<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 13E-3
TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 13e-3 THEREUNDER
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
Name of Issuer
NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP
NORTHLAND COMMUNICATIONS CORPORATION
FN EQUITIES JOINT VENTURE
NORTHLAND TELECOMMUNICATIONS CORPORATION
Name of Persons Filing Statement
JOHN S. WHETZELL, PRESIDENT JOHN S. SIMMERS, PARTNER
NORTHLAND COMMUNICATIONS CORPORATION FN EQUITIES JOINT VENTURE
1201 THIRD AVENUE, SUITE 3600 2780 SKY PARK, SUITE 300
SEATTLE, WASHINGTON 98101 TORRANCE, CALIFORNIA 90505
(206) 621-1351 (310) 326-3100
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement
<TABLE>
<S> <C> <C>
LIMITED PARTNERSHIP INTERESTS 0-16064 N/A
Title or Class of Securities I.R.S. Employer Identification CUSIP Number of Class of Securities
Number
</TABLE>
This statement is filed in connection with:
[X] (a) The filing of solicitation materials or an information statement
subject to Regulation 14A to or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act
of 1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.
[X] Check box if the soliciting materials or information statement
referred to in checking box "(a)" are preliminary copies.
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
$13,670,000 $2,681.21
(BASED ON PROJECTED PARTNERSHIP NET CASH VALUE)
- --------------------------------------------------------------------------------
[X] 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: $2,681.21
(2) Form or registration number: SCHEDULE 14A; COMMISSION FILE NO.
0-16064
(3) Filing party: ISSUER/REGISTRANT
(4) Date filed: JULY 19, 1996
----------------------
DOCUMENTS INCORPORATED BY REFERENCE
SCHEDULE 14 A PROXY STATEMENT, FILED HEREWITH
----------------------
(See following page for Cross Reference Sheet.)
<PAGE> 2
(b) No persons have been employed, retained or are to be compensated by the
Partnership or by any person on behalf of the Partnership to make solicitations
or recommendations in connection with the proposed transaction.
ITEM 16. ADDITIONAL INFORMATION
The Notice of Special Meeting, Form of Proxy, Limited Partners Letter and
Proxy Statement contained in Schedule 14A may be responsive to this Item. Such
information is hereby incorporated herein by this reference in answer to this
Item.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) No executed loan agreement is available at this time.
(b) See Exhibit C to the Proxy Statement. Such information is hereby
incorporated herein by this reference in answer to this Item.
(c) See Exhibit 1.1 to this Schedule 13E-3.
(d) Disclosure materials to be furnished to security holders are included
in the Schedule 14A. See response to Item 16.
(e) Not applicable. See response to Item 13(a).
(f) No persons have been employed by the Partnership to make oral
solicitations or recommendations to security holders.
<PAGE> 3
SIGNATURES
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Dated the 25th day of September, 1996.
NORTHLAND CABLE PROPERTIES
FOUR LIMITED PARTNERSHIP
By: Northland Communications Corporation
(Managing General Partner)
By: /s/ John S. Whetzell
--------------------------------------
John S. Whetzell
President
By: /s/ Gary S. Jones
--------------------------------------
Gary S. Jones
Vice President
NORTHLAND COMMUNICATIONS
CORPORATION
By: /s/ John S. Whetzell
------------------------------------------
John S. Whetzell, President
By: /s/ Gary S. Jones
------------------------------------------
Gary S. Jones, Vice President
FN EQUITIES JOINT VENTURE
By: FN EQUITIES, INC., Partner
By: /s/ John S. Simmers
--------------------------------------
John S. Simmers, Vice President
By: /s/ John S. Simmers
--------------------------------------
John S. Simmers, Partner
By: FN Network Partners, Ltd., Partner
By: /s/ John S. Simmers
---------------------------------
John S. Simmers, General Partner
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.1 Asset Purchase Agreement
<PAGE> 5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion of our
reports on Northland Cable Properties Four Limited Partnership dated March 4,
1996 and September 9, 1996 included in this proxy statement File No. 0-16064.
