<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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<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.)
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<TABLE>
CROSS REFERENCE SHEET PURSUANT TO GENERAL INSTRUCTION "F" OF SCHEDULE 13E-3
<CAPTION>
Item in Schedule 13E-3 Location in Proxy Material
---------------------- --------------------------
<S> <C>
1. Issuer and Class of Security Subject to the
Transaction................................... PROXY STATEMENT: COVER PAGE; INTRODUCTION-GENERAL AND--MARKET
FACTORS; MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--GENERAL
2. Identity and Background....................... PROXY STATEMENT: CERTAIN AFFILIATES OF THE PARTNERSHIP
3. Past Contracts, Transactions or Negotiations.. PROXY STATEMENT: FINANCIAL STATEMENTS--AUDITED FINANCIAL
STATEMENT OF NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP;
FINANCIAL STATEMENTS (UNAUDITED)--NORTHLAND CABLE PROPERTIES FOUR
LIMITED PARTNERSHIP; PROPOSED TRANSACTION--MARKET FACTORS
4. Terms of the Transaction...................... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--ACQUISITION OF SYSTEMS BY NORTHLAND AND
--DETERMINATION BY NORTHLAND NOT TO CLOSE AND--TERMS OF THE
TRANSACTION
5. Plans or Proposals of the Issuer or
Affiliate ................................... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--ACQUISITION OF SYSTEMS BY NORTHLAND AND
--DETERMINATION BY NORTHLAND NOT TO CLOSE AND--TERMS OF THE
TRANSACTION; MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--GENERAL
6. Source and Amounts of Funds or Other
Consideration................................. PROXY STATEMENT: PROPOSED TRANSACTION--ACQUISITION OF SYSTEMS BY
NORTHLAND AND--DETERMINATION BY NORTHLAND NOT TO CLOSE AND
--TERMS OF THE TRANSACTION; PROJECTED CASH AVAILABLE FROM
LIQUIDATION; PROJECTED CASH AVAILABLE IF CLOSING OCCURS
7. Purpose(s), Alternatives, Reasons and
Effects ...................................... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--BACKGROUND OF PROPOSED TRANSACTION AND--MARKET
FACTORS; CERTAIN CONSEQUENCES OF THE TRANSACTION; PROJECTED CASH
AVAILABLE FROM LIQUIDATION; PROJECTED CASH AVAILABLE IF CLOSING
OCCURS; FEDERAL INCOME TAX CONSEQUENCES; CERTAIN CONSEQUENCES OF
LIMITED PARTNERS' DETERMINATION NOT TO SELL; CONFLICTS OF INTEREST
8. Fairness of the Transaction................... PROXY STATEMENT: COVER PAGE; INTRODUCTION--GENERAL AND
--CONFLICTS OF INTEREST; PROPOSED TRANSACTION--FAIRNESS OF THE
PROPOSED TRANSACTION AND--MARKET FACTORS AND--APPRAISAL PROCESS
AND--SALE PRICE OF THE SYSTEMS
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Item in Schedule 13E-3 Location in Proxy Material
---------------------- --------------------------
<S> <C>
9. Reports, Opinions, Appraisals and Certain
Negotiations.................................. PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--APPRAISAL PROCESS AND--SUMMARY OF APPRAISAL AND
--MARKET FACTORS AND--FAIRNESS OF THE PROPOSED TRANSACTION;
CONFLICTS OF INTEREST--CONFLICTS OF INTEREST; PROJECTED CASH
AVAILABLE IF CLOSING OCCURS; EXHIBIT C
10. Interest in Securities of the Issuer.......... PROXY STATEMENT: COVER PAGE
11. Contracts, Arrangements or Understandings
with Respect to the Issuer's Securities....... ++
12. Present Intention and Recommendation of
Certain Persons with Regard to the
Transaction ................................. PROXY STATEMENT: COVER PAGE
13. Other Provisions of the Transaction........... ++
14. Financial Information......................... PROXY STATEMENT: PROJECTED CASH AVAILABLE IF CLOSING OCCURS
15. Persons and Assets Employed, Retained or
Utilized...................................... PROXY STATEMENT: NOTICE OF SPECIAL MEETING; PROXY; LETTER TO
LIMITED PARTNERS; PROXY STATEMENT
16. Additional Information........................ ++
17. Material to be Filed as Exhibits.............. PROXY STATEMENT: EXHIBIT C
</TABLE>
<PAGE> 4
For the purposes of responses to this Schedule 13E-3, cross references will
be made to Schedule 14A, filed herewith, and to the attached portions of Form
10-K Annual Report for fiscal year ended December 31, 1995.
Capitalized terms not expressly defined herein shall have the same meaning
ascribed to them in the Proxy Statement (as defined below). For the purpose of
this Schedule 13E-3, the following capitalized terms shall be ascribed the
following meanings:
"Schedule 14A" shall mean Schedule 14A of the Partnership filed
contemporaneously with this Schedule 13E-3.
"Form of Proxy" shall mean the form of proxy forming part of Schedule 14A.
"Form 10-K" shall refer to the Form 10-K annual report filed with the
Commission for the fiscal year ended December 31, 1995 under Commission File No.
0-16064.
"Limited Partners Letter" shall mean the letter addressed to the limited
partners of the Partnership forming part of Schedule 14A.
