<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------
FORM 10-Q
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-14508
Enstar Income Program II-1, L.P.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Georgia 58-1628877
---------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12444 POWERSCOURT DR., SUITE 100
ST. LOUIS, MISSOURI 63131
---------------------------------- ------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, (314) 965-0555
including area code: ------------------
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Exhibit Index located at Page E-1.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ENSTAR INCOME PROGRAM II-1, L.P.
CONDENSED BALANCE SHEETS
=============================================================
<TABLE>
<CAPTION>
December 31, September 30,
1999* 2000
----------------- -----------------
(Unaudited)
ASSETS:
<S> <C> <C>
Cash $ 2,309,000 $ 2,811,500
Accounts receivable, net of allowance for doubtful accounts of $2,000 and $5,800,
respectively 57,600 75,200
Prepaid expenses and other assets 77,800 43,100
Property, plant and equipment, net of accumulated
depreciation of $3,343,900 and $3,765,900, respectively 4,585,500 4,860,100
Franchise cost, net of accumulated
amortization of $47,900 and $56,700, respectively 65,900 59,100
Deferred charges, net 700 -
----------------- -----------------
$ 7,096,500 $ 7,849,000
================= =================
LIABILITIES AND PARTNERSHIP CAPITAL
LIABILITIES:
<S> <C> <C>
Accounts payable $ 267,200 $ 291,700
Due to affiliates 244,800 457,700
----------------- -----------------
512,000 749,400
----------------- -----------------
PARTNERSHIP CAPITAL (DEFICIT):
General Partner (8,100) (2,000)
Limited Partners 6,592,600 7,101,600
----------------- -----------------
TOTAL PARTNERSHIP CAPITAL 6,584,500 7,099,600
----------------- -----------------
$ 7,096,500 $ 7,849,000
================= =================
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
----------
* Agrees with audited balance sheet included in the Partnership's Annual
Report on Form 10-K
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<PAGE> 3
ENSTAR INCOME PROGRAM II-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
========================================================
<TABLE>
<CAPTION>
Unaudited
-------------------------------------
Three months ended
September 30,
-------------------------------------
1999 2000
---------------- -----------------
<S> <C> <C>
REVENUES $ 802,000 $ 812,100
---------------- -----------------
OPERATING EXPENSES:
Service costs 254,500 242,700
General and administrative expenses 69,200 91,900
General partner management fees
and reimbursed expenses 125,000 145,600
Depreciation and amortization 113,700 159,500
---------------- -----------------
562,400 639,700
---------------- -----------------
OPERATING INCOME 239,600 172,400
---------------- -----------------
OTHER INCOME (EXPENSE):
Interest income 25,400 35,900
Interest expense (4,200) (1,200)
---------------- -----------------
21,200 34,700
---------------- -----------------
NET INCOME $ 260,800 $ 207,100
================ =================
Net income allocated to General Partner $ 2,600 $ 2,100
================ =================
Net income allocated to Limited Partners $ 258,200 $ 205,000
================ =================
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 8.63 $ 6.85
================ =================
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,936 29,936
================ =================
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
-3-
<PAGE> 4
ENSTAR INCOME PROGRAM II-1, L.P.
CONDENSED STATEMENTS OF OPERATIONS
=========================================================
<TABLE>
<CAPTION>
Unaudited
-------------------------------------
Nine months ended
September 30,
-------------------------------------
1999 2000
---------------- -----------------
<S> <C> <C>
REVENUES $ 2,380,900 $ 2,429,300
---------------- -----------------
OPERATING EXPENSES:
Service costs 750,200 659,500
General and administrative expenses 268,500 232,500
General partner management fees
and reimbursed expenses 361,400 389,500
Depreciation and amortization 352,000 442,700
---------------- -----------------
1,732,100 1,724,200
---------------- -----------------
OPERATING INCOME 648,800 705,100
---------------- -----------------
OTHER INCOME (EXPENSE):
Interest income 68,700 99,000
Interest expense (13,100) (6,500)
---------------- -----------------
55,600 92,500
---------------- -----------------
NET INCOME $ 704,400 $ 797,600
================ =================
Net income allocated to General Partner $ 7,000 $ 8,000
================ =================
Net income allocated to Limited Partners $ 697,400 $ 789,600
================ =================
NET INCOME PER UNIT OF LIMITED
PARTNERSHIP INTEREST $ 23.30 $ 26.38
================ =================
AVERAGE LIMITED PARTNERSHIP
UNITS OUTSTANDING DURING PERIOD 29,936 29,936
================ =================
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
-4-
<PAGE> 5
ENSTAR INCOME PROGRAM II-1, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
==========================================================
<TABLE>
<CAPTION>
Unaudited
-------------------------------------
Nine months ended
September 30,
-------------------------------------
1999 2000
---------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 704,400 $ 797,600
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation and amortization 352,000 442,700
Changes in:
Accounts receivable, prepaid expenses and other assets (42,900) 17,100
Accounts payable and due to affiliates (270,400) 237,400
---------------- -----------------
Net cash from operating activities 743,100 1,494,800
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (249,400) (707,800)
Increase in intangible assets (10,800) (2,000)
---------------- -----------------
Net cash from investing activities (260,200) (709,800)
---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (283,500) (282,500)
---------------- -----------------
INCREASE IN CASH 199,400 502,500
CASH AT BEGINNING OF PERIOD 1,990,700 2,309,000
---------------- -----------------
CASH AT END OF PERIOD $ 2,190,100 $ 2,811,500
================ =================
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
-5-
<PAGE> 6
ENSTAR INCOME PROGRAM II-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS
==============================================================
1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed interim financial statements for Enstar
Income Program II-1, L.P. (the "Partnership") as of September 30, 2000, and for
the three and nine months ended September 30, 2000 and 1999, are unaudited.
