<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
AMENDMENT NO. 2
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
Name of Issuer
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
NORTHLAND COMMUNICATIONS CORPORATION
FN EQUITIES JOINT VENTURE
JOHN S. WHETZELL
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 0-16065 N/A
Title or Class of Securities Commission File Number CUSIP Number of Class of Securities
91-1302403
I.R.S. Employer Identification 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 box "(a)" are preliminary copies.
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
$15,205,049 $3,041(1)
(BASED ON PROJECTED PARTNERSHIP NET CASH VALUE)
- --------------------------------------------------------------------------------
(1) Previously paid.
[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: $3,041
(2) Form or registration number: SCHEDULE 14A; COMMISSION FILE NO. 0-16065
(3) Filing party: ISSUER/REGISTRANT
(4) Date filed: JANUARY 16, 1998
----------------------
DOCUMENTS INCORPORATED BY REFERENCE
AMENDMENT NO. 2 TO SCHEDULE 14A
(FILED CONCURRENTLY WITH THIS AMENDMENT NO. 2 TO SCHEDULE 13E-3)
----------------------
(See following page for Cross Reference Sheet.)
<PAGE> 2
CROSS REFERENCE SHEET PURSUANT TO GENERAL INSTRUCTION "F" OF SCHEDULE 13E-3
<TABLE>
<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--NORTHLAND CABLE
PROPERTIES FIVE LIMITED PARTNERSHIP; PROPOSED
TRANSACTION--MARKET FACTORS
4. Terms of the Transaction........................... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--ACQUISITION OF SYSTEMS BY NORTHLAND,
--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,
--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, --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, --MARKET FACTORS, --APPRAISAL
PROCESS, AND --SALE PRICE OF THE SYSTEMS
9. Reports, Opinions, Appraisals and Certain
Negotiations....................................... PROXY STATEMENT: INTRODUCTION--GENERAL; PROPOSED
TRANSACTION--APPRAISAL PROCESS, --SUMMARY OF APPRAISAL,
--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........................................... 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>
++Not applicable or none.
<PAGE> 3
Capitalized terms not expressly defined herein shall have the same
meaning ascribed to them in the Northland Cable Properties Five Limited
Partnership ("Partnership") 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" refers to the Partnership's Amendment No. 2 to Schedule
14A filed concurrently with this Schedule 13E-3.
"Form of Proxy" shall refer to the form of proxy forming part of
Schedule 14A.
"Limited Partners Letter" shall refer to 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.
For the purposes of responses to this Schedule 13E-3, cross references
will be made to the Schedule 14A and to information under specified sections of
the documents therein contained.
-----------------------------------------------
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) See the Schedule 14A cover page. See also the first paragraph under
"Introduction--General" in the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference.
(b) See the Schedule 14A cover page. See also the second paragraph of the
Proxy Statement cover page. In answer to this Item, such information is
incorporated herein by this reference.
(c) See the first paragraph under "Proposed Transaction--Market Factors"
in the Proxy Statement. In answer to this Item, such information is incorporated
herein by this reference.
(d) During 1996, the Partnership made cumulative cash distributions of $5
per Unit. During 1997, the Partnership made no such distributions. See
"Projected Cash Available If Closing Occurs," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations--General" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.
(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.
ITEM 2. IDENTITY AND BACKGROUND
(a)--(c) This Schedule is filed by the Partnership, Northland
Communications Corporation, and FN Equities Joint Venture and John S. Whetzell.
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").
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.
NCC is a wholly-owned subsidiary of Northland Telecommunications Corporation, a
Washington corporation ("NTC"). The
<PAGE> 4
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"), FN Network
Partners, Ltd., a California limited partnership ("FNPL"), and John Simmers,
the sole owner of FNE. The principal business of each of FNEJV and FNE is to
provide services as administrative general partner of limited partnership cable
television operations. The address of the principal executive offices of each of
FNEJV, FNE, and John Simmers is 2780 Sky Park Drive, Suite 300, Torrance,
California 90505.
For information responsive to Items 2(a)--(d) with respect to NCC and
FNEJV, see "Certain Affiliates of the Partnership" in the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.
John S. Whetzell is a natural person with a business address of 1201
Third Avenue, Suite 3600, Seattle, Washington 98101. For information responsive
to Items 2(c) and (d) with respect to Mr. Whetzell, see "Certain Affiliates of
the Partnership" in the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference.
<PAGE> 5
(e) None of the persons or entities identified in response to this Items
2(a) through 2(d) 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.