"Notice of Special Meeting" shall refer to the notice of special meeting of
limited partners of the Partnership forming part of Schedule 14A.
"Proxy Statement" shall refer to the proxy statement forming part of
Schedule 14A.
"Units" shall mean limited partnership interests in the Partnership.
All of the above documents are hereby incorporated herein by this reference.
- - --------------------------------------------------------------------------------
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) See the cover page to Schedule 14A. See the first paragraph of the
introduction to the Proxy Statement under the heading "General." Such
information is hereby incorporated herein by this reference in answer to this
Item.
(b) See the cover page of Schedule 14A. See also the second paragraph of
the cover page of the Proxy Statement. Such information is hereby incorporated
herein by this reference in answer to this Item.
(c) See the first paragraph under the subheading "Proposed Transaction --
Market Factors" in the Proxy Statement. Such information is hereby incorporated
herein by this reference in answer to this Item.
(d) See Item 5(c) in Part II of Form 10-K and the paragraphs under the
subheading "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- General" in the Proxy Statement. Such information is
hereby incorporated herein by this reference in answer to this Item.
(e) During the past three years, the Partnership has made no underwritten
public offering of Units for cash which was registered under the Securities Act
of 1933 (the "1933 Act") or exempt from registration thereunder pursuant to
Regulation A.
(f) Neither the Partnership nor any affiliate of the Partnership has
purchased any Units since the commencement of the Partnership's second full
fiscal year preceding the date of this Schedule.
<PAGE> 5
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is filed by the Partnership, Northland Communications
Corporation, Northland Telecommunications Corporation and FN Equities Joint
Venture.
The Partnership is a Washington limited partnership with no directors or
officers. The Managing General Partner of the Partnership is Northland
Communications Corporation, a Washington corporation ("NCC"); the Administrative
General Partner of the Partnership is FN Equities Joint Venture, a California
general partnership ("FNEJV").
NCC is a wholly-owned subsidiary of Northland Telecommunications
Corporation, a Washington corporation ("NTC"). The principal business of NCC is
locating cable television systems, negotiating for their acquisition, forming
limited partnerships to own the systems, arranging for the sale of limited
partnership interests to investors, managing the partnerships, and liquidating
partnership assets upon dissolution. The principal business of NTC is that of a
holding company. The address of the principal executive offices of each of NCC
and NTC is 1201 Third Avenue, Suite 3600, Seattle, Washington 98101.
The sole partners of FNEJV are FN Equities, Inc. ("FNE"), a wholly-owned
subsidiary of FNI International, Inc. ("FNIII"), FN Network Partners, Ltd., a
California limited partnership ("FNPL"), and John Simmers, an affiliate of FNE
and FNIII. The principal business of each of FNEJV and FNE is to provide
administrative services as administrative general partner of limited partnership
cable television operations. The principal business of FNIII is that of a
holding company. The address of the principal executive offices of each of
FNEJV, FNE, FNPL and FNIII is 2780 Sky Park Drive, Suite 300, Torrance,
California 90505.
For information responsive to Items (a) through (d) of this Item 2, see,
with respect to NCC and FNEJV, Item 10 under Part III of Form 10-K. Such
information is hereby incorporated herein by this reference in answer to this
Item.
The following table sets forth the executive officers and directors of NTC;
biographical information concerning these persons is set forth in Item 10 under
part III of Form 10-K.
- - ---------------------------- ---------------------------------------------------
NAME POSITION
- - ---------------------------- ---------------------------------------------------
John S. Whetzell Board Chairman and President
- - ---------------------------- ---------------------------------------------------
Richard I. Clark Director, Vice President, Treasurer and Assistant
Secretary
- - ---------------------------- ---------------------------------------------------
John E. Iverson Director and Assistant Secretary
- - ---------------------------- ---------------------------------------------------
James A. Penney Vice President and Secretary
- - ---------------------------- ---------------------------------------------------
James E. Hanlon Divisional Vice President
- - ---------------------------- ---------------------------------------------------
Richard J. Dyste Vice President, Technical Services
- - ---------------------------- ---------------------------------------------------
Gary S. Jones Vice President
- - ---------------------------- ---------------------------------------------------
H. Lee Johnson Divisional Vice President
- - ---------------------------- ---------------------------------------------------
Arlen I. Prentice Director
- - ---------------------------- ---------------------------------------------------
Milton A. Barrett, Jr. Director
- - ---------------------------- ---------------------------------------------------
Arthur H. Mazzola Director
- - ---------------------------- ---------------------------------------------------
Travis H. Keeler Director
- - ---------------------------- ---------------------------------------------------
<PAGE> 6
The following table sets forth the executive officers and directors of FNE:
- - ----------------------------------- -------------------------------------------
NAME POSITION
- - ----------------------------------- -------------------------------------------
Miles Z. Gordon President and Director
- - ----------------------------------- -------------------------------------------
John S. Simmers Vice President and Director
- - ----------------------------------- -------------------------------------------
Harry M. Kitter Secretary and Treasurer
- - ----------------------------------- -------------------------------------------
The business address for all of the above is the address of the principal
executive offices of FNE. Biographical information concerning Messrs. Gordon,
Simmers and Kitter is set forth in Item 10 under Part III of Form 10-K.
