SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. _______)*
Enstar Income/Growth Program Five B, L.P.
(Name of Issuer)
Limited Partnership Interests
(Title of Class of Securities)
293977302
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen,
P.C., 551 Fifth Avenue, 18th Floor, New York, New York 10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 8, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on the following pages)
(Page 1 of 10)
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Madison/AG Partnership Value Partners II
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
2,933
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
2,933
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,933
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9075%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
ISA Partnership Liquidity Investors
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
60
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
60
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
60
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.0749%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Grammercy Park Investments, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
40
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
40
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
40
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.0669%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1(a).Name of Issuer:
Enstar Income/Growth Program Five-B, L.P.
Item 1(b).Address of Issuer's Principal Executive Offices:
10900 Wilshire Boulevard, 15th Floor
Los Angeles, California 90024
Item 2(a).Name of Person Filing:
The names of the persons filing this statement on Schedule
13G are: Madison/AG Partnership Value Partners II, a
Delaware partnership ("AG II"), ISA Partnership Liquidity
Investors, a Delaware partnership ("ISA"), and Grammercy
Park Investments, LP, a Delaware partnership ("Grammercy
Park").
The controlling partner of AG II is Madison Realty
Partners IV, LLC, a Delaware limited liability company of
which Madison Avenue Investment Partners, LLC, a Delaware
limited liability company ("MAIP"), is the controlling
member.
The controlling partner of ISA is Madison Realty Partners
7, LLC, a Delaware limited liability company of which MAIP
is the controlling member.
The controlling partner of Grammercy Park is Grammercy
Park Investments, LLC, a Delaware limited liability
company of which MAIP is the controlling member.
The controlling members of MAIP are: The Harmony Group
II, LLC, a Delaware limited liability company of which
Bryan E. Gordon is the Managing Member, and First Equity
Realty, LLC, a New York limited liability company of which
Ronald M. Dickerman is the Managing Member.
Item 2(b).Address of Principal Business Office or, if None,
Residence:
The business address of each of the entities listed above,
Ronald M. Dickerman and Bryan E. Gordon is P.O. Box 7533,
Incline Village, Nevada 89452.
Item 2(c).Citizenship:
See Item 2(a) above.
Item 2(d).Title of Class of Securities:
Limited Partnership Interests ("Interests")
Item 2(e).CUSIP Number: 293977302<PAGE>
Item 3. If This Statement is Filed Pursuant to Rule 13d-
1(b), or 13d-2(b) or (c), Check Whether the Person
Filing is a:
(a)[ ] Broker or dealer registered under
Section 15 of the Exchange Act.
(b)[ ] Bank as defined in Section 3(a)(6) of
the Exchange Act.
(c)[ ] Insurance company defined in Section
3(a)(19) of the Exchange Act.
(d)[ ] Investment company registered under
Section 8 of the Investment Company Act.
(e)[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control
person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act.
(i)[ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j)[ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box [x]<PAGE>
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: The reporting persons
have beneficial ownership of an aggregate of 3,033
Interests.
(b) Percent of class: The reporting persons have
beneficial ownership of an aggregate of 5.0748% of
all of the outstanding Interests.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: AG II
has sole power to vote or direct the vote of 2,933
Interests. ISA has sole power to vote or direct the
vote of 60 Interests. Grammercy Park has sole power to
vote or direct the vote of 40 Interests.
(ii) Shared power to vote or to direct the vote:
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of: AG II has sole power to dispose or
direct the disposition of 2,933 Interests. ISA has
sole power to dispose or direct the disposition of 60
Interests. Grammercy Park has sole power to dispose or
direct the disposition of 40 Interests
(iv) Shared power to dispose or to direct the
disposition of:
Not applicable.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.<PAGE>
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
See Item 2(a).
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.
Dated: February 18, 1999
MADISON/AG PARTNERSHIP VALUE PARTNERS II
By: Madison Realty Partners IV, LLC
as General Partner
By: Madison Avenue Investment Partners, LLC,
as Member
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
ISA PARTNERSHIP LIQUIDITY INVESTORS
By: Madison Realty Partners 7, LLC,
as General Partner
By: Madison Avenue Investment Partners, LLC,
as Member
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
GRAMMERCY PARK INVESTMENTS, LP
By: Grammercy Park Investments, LLC,
as General Partner
By: Madison Avenue Investment Partners, LLC,
as Member
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the limited partnership interests of Enstar
Income/Growth Program Five-B, L.P. dated February 18, 1999 is,
and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned
pursuant to and in accordance with the provisions of Rule 13d-
1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 18, 1999
MADISON/AG PARTNERSHIP VALUE PARTNERS II
By: Madison Realty Partners IV, LLC
as General Partner
By: Madison Avenue Investment Partners, LLC,
as Member
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
ISA PARTNERSHIP LIQUIDITY INVESTORS
By: Madison Realty Partners 7, LLC,
as General Partner
By: Madison Avenue Investment Partners, LLC,
as Member
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
GRAMMERCY PARK INVESTMENTS, LP
By: Grammercy Park Investments, LLC,
as General Partner
By: Madison Avenue Investment Partners, LLC,
as Member
By: /s/ Ronald M. Dickerman
Ronald M. Dickerman
Managing Director