It should be noted that we have not audited any financial statements of the
company subsequent to July 31, 1996 or performed any audit procedures
subsequent to September 9, 1996.
/s/ ARTHUR ANDERSEN LLP
Seattle, Washington
September 24, 1996
<PAGE> 1
EXHIBIT 1.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement is made as of September __, 1996, and is
by and between NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP, a
Washington limited partnership ("Seller") and NORTHLAND COMMUNICATIONS
CORPORATION, a Washington corporation, and its assigns ("Buyer").
RECITALS
A. Seller currently is engaged in the business of providing cable
television service to various communities in Texas and California organized
into eight operating groups, including Flint/Tyler, New Caney, Whitewright,
Hillsboro, Kaufman, Waterwood and Prairie View, Texas and Chowchilla,
California, which constitute all of the cable systems owned and operated by
Seller (the "CATV Systems").
B. Buyer is the Managing General Partner of Seller.
C. Buyer desires to purchase from Seller and Seller desires to sell
to Buyer a portion of the assets of Seller used or useful in connection with
its cable television business, all as more particularly described below.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
SECTION 1. DEFINITIONS
For the purposes of this Agreement, the following capitalized terms
shall have the respective meanings ascribed to them below (terms defined in the
singular shall have the same meanings when used in the plural, and vice versa):
1.1 "Assets" shall mean all properties, privileges, rights and
interests, real and personal, tangible and intangible, of every type and
description in which Seller has any right, title or interest, and that are
owned, held, used, or useful in connection with the operation of the CATV
Systems as of the Closing Date, except only for the Excluded Assets as defined
below. The Assets shall include but not be limited to those assets, other than
Excluded Assets, listed on Schedule 1.2. The Assets are composed of two parts:
1.1.1 The "Purchased Assets" shall mean the undivided portion
of the Assets attributable to the Limited Partners' and the Administrative
General Partner's collective interest in the Seller.
1.1.2 The "Distributed Assets" shall mean the undivided
portion of the Assets attributable to the Managing General Partner's interest
in the Partnership.
1.2 "CATV Systems" shall have the meaning attributed to it in
Recital A above.
1.3 "Closing" and "Closing Date" shall refer to the consummation of
transactions contemplated by this Agreement. The day on which such meeting
takes place shall be referred to as the "Closing Date."
1.4 "Excluded Assets" shall include: Seller's cash on hand at Closing;
and only those other assets mutually agreed to by the parties and listed in
Schedule 1.4.
Asset Purchase Agreement Page 1
75879.M13 09/24/96
<PAGE> 2
1.5 "Purchase Price" shall mean the total consideration to be paid by
Buyer to Seller for the Purchase Assets, as more particularly described in
Section 3.1.
1.6 "Required Consents" shall mean the written consents to be obtained
from governmental agencies, franchising authorities, lessors, and any other
third parties whose consents and approvals are reasonably necessary or required
for Seller to sell, transfer, assign, convey and deliver the Assets to Buyer
and for Buyer to conduct the business of the CATV Systems and to own, lease,
use, and operate, as the case may be, the Assets at the places and in the
manner in which the CATV Systems and Assets are presently conducted or used and
will be conducted or used on the Closing Date.
1.7 "Security Interest" shall mean any mortgage, deed-of-trust, lien,
security agreement, limitation, pledge, hypothecation, assignment for security
purposes, option, put, charge, capital or financing lease arrangement,
priority, encumbrance, claim, suit, judgment or restraint on transfer
(including, without limitation, any agreement to give or suffer to exist any of
the foregoing) against title with respect to any Asset to be sold under this
Agreement.
SECTION 2. SALE OF ASSETS
2.1 Agreement to Purchase and Sell. Subject to the terms and
conditions set forth in this Agreement, at Closing Buyer shall purchase from
Seller, and Seller shall sell, transfer, assign, convey and deliver to Buyer,
the Purchased Assets.
2.2 Assets to Be Sold. Except as otherwise specifically provided in
this Agreement, all of the Assets, whether or not described in the Schedules to
this Agreement, are intended to be sold, transferred, assigned, conveyed and
delivered to Buyer, free and clear of all Security Interests.
