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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): December 15, 2000
ENSTAR INCOME PROGRAM IV-3, L.P.
(Exact name of Registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
0-15686 58-1648320
(Commission File Number) (I.R.S. Employer Identification No.)
c/o Enstar Communications Corporation
12444 Powerscourt Drive, Suite 100, St. Louis, Missouri 63131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 965-0555
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Item 5. Other Events.
As previously reported, Enstar Income Program IV-3, L.P. (the
"Partnership"), together with certain affiliates (collectively, the "Selling
Partnerships"), entered into a purchase and sale agreement, dated as of June 21,
2000, as amended September 29, 2000 (the "Agreement"), with Multimedia
Acquisition Corp., an affiliate of Gans Multimedia Partnership (the
"Purchaser"). The Agreement provides for the Purchaser to acquire the assets
comprising the Partnership's Fulton, Kentucky cable system, as well as certain
assets of the other Selling Partnerships. The Purchaser's obligations under the
Agreement are subject to a number of closing conditions, including the condition
(the "90% Condition") that the grantors of the franchises, covering 90% of the
aggregate subscribers of the Selling Partnerships, consent to transfer those
franchises to the Purchaser.
The grantor of one such franchise, which accounts for over 10% of the
aggregate subscribers of the Selling Partnerships, has informed the Partnership
that it does not intend to consent to the transfer of that franchise to the
Purchaser. We presently are seeking to determine whether the Purchaser will
waive the 90% Condition or amend the Agreement so as to permit the sale to be
consummated. Without such a waiver or amendment, the Agreement may not be
consummated.
On November 17, 2000, the Partnership filed a Preliminary Consent
Statement with the Securities and Exchange Commission, pursuant to which the
Partnership's general partner would solicit consents from the limited partners
to approve the Agreement. In light of the foregoing events, the Partnership has
decided at this time to withdraw the Preliminary Consent Statement.
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SIGNATURE
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.
ENSTAR INCOME PROGRAM IV-3, L.P.
By: ENSTAR COMMUNICATIONS CORPORATION,
its General Partner
By: /s/ RALPH KELLY
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Ralph Kelly,
Senior Vice President and Treasurer
Dated: December 15, 2000