(f) All of the persons identified in Items 2(a) through 2(d) are United
States citizens.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) (i) See "Statements of Operations--Expenses" and Note 3, both under
"Financial Statements--Audited Financial Statement of Northland Cable Properties
Five Limited Partnership" in the Proxy Statement. See also "Statements of
Operations--Expenses" under "Financial Statements (Unaudited)--Northland Cable
Properties Five 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. In answer to this Item, such information
is incorporated herein by this reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) See "Introduction--General," "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. In answer to this Item, such information is incorporated herein by
this reference.
(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 "Proposed Transaction--Terms of the Transaction" in the Proxy Statement.
In answer to this Item, such information is incorporated herein by this
reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) See "Introduction--General," "Proposed Transaction--Acquisition of
Systems by Northland," "Proposed Transaction--Determination by Northland Not to
Close," and "Proposed Transaction--Terms of the
<PAGE> 6
Transaction," in the Proxy Statement. In answer to this Item, such information
is incorporated herein by this reference.
(b) See response to Item 5(a) above. In answer to this Item, such
information is incorporated herein by this reference.
(c) Except for the termination of the employment of Partnership employees,
no change in the present 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. In answer to this Item, such
information is incorporated herein by this reference. With respect to any
material change in the present dividend rate or policy of the Partnership, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--General" in the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference. The General Partners
intend that all indebtedness of the Partnership will be repaid upon consummation
of 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 NCC. 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 or FNE.
(e) See response to Item 5(a) above. In answer to this Item, such
information is incorporated herein by this reference.
(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 "Proposed Transaction--Acquisition of Systems by Northland" and
"Proposed Transaction--Terms of the Transaction" in the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.
(b) See "Projected Cash Available from Liquidation" and "Projected Cash
Available if Closing Occurs" in the Proxy Statement. In answer to this Item,
such information is incorporated herein by this reference. The Partnership has
paid or will be responsible for paying all of the expenses described in Item
6(b).
(c) See "Proposed Transaction--Determination by Northland Not to Close" in
the Proxy Statement.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) See "Proposed Transaction--Background of Proposed Transaction" and the
first paragraph under "Proposed Transaction--Market Factors" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.
<PAGE> 7
(b) See "Proposed Transaction--Market Factors" and the final paragraph
under "Proposed Transaction--Background of Proposed Transaction" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.
(c) See the responses to Items 7(a) and 7(b) above. In answer to this
Item, such information is incorporated herein by this reference.
(d) See "Introduction--General," "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. In answer to this Item, such information is incorporated herein by
this reference
In response to Instruction (2), see also "Certain Consequences of Limited
Partners' Determination Not to Sell," "Proposed Transaction--Fairness of the
Proposed Transaction," and "Conflicts of Interest" in the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) See "Proposed Transaction--Fairness of the Proposed Transaction" in
the Proxy Statement. In answer to this Item, such information is incorporated
herein by this reference.
(b) See "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". In answer to
this Item, such information is incorporated herein by this reference.
(c) See the first paragraph under "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" in the Proxy Statement. In answer to this Item,
such information is incorporated herein by this reference.
(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 performed by Daniels and
Associates, L.P. ("Daniels") concerning the proposed transaction. See "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 "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 under "Proposed Transaction--Fairness of the Proposed
Transaction" in the Proxy Statement. In answer to this Item, such information is
incorporated herein by this reference.
(b) (i) See the final paragraph under "Proposed Transaction--Market
Factors" in the Proxy Statement. In answer to this Item, such information is
incorporated herein by this reference.
(ii) See response to Item 9(b)(i) above. In answer to this Item,
such information is incorporated herein by this reference.
(iii) 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 "Proposed
<PAGE> 8
Transaction--Market Factors" and the fifth full paragraph under "Conflicts of
Interest--Conflicts of Interest" in the Proxy Statement. In answer to this Item,
such information is incorporated herein by this reference.
(iv) See the fifth full paragraph under "Conflicts of
Interest--Conflicts of Interest" and the entry for "Appraisal Expenses" under
"Projected Cash Value Available if Closing Occurs," together with the note
thereto, in the Proxy Statement. The Partnership will pay the fees and expenses
of Daniels. In answer to this Item, such information is incorporated herein by
this reference.
(v) See the third paragraph under "Introduction--General" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.
(vi) See "Proposed Transaction--Appraisal Process" and "Proposed
Transaction--Summary of Appraisal" in, and Exhibit C to, the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.