2.3 Assets to Be Distributed. Upon consummation of the purchase and
sale of the CATV Systems, pursuant to the liquidation of the Partnership, Buyer
shall receive, in addition to its allocable share of any Excluded Assets, an
in-kind distribution of the Distributed Assets.
SECTION 3. PURCHASE PRICE
3.1 Purchase Price. Buyer shall pay to Seller total consideration of
_________________ Dollars ($____________) for the Purchased Assets.
3.2 Prorations and Other Adjustments. All prepaid expenses, accrued
expenses and prepaid revenue shall be adjusted on a prorata basis between
Seller and Buyer, all as determined in accordance with generally accepted
accounting principles, to reflect the principle that all expenses arising out
of and all income attributable to the CATV Systems for the period prior to
11:59 p.m. local time on the Closing Date are for the account of Seller, and
that all expenses arising out of and all income attributable to the CATV
Systems for the period after 11:59 p.m. local time on the Closing Date are for
the account of Buyer. All overlapping items of income or expense, including
without limitation the following, shall be prorated or reimbursed, as the case
may be, as of 11:59 p.m. local time on the Closing Date:
(a) Prepaid expenses and deposits (including without limitation
lessee security deposits) made prior to Closing, as permitted by the terms
hereof, for or in connection with goods or services where all or a part of such
goods or services have not been received or used as of the Closing Date (e.g.,
rents paid in advance for a rental period extending beyond the Closing Date);
Asset Purchase Agreement Page 2
75879.M13 09/24/96
<PAGE> 3
(b) Liabilities customarily accrued, arising from expenses
incurred but unpaid as of Closing, including without limitation liabilities
under any and all obligations assumed by Buyer pursuant to Section 4.1 (e.g.,
rents, sales commissions, fees for business and professional services, and
other similar matters);
(c) Taxes and utility charges related to the CATV System or in
respect of any of the Purchased Assets (other than state sales taxes that may
be due as a consequence of the consummation of the transactions contemplated by
this Agreement, and any taxes that may be imposed upon Buyer on the basis of
Buyer's income);
(d) Deposits made and unearned prepayments received by Seller
in connection with any of Seller's obligations assumed by Buyer pursuant to
Section 4.1; and
(e) Franchise fees, copyright payments, railroad and/or highway
crossing charges, satellite service fees, antenna space leases, billing company
charges, and other fees, expenses, costs and charges normally prorated in the
sale of the assets of a CATV business.
No payments or adjustments shall be made with respect to any assets other than
the Purchased Assets.
SECTION 4. ASSUMPTION OF LIABILITIES
4.1 Assignment and Assumption. All of Seller's obligations with
respect to the CATV Systems are set forth in the agreements listed in Schedule
1.2. Except only as specifically provided in this Section 4.1, Buyer shall
assume only (a) the obligations of Seller set forth on Schedule 4.1 that accrue
after the Closing Date, and (b) Seller's obligations to subscribers of the CATV
Systems that accrue after the Closing Date with respect to (i) subscriber
deposits held by Seller (and for which Buyer receives credit) as of the Closing
Date which are refundable, and (ii) subscriber advance payments held by Seller
(and for which Buyer receives credit) as of the Closing Date for services to be
rendered in connection with the operation of the CATV Systems subsequent to the
Closing Date (collectively, the "Assumed Liabilities"). At Closing, Seller
shall assign and Buyer shall assume the Assumed Liabilities.
4.2 Limitation of Liability. It is expressly understood and agreed
that Buyer shall not be liable for, and does not assume, any obligations or
liabilities of Seller of any kind or nature, other than the Assumed
Liabilities.
4.3 Sales and Transfer Taxes; Third-Party Consents. Seller shall
assume the liability for and shall pay any and all reasonable costs, fees and
taxes associated with the consummation of the transactions contemplated by this
Agreement; provided, however, that Seller shall not be obligated either to pay
any unreasonable fees or expenses or to undertake any unreasonable obligations
as a part of Seller's performance. If Buyer and Seller determine that
extraordinary measures are necessary to obtain the consent or agreement to any
part of the transactions contemplated by this Agreement of any governmental
authority or any independent third-party with whom Seller is contractually
bound, any extraordinary fees or expenses, or the initiation or prosecution of
legal proceedings, shall be paid one-half by Seller and one-half by Buyer.
