mr. Lesser was counsel to Howard, Rice, Nemerovski, Robertson, Canady &
Falk. Mr. Lesser is also a Vice President of KH Financial, Inc. Mr. Lesser holds
a Juris Doctor from Columbia University and a Bachelor of Arts degree from the
University of Rochester.
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Christopher K. Davis. Mr. Davis is a Vice President and the General Counsel
of Millenium and Everest, which he joined in 1998. He is a lawyer by profession.
From 1991 to 1995, he practiced securities and corporate law with Gibson, Dunn &
Crutcher, a prominent national law firm headquartered in Los Angeles. From 1995
through 1997, he served as Senior Staff Counsel and then Director of Corporate
Legal of Pinkerton's, Inc., a worldwide provider of security, investigation and
related services. At Pinkerton, Mr. Davis was responsible for directing the
corporate section of the legal department. Mr. Davis holds a Juris Doctor from
Harvard Law School and a Bachelor of Science degree in Business Administration
from the University of California, Berkeley.
Peter J. Wilkinson. Mr. Wilkinson is a Vice President and the Chief
Financial Officer of Millenium and Everest, which he joined in 1996. He is an
accountant by profession. From 1981 through 1987, he worked for Deloitte Haskins
and Sells and Coopers and Lybrand in London and Sydney in their audit divisions,
gaining significant experience in a variety of industry segments. From 1987 to
1990, he was the company secretary and controller of Gresham Partners, an
Australian investment bank where, in addition to being responsible for all
financial, tax and administrative matters, he was involved with analyzing
leveraged buyout, property finance and business acquisitions. Mr. Wilkinson
joined BankAmerica in the United States and from 1991 to 1996 held a number of
positions, culminating in being the Division Finance Officer for the Corporate
Trust and Mortgage and Asset Backed divisions. In this capacity, he was
responsible for presentation of all financial information and financial due
diligence during their divestiture. Mr. Wilkinson holds a Bachelor of Science
degree from Nottingham University and is an English chartered accountant.
Financial information regarding Millenium is included as Exhibit A to this
Consent Solicitation Statement.
INFORMATION CONCERNING THE PARTNERSHIP
Information contained in this section is based upon documents and reports
publicly filed by the Partnership, including the Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 (the "Form 10-K"). Although Millenium
has no information that any statements contained in this section are untrue,
Millenium has not independently investigated the accuracy of statements, and
takes no responsibility for the accuracy, inaccuracy, completeness or
incompleteness of any of the information contained in this section or for the
failure by the Partnership to disclose events which may have occurred and may
affect the significance or accuracy of any such information.
Enstar Income Program II-1, L.P., a Georgia limited partnership (the
"Partnership"), is engaged in the ownership, operation and development, and,
when appropriate, sale or other disposition, of cable television systems in
small to medium-sized communities. The Partnership was formed on July 3, 1984.
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<PAGE>
General Partner
The general partners of the partnership are Enstar Communication
Corporation, a Georgia corporation (the "Corporate General Partner") and Robert
T. Graff, Jr. (the "Individual General Partner"). On November 12, 1999, Charter
Communications Holdings Company, LLC ("Charter"), an entity controlled by
Charter Communications Inc. ("CCI"), acquired both the Corporate General
Partner, as well as Falcon Communications, L.P. ("FCLP"), the entity that
provided management and certain other services to the Partnership. Charter is
the nation's fourth largest cable operator, serving 6.2 million customers, and
it files periodic reports with the Securities and Exchange Commission. Charter
and its affiliates now provide management and other services to the Partnership.
The Partnership has a management agreement (the "Management Agreement")
with Enstar Cable Corporation, a wholly owned subsidiary of the Corporate
General Partner (the "Manager"), pursuant to which Enstar Cable Corporation
manages the Partnership's systems and provides all operational support for the
activities of the Partnership. For these services, the Manager receives a
management fee of 5% of the Partnership's gross revenues, excluding revenues
from the sale of cable television systems or franchises, calculated and paid
monthly. In addition, the Partnership reimburses the Manager for certain
operating expenses incurred by the Manager in the day-to-day operation of the
Partnership's cable systems. The Manager has engaged Charter to provide certain
management services for the Partnership and pays Charter a portion of the
management fees it receives in consideration of such services and reimburses
Charter for expenses incurred by Charter on its behalf. The Manager also
performs certain supervisory and administrative services for the Partnership,
for which it is reimbursed.
