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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY __, 2000
PROXY STATEMENT
FILED ON SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] 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
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ENSTAR INCOME PROGRAM II-1, L.P.
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(Name of Registrant as Specified In Its Charter)
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:
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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):
------------------------------------------------------------------------
(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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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
ENSTAR INCOME PROGRAM II-1, L.P.
12444 POWERSCOURT DRIVE, SUITE 100
ST. LOUIS, MISSOURI 63131
(314) 543-2389
July 28, 2000
Dear Enstar Income Program II-1, L.P. Unitholder:
MILLENIUM EXTENDS TIME FOR SOLICITATION AND
INCREASES ITS COSTS, WHICH IT MAY ASK YOU TO PAY
EXTEND FOR WHAT REASON? Millenium failed to receive the necessary votes.
Millenium Management LLC has announced an extension of its Solicitation of
Consent. The solicitation period is now due to expire on August 9, 2000. It
further announced that it has hired a proxy solicitor to assist Millenium in
obtaining votes, and that it may ask the Partnership to assume the cost involved
in the Consent Solicitation.
DOES MILLENIUM HAVE A PLAN FOR LIQUIDATION OF ASSETS? No such plan has
been divulged to the General Partner. We are still waiting for Millenium to
present a Liquidating Plan, together with a description of the services that
Millenium believes it will provide as Liquidating Trustee, and the costs it
intends to charge our Partnership for such services, if any.
WHY NOT ALL THE FACTS? Millenium did not tell the Limited Partners of the
result of its solicitation efforts to date. We believe that the Limited Partners
should receive this information before they again are asked to send Solicitation
Consents to Millenium, especially when they may be asked to pay the costs of
such solicitation.
WHO IS BETTER ABLE TO EFFECTUATE A SALE? It is our belief that the sale of
the cable systems and liquidation of the Partnership's assets should be
entrusted to your General Partner. A sale is in the process of being
accomplished by your General Partner, and, in our opinion, it will be more
effectively consummated by your General Partner than by any liquidating trustee.
To date, over 20% of the cable customers of the fourteen Enstar partnerships are
under a signed contract for the sale of their respective cable systems. The
remaining cable systems, including the cable system owned by your partnership,
are presently covered by a Letter of Intent, and the General Partner is
currently negotiating a contract with the potential buyer.
WE AGAIN ASK YOU TO VOTE "NO" TO MILLENIUM'S PROPOSAL. You can effectively
vote "No" by not returning the Consent Solicitation to Millenium. A defeat of
this proposal will save your Partnership the cost of Millenium's solicitations
and, in our opinion, will be in the best interest of the Partnership.
CHANGE OF VOTE If you have already mailed a "YES" to Millenium's Consent
Solicitation, and wish to change your vote to "NO", please execute the enclosed
Notice of Revocation of Consent, and return it to us in the pre-addressed
envelope. You have the right to change your vote at any time prior to the
expiration date set by Millenium. We will forward your signed Notice of
Revocation to Millenium before the expiration of the extended period.
If you have any questions, please be sure to call us at (314) 543-2389 and
ask for Carol Wolf, our Manager of Partnership Relations, or for me.
On behalf of the Partnership.
Sincerely,
/s/ Ralph G. Kelly
Ralph G. Kelly
Senior Vice President -- Treasurer
Enstar Communications Corporation
General Partner
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Certain statements made herein contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
indicated by words such as "believes," "will" and similar words or phrases. Such
statements are based on current expectations and are subject to risks,
uncertainties and assumptions. Should one of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, estimated or projected.
Factors that could cause actual results to differ materially from those in our
forward-looking statements include a failure to enter into or consummate a
definitive sale agreement due to regulatory obstacles, lack of required
consents, a downturn in the cable industry or other factors, some of which may
be beyond our control.
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ENSTAR INCOME PROGRAM II-1, L.P.
A GEORGIA LIMITED PARTNERSHIP (THE "PARTNERSHIP")
NOTICE OF REVOCATION OF CONSENT OF LIMITED PARTNER
To: Millenium Management, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, CA 91101
The undersigned, having heretofore delivered a Consent to Millenium Management,
LLC, hereby revokes such Consent in its entirety, and further revokes its
appointment of Millenium Management, LLC as his/her attorney-in-fact, as
provided in the Consent Solicitation Statement provided by Millenium Management,
LLC.
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Dated: __________, 2000.
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(Important -- please fill in) Signature of record owner
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Signature of co-owner, if any
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Telephone Number
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Number of Partnership Units
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(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 NOTICE OF REVOCATION OF CONSENT
IS SOLICITED BY
ENSTAR COMMUNICATIONS CORPORATION,
THE GENERAL PARTNER.
THIS NOTICE OF REVOCATION WILL BE VALID FROM THE DATE OF ITS EXECUTION
UNTIL DULY REVOKED