(c) The Daniels 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. In answer to
this Item, such information is incorporated herein by this reference.
ITEM 10. INTEREST IN SECURITIES OF THE PARTNERSHIP
(a) See the second paragraph of the cover page of the Proxy Statement. In
answer to this Item, such information is incorporated herein by this reference.
(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
See the third paragraph of the "Certain Consequences of the Tansaction--
Dissolution Procedure" and "--The Liquidating Trust" sections of the Schedule
14A, together with Exhibit A attached hereto. In answer to this item, such
information is incorporated herein by this reference.
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. In answer to this Item, such information is
incorporated herein by this reference. Under the terms of the proposed
transaction, no securities are proposed to be tendered or sold.
(b) See the Limited Partners Letter, the Form of Proxy, the Notice of
Special Meeting, and the Proxy Statement cover page. In answer to this Item,
such information is 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.
<PAGE> 9
(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 heading "Financial
Statements" in the Proxy Statement and are organized as described below. In
answer to this Item, such information is incorporated herein by this reference.
Financial Statements for the Years Ending December 31, 1997 and 1996
(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 "Projected Cash Available if Closing Occurs" in the Proxy
Statement. In answer to this Item, such information is incorporated herein by
this reference.
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, Partnership assets will be utilized to pay the transaction costs associated
with the proposed transaction. In addition, Partnership employees provided
information in connection with the Daniels appraisal.
(b) No persons have been or are to be employed, retained or 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 may be responsive to this Item. In answer to this Item, such
information is incorporated herein by this reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) See Exhibit D to the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference. No executed loan
agreement is available at this time.
(b) See Exhibit C to the Proxy Statement. In answer to this Item, such
information is incorporated herein by this reference.
(c) Form of NCP-Five Liquidating Trust attached hereto as Exhibit A. See
response to Item 11.
(d) Disclosure materials to be furnished to security holders are included
in the Schedule 14A. See response to Item 16.
<PAGE> 10
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 31st day of March, 1998.
NORTHLAND CABLE PROPERTIES
FIVE LIMITED PARTNERSHIP
By: NORTHLAND COMMUNICATIONS CORPORATION
(Managing General Partner)
By /s/ JOHN S. WHETZELL
-----------------------------------
John S. Whetzell, President
By /s/ RICHARD I. CLARK
-----------------------------------
Richard I. Clark, Vice President
NORTHLAND COMMUNICATIONS
CORPORATION
By /s/ JOHN S. WHETZELL
------------------------------------
John S. Whetzell, President
By /s/ RICHARD I. CLARK
------------------------------------
Richard I. Clark, Vice President
FN EQUITIES JOINT VENTURE
By: FN EQUITIES, INC., Partner
By /s/ JOHN S. SIMMERS
-----------------------------------
John S. Simmers, Vice President
/s/ JOHN S. SIMMERS
-----------------------------------
JOHN S. SIMMERS, Partner
FN NETWORK PARTNERS, LTD., Partner
By /s/ JOHN S. SIMMERS
---------------------------------
John S. Simmers, General Partner
JOHN S. WHETZELL
/s/ JOHN S. WHETZELL
--------------------------------
John S. Whetzell
<PAGE> 11
EXHIBIT A
NCP-FIVE LIQUIDATING TRUST
THIS AGREEMENT is made and entered into by and among NORTHLAND
COMMUNICATIONS CORPORATION ("NCC"), as agent for the Limited Partners of
NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP ("NCP-Five"), a Washington
limited partnership ("Trustors"), and RICHARD I. CLARK ("Trustee").
1. Transfer of Property. The Trustors are contemporaneously herewith
transferring to the Trustee the sum of ____________ ($ ) __________ in cash,
together with the right to receive payment and other rights associated with that
certain $________________ Promissory Note, dated __________________, made by NCC
in favor of NCP-Five. The amount payable under said Promissory Note is subject
to adjustment in accordance with its terms and the terms of that certain Proxy
Statement dated ____________________ (the "Proxy Statement"). This sum, together
with other property which may be added to the trust created herein, shall be
held, managed and distributed by the Trustee as herein provided. This trust
shall be known as the NCP-FIVE LIQUIDATING TRUST. The purpose of the Trust shall
be to hold and administer for the benefit of the beneficiaries the amounts owing
to the beneficiaries in accordance with the terms of the Proxy Statement.
2. Identification of Beneficiaries. The beneficiaries of the Trust are
the limited partners of NCP-Five, whose names and whose proportionate shares of
the Trust are set forth on EXHIBIT A.