The following table sets forth the officers and directors of FNIII:
- - ---------------------------- ------------------------- -------------------------
NAME POSITION BUSINESS ADDRESS
- - ---------------------------- ------------------------- -------------------------
Miles Z. Gordon Director Torrance, California
- - ---------------------------- ------------------------- -------------------------
John S. Simmers Director Torrance, California
- - ---------------------------- ------------------------- -------------------------
John D. Cartwright Director Torrance, California
- - ---------------------------- ------------------------- -------------------------
Gerald W. Brown Director Bellevue, Washington
- - ---------------------------- ------------------------- -------------------------
Harold G. Nahigian Director Los Angeles, California
- - ---------------------------- ------------------------- -------------------------
Edward R. Hunt, Sr. Director Long Beach, California
- - ---------------------------- ------------------------- -------------------------
John L. Kassab Director Pleasant Hill, California
- - ---------------------------- ------------------------- -------------------------
Mr. Brown is President of Coordinated Management Corporation, Koll Center
Bellevue, 500 - 108th Avenue, NE, #225, Bellevue, Washington. Mr. Brown has held
this position since February 1985. Previously he was Marketing Director of
University Securities Corporation from January 1979 to January 1983, and Sales
Manager for American Bankers Life from June 1975 to December 1978.
Mr. Cartwright is President of John D. Cartwright & Associates, a position
he has held since August 28, 1980. The address of John D. Cartwright &
Associates is 1025 W. 190th Street #120, Gardena, California 90248.
Mr. Hunt is an Independent Contractor with FNIC. Previously he was a
Registered Principal with University Securities Corporation from June 1978 to
August 1983. His address is 3447 Atlantic Avenue, #110, Long Beach, CA 90807.
Mr. Kassab is also an Independent Contractor with FNIC. Previously he was
Marketing Director of University Securities Corporation from July 1978 to July
1983. His address is P.O. Box 1690, Colfax, California 95713.
Mr. Nahigian is President of Nationwide Investments and Insurance, Inc.,
3807 Wilshire Blvd. #1040, Los Angeles, California 90010-3145, a position he has
held since August 1979. Previously he was Senior Vice President of University
Securities Corporation from June 1980 to May 1983.
In response to Item 2(e), none of the persons or entities identified in
response to this Item has, during the past 10 years, been involved in any
bankruptcy or other insolvency proceeding, criminal proceeding, civil and
administrative proceeding, or self-regulatory organization proceeding of the
kind listed in the instructions for this Item. In response to Item 2(f), all of
the persons identified in this Item are United States citizens.
<PAGE> 7
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) (i) See entry for Expenses and Note 3, both under the subsection
"Financial Statements -- Audited Financial Statement of Northland Cable
Properties Four Limited Partnership" in the Proxy Statement and the entry for
Expenses under the subsection "Financial Statements (Unaudited) -- Northland
Cable Properties Four Limited Partnership" in the Proxy Statement.
(ii) No contacts, transactions or negotiations have occurred which
would be subject to this Item, except the proposed transaction described in the
Proxy Statement.
(b) No contacts or negotiations have occurred which would be subject to
this Item, except the proposed transaction described in the Proxy Statement. See
"Proposed Transaction -- Market Factors. Such information is hereby incorporated
herein by this reference in answer to this Item.
ITEM 4. TERMS OF THE TRANSACTION
(a) See the subsection headed "Introduction -- General" in the Proxy
Statement. See also the paragraphs under the subheadings "Proposed Transaction
- - -- Acquisition of Systems by Northland," "Proposed Transaction -- Determination
by Northland Not to Close," and "Proposed Transaction -- Terms of the
Transaction." Such information is hereby incorporated herein by this reference
in answer to this Item.
(b) Because the acquiring entity and the Managing General Partner are
affiliated, the undivided portion of the Systems attributable to the Managing
General Partner's interest in the Partnership will be distributed to the
Managing General Partner in-kind, rather than sold for cash, as is the case for
the other holders of the Partnership's securities. See the second paragraph
under the subheading "Proposed Transaction -- Terms of the Transaction." Such
information is hereby incorporated herein by this reference in answer to this
Item.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) See the paragraphs under the subheading "Introduction -- General" in
the Proxy Statement, and the paragraphs under the subheadings "Proposed
Transaction -- Acquisition of Systems by Northland," "Proposed Transaction --
Determination by Northland Not to Close," and "Proposed Transaction -- Terms of
the Transaction" in the Proxy Statement. Such information is hereby incorporated
herein by this reference in answer to this Item.
(b) See response to Item 5(a) above. Such information is hereby
incorporated herein by this reference in answer to this Item.
(c) Except for the termination of the employment of employees of the
Partnership, no change in the present Board of Directors or management of the
Partnership nor of any of the persons enumerated in Instruction C for whom this
Item 5 applies is expected to occur in relation to, or as a result of, the
proposed transaction.