Seller shall assume the liability for and shall pay any and all taxes that may
be imposed on Seller on the basis of Seller's income. Notwithstanding the
foregoing, unless specifically set forth herein, each party shall bear the
expenses of its own attorneys, accountants and experts.
SECTION 5. CLOSING; CLOSING DATE; TERMINATION
Asset Purchase Agreement Page 3
75879.M13 09/24/96
<PAGE> 4
5.1 Closing Date. Subject to the terms and conditions of this
Agreement, Closing shall be conducted at the offices of Buyer or such other
location on a Closing Date as may be mutually agreed to by the parties.
5.2 Termination. This Agreement may be terminated at any time prior
to Closing by the mutual written consent of Seller and Buyer.
5.3 Effect of Termination. In the event this Agreement is terminated
pursuant to Section 5.2, neither Seller nor Buyer shall be liable to each other
for any legal or equitable remedies.
SECTION 6. CONDITIONS OF BUYER'S OBLIGATIONS
Buyer's obligations to close hereunder are subject to the satisfaction
of all of the following conditions, each of which must be satisfied on or
before the Closing Date and any of which may be waived in writing by Buyer.
6.1 Required Consents. Buyer shall have obtained all Required
Consents to the assignment and assumption of the Purchased Assets.
6.2 Financing. Buyer shall have obtained financing from an
institutional lender on terms satisfactory to it, in its sole
discretion.
6.3 Conveyance of Title to Assets. Buyer shall have received
documentation reasonably satisfactory to it of the release and discharge of any
and all Security Interests, on or against Seller (but only to the extent such
Security Interests relate to the Purchased Assets), the Purchased Assets or the
CATV Systems, except to the extent Buyer assumes such Security Interests
pursuant to Section 4.1.
SECTION 7. CONDITIONS OF SELLER'S OBLIGATIONS
Seller's obligations to close are subject to all of the following
conditions, any of which may be waived in writing by Seller.
7.1 Approval of Sale. The Limited Partners of Seller shall have
approved the sale of the Purchased Assets.
7.2 Restraint of Proceedings. No action, proceeding or investigation
shall have been instituted or threatened on or prior to Closing, to set aside
or modify the transactions provided for in this Agreement or to enjoin or
prevent its consummation.
7.3 No Governmental Action. No investigation, action or proceeding
shall have been commenced by the Department of Justice or Federal Trade
Commission or any other governmental entity challenging or seeking to enjoin
the consummation of this transaction and neither Buyer nor Seller shall have
been notified of a present intention by the Assistant Attorney General in
charge of the Antitrust Division of the Department of Justice, the Director of
the Bureau of Competition of the Federal Trade Commission or any governmental
entity (or their respective agents or designees) to commence, or recommend the
commencement of, such an action or proceeding.
SECTION 8. MISCELLANEOUS
Asset Purchase Agreement Page 4
75879.M13 09/24/96
<PAGE> 5
8.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Washington.
8.2 Assignment and Delegation of Agreement. Seller shall not assign
this Agreement or any interest in this Agreement without the prior written
consent of Buyer. Buyer may assign and delegate all or a part of its rights
and obligations under this Agreement to one or more entities affiliated with
Buyer without the prior written consent of Seller.
8.3 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties to this Agreement and their respective
permitted successors and assigns.
8.4 Additional Agreements. Seller and Buyer shall sign any
additional agreements and other documents necessary or desirable to carry out
the terms of this Agreement.
BUYER: NORTHLAND COMMUNICATIONS
CORPORATION
By _______________________________
James A. Penney, Vice President
SELLER: NORTHLAND CABLE PROPERTIES FOUR
LIMITED PARTNERSHIP
By: Northland Communications
Corporation,
Managing General Partner
By ____________________________
James A. Penney, Vice President
Asset Purchase Agreement Page 5
75879.M13 09/24/96