Partnership Properties
As of December 31, 1999, the Partnership owns and operates two cable
television systems: in Taylorville, Illinois, with 4,255 subscribers; and in
Litchfield, Illinois, with 2,867 subscribers. The Partnership also owns or
leases parcels of real property for signal reception sites, microwave facilities
and business offices, and owns or leases its service vehicles.
The Partnership owns substantially all of the assets related to its cable
television operations, including its program production equipment, headend
(towers, antennas, electronic equipment and satellite earth stations), cable
plant (distribution equipment, amplifiers, customer drops and hardware),
converters, test equipment and tools and maintenance equipment.
Outstanding Units
According to the Partnership's Form 10-K, there were 29,936 outstanding
units of limited partnership interest. As of December 31, 1999, there were
approximately 960 limited partners holding units in the Partnership. A Limited
Partner is entitled to one vote
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for each unit owned by such Limited Partner. Millenium's affiliate, Everest
Cable, owns 1,545.1 units or approximately 5.2% of the outstanding units.
Millenium does not know of any other holder of more than 5% of the units.
According to the Form 10-K, neither the General Partners nor any of their
affiliates own units in the Partnership.
VOTING PROCEDURE FOR LIMITED PARTNERS
Distribution and Expiration Date of Solicitation
This Consent Solicitation Statement and the related Consent is first being
mailed to Limited Partners on or about [__________], 2000. Limited Partners who
are record owners of Units as of [__________], 2000 (the "Record Date") may
execute and deliver a Consent. A beneficial owner of Units who is not the record
owner of such Units must arrange for the record owner of such Units to execute
and deliver to Millenium a Consent that reflects the vote of the beneficial
owner.
This solicitation of Consent will expire at 11:59 p.m. Eastern Time on the
earlier to occur of the following dates (the "Expiration Date"): (i) [________],
2000 or such later date to which Millenium determines to extend the
solicitation, and (ii) the date the Required Consents are received. Millenium
reserves the right to extend this solicitation of Consents on a daily basis or
for such period or periods as it may determine in its sole discretion from time
to time. Any such extension will be followed as promptly as practicable by
notice thereof by press release or by written notice to the Limited Partners.
During any extension of this solicitation of Consents, all Consents delivered to
Millenium will remain effective, unless validly revoked prior to the Expiration
Date.
Millenium reserves the right for any reason to terminate this solicitation
of Consents at any time prior to the Expiration Date by filing an amendment
hereto indicating the solicitation has been terminated, without giving any other
written notice of such termination to the Limited Partners.
Voting Procedures and Required Consents
The Consent of Limited Partner form included with this Consent Solicitation
Statement is the ballot to be used by Limited Partners to cast their votes.
Limited Partners should mark a box adjacent to each Proposal indicating that the
Limited Partner votes "For" or "Against" the Proposal, or wishes to "Abstain."
All Consents that are properly completed, signed and delivered to Millenium, and
not revoked prior to the Expiration Date, will be given effect in accordance
with the specifications thereof. If none of the boxes on the Consent is marked
regarding a Proposal, but the Consent is otherwise properly completed and
signed, the Limited Partner delivering such Consent will be deemed to have voted
"For" the Proposal.
Each Proposal requires the consent of the record holders of a majority of
the units of the Limited Partners (the "Required Consents"). Accordingly,
adoption of each Proposal requires the receipt without revocation of the
Required Consents indicating a
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vote "For" the Proposal. Millenium is seeking approval of all Proposals. No
Proposal is conditioned on the approval of another Proposal. The failure of a
Limited Partner to deliver a Consent or a vote to "Abstain" will have the same
effect as if such Limited Partner had voted "Against" the Proposals.
If units to which a Consent relates are held of record by two or more joint
holders, all such holders must sign the Consent. If a Consent is signed by a
trustee, partner, executor, administrator, guardian, attorney-in-fact, officer
of a corporation or other person acting in a fiduciary or representative
capacity, such person must so indicate when signing and must submit with the
Consent form appropriate evidence of authority to execute the Consent. In
addition, if a Consent relates to less than the total number of units held in
the name of such Limited Partner, the Limited Partner must state the number of
units recorded in the name of such Limited Partner to which the Consent relates.
