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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date Of Report (Date Of Earliest Event Reported): June 21, 2000
Enstar Income Program IV-3, L.P.
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(Exact Name Of Registrant As Specified In Its Charter)
Georgia
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(State or other jurisdiction of incorporation)
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0-15686 58-1648320
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(Commission File Number) (I.R.S. Employer Identification No.)
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12444 Powerscourt Drive, Ste. 100, St. Louis, Missouri 63131
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (314) 965-0555
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On June 21, 2000, Enstar Income Program IV-3, L.P. ("Enstar IV-3"),
together with its affiliates Enstar Income Program 1984-1, L.P., Enstar
Income/Growth Program Six-A, L.P., Enstar VII, Enstar VIII and Enstar X, Ltd.,
as sellers, entered into a purchase and sale agreement with Multimedia
Acquisition Corp. (an affiliate of Gans Multimedia Partnership), as purchaser.
The purchase and sale agreement provides for the purchaser to acquire the
assets comprising Enstar IV-3's cable systems serving Fulton, Kentucky, as well
as assets of the other sellers.
The aggregate purchase price payable to the sellers pursuant to the
purchase agreement is $27,621,500 in cash (subject to normal closing
adjustments). Of that amount, $3,396,727 (subject to closing adjustments) is
payable to Enstar IV-3. The purchase price for Enstar IV-3 is approximately
$1,732 per customer, based on approximately 1,961 customers at March 31, 2000.
The allocation of the purchase price among each of the sellers was assigned by
the purchaser for each of the systems.
Concurrently with the execution of the purchase agreement, the purchaser
deposited $1,800,000 into a deposit escrow fund to be applied toward the
purchase price at the closing. At closing, $1,800,000 will be withheld from the
purchase price and will be held in escrow for a period of six months, to secure
the sellers' respective indemnification obligations under the purchase
agreement. Following the six-month escrow period, any funds remaining that are
not subject to pending claims will be disbursed to the sellers on a pro rata
basis.
The purchaser's obligation to acquire the cable systems is subject to
numerous closing conditions, including without limitation: (a) receipt of the
necessary governmental consents to transfer franchises covering an aggregate of
90% of the subscribers of all of the sellers; (b) receipt of certain other
material consents and approvals required for the consummation of the sale; (c)
receipt of the necessary approvals of the limited partners of each seller; and
(d) other standard closing conditions. With respect to clause (c) above,
completion of the transaction is contingent on the limited partners of all six
selling partnerships voting to approve the sale.
Pursuant to the purchase agreement, in the event that requisite consents
to the transfer of franchises covering fewer than 10% of the subscribers have
not been obtained by closing, the agreement provides that those franchises (and
the related assets) will be retained by the applicable seller until the
necessary consent is obtained, up to a maximum period of one year. In such
event, at closing, the purchaser will withhold 20% of the amount of the
purchase price allocated to any such withheld franchise and assets and will pay
that amount to the applicable seller upon transfer of the franchise and assets.
If the necessary consent or approval is not obtained within one year from
closing, the franchise and related assets will nonetheless be transferred to
the purchaser, but the purchaser will not be required to pay the 20% of the
purchase price withheld pursuant to the agreement.
Subsequent to the closing, Enstar IV-3's corporate general partner
intends to make one or more distributions to the partners of the net proceeds
from the sale, after payment of all then existing obligations of the
partnership, in accordance with the partnership agreement. Any additional funds
distributed to Enstar IV-3 at the expiration of the escrow period will be
distributed at such time.
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With respect to the remaining assets of Enstar IV-3, namely the cable
systems serving Shelbyville, Illinois, and Macoupin, Illinois, the corporate
general partner is presently soliciting bids from interested potential buyers.
There can be no assurance, however, that a bid will be accepted, or, if
accepted, that Enstar IV-3's corporate general partner and any proposed buyer
will enter into a definitive sale agreement in a timely manner, or at all.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
10.1 Asset Purchase Agreement, dated June 21, 2000, by and
among Multimedia Acquisition Corp., as Buyer, and Enstar Income
Program 1984-1, L.P., Enstar Income Program IV-3, L.P., Enstar
Income/Growth Program Six-A, L.P., Enstar VII, Enstar VIII and
Enstar X, Ltd., as Sellers.
Certain statements made herein contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
indicated by words such as "intends," "believes," "will" and similar words or
phrases. Such statements are based on current expectations and are subject to
risks, uncertainties and assumptions. Should one of these risks or
uncertainties materialize, or should the underlying assumptions prove
incorrect, actual events may vary materially from those believed, anticipated,
estimated or projected. Factors that could cause actual events to differ
materially from those in our forward-looking statements include a failure to
enter into or consummate definitive sale agreements for the partnership's
assets due to regulatory obstacles, lack of required consents, a downturn in
the cable industry, insufficient bids or other factors, some of which may be
beyond our control.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Enstar Income Program IV-3, L.P.
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(Registrant)
Date: June 29, 2000 By: /s/ Ralph G. Kelly
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Ralph G. Kelly
Senior Vice President - Treasurer
Enstar Communications Corporation
General Partner
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Exhibit Index
10.1 Asset Purchase Agreement dated June 21, 2000, by and among
Multimedia Acquisition Corp., as Buyer, and Enstar Income Program
1984-1, L.P., Enstar Income Program IV-3, L.P., Enstar
Income/Growth Program Six-A, L.P., Enstar VII, Enstar VIII and
Enstar X, Ltd., as Sellers (incorporated by reference to the
Current Report on Form 8-K of Enstar Income Program 1984-1, L.P.,
filed with the Commission on or about June 29, 2000).
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