<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
ENSTAR INCOME PROGRAM II-1, L.P.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
Units of Limited Partnership Interest.
------------------------------------------------------------------------
(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(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> 2
ENSTAR INCOME PROGRAM II-1, L.P.
12444 POWERSCOURT DRIVE, SUITE 100
ST. LOUIS, MISSOURI 63131
(314) 543-2389
JULY 10, 2000
Dear Enstar Income Program II-1, L.P. Unitholder:
DON'T BE FOOLED BY MILLENIUM'S ATTEMPTS TO GAIN CONTROL OVER THE PARTNERSHIP FOR
THE ALLEGED PROTECTION OF THE LIMITED PARTNERS. MILLENIUM IS OUT TO FURTHER ITS
OWN CORPORATE AGENDA - AND HAVE THE PARTNERSHIP PAY FOR IT.
Millenium is seeking your consent to terminate and dissolve the Partnership
and appoint itself liquidating trustee to oversee the sale of the Partnership's
assets. In our statement of opposition to Millenium's consent solicitation, we
asked you to vote "No" to Millenium's proposal. If you are still considering
voting for Millenium's proposal, before you vote, ask yourself these questions:
- WHO IS MILLENIUM? Let's start by stating who Millenium is not.
Millenium is not a partner in the Partnership and has no direct interest in
the Partnership. The experience of three of the four members of Millenium's
management is, largely, practicing corporate and/or real estate law or
holding officer positions in real estate ventures. Millenium has limited
history and experience in the cable television industry and, therefore,
limited (if any) knowledge of how to run or sell cable television systems.
Millenium is a California limited liability company, organized in 1998 "for
the purpose of seeking to become the general partner of various limited
partnerships in which its affiliates hold investment interests." Seemingly,
it has so far been unsuccessful in these efforts, having, as of December
31, 1999, reportedly achieved a total net worth of approximately $6,500.
- WHAT QUALIFICATIONS DOES MILLENIUM HAVE TO MAKE DECISIONS REGARDING
THE SALE OF THE CABLE TELEVISION SYSTEMS, DISSOLUTION OF THE PARTNERSHIP
AND DISTRIBUTION OF THE ASSETS TO THE LIMITED PARTNERS? As far as we can
tell, none. Millenium egregiously lacks (i) the capacity, (ii) the
knowledge of the cable television industry, and (iii) the necessary
personnel and resources to evaluate an appropriate deal for the Partnership
and the limited partners and bring about a favorable sale of the
Partnership's assets. Given management's lack of experience in the cable
television industry, we believe Millenium is also unfamiliar with the
regulatory requirements and complex process for gaining the necessary
approvals from the appropriate governmental authorities to sell the cable
television systems. Selling a cable system is a lengthy process that
involves more than merely signing documents and transferring real estate.
It includes regulatory filings, public hearings and interaction with the
various cable television franchising authorities. Without this know-how,
the general partner believes that the insertion of Millenium into the sale
process as liquidating trustee could cause substantial delays in
consummating a sale of the Partnership's cable systems.
- WHAT COSTS CAN THE PARTNERSHIP EXPECT TO INCUR IF MILLENIUM BECOMES
LIQUIDATING TRUSTEE? Millenium has stated its intention to seek
reimbursement of the legal fees and other costs relating to its consent
solicitation if it is successful in becoming liquidating trustee.
Typically, liquidating agents charge a fee for their services. We believe
Millenium will likely seek from the Partnership such a liquidating agent
fee given that Millenium has not stated otherwise in its proxy statement.
The fee sought could be substantial. Any fee determined to be payable to
Millenium would be an additional cost to the Partnership.
- WHAT ARE MILLENIUM'S REAL GOALS? Millenium states as its goal that
it wants to "insure a prompt liquidation of the Partnership assets, protect
the interest of the limited partners during such liquidation and seek the
highest possible proceeds and distributions to limited partners." We
believe Millenium's true goal is to gain control over the Partnership to
further its own corporate purpose of becoming the general partner in
various limited partnerships. Given its lack of experience in the cable
television industry,
<PAGE> 3
Millenium is not in a position to make any determination regarding the
liquidation of the Partnership, and lacks the wherewithal to accomplish its
purported goals. In our opinion, there is no reason for the unitholders to
appoint a liquidating trustee, especially one without knowledge or
experience in the cable television industry, any stated plan as to how and
when it will sell the assets or the capability to carry out a prompt sale
and liquidation. This attempt to take control of the Partnership appears to
us to be a method for Millenium to grow or accomplish its own corporate
objective -- at the expense of all limited partners. Do not be fooled by
Millenium's empty self-serving statements.