(d) See response to Item 5(a) above. Such information is hereby
incorporated herein by this reference in answer to this Item. With respect to
any material change in the present dividend rate or policy of the Partnership,
see the paragraph under the subheading "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- General" in the Proxy
Statement. Such information is hereby incorporated herein by this reference in
answer to this Item. The General Partners intend that all indebtedness of the
Partnership will be repaid upon consummation of
<PAGE> 8
the proposed transaction. The capitalization of the Partnership will be
materially altered in consequence of the proposed liquidation under the proposed
transaction. The Managing General Partner does not expect any material change to
occur in the present dividend rate or policy, or indebtedness or capitalization
of either NCC or NTC. The administrative general partner does not expect any
material change to occur in the present dividend rate or policy of, or
indebtedness or capitalization of any of FNEJV, FNE or FNIII.
(e) See response to Item 5(a) above. Such information is hereby
incorporated herein by this reference in answer to this Item.
(f) Upon liquidation of the Partnership, the Units will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 (the "1934 Act"). No such events will occur with respect to
the persons mentioned in Instruction C as a result of, or in relation to, the
proposed transaction.
(g) Upon liquidation of the Partnership pursuant to the proposed
transaction, the Partnership will no longer be obligated to file reports
pursuant to Section 15(d) of the 1934 Act. No such events will occur with
respect to the persons mentioned in Instruction C as a result of, or in relation
to, the proposed transaction.
The General Partners believe that none of the activities or transactions
described in Item 5 should apply to any of the individual persons described in
Instruction C.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) See the subsections headed "Proposed Transaction -- Acquisition of
Systems by Northland" and "Proposed Transaction -- Terms of the Transaction" in
the Proxy Statement. Such information is hereby incorporated herein by this
reference in answer to this Item.
(b) See the section headed "Projected Cash Available from Liquidation" and
"Projected Cash Available if Closing Occurs." Such information is hereby
incorporated herein by this reference in answer to this Item. The Partnership
has paid or will be responsible for paying all of the expenses described in Item
6(b).
(c) See the subsection headed "Proposed Transaction -- Determination by
Northland Not to Close" in the Proxy Statement.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) See the paragraphs under the subheading "Proposed Transaction --
Background of Proposed Transaction" in the Proxy Statement. See also the first
paragraph of the section under the subheading "Proposed Transaction --Market
Factors" in the Proxy Statement. Such information is hereby incorporated herein
by this reference in answer to this Item.
(b) See the final paragraph of the section under the subheading "Proposed
Transaction -- Background of Proposed Transaction" and the section under the
subheading "Proposed Transaction -- Market Factors" in the Proxy Statement. Such
information is hereby incorporated herein by this reference in answer to this
Item.
(c) See the responses to Items 7(a) and 7(b) above. Such information is
hereby incorporated herein by this reference in answer to this Item.
<PAGE> 9
(d) See the section under the subheading "Introduction -- General" in the
Proxy Statement. See also the sections headed "Certain Consequences of the
Transaction," "Projected Cash Available from Liquidation," "Projected Cash
Available if Closing Occurs" and "Federal Income Tax Consequences" in the Proxy
Statement. Such information is hereby incorporated herein by this reference in
answer to this Item.
In response to Instruction (2), see also the sections headed "Certain
Consequences of Limited Partners' Determination Not to Sell," "Proposed
Transaction -- Fairness of the Proposed Transaction", and "Conflicts of
Interest" in the Proxy Statement. Such information is hereby incorporated herein
by this reference in answer to this Item.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) See the section under the subheading "Proposed Transaction -- Fairness
of the Proposed Transaction" in the Proxy Statement. Such information is hereby
incorporated herein by this reference in answer to this Item.
(b) See the main section headed "Proposed Transaction" in the Proxy
Statement, and, in particular, the subsections thereunder headed "Market
Factors," "Appraisal Process," "Sale Price of the Systems," and "Fairness of the
Proposed Transaction." Such information is hereby incorporated herein by this
reference in answer to this Item.
(c) See the first paragraph of the section under the subheading
"Introduction -- General" in the Proxy Statement. See also the cover page of the
Proxy Statement, and "Introduction -- Conflicts of Interest," "Special Factors,"
and "Conflicts of Interest--Conflicts of Interest." Such information is hereby
incorporated herein by this reference in answer to this Item.
(d) Not applicable.
(e) The proposed transaction has received the unanimous consent of the
General Partners.
(f) No firm offer has been made by any unaffiliated person during the
preceding 18 months for a merger, consolidation or purchase or other transfer of
the Partnership, a substantial part of its assets, or securities of the
Partnership providing control of the Partnership.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) The Partnership received an appraisal concerning the proposed
transaction. See the section under the subheading "Proposed Transaction --
Appraisal Process" in the Proxy Statement and Exhibit C to the Proxy Statement.
No other outside experts were retained. See the final paragraph under the
subheading "Proposed Transaction -- Market Factors" in the Proxy Statement. No
report or opinion concerning the fairness of the proposed transaction was
prepared. See the final paragraph of the section under the subheading "Proposed
Transaction -- Fairness of the Proposed Transaction" in the Proxy Statement.
Such information is hereby incorporated herein by this reference in answer to
this Item.
(b) (i) See the final paragraph of the section under the subheading
"Proposed Transaction -- Market Factors" in the Proxy Statement. Such
information is hereby incorporated herein by this reference in answer to this
Item.
<PAGE> 10
(ii) See response to Item 9(b)(i) above. Such information is hereby
incorporated herein by this reference in answer to this Item.