3. Allocation of Property. The Trustee shall allocate the property
described in Article 1, and the income and expenses of the Trust, among the
beneficiaries in the proportions set forth on EXHIBIT A.
4. Distribution of Principal and Income. The Trustee may distribute to
each Beneficiary such portion or all of such Beneficiary's share of the
principal and income of the Trust at such time and in such manner as the Trustee
shall determine, until the termination of the Trust. At least annually, the
Trustee shall distribute to the beneficiaries any income from investments, net
of any expenses of the Trust.
5. Distribution of Principal and Termination of Trust. To the extent
that each trust has not been distributed sooner, the entire balance of each
trust shall be distributed to the Beneficiaries no later than December 31, 1999.
6. Death of Beneficiary. In the event of the death of any Beneficiary
prior to that time the Beneficiary is entitled to receive a full distribution of
the balance of the trust estate, any part of such trust still being held shall
be distributed as the Beneficiary shall appoint by Last Will and Testament. By
the foregoing, the Beneficiaries are granted a general power of appointment over
the trust.
1
<PAGE> 12
7. Purpose of Trust. The purpose of the Trust is solely to hold and
invest temporarily the proceeds attributable to Trustors from the liquidation of
NCP-Five, and to make payment of any claims and/or contingent liabilities
arising from the business formerly conducted by NCP-Five. The Trust is not
intended to continue or engage in the conduct of the business formerly conducted
by NCP-Five.
9. Successor Trustee. In the event Trustee should die, resign, or
otherwise become incapable of serving hereunder, a Successor Trustee shall be
elected by a majority of the beneficiaries, voting in accordance with their
respective proportionate interests in the Trust.
10. Spendthrift Provision. Neither the income nor the principal of the
trusts created hereunder, nor any portion thereof, shall be alienable by any
Beneficiary, either by assignment or by any other method, and the same shall not
be subject to be taken by the creditors of any such Beneficiary by any process
whatsoever.
11. Trustee's Powers. In addition to the rights, powers and authority
incident to the office or required in or convenient to the trust otherwise
vested in or impliedly conferred upon the Trustee, the Trustee shall have all of
the rights, powers and authority with respect to the trust created hereunder
provided under Washington law.
11.1 Without limiting the generality of the foregoing, the
Trustee is expressly authorized to:
(a) Determine what is principal or income, which authority shall
specifically include the right to make any adjustments between principal and
income for premiums, discounts, depreciation or depletion.
(b) To dispense with the requirements of R.C.W. 11.100.140 or any
similar requirements regarding notice and procedure for nonroutine transaction.
(c) To hold and retain in the same form as received any and all
property transferred to Trustee for administration hereunder (and additions
thereto), even though such property may not be of a nature or character
authorized under the laws of the state of Washington or of any other state or
jurisdiction for trust investments, or be unsecured, unproductive,
underproductive, overproductive, or be of a wasting nature, or be inconsistent
with the usual concepts of diversification of trust assets.
(d) Rely with acquittance upon advice of counsel on questions of
law.
(e) Employ persons to advise or assist the Trustee in the
performance of his duties, and to pay reasonable compensation therefor.
2
<PAGE> 13
11.2 Notwithstanding the foregoing, the Trustee is expressly
prohibited from:
(a) Investing trust assets except in demand and time deposits in
banks, or temporary investments such as short-term certificates of deposit or
Treasury bills.
(b) Receiving any transfer of any listed or unlisted stocks or
securities, any general or limited partnership interest, or any operating assets
of a going business.
(c) Receiving or retaining cash in excess of a reasonable amount
to meet claims and contingent liabilities.
12. Accounting. The Trustee shall not be required to comply with any
trustees' accounting act and is hereby relieved of all duties which would
otherwise be placed upon him or her thereby, whether such act or acts be now in
force or hereafter enacted. The Trustee shall file income tax returns for the
Trust as a grantor trust pursuant to Section 1.671-4 (a) of the Income Tax
Regulations.
13. Governing Law. The validity and construction of any provision of
this trust agreement shall be governed by the internal laws of the State of
Washington, and this trust shall be deemed to have its status in the State of
Washington.
DATED this 29th day of December, 1997.
TRUSTORS:
NORTHLAND COMMUNICATIONS
CORPORATION, agent for the Limited Partners of
NORTHLAND CABLE PROPERTIES FIVE
LIMITED PARTNERSHIP
By____________________________________________
Its_________________________________________
TRUSTEE:
______________________________________________
Richard I. Clark
3