- ISN'T THE PARTNERSHIP'S CORPORATE GENERAL PARTNER IN THE BEST
POSITION TO OVERSEE A SALE OF THE ASSETS AND LIQUIDATION OF THE
PARTNERSHIP? Yes. Enstar Communications Corporation, the corporate general
partner, a subsidiary of Charter Communications Holdings LLC, the nation's
fourth largest cable television operator, has substantial history and
experience in the cable television industry, including buying and selling
cable television systems. Moreover, the corporate general partner has been
actively engaged in the process of selling the Partnership's cable
television systems. In the fall of 1999, it retained an established cable
industry broker and is presently reviewing a second round of bids from
interested potential buyers of the Partnership's cable television systems.
The corporate general partner's liquidation plan includes selling the
Partnership's assets along with those of affiliated Enstar partnerships in
an effort to negotiate a favorable sale price for the partnerships and to
keep the transaction costs to a minimum.
- WHAT DOES MILLENIUM MEAN WHEN IT REFERENCES CHARTER'S "CONFLICTS OF
INTEREST" IN ITS CONSENT SOLICITATION STATEMENT? Millenium alleges that
because Charter is engaged in other cable ventures, there exists a conflict
of interest regarding the time and services devoted to the Partnership's
affairs, including the prompt liquidation of its assets. Nothing could be
further from the truth: because of Charter's size and its experience in the
cable television industry, it is in a better position to seek potential
purchasers of the Partnership's assets and to mobilize its available
personnel and resources in order to accomplish a prompt and orderly sale.
Rather than posing a conflict of interest, the involvement of an industry
player, such as Charter, should provide comfort that all necessary steps
will be taken in an effort to sell the cable systems in a timely, efficient
and profitable manner. Millenium, on the other hand, reportedly has
virtually no assets, no employees, no experience, no independent capability
and, frankly, no business asking for the right to oversee the sale of cable
systems worth millions of dollars.
Millenium further charges that a conflict of interest exists because
Charter receives management fees. Charter receives these management fees
because it succeeded to the position of providing management services to
the Partnership as a result of the November 1999 acquisition. Charter does
not rely on these fees from the Partnership as a significant revenue
source. Charter's consolidated revenues for 1999 exceeded $1.4 billion. The
Partnership was charged management fees of approximately $160,000 in 1999.
These fees, along with the management fees of all of the Enstar
partnerships, if they were all received by Charter in 1999, would have
amounted to significantly less than 1% of Charter's annual consolidated
revenues for 1999. Despite Millenium's unfounded claims, the limited
partners can be assured that the payment of these fees do not present any
conflict of interest and the loss of these fees has no bearing on Charter's
commitment to sell the Partnership's cable systems.
- IS IT REASONABLE TO ASSUME THAT THE GENERAL PARTNER COULD, AS
MILLENIUM ALLEGES, SIMPLY "CHANGE ITS MIND AND ABANDON ALL ATTEMPTS TO SELL
THE PARTNERSHIP ASSETS?" No. Charter acquired the general partner in
November 1999 and determined to proceed with the sale of the cable
television systems of the Enstar partnerships provided fair and reasonable
prices could be obtained. The general partner has been actively engaged in
selling activities both before and since the November 1999 Charter
acquisition, and has not taken any steps toward abandoning its selling
efforts. To the contrary, the general partner has achieved substantial
progress toward its goal, having entered into definitive agreements for the
sale of cable systems of certain affiliated Enstar partnerships and
commenced the review of a second round of bids on the remaining cable
systems of the Enstar partnerships, including the Partnership. There is no
economic reason for the general partner, under ownership of Charter, to do
anything but continue in its efforts to sell the assets on fair and
reasonable terms.
2
<PAGE> 4
The sale of the cable systems and liquidation of the Partnership's assets
should be entrusted to your general partner. Indeed, the sale is in the process
of being accomplished by your general partner, and it will be more effectively
consummated by your general partner than by a liquidating trustee who may, based
upon its own proposal, be required to sell on a basis which would not be
beneficial for all limited partners.
We appreciate your taking the time to read this letter. If you have any
questions, please be sure to call us at (314) 543-2389 and ask for Ms. Carol
Wolf, our Manager of Partnership Relations, or myself.
On behalf of the Partnership.
Sincerely,
/s/ Ralph G. Kelly
Ralph G. Kelly
Senior Vice President and Treasurer
Enstar Communications Corporation
General Partner
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.
3