If a Consent is executed by a person other than the record owner, then it must
be accompanied by a valid proxy duly executed by the record owner. Valid
execution of a Consent will revoke any prior voting directions, whether by proxy
or consent, given by the Limited Partner executing the Consent.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and revocation of the Consent, and the interpretation of
the terms and conditions of this solicitation of Consent, will be determined by
Millenium, whose determination will be final and binding. Millenium reserves the
absolute right to reject any or all Consents that are not in proper form or the
acceptance of which, in the opinion of Millenium or its counsel, could be
unlawful. Millenium also reserves the right to waive any irregularities or
conditions as to particular Consents or units. Unless waived, any irregularities
in connection with Consents must be cured within such time as Millenium
determines. Neither Millenium, any of its affiliates, or any other person shall
be under any duty to give any notification of any such defects, irregularities
or waiver, nor shall any of them incur any liability for failure to give such
notification. Deliveries of Consents will not be deemed to have been made until
any irregularities or defects therein have been cured or waived.
Completion Instructions
Limited Partners are requested to complete, sign and date the Consent of
Limited Partner form included with this Consent Solicitation Statement and mail,
hand deliver, or send by overnight courier the original signed Consent to
Millenium.
Consents should be sent or delivered to Millenium and not to the Partnership, at
the address set forth on the back cover of this Consent Solicitation Statement
and on the back of the Consent. A prepaid, return envelope is included herewith.
Power of Attorney
Upon approval of any Proposal, Millenium will be expressly authorized to
prepare any and all documentation and take any further actions necessary to
implement the
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actions contemplated under this Consent Solicitation Statement with respect to
the approved Proposal. Furthermore, each Limited Partner who votes for a
Proposal described in this Consent Solicitation Statement, by signing the
attached Consent, constitutes and appoints Millenium, acting through its
officers and employees, as his or her attorney-in-fact for the purposes of
executing any and all documents and taking any and all actions required under
the Partnership Agreement in connection with this Consent Solicitation Statement
or in order to implement the approved Proposal, including the execution and
filing on behalf of the Limited Partners of an instrument evidencing the
agreement of the Limited Partners to terminate and dissolve the Partnership, and
the execution and filing of any amendment to the Partnership Agreement required
to reflect or make effective any approved Proposal.
Revocation of Consents
Consents may be revoked at any time prior to the Expiration Date, or a
Limited Partner may change his vote on one or more Proposals, in accordance with
the following procedures. For a revocation or change of vote to be effective,
Millenium must receive prior to the Expiration Date a written notice of
revocation or change of vote (which may be in the form of a subsequent, properly
executed Consent) at the address set forth on the Consent. The notice must
specify the name of the record holder of the Units and the name of the person
having executed the Consent to be revoked or changed (if different), and must be
executed in the same manner as the Consent to which the revocation or change
relates or by a duly authorized person that so indicates and that submits with
the notice appropriate evidence of such authority as determined by Millenium. A
revocation or change of a Consent shall be effective only as to the Units listed
on such notice and only if such notice complies with the provisions of this
Consent Solicitation Statement.
Millenium reserves the right to contest the validity of any revocation or
change of vote and all questions as to validity (including time of receipt) will
be determined by Millenium in its discretion, which determination will be final
and binding. None of Millenium, any of its affiliates, or any other person will
be under any duty to give notification of any defects or irregularities with
respect to any revocation or change of vote nor shall any of them incur any
liability for failure to give such notification.
Absence of Appraisal Rights
There are no appraisal or other similar rights available to Limited
Partners in connection with this solicitation of Consents.
Solicitation of Consents
Neither the Partnership nor the general partners are participants in this
solicitation of Consents. Millenium is a participant in the solicitation, and
Everest may be considered a participant in this solicitation. Millenium will
initially bear all costs of this solicitation of Consents, including fees for
attorneys, and the cost of preparing, printing and mailing this Consent
Solicitation Statement. Millenium shall seek reimbursement for such costs
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from the Partnership to the extent allowed under the Partnership Agreement and
applicable law. In addition to the use of mails, certain officers or regular
employees of Millenium or Everest may solicit Consents; however, none of these
individuals have been specially engaged to assist the solicitation and no
officer or employee will be compensated for services to assist the solicitation
other than reimbursement of any out-of-pocket expenses relating to the
solicitation.
Limited Partners are encouraged to contact Millenium at the address and
telephone number set forth on the back cover of this Consent Solicitation
Statement with any questions regarding this solicitation of Consents and with
requests for additional copies of this Consent Solicitation Statement and form
of Consent.
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EXHIBIT A
MILLENIUM MANAGEMENT, LLC
BALANCE SHEET
As of December 31, 1999*
ASSETS
Current assets:
Cash...................................................$6,404
Total current assets.................................$6,404
Other assets......................................................$89
Total assets...................................................$6,493
LIABILITIES AND MEMBERS' CAPITAL
Members' capital..............................................$10,000
Total members' capital................................$10,000
Net Income....................................................($3,507)
Total liabilities and members' capital.........................$6,493
___________
* The above financial statement has not been audited.
