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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
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:
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(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.
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(4) Proposed maximum aggregate value of transaction:
......................................................................
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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Millenium Management, LLC
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199 S. Los Robles Avenue, Suite 440 Pasadena, California 91101
TEL (626) 585-5920 FAX (626) 585-5929
July 11, 2000
Dear Limited Partner:
We are writing to correct the many misstatements made by the general
partner of your partnership, Enstar Income Program II-1, L.P., in its letter to
you dated July 10, 2000.
General Partner's Misstatement: Millenium is attempting to gain control of
the Partnership.
The Truth: If Millenium's proposals are approved, the corporate general
partner will still control the Partnership and operate its business. Millenium
will only be in charge of overseeing the sale of the Partnership's assets, with
the goal of maximizing the profits for all partners.
General Partner's Misstatement: Millenium is not qualified to sell the
Partnership's assets.
The Truth: Millenium's affiliates have invested over $100 Million in
limited partnerships, including many that hold cable television assets. We are
very capable of evaluating liquidation plans and overseeing the general
partner's efforts to sell the cable systems.
General Partner's Misstatement: Millenium intends to charge a fee for
acting as liquidating trustee, which could be substantial.
The Truth: Simply not true; and the general partner has been specifically
advised by Millenium that it has no basis for such speculation.
General Partner's Misstatement: The general partner does not have a
conflict of interest regarding the time and services devoted to the
Partnership's affairs.
The Truth: The Partnership's own Annual Report to limited partners, filed
with the SEC on Form 10-K on March 30, 2000, in the Section entitled "Certain
Relationships and Related Transactions - Conflicts of Interest," states:
"The executive officers of the corporate general partner have their
personal employment with Charter Communications, Inc., and, as a result,
are involved in the management of other cable ventures. Charter expects to
continue to enter into other cable ventures. These affiliations subject
Charter and the corporate general partner and their management to conflicts
of interest. These conflicts of interest relate to the time and services
that management will devote to the partnership's affairs."
Were they lying then, or are they lying now?
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General Partner's Misstatement: The general partner could not change its
mind and abandon its attempts to sell the Partnership assets.
The Truth: The general partner can do just that. The general partner has
failed for almost a year to sell the Partnership's assets, or even obtain a
contract to sell them. The letter of intent previously announced by the general
partner has fallen through, which is the real reason the general partner is
going through the "second round of bids" it keeps referring to in its
communications with limited partners. Millenium's proposal to liquidate the
Partnership is separate and independent of its other proposals, so the general
partner could have recommended that limited partners approve the proposal to
liquidate. However, the general partner opposes it, making it clear that the
general partner wants to leave open its option to change its mind about
liquidating the Partnership.
Why is Millenium Really Doing This?
The answer to this question is simple: we are tired of being ignored by the
general partner. Our affiliate is a limited partner, like you. In fact, it is
the largest single limited partner in the Partnership, and a significant limited
partner in many other Enstar partnerships. Even though we are a "big investor,"
the general partner has refused and ignored our requests for information about
the Partnership, and has refused and ignored our requests for Partnership books
and records that the limited partnership agreements require them to provide to
us and any limited partner, such as yourself.
We are concerned that the general partner is hiding something.
Over the six years ended December 31, 1999, the Partnership and nine other
publicly registered Enstar partnerships managed by the corporate general partner
have paid over $24.5 Million in management fees and reimbursements; while over
the same period distributing less than $11.6 Million to the partners (including
additional distributions to the general partners and liquidating distributions,
if any). It is clear to see who has been benefiting from your investment.
After years of being mistreated, we decided enough was enough.
We have not done this to add to our business - we do not want to operate
the Partnership's assets - we want the Partnership to sell them! And we want
access to the information to which we are entitled so that we can protect our
interests as a limited partner, which ends up protecting your interests as well.
As we said in our original solicitation to you, if we are appointed as
liquidating trustee, we will work with the general partner to liquidate the
Partnership's assets - so you would not be losing the benefits they can bring to
the sale process (unless the general partner refuses to cooperate with
Millenium). However, with Millenium as liquidating trustee, you would have the
added benefits of having someone without conflicts of interest looking out for
the best interests of the limited partners and ensuring that the general partner
finally gets the Partnership's assets sold.
We have enclosed another consent form. If you have not already voted,
please complete and return your consent form as soon as possible.
Millenium Management, LLC