These condensed interim financial statements should be read in conjunction with
the audited financial statements and notes thereto included in our latest Annual
Report on Form 10-K. In the opinion of management, the condensed interim
financial statements reflect all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the results of such
periods. The results of operations for the three and nine months ended September
30, 2000, are not necessarily indicative of results for the entire year.
2. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
The Partnership has a management and service agreement (the "Management
Agreement") with Enstar Cable Corporation (the "Manager"), a wholly owned
subsidiary of Enstar Communications Corporation (ECC), the corporate General
Partner, for a monthly management fee of 5% of revenues to the Manager,
excluding revenues from the sale of cable television systems or franchises.
Management fee expense approximated $40,600 and $121,500 for the three and nine
months ended September 30, 2000, respectively. For the three and nine months
ended September 30, 1999, management fee expense approximated $40,200 and
$119,100, respectively. Management fees are non-interest bearing.
In addition to the monthly management fee, the Management Agreement
also provides that the Partnership reimburse the Manager for direct expenses
incurred on behalf of the Partnership and for the Partnership's allocable share
of operational costs associated with services provided by the Manager.
Additionally, Charter Communications Holding Company, LLC and its affiliates
(collectively, "Charter") provide other management and operational services for
the Partnership that were provided by Falcon Communications, L.P. and its
affiliates (collectively, "Falcon") prior to November 12, 1999. These expenses
are charged to the properties served based primarily on the Partnership's
allocable share of operational costs associated with the services provided. The
total amount charged to the Partnership for these services was $105,000 and
$268,000 for the three and nine months ended September 30, 2000, respectively.
For the three and nine months ended September 30, 1999, the total amount charged
to the Partnership for these services was $84,800 and $242,300, respectively.
Substantially all programming services have been purchased through
Charter since November 12, 1999. Before that time, substantially all programming
services were purchased through Falcon. Falcon charged the Partnership for these
costs based on an estimate of what ECC could negotiate for such programming
services for the 14 partnerships managed as a group. Charter charges the
Partnership for these costs based on its costs. The Partnership recorded
programming fee expense of $169,100 and $484,500 for the three and nine months
ended September 30, 2000,
-6-
<PAGE> 7
ENSTAR INCOME PROGRAM II-1, L.P.
NOTES TO CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
===============================================================
respectively. For the three and nine months ended September 30, 1999,
programming fee expense was $207,500 and $586,500, respectively. Programming
fees are included in service costs in the statements of operations.
The Partnership provides cable television signals to certain cable
systems in neighboring communities that are owned by other partnerships managed
by ECC. Such services are provided without fee.
3. NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST
Net income per unit of limited partnership interest is based on the
average number of units outstanding during the periods presented. For this
purpose, net income has been allocated 99% to the Limited Partners and 1% to the
General Partner. The General Partner does not own units of partnership interest
in the Partnership, but rather holds a participation interest in the income,
losses and distributions of the Partnership.
4. SALE OF CABLE SYSTEM
On August 8, 2000, (as amended on September 29, 2000) the Partnership,
together with certain affiliates, (collectively, the "Sellers") entered into a
purchase and sale agreement (the "Agreement") with Multimedia Acquisition Corp.,
an affiliate of Gans Multimedia Partnership, (the "Purchaser"). The Agreement
provides for the Purchaser to acquire the assets comprising the Partnership's
cable system serving Taylorville, Illinois, as well as certain assets of other
affiliates.
