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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: January 2, 1997
(Date of earliest event reported)
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.,
A GEORGIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
GEORGIA COMMISSION FILE: 58-1712898
(State or other 0-16779 (I.R.S. Employer identification No.)
jurisdiction of
incorporation or
organization)
10900 WILSHIRE BOULEVARD, 15TH FLOOR
LOS ANGELES, CALIFORNIA 90024
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(310) 824-9990
(Registrant's phone number, including area code)
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ITEM 5. OTHER EVENTS
On or about December 17, 1996, Everest Cable Investors, L.L.C.
disseminated a letter stating its interest in acquiring up to 2,930 units of
limited partnership interests in Enstar Income/Growth Program Five-A, L.P. (the
"Registrant") for a price of $37 per unit, less certain transaction costs. This
offer was made without the consent or involvement of the Registrant's Corporate
General Partner. The Corporate General Partner has considered this offer,
concluded that it is inadequate and, accordingly, recommended that limited
partners not accept the offer. Pursuant to Rule 14e-2 promulgated under the
Securities Exchange Act of 1934, as amended, this recommendation and the General
Partner's bases therefor were conveyed to limited partners in a letter dated
January 2, 1997 which is filed as an exhibit hereto and incorporated herein by
this reference.
FORWARD-LOOKING STATEMENTS CONTAINED OR REFERRED TO IN THIS REPORT ARE
MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. INVESTORS ARE CAUTIONED THAT SUCH
FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INCLUDING, WITHOUT
LIMITATION, THE EFFECTS OF LEGISLATIVE AND REGULATORY CHANGES; THE POTENTIAL OF
INCREASED LEVELS OF COMPETITION FOR THE PARTNERSHIP; TECHNOLOGICAL CHANGES; THE
PARTNERSHIP'S DEPENDENCE UPON THIRD-PARTY PROGRAMMING; THE ABSENCE OF UNITHOLDER
PARTICIPATION IN THE GOVERNANCE AND MANAGEMENT OF THE PARTNERSHIP; THE
MANAGEMENT FEES PAYABLE TO THE CORPORATE GENERAL PARTNER; THE EXONERATION AND
INDEMNIFICATION PROVISIONS CONTAINED IN THE PARTNERSHIP AGREEMENT RELATING TO
THE CORPORATE GENERAL PARTNER; AND OTHER POTENTIAL CONFLICTS OF INTEREST
INVOLVING THE CORPORATE GENERAL PARTNER AND ITS AFFILIATES; AND OTHER RISKS
DETAILED FROM TIME TO TIME IN THE PARTNERSHIP'S ANNUAL REPORT ON FORM 10-K AND
OTHER PERIODIC REPORTS FILED WITH THE COMMISSION.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
5.1 Letter to Limited Partners dated January 2, 1997.
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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.
ENSTAR INCOME/GROWTH PROGRAM FIVE-A, L.P.
a Georgia limited partnership
By: Enstar Communications Corporation
General Partner
Date: January 2, 1997. By: /s/ MICHAEL K. MENEREY
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Michael K. Menerey
Chief Financial Officer
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Sequentially
Numbered
Exhibit Description Page
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5.1 Letter to Limited 5
Partners dated
January 2, 1997
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EXHIBIT 5.1
[Enstar Letterhead]
January 2, 1997
Dear Limited Partner:
Enstar Income/Growth Program Five-A, Ltd. (the "Partnership") has
become aware that an unsolicited offer for up to 2,930 units (representing
approximately 4.9% of the outstanding Units in the Partnership), at a price of
$37 per Unit, was commenced by Everest Cable Investors, L.L.C. ("Everest") in a
letter dated December 17, 1996. This offer was made without the consent or the
involvement of the Corporate General Partner.
Pursuant to rule 14e-2 under the Securities Exchange Act of 1934, we
are required to furnish you with our position with respect to the Everest offer.
We have considered this offer and, based on the very limited information made
available by Everest, believe that it is inadequate, not representative of the
inherent value of the Partnership's cable systems and not in your best interest
to accept. Accordingly, the Corporate General Partner's recommendation is that
you reject the Everest offer. We urge you not to sign the Agreement of Transfer
for Limited Partnership Interest Form that Everest sent to you and not tender
your Units to Everest. In evaluating the offer, the Corporate General Partner
believes that its limited partners should consider the following information:
- - The offering price for each limited partnership unit during the offering
period was $250 per unit. Cash distributions of approximately $31 per unit
were paid from formation through April 13, 1990, at which time
distributions were terminated to preserve cash resources. In contrast, the
Everest offer is only $37 per unit. If Everest is successful in buying
Units at the price in its offer, Everest will own units at much lower
prices than virtually all of the current partners and, in our view, for
much less than they are worth. Limited partners should note that the
Partnership's cash flow (operating income before depreciation and
amortization) for the twelve months ended September 30, 1996 was
approximately $23 per unit. The Everest offer represents a valuation of
only approximately 3 times said cash flow (after adjustment for the excess
of total liabilities over current assets as of September 30, 1996).
- - As of the date of this letter, the Corporate General Partner believes that
a reasonable range of valuation per limited partnership unit is between $83
and $127 based on the factors noted below. The Corporate General Partner
believes that Everest's offer price is inadequate because it is
significantly less than the $83 low end of the range provided. The
Corporate General Partner did not retain a third party to conduct an
evaluation of the Partnership's assets or otherwise obtain any appraisals.
Rather, the per unit valuations provided were derived by attributing a
range of multiples to the Partnership's cash flow (operating income before
depreciation and amortization) for the twelve months ended September 30,
1996, adjusted for the excess of total liabilities over current assets. The
Corporate General Partner has selected market multiples based on, among
other things, its understanding of the multiples placed on other
transactions involving comparable cable television properties and the
securities of companies in that industry. The Corporate General Partner's
belief as to the valuation range provided is necessarily based on economic,
industry and financial market conditions as they exist as of the date of
this letter, all of which are subject to change, and there can be no
assurance that the Partnership's cable properties could actually be sold at
a price within this range. Additionally, the valuations provided do not
give effect to any brokerage or other transaction fees that might be
incurred by the Partnership in any actual sale of the Partnership's system.
- - Based on the information received by the Corporate General Partner, the
$37 per unit offer by Everest is less than the price for which limited
partnership units were last sold on the secondary market. Partnership
Spectrum, an independent industry publication, has reported that between
June 1, 1996 and July 31, 1996, 517 Units were Units sold on the secondary
market between a high of approximately $46 per unit and a low of
approximately $40 per unit. In the Corporate General Partner's opinion, the
fact that the Everest offer is being
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made at a discount from the most recent secondary market price available to
the Corporate General Partner only serves to underscore the inadequacy of
the Everest offer. In addition, the Corporate General Partner believes that
the price for units in the secondary market is not an accurate reflection
of the fair market value of such units due to the low volume of
transactions in that limited market and the legal and tax restrictions on
such transfers.
For the reasons discussed above, the Corporate General Partner believes
that the Everest offer is not in the best interest of the limited partners and
recommends that you NOT transfer, agree to transfer, or tender any units in
response to Everest's offer.
If you have any questions regarding these matters or your investment,
please call our Investor Services Department at (800) 433-4287.
Sincerely,
Enstar Income/Growth Program Five-A, Ltd.
A Georgia Limited Partnership
cc: Account Representative
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