(iii) Daniels and Associates, L.P. ("Daniels") was retained by the
Partnership on the basis of its nationally recognized reputation in matters
concerning cable brokerage, appraisal and investment banking. See the final
paragraph under the subheading "Proposed Transaction -- Market Factors" in the
Proxy Statement. See also the fifth full paragraph under the subheading
"Conflicts of Interest -- Conflicts of Interest" in the Proxy Statement. Such
information is hereby incorporated herein by this reference in answer to this
Item.
(iv) See the fifth full paragraph under the subheading "Conflicts of
Interest -- Conflicts of Interest" in the Proxy Statement. See also the entry if
for appraisal expenses under the section headed "Projected Cash Value Available
Closing Occurs," together with the note thereto in the Proxy Statement. The
Partnership will pay the fees and expenses of Daniels. Such information is
hereby incorporated herein by this reference in answer to this Item.
(v) See the third paragraph under the subheading "Introduction --
General."
(vi) See the paragraphs under the subheadings "Proposed Transaction
- - -- Appraisal Process" and "Proposed Transaction -- Summary of Appraisal" in the
Proxy Statement and Exhibit C to the Proxy Statement. Such information is hereby
incorporated herein by this reference in answer to this Item.
(c) The appraisal shall be made available for inspection and copying at the
principal executive offices of the Partnership during its regular business hours
by any interested holder of limited partnership or general partnership units in
the Partnership or his representative who has been so designated in writing.
Copies of the report are in any event being provided to all such security
holders. See Exhibit C to the Proxy Statement.
ITEM 10. INTEREST IN SECURITIES OF THE PARTNERSHIP
(a) See the second paragraph of the cover page of the Proxy Statement. See
also Item 12 of Form 10-K. Such information is hereby incorporated herein by
this reference in answer to this Item.
(b) No transaction in Units was effected during the past 60 days by the
Partnership or by any affiliate of the Partnership.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
No contracts, arrangements, understandings or relationships exist which
would be subject to this Item.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a) With respect to the voting of Units, see the second paragraph of the
cover page of the Proxy Statement. Such information is hereby incorporated
herein by this reference in answer to this Item. Under the terms of the proposed
transaction, no securities are proposed to be tendered or sold.
<PAGE> 11
(b) See the Limited Partners Letter, the Form of Proxy, the Notice of
Special Meeting, and the second page of the Proxy Statement. Such information is
hereby incorporated herein by this reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) Dissenter's appraisal rights are not available to partners under
Washington law with respect to a sale of substantially all of the Partnership's
assets and subsequent liquidation. Appraisal rights will not be voluntarily
accorded to dissenting partners in connection with the proposed transaction.
Dissenting partners are protected under state law by virtue of the fiduciary
duty of the General Partners to act with prudence in the business affairs of the
Partnership on behalf of both the General Partners and the Limited Partners.
(b) The issuer or affiliate has not obtained and has made no provision to
obtain independent counsel or appraisal services at the expense of the issuer or
affiliate for the sole benefit of unaffiliated security holders. No provision
has been made to allow unaffiliated security holders to obtain access to the
files of the issuer or affiliate, other than as provided by state law.
(c) The proposed transaction does not involve the exchange of debt or any
other securities.
ITEM 14. FINANCIAL INFORMATION
(a) Required financial data and statements, both audited and unaudited,
concerning the Partnership are set forth under the subheading "Financial
Statements" in the Proxy Statement and are organized as described below. Such
information is hereby incorporated herein by this reference in answer to this
Item.
Financial Statements for the Six Months Ended June 30, 1996 and 1995
(unaudited)
Balance Sheets
Statements of Operations
Statements of Cash Flows
Notes to Unaudited Financial Statements
Financial Statements for the Years Ending December 31, 1995 and 1994
(audited)
Auditor's Opinion
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Deficit
Statements of Cash Flows
Notes to Financial Statements
(b) See the table under the heading "Projected Cash Available if Closing
Occurs." Such information is hereby incorporated herein by this reference in
answer to this Item.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) Excluding Partnership assets which are proposed to be used as
consideration for the proposed transaction, which proposal is disclosed in Item
6 of this Schedule, Partnership assets will be utilized to pay the transaction
costs associated with the proposed transaction. In addition, Partnership
employees provided information to Daniels in connection with the appraisal
performed by CEA.
<PAGE> 12
(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) Not applicable.
(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> 13
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 ____ day of July, 1996.
NORTHLAND CABLE PROPERTIES
FOUR LIMITED PARTNERSHIP
By: Northland Communications Corporation
(Managing General Partner)
By:
--------------------------------------
John S. Whetzell
President
By:
--------------------------------------
Richard I. Clark
Vice President
NORTHLAND COMMUNICATIONS
CORPORATION
By:
------------------------------------------
John S. Whetzell, President
By:
------------------------------------------
Richard I. Clark, Vice President
FN EQUITIES JOINT VENTURE
By: FN EQUITIES, INC., Partner
By:
--------------------------------------
John S. Simmers, Vice President
By:
--------------------------------------
John S. Simmers, Partner
By: FN Network Partners, Ltd., Partner
By:
---------------------------------
John S. Simmers, General Partner
<PAGE> 14
RESTATED ITEM 5
*ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the Partnership's
units of limited partnership interest.
