SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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Enstar Income/Growth Program Five-A, L.P.
(Name of Subject Company)
Madison Liquidity Investors 104, LLC
Madison/OHI Liquidity Investors, LLC
(Bidders)
Limited Partnership Interests
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
--------------------------
Ronald M. Dickerman Copy to:
Madison Liquidity Investors 104, LLC Jonathan N. Baum
Madison/OHI Liquidity Investors, LLC Baum & Associates
P.O. Box 7461 39 Hollenbeck Avenue
Incline Village, Nevada 89452 Gt Barrington, MA 01230
(212) 687-0251 (413) 528-7980
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Calculation of Filing Fee
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<TABLE>
<S> <C>
Transaction Amount of
Valuation* Filing Fee
$286,725.00 $57.35
</TABLE>
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*For purposes of calculating the filing fee only. This amount
assumes the purchase of 3,823 units of Limited Partnership Interests
("Units") of Enstar Income/Growth Program Five-A, L.P. at $75.00
in cash per Unit.
[X]Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $57.35
Form or Registration Number: Schedule 14D-1
Filing Party: Madison Liquidity Investors 104, LLC; Madison/OHI
Liquidity Investors, LLC
Date Filed: April 21, 1999
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Madison Liquidity Investors 104, LLC
134022656
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Sources of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
2,969 Madison Partnership Liquidity Investors 52, LLC
2,001 Madison Liquidity Investors 104, LLC
262 ISAPartnership Liquidity Investors, LLC
60 Gramercy Park Investments, LP
-----
5,292
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
[ ]
9. Percent of Class Represented by Amount in Row (7)
8.9
10. Type of Reporting Person (See Instructions)
OO
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Madison/OHI Liquidity Investors, LLC
137167955
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Sources of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f)
[ ]
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting Person
2,969 Madison Partnership Liquidity Investors 52, LLC
2,001 Madison Liquidity Investors 104, LLC
262 ISA Partnership Liquidity Investors, LLC
60 Gramercy Park Investments, LP
-----
5,292
8. Check if the Aggregate in Row (7) Excludes Certain Shares
(See Instructions)
[ ]
9. Percent of Class Represented by Amount in Row (7)
8.9
10. Type of Reporting Person (See Instructions)
OO
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule
14D-1 originally filed with the Securities and Exchange Commission
on April 21, 1999 by Madison Liquidity Investors 104, LLC and
Madison/OHI Liquidity Investors, LLC. All capitalized terms used
herein but not otherwise defined shall have the meanings ascribed to
such terms in the Offer to Purchase dated April 21, 1999.
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
(f) The information set forth in exhibit (a)(4) attached
hereto is incorporated herein by reference.
The information set forth in Section 7 "Certain Federal Income Tax
Considerations" of the Offer to Purchase dated April 21, 1999,
previously filed as Exhibit (a)(1), is hereby supplemented as
follows and is hereby incorporated by reference:
"The General Partner states in its Solicitation/Recommendation
Statement on Schedule 14D-9, dated May 5, 1999, as follows: "One of
the obligations of the General Partner is to endeavor to preserve
the status of the Partnership as a partnership under Federal income
tax laws. Failure to maintain this status could have a material
adverse effect on the Partnership and the unitholders. Among the
related legal requirements imposed upon the Partnership is that its
partnership interests not be traded in an established securities
market, a secondary market or the substantial equivalent of a
secondary market. As it believes is customary, the Partnership
complies with this requirement by adhering to an Internal Revenue
Service safe harbor which limits most sales of limited partnership
interests to five percent of the outstanding Units in any given tax
year of the Partnership."
The Internal Revenue Service has indicated that a secondary market
or the substantial equivalent thereof exists if investors are
readily able to buy, sell or exchange their partnership interests in
a manner that is comparable, economically, to trading on established
securities markets. It is the view of the Purchaser that transfers
of Units made pursuant to the Offer will not be deemed to be
transfers in an established securities market, a secondary market or
the substantial equivalent of a secondary market. Accordingly, it
is the view of the Purchaser that transfers of Units made pursuant
to the Offer should not be counted toward the five percent safe harbor.
The Purchaser reserves the right, but is not obligated, to take all
necessary action to cause the Partnership to admit the Purchaser as
a substitute limited partner in the Partnership with respect to
Units tendered pursuant to the Offer.
Item 11. Materials to Be Filed as Exhibits.
The following documents are filed as exhibits to this Amended
Schedule 14D-1:
(a)(4) Press Release, dated May 25, 1999
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: May 25, 1999
MADISON LIQUIDITY INVESTORS 104, LLC
MADISON/OHI LIQUIDITY INVESTORS, LLC
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman, Managing Director
EXHIBIT INDEX
(a)(4) Press Release, dated May 25, 1999
Exhibit (a)(4)
MADISON LIQUIDITY INVESTORS 104, LLC
FOR IMMEDIATE RELEASE
Contact: Madison Liquidity Investors 104, LLC
(303) 858-0000.
Incline Village, Nevada, May 25, 1999 - Madison Liquidity Investors
104, LLC (the "Bidder") announced today that it has extended the
expiration date of its offer (the "Offer") to purchase up to
approximately 3,823 of the outstanding Units of Enstar
Income/Growth Program Five-A, L.P. (the "Partnership") to 5:00
midnight, New York City time, on June 2, 1999. As of May 24, 1999,
504 Units had been tendered to the Bidder.
Madison Liquidity Investors 104, LLC is an affiliate of The Madison
Avenue Capital Group, LLC, a Delaware limited liability company that
invests in limited partnership units, common stock and other
securities issued by companies which own diversified portfolios of
real estate, cable television systems, transportation and other
leased equipment, film portfolios, LBO/venture investment portfolios
and other cash flow producing assets. The Madison Avenue Capital
Group and its affiliates have over $270 million in committed
capital. Questions and requests for assistance or additional copies
of the tender offer material may be directed to Madison Liquidity
Investors 104, LLC, P.O. Box 4757, Englewood, Colorado 80155,
telephone (303) 858-0000.