The aggregate purchase price payable to the Sellers pursuant to the
Agreement is $95,574,600 in cash (subject to normal closing adjustments). Of
that amount, $13,846,000 (subject to normal closing adjustments) is payable to
the Partnership. The allocation of the purchase price among each of the Sellers
was assigned by the Purchaser for each of the systems.
The Purchaser's obligation to acquire the cable systems is subject to
numerous closing conditions, including without limitation: (a) receipt of the
necessary governmental consents to transfer franchises covering an aggregate of
90% of the subscribers of all of the Sellers; (b) receipt of certain other
material consents and approvals required for the consummation of the sale; (c)
receipt of the necessary approvals of the Limited Partners of each Seller; and
(d) other standard closing conditions. With respect to clause (c) above,
completion of the transaction is contingent on the Limited Partners of the
Partnership and the other selling affiliates voting to approve the sale.
-7-
<PAGE> 8
ENSTAR INCOME PROGRAM II-1, L.P.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
This report includes certain forward-looking statements regarding,
among other things, our future results of operations, regulatory requirements,
competition, capital needs and general business conditions applicable to the
Partnership. Such forward-looking statements involve risks and uncertainties
including, without limitation, the uncertainty of legislative and regulatory
changes and the rapid developments in the competitive environment facing cable
television operators such as the Partnership. In addition to the information
provided herein, reference is made to our Annual Report on Form 10-K for the
year ended December 31, 1999, for additional information regarding such matters
and the effect thereof on the Partnership's business.
RESULTS OF OPERATIONS
Our revenues increased from $802,000 to $812,100, or by 1.3%, and from
$2,380,900 to $2,429,300, or by 2.0%, for the three and nine months ended
September 30, 2000, as compared to the corresponding periods in 1999. Of the
$10,100 increase in revenues for the three months ended September 30, 2000,
$21,400 was due to increases in regulated service rates that we implemented in
2000 and $12,000 was due to increases in other revenue producing items. The
increase was partially offset by a $23,300 decrease due to decreases in the
number of subscribers for basic, premium and equipment rental services. Of the
$48,400 increase in revenues for the nine months ended September 30, 2000,
$87,900 was due to increases in regulated service rates that we implemented in
2000 and $11,600 was due to an increase in other revenue producing items. The
increases were partially offset by a $51,100 decrease in the number of
subscribers for basic, premium and equipment rental services. As of September
30, 2000, we had approximately 6,700 basic subscribers and 1,700 premium service
units.
Effective with the acquisition of Falcon Communications, L.P. (Falcon)
by Charter Communications Holdings Company, LLC (Charter) on November 12, 1999,
certain activities previously incurred at the Partnership and expensed through
service cost and general and administrative expense have been either eliminated
by Charter, or have been reimbursed by the Partnership based on Charter's costs
incurred. These reimbursed costs are included in general partner management fees
and reimbursed expenses on the Partnership's statements of operations. The total
of service costs, general and administrative expenses and general partner
management fees and reimbursed expenses increased from $448,700 to $480,200, or
by 7.0%, and decreased from $1,380,100 to $1,281,500, or by 7.1%, for the three
and nine months ended September 30, 2000, as compared to the corresponding
periods in 1999.
Our service costs decreased from $254,500 to $242,700, or by 4.6%, and
from $750,200 to $659,500, or by 12.1%, for the three and nine months ended
September 30, 2000, as compared to the corresponding periods in 1999. Service
costs represent costs directly attributable to providing cable services to
customers. The decrease was primarily due to decreases in programming fees,
personnel costs and certain costs incurred by the Partnership prior to the
Charter acquisition that
-8-
<PAGE> 9
ENSTAR INCOME PROGRAM II-1, L.P.
are now incurred by Charter and reimbursed by the Partnership, as discussed
above. Programming fees decreased as a result of lower rates that Charter has
extended to us and a decrease in subscribers.
Our general and administrative expenses increased from $69,200 to
$91,900, or by 32.8%, and decreased from $268,500 to $232,500, or by 13.4%, for
the three and nine months ended September 30, 2000, as compared to the
corresponding periods in 1999. The increase for the three months ended September
30, 2000, was primarily due to an increase in bad debt expense. The decrease for
the nine months ended September 30, 2000, was due to decreases in marketing
expenses and certain costs incurred by the Partnership prior to the Charter
acquisition that are now incurred by Charter and reimbursed by the Partnership,
as discussed above.