(b) The approximate number of equity holders as of December 31, 1995,
is as follows:
<TABLE>
<S> <C>
Limited Partners: 1,028
General Partners: 2
</TABLE>
(c) During 1995, the Partnership made cash distributions of $294,052 to
the limited partners and $2,970 to the Managing General Partner. The limited
partners have received in the aggregate in the form of cash distributions
$5,150,259 on total initial contributions of $7,500,000 as of December 31, 1995.
As of December 31, 1995, the Partnership had repurchased $154,500 of limited
partnership units (267 units at $500 per unit and 70 units at $300 per unit).
Future distributions depend upon results of operations, leverage ratios and
compliance with financial covenants required by the Partnership's lender, but
are expected to remain at their current level.
<PAGE> 15
RESTATED ITEM 10
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or officers. The Managing General
Partner of the Partnership is Northland Communications Corporation, a Washington
corporation; the Administrative General Partner of the Partnership is FN
Equities Joint Venture, a California general partnership.
Certain information regarding the officers and directors of Northland
is set forth below.
JOHN S. WHETZELL (AGE 54). Mr. Whetzell is the founder of Northland
Communications Corporation and has been President since its inception and a
Director since March 1982. Mr. Whetzell became Chairman of the Board of
Directors in December 1984. He also serves as President and Chairman of the
Board of Northland Telecommunications Corporation, Northland Cable Television,
Inc., Northland Cable Services Corporation, Cable Ad-Concepts, Inc., Cable
Television Billing, Inc. and Northland Cable News, Inc. He has been involved
with the cable television industry for over 21 years and currently serves as a
director on the board of the Cable Antenna Television Association, a national
cable television association. Between March 1979 and February 1982 he was in
charge of the Ernst & Whinney national cable television consulting services. Mr.
Whetzell first became involved in the cable television industry when he served
as the Chief Economist of the Cable Television Bureau of the Federal
Communications Commission (FCC) from May 1974 to February 1979. He provided
economic studies which support the deregulation of cable television both in
federal and state arenas. He participated in the formulation of accounting
standards for the industry and assisted the FCC in negotiating and developing
the pole attachment rate formula for cable television. His undergraduate degree
is in economics from George Washington University, and he has an MBA degree from
New York University.
JOHN E. IVERSON (AGE 59). Mr. Iverson is the Assistant Secretary of
Northland Communications Corporation and has served on the Board of Directors
since December 1984. He also serves on the Board of Directors of Northland
Telecommunications Corporation, Northland Cable Television, Inc., Northland
Cable Services Corporation, Cable Ad-Concepts, Inc. and Cable Television
Billing, Inc., Northland Investment Corporation and Northland Cable News, Inc.
He is currently a partner in the law firm of Ryan, Swanson & Cleveland,
Northland's general counsel. He is a member of the Washington State Bar
Association and American Bar Association and has been practicing law for more
than 33 years. Mr. Iverson is the past president and a current Trustee of the
Pacific Northwest Ballet Association. Mr. Iverson has a Juris Doctor degree from
the University of Washington.
ARLEN I. PRENTICE (AGE 58). Since July 1985, Mr. Prentice has served on
the Board of Directors of Northland Telecommunications Corporation, and he
served on the Board of Directors of Northland Communications Corporation between
March 1982 and July 1985. Since 1969, Mr. Prentice has been Chairman and Chief
Executive Officer of Kibble & Prentice, a diversified financial services firm.
Kibble & Prentice has four divisions, which include Estate Planning and Business
Insurance, Financial Planning and Investments, Employee Benefit Services, and
Property and Casualty Insurance. Mr. Prentice is a Chartered Life Underwriter,
Chartered Financial Consultant, past President of the Million Dollar Round Table
and a registered representative of Investment Management and Research. Mr.
Prentice has a Bachelor of Arts degree from the University of Washington.
MILTON A. BARRETT, JR. (AGE 61). Since April 1986, Mr. Barrett has
served on the Board of Directors of NTC. In 1995, he retired from the
Weyerhaeuser Company after thirty-four years of service. At the time of his
retirement, Mr. Barrett was a Vice President of Sales and Marketing as well as
chairman of Weyerhaeuser's business ethics committee. Mr. Barrett is a graduate
of Princeton University magna cum laude and of the Harvard University Graduate
School of Business Administration.
RICHARD I. CLARK (AGE 38). Mr. Clark has served as Vice President of
Northland since March 1982. He has served on the Board of Directors of both
Northland Communications Corporation and Northland Telecommunications
Corporation since July 1985.
<PAGE> 16
He also serves as Vice President and Director of Northland Cable Services
Corporation, Cable Ad-Concepts, Inc., Cable Television Billing, Inc., and
Northland Cable News, Inc. Mr. Clark was elected Treasurer in April 1987, prior
to which he served as Secretary from March 1982. He also serves as a registered
principal, President and director of Northland Investment Corporation. Mr. Clark
was an original incorporator of Northland and is responsible for the
administration and investor relations activities of Northland, including
financial planning and corporate development. From July 1979 to February 1982,
Mr. Clark was employed by Ernst & Whinney in the area of providing cable
television consultation services and has been involved with the cable television
industry for nearly 17 years. He has directed cable television feasibility
studies and on-site market surveys. Mr. Clark has assisted in the design and
maintenance of financial and budget computer programs, and he has prepared
documents for major cable television companies in franchising and budgeting
projects though the application of these programs. In 1979, Mr. Clark graduated
cum laude from Pacific Lutheran University with a Bachelor of Arts degree in
accounting.
