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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 2)
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[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Rule 14a-11(c) or 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)
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(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:
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number, or the form or schedule and the date of its filing. (1) Amount
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Filing Party: (4) Date Filed:
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AMENDMENT NO. 2
to
SOLICITATION OF CONSENTS
of
LIMITED PARTNERS
of
ENSTAR INCOME PROGRAM II-1, L.P.
by
MILLENIUM MANAGEMENT, LLC
a California limited liability company
July 26, 2000
Millenium Management, LLC, a California limited liability company
("Millenium"), hereby amends its Solicitation of Consents dated June 5, 2000
(the "Solicitation"), by which 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 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 has engaged D.F. King & Co., Inc., 77 Water Street, New York, NY
10005, to solicit consents by telephone from the limited partners that have not
yet responded. Millenium shall initially bear the costs of such solicitation,
estimated at $4,000, but may seek reimbursement of such costs from the
Partnership.
The Consents are solicited upon the terms and subject to the conditions of
the original Solicitation of Consents dated June 5, 2000, as amended by
Amendment No. 1 dated July 19, 2000, and as amended hereby, and the accompanying
form of Consent.
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 AUGUST 9, 2000, UNLESS EXTENDED.