Our general partner management fees and reimbursed expenses increased
from $125,000 to $145,600, or by 16.5%, and from $361,400 to $389,500, or by
7.8%, for the three and nine months ended September 30, 2000, as compared to the
corresponding periods in 1999. Management fees increased in direct relation to
increased revenues as described above. As discussed above, Charter now performs
certain management and operational functions formerly performed by the
Partnership. This has resulted in us having more reimbursable costs and lower
service costs and general and administrative expenses.
Our depreciation and amortization expense increased from $113,700 to
$159,500, or by 40.3%, and from $352,000 to $442,700, or by 25.8% for the three
and nine months ended September 30, 2000, as compared to the corresponding
periods in 1999. The increases were primarily due to asset additions from the
upgrade of our cable systems.
Due to the factors described above, our operating income decreased from
$239,600 to $172,400, or by 28.0%, and increased from $648,800 to $705,100, or
by 8.7%, for the three and nine months ended September 30, 2000, as compared to
the corresponding periods in 1999.
Our interest income, net of interest expense, increased from $21,200 to
$34,700, or by 63.7%, and from $55,600 to $92,500, or by 66.4%, for the three
and nine months ended September 30, 2000, as compared to the corresponding
periods in 1999, primarily due to higher average cash balances available for
investment and due to higher average interest rates earned in 2000.
Due to the factors described above, our net income decreased from
$260,800 to $207,100, or by 20.6%, and increased from $704,400 to $797,600, or
by 13.2%, for the three and nine months ended September 30, 2000, as compared to
the corresponding periods in 1999.
Based on our experience in the cable television industry, we believe
that operating income before depreciation and amortization, or EBITDA, and
related measures of cash flow serve as important financial analysis tools for
measuring and comparing cable television companies in several areas, such as
liquidity, operating performance and leverage. EBITDA is not a measurement
determined under generally accepted accounting principles (GAAP) and does not
represent cash generated from operating activities in accordance with GAAP.
EBITDA should not be considered by the reader as an alternative to net income as
an indicator of financial performance or as an alternative to cash flows as a
measure of liquidity. In addition, the definition of EBITDA may not be identical
to
-9-
<PAGE> 10
ENSTAR INCOME PROGRAM II-1, L.P.
similarly titled measures used by other companies. EBITDA as a percentage of
revenues decreased from 44.1% to 40.9% and increased from 42.0% to 47.2% during
the three and nine months ended September 30, 2000, as compared to the
corresponding period in 1999. The increase was primarily related to increases in
revenues and decreases in programming fees as described above. EBITDA decreased
from $353,300 to $331,900, or by 6.1%, and increased from $1,000,800 to
$1,147,800, or by 14.7%, during the three and nine months ended September 30,
2000, as compared to the corresponding period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
Our primary objective is to distribute to our partners all available
cash flow from operations and proceeds from the sale of cable systems, if any,
after providing for expenses and capital requirements relating to the expansion,
improvement and upgrade of such cable television systems.
In accordance with the partnership agreement, Enstar Communications
Corporation, our corporate general partner, has implemented a plan for
liquidating the Partnership. On August 8, 2000, (as amended on September 29,
2000) the Partnership, together with certain affiliates, (collectively, the
"Sellers") entered into a purchase and sale agreement (the "Agreement") with
Multimedia Acquisition Corp., an affiliate of Gans Multimedia Partnership, (the
"Purchaser"). The Agreement provides for the Purchaser to acquire the assets
comprising the Partnership's cable system serving Taylorville, Illinois, as well
as certain assets of other affiliates.
The aggregate purchase price payable to the Sellers pursuant to the
Agreement is $95,574,600 in cash (subject to normal closing adjustments). Of
that amount, $13,846,000 (subject to normal closing adjustments) is payable to
the Partnership. The allocation of the purchase price among each of the Sellers
was assigned by the Purchaser for each of the systems.
The Purchaser's obligation to acquire the cable systems is subject to
numerous closing conditions, including without limitation: (a) receipt of the
necessary governmental consents to transfer franchises covering an aggregate of
90% of the subscribers of all of the Sellers; (b) receipt of certain other
material consents and approvals required for the consummation of the sale; (c)
receipt of the necessary approvals of the Limited Partners of each Seller; and
(d) other standard closing conditions. With respect to clause (c) above,
completion of the transaction is contingent on the Limited Partners of the
Partnership and the other selling affiliates voting to approve the sale.
Enstar Communications Corporation is currently preparing a proxy for
submission to the Partnership's Limited Partners for the purpose of approving or
disapproving the sale. If all of the Partnership's assets are sold, Enstar
Communications Corporation will proceed to liquidate the Partnership following
the settlement of their final liabilities.