ARTHUR H. MAZZOLA (AGE 73). Mr. Mazzola was elected to the Board of
Directors of Northland Telecommunications Corporation in April 1987. From 1985
to 1990, he was Senior Vice President of Benjamin Franklin Leasing Company,
Inc., an equipment lease financing company. Currently, Mr. Mazzola is serving as
Business Development Coordinator at Bank of California. Prior to his association
with Benjamin Franklin Leasing Company, Mr. Mazzola served as President of
Federal Capital Corporation and Trans Pacific Lease Co., Inc. Both of these
companies also engaged exclusively in equipment lease financing. Mr. Mazzola is
a past Board Chairman and current Trustee of the Pacific Northwest Ballet
Association and current Board Member of the Dante Alighieri Society. Mr. Mazzola
attended Boston University School of Business in 1943 where he studied
economics.
TRAVIS H. KEELER (AGE 55). Mr. Keeler was elected to the Board of
Directors of Northland Telecommunications Corporation in April 1987. Since May
1985, he has served as President of Overall Laundry Services, Inc., an
industrial laundry and garment rental firm. Mr. Keeler received a Bachelor of
Arts degree from the University of Washington in 1962.
JAMES E. HANLON (AGE 62). Since June 1985, Mr. Hanlon has been a
Divisional Vice President for Northland's Tyler, Texas regional office and is
currently responsible for the management of systems serving approximately 92,900
basic subscribers in Texas, Alabama and Mississippi. He also serves as Vice
President for Northland Cable News, Inc. Prior to his association with
Northland, he served as Chief Executive of M.C.T. Communications, a cable
television company, from 1981 to June 1985. His responsibilities included
supervision of the franchise, construction and operation of a cable television
system located near Tyler, Texas. From 1979 to 1981, Mr. Hanlon was President of
the CATV Division of Buford Television, Inc., and from 1973 to 1979, he served
as President and General Manager of Suffolk Cablevision in Suffolk County, New
York. Mr. Hanlon has also served as Vice President and Corporate Controller of
Viacom International, Inc. and Division Controller of New York Yankees, Inc. Mr.
Hanlon has a Bachelor of Science degree in Business Administration from St.
Johns University.
JAMES A. PENNEY (AGE 41). Mr. Penney is Vice President and General
Counsel for Northland. He has served as Vice President and General Counsel for
Northland Telecommunications Corporation, Northland Communications Corporation,
Northland Cable Television, Inc. and Northland Cable News, Inc. since September
1985 and was elected Secretary in April 1987. He also serves as Vice President
and General Counsel for Northland Cable Services Corporation, Cable Ad-Concepts,
Inc. and Cable Television Billing, Inc. He is responsible for advising all
Northland systems with regard to legal and regulatory matters, and also is
involved in the acquisition and financing of new cable systems. From 1983 until
1985 he was associated with the law firm of Ryan, Swanson & Cleveland,
Northland's general counsel. Mr. Penney holds a Bachelor of Arts Degree from the
University of Florida and a Juris Doctor from The College of William and Mary,
where he was a member of The William and Mary Law Review.
GARY S. JONES (AGE 38). Mr. Jones is Vice President of Northland. Mr.
Jones joined Northland in March 1986 as Controller and has been Vice President
of Northland
<PAGE> 17
Telecommunications Corporation, Northland Communications Corporation and
Northland Cable Television, Inc. since October 1986. He also serves as Vice
President for Northland Cable Services Corporation, Cable Ad-Concepts, Inc.,
Cable Television Billing, Inc. and Northland Cable News, Inc. Mr. Jones is
responsible for cash management, financial reporting and banking relations for
Northland and is involved in the acquisition and financing of new cable systems.
Prior to joining Northland, Mr. Jones was employed as a Certified Public
Accountant with Laventhol & Horwath from 1980 to 1986. Mr. Jones received his
Bachelor of Arts degree in Business Administration with a major in accounting
from the University of Washington in 1979.
RICHARD J. DYSTE (AGE 50). Mr. Dyste has served as Vice
President-Technical Services of Northland Telecommunications Corporation,
Northland Communications Corporation and Northland Cable Television, Inc. since
April 1987. He also serves as Vice President for Cable Ad-Concepts, Inc. and
Northland Cable News, Inc. He is currently responsible for the management of
systems serving approximately 48,600 basic subscribers in California, Idaho,
Oregon and Washington. Mr. Dyste is the past president and a current member of
the Mount Rainier Chapter of the Society of Cable Television Engineers, Inc. Mr.
Dyste joined Northland in 1986 as an engineer and served as Operations
Consultant to Northland Communications Corporation from August 1986 until April
1987. From 1977 to 1985, Mr. Dyste owned and operated Bainbridge TV Cable. Mr.
Dyste is a graduate of Washington Technology Institute.
H. LEE JOHNSON (AGE 52). Mr. Johnson has served as Divisional Vice
President for Northland's Statesboro, Georgia regional office since March 1994.