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SOLICITATION OF CONSENT
of
LIMITED PARTNERS
of
ENSTAR INCOME PROGRAM II-1, L. P.
a Georgia Limited Partnership
Deliveries of Consents, properly completed and duly executed, should be made to
Millenium at the address set forth below.
Questions and requests for assistance about procedures for consenting or other
matters relating to this solicitation may be directed to Millenium at the
address and telephone number listed below. Additional copies of this Consent
Solicitation Statement and form of Consent may be obtained from Millenium as set
forth below.
No person is authorized to give any information or to make any representation
not contained in this Consent Solicitation Statement regarding the solicitation
of Consents made hereby, and, if given or made, any such information or
representation should not be relied upon as having been authorized by Millenium
or any other person. The delivery of this Consent Solicitation Statement shall
not, under any circumstances, create any implication that there has been no
change in the information set forth herein or in the affairs of Millenium or the
Partnership since the date hereof.
MILLENIUM MANAGEMENT, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(800) 611-4613 or (626) 585-5920
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ENSTAR INCOME PROGRAM II-1, L. P.
a Georgia Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
The undersigned has received the Consent Solicitation Statement dated
[_______], 2000 ("Consent Solicitation Statement") by Millenium Management, LLC,
a California limited liability company ("Millenium") seeking the approval by
written consent of the following proposals:
(1) The Partnership shall be terminated and dissolved pursuant to Section
14.1(iv) of the Partnership Agreement.
(2) Millenium shall be the Liquidating Trustee to wind up the Partnership's
business and affairs, in accordance with Section 14.2 of the Partnership
Agreement.
(3) In order to wind up the Partnership's business and affairs, the Liquidating
Trustee shall have the following powers and responsibilities: (a) All of the
powers and responsibilities of the Liquidating Trustee provided in the
Partnership Agreement; (b) To review and approve any capital expenditure
proposed to be made on the Partnership's assets prior to the General Partner
making or becoming obligated to make such expenditure; and, (c) To retain, at
the Partnership's expense, any services necessary or advisable for the prompt
and orderly liquidation of the Partnership's assets.
Each of the undersigned, by signing and returning this Consent, hereby
constitutes and appoints Millenium, acting through its officers and employees,
as his or her attorney-in-fact as provided in the Consent Solicitation
Statement; hereby revokes all prior voting directions, whether by proxy or
consent; and hereby votes all Units of interest in the capital of the
Partnership held of record by the undersigned as follows for the proposals set
forth above, subject to the Consent Solicitation Statement.
Proposal FOR AGAINST ABSTAIN*
1. Dissolution and Termination of the Partnership [ ] [ ] [ ]
2. Appointment of Millenium as Liquidating Trustee [ ] [ ] [ ]
3. Approval of Liquidating Trustee's Powers [ ] [ ] [ ]
*('Abstain' counted
same as 'Against')
Dated: _____________________, 2000 ________________________________
(Important - please fill in) Signature of record owner
________________________________
Signature of co-owner, if any
________________________________
Telephone Number
(Please sign exactly as your name appears on the Partnership's records.
Joint owners should each sign. Attorneys-in-fact, executors, administrators,
trustees, guardians, corporation officers or others acting in representative
capacity should indicate the capacity in which they sign and should give
FULL title, and submit appropriate evidence of authority to execute the Consent)
THIS CONSENT IS SOLICITED BY MILLENIUM MANAGEMENT, LLC
AND EVEREST PROPERTIES II, LLC. LIMITED PARTNERS WHO RETURN A SIGNED CONSENT
BUT FAIL TO INDICATE THEIR APPROVAL OR DISAPPROVAL AS TO ANY MATTER
WILL BE DEEMED TO HAVE VOTED TO APPROVE SUCH MATTER. THIS CONSENT IS VALID
FROM THE DATE OF ITS EXECUTION UNLESS DULY REVOKED.
<PAGE>
ENSTAR INCOME PROGRAM II-1, L. P.
a Georgia Limited Partnership (the "Partnership")
CONSENT OF LIMITED PARTNER
Deliveries of Consents, properly completed and duly executed,
should be made to Millenium at the address set forth below.
A prepaid, return envelope is included herewith.
Questions and requests for assistance about procedures for consenting
or other matters relating to this Solicitation may be directed to Millenium
at the address and telephone number listed below. Additional copies of this
Consent Solicitation Statement and form of Consent may be obtained
from Millenium as set forth below.
MILLENIUM MANAGEMENT, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(800) 611-4613 or (626) 585-5920