At September 30, 2000, the Partnership had no debt outstanding. The
Partnership relies upon cash flow from operations to meet operating requirements
and fund necessary capital expenditures. Although the Partnership currently has
a significant cash balance, there can be no
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<PAGE> 11
ENSTAR INCOME PROGRAM II-1, L.P.
assurance that the Partnership's cash flow will be adequate to meet its future
liquidity requirements. The Partnership intends to upgrade its cable system in
Litchfield, Illinois in 2000 at an estimated cost of approximately $1,000,000,
which is required to be completed by January 2001 under a provision of the
franchise agreement. Capital expenditures approximated $707,800 as of September
30, 2000. As a result of these planned capital expenditures, the Partnership
intends, if possible, to maintain cash reserves.
We paid distributions totaling $282,500 during the nine months ended
September 30, 2000, and expect to continue to pay distributions at this level
during 2000. There can, however, be no assurances regarding the level, timing or
continuation of future distributions.
Falcon purchased insurance coverage for all of the cable television
properties owned or managed by it to cover damage to cable distribution plant
and subscriber connections and against business interruptions resulting from
such damage. This coverage is subject to a significant annual deductible which
applies to all of the cable television properties owned or formerly managed by
Falcon through November 12, 1999, and currently managed by Charter, including
those of the Partnership.
All of our subscribers are served by our system in Taylorville,
Illinois and neighboring communities. Significant damage to the system due to
seasonal weather conditions or other events could have a material adverse effect
on our liquidity and cash flows. We continue to purchase insurance coverage in
amounts our management views as appropriate for all other property, liability,
automobile, workers' compensation and other types of insurable risks.
Our operating activities provided $751,700 more cash in the nine months
ended September 30, 2000, than in the corresponding period of 1999. Changes in
receivables, prepaid expenses and other assets provided $60,000 more cash during
the nine months ended September 30, 2000, than in the corresponding period of
1999, due to differences in the timing of receivable collections and the payment
of prepaid expenses. We used $507,800 less cash to pay liabilities owed to
affiliates and third party creditors during the nine months ended September 30,
2000, than in the corresponding period of 1999, due to differences in the timing
of payments.
We used $449,600 more cash in investing activities during the nine
months ended September 30, 2000, than in the corresponding nine months of 1999
due to an increase in expenditures for tangible assets.
INFLATION
Certain of our expenses, such as those for wages and benefits,
equipment repair and replacement, and billing and marketing generally increase
with inflation. However, we do not believe that our financial results have been,
or will be, adversely affected by inflation in a material way, provided that we
are able to increase our service rates periodically, of which there can be no
assurance.
-11-
<PAGE> 12
ENSTAR INCOME PROGRAM II-1, L.P.
PART II. OTHER INFORMATION
ITEMS 1-5. Not applicable.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Amendment dated September 29, 2000, of the Asset
Purchase Agreement dated August 8, 2000, by and
among Multimedia Acquisition Corp., as Buyer, and
Enstar Income Program II-1, L.P., Enstar Income
Program II-2, L.P., Enstar Income Program IV-3,
L.P., Enstar Income/Growth Program Six-A, L.P.,
Enstar IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD
Systems Venture, Enstar Cable of Cumberland
Valley and Enstar Cable of Macoupin County, as
Sellers. (1)
27.1 Financial Data Schedule.*
(b) Reports on Form 8-K
- None
-------
* Filed herewith
(1) Incorporated by reference to the report on Form 10-Q of Enstar Income
Program IV-1, L.P. filed on November 13, 2000 (File No. 00015705).
-12-
<PAGE> 13
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 thereunto duly authorized.
ENSTAR INCOME PROGRAM II-1, L.P.
a GEORGIA LIMITED PARTNERSHIP
(Registrant)
By: ENSTAR COMMUNICATIONS CORPORATION
General Partner
Date: November 13, 2000 By: /s/ Kent D. Kalkwarf
----------------------------------
Kent D. Kalkwarf
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
-13-
<PAGE> 14
EXHIBIT INDEX
Exhibit
Number Description
10.1 Amendment dated September 29, 2000, of the Asset Purchase Agreement
dated August 8, 2000, by and among Multimedia Acquisition Corp., as
Buyer, and Enstar Income Program II-1, L.P., Enstar Income Program
II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth
Program Six-A, L.P., Enstar IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD
Systems Venture, Enstar Cable of Cumberland Valley and Enstar Cable of
Macoupin County, as Sellers (incorporated by reference to the Current
Report on Form 10-Q of Enstar Income Program IV-1, L.P. filed on
November 13, 2000, File No. 00015705).
27.1 Financial Data Schedule.
E-1