Mr. Johnson is responsible for the management of systems serving over 50,400
subscribers located in South Carolina, North Carolina, Georgia and Mississippi.
He also serves as Vice President for Northland Cable News, Inc. Mr. Johnson has
been employed in the cable industry for nearly 27 years. Mr. Johnson has
attended and received certificates of completion from numerous industry training
seminars including courses sponsored by Jerrold Electronics, Scientific Atlanta,
and the Society of Cable Television Engineers. Mr. Johnson also received a
certificate of completion from CATA in public relations.
Certain information regarding the officers and directors of FN Equities
Joint Venture is set forth below:
MILES Z. GORDON (AGE 48). Mr. Gordon, President and Chief Executive
Officer of Financial Network Investment Corporation (FNIC), has a comprehensive
background in both the securities industry and securities law and regulation. In
1972, he joined the Los Angeles office of the Securities and Exchange Commission
(SEC), and in 1974 he was appointed Branch Chief of the Investment Company and
Investment Advisors Examination Division. Mr. Gordon left the SEC in 1978 to
practice law. Within one year, he accepted a position as Vice President of a
major national securities broker/dealer firm headquartered in Long Beach,
California. He subsequently accepted the presidency of this firm in early 1980.
In 1983, he helped form and became President and Chief Executive Officer of
FNIC. This leading firm is now one of the largest independent broker/dealers in
the United States. A graduate of Michigan State University (and current board
member of the Visitors for the College of Social Science for MSU), Mr. Gordon
received his Juris Doctorate from the University of California at Los Angeles
School of Law. He presently serves as Chairman of the Securities Industry
Association Independent Contractor Firms Committee. Mr. Gordon was also Chairman
and a member of the NASD District Business Conduct Committee and a former member
of the NASD Board of Governors. He is past president of the California
Syndication Forum and has also served on several committees for the Securities
Industry Association. Mr. Gordon has appeared on television and radio programs,
been featured in numerous magazine and newspaper articles as an industry
spokesperson, and is a frequent speaker at many industry seminars and
conventions.
JOHN S. SIMMERS (AGE 45). Mr. Simmers, Executive Vice President and
Chief Operating Officer of Financial Network Investment Corporation (FNIC), has
an extensive background in the securities industry. He began his career as a
reporter for Dunn and Bradstreet, then joined the National Association of
Securities Dealers (NASD) in 1974. Knowledgeable in all aspects of broker/dealer
regulations, operations, and products, Mr. Simmers was responsible for reviewing
the activities of member firms in twelve states. Mr. Simmers
<PAGE> 18
left the NASD seven years later to accept a position as Vice President of the
securities broker/dealer, retail, wholesale and investment advisory subsidiaries
of a publicly held investment company headquartered in Long Beach, California.
He left this firm in 1983 to help form and become Executive Vice President and
Chief Operating Officer of FNIC. This full service broker/dealer firm has
offices located across the United States. Mr. Simmers is a graduate of Ohio
State University. He served on the Board of Directors of the California
Association of Independent Broker/Dealers and was a member of the Real Estate
Securities and Syndication Institute, the NASD District Business Conduct
Committee (District 2 South), and the International Association for Financial
Planning Due Diligence Steering Committee, which was organized to work toward
improving the quality and consistency of due diligence in the securities
industry. Mr. Simmers currently serves as a member of the NASD Direct
Participation Programs Committee, and has spoken at numerous seminars and
conventions.
HARRY M. KITTER (AGE 40). Mr. Kitter has served as Controller for
Financial Network Investment Corporation since 1983. Prior to this association
from 1981 to 1983 he was employed as the Los Angeles Internal Audit Manager at
the Pacific Stock Exchange. From 1978 to 1981, he was Senior Accountant at
Arthur Young & Co., C.P.A. He holds an MBA from the University of Pittsburgh and
a bachelor's degree in economics from Lafayette College, Easton, Pennsylvania.
RESTATED ITEM 12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Security ownership of
management as of December 31, 1995 is as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP CLASS
- - ----------------- ------------------- ----------------- ----------
<S> <C> <C> <C>
General Partner's Northland Communications (See Note A) (See Note A)
Interest Corporation
1201 Third Avenue
Suite 3600
Seattle, Washington 98101
General Partner's FN Equities Joint Venture (See Note B) (See Note B)
Interest 2780 Skypark Dr.
Suite 300
Torrance, California 90505
</TABLE>
Note A: Northland has a 1% interest in the Partnership, which
increases to 20% interest in the Partnership at such time as the limited
partners have received 100% of their aggregate cash contributions. Northland
also owns 20 units of limited partnership interest in the Partnership. The
natural person who exercises voting and/or investment control over these
interests is John S. Whetzell.
Note B: FN Equities Joint Venture has no interest (0%) in the
Partnership until such time as the limited partners have received 100% of their
aggregate cash contributions, at which time FN Equities Joint Venture will have
a 5% interest in the Partnership. The natural person who exercises voting and/or
investment control over these interests in John S. Simmers.
<PAGE> 19
(A) CHANGES IN CONTROL. Northland has pledged its ownership interest as
Managing General Partner of the Partnership to its lender as collateral pursuant
to the terms of the revolving credit and term loan agreement between Northland
and its lender.
