SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
and
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
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Enstar Income/Growth Program Five-B, 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)
--------------------------
Copy to:
Ronald M. Dickerman Lance D. Myers, Esq.
Madison Liquidity Investors 104, LLC Cullen and Dykman
Madison/OHI Liquidity Investors, LLC 177 Montague Street
P.O. Box 7461 Brooklyn, New York 11201
Incline Village, Nevada 89452 (718) 780-0048
(212) 687-0251
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
<PAGE>
CUSIP NO. None 14D-1
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)
WC, PF and 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
2,933 Madison Partnership Liquidity Investors 36, LLC
1,142 Madison Liquidity Investors 104, LLC
40 Gramercy Park Investments, LP
-----
4,115
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
[_]
9. Percent of Class Represented by Amount in Row (7)
6.9
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1
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)
WC, PF and 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
2,933 Madison Partnership Liquidity Investors 36, LLC
1,142 Madison Liquidity Investors 104, LLC
40 Gramercy Park Investments, LP
-----
4,115
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
[_]
9. Percent of Class Represented by Amount in Row (7)
6.9
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP NO. None 14D-1
This Final Amendment amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed by Madison Liquidity Investors 104, LLC, a Delaware
limited liability company, and Madison/OHI Liquidity Investors, LLC, a Delaware
limited liability company (the "Bidders"), with the Securities and Exchange
Commission on February 12, 1999, relating to the tender offer by the Bidders to
purchase up to 5,923 Units of limited partnership interests ("Units") at $80.00
per Unit of Enstar Income/Growth Program Five-B, L.P., a Georgia limited
partnership (the "Partnership"), upon the terms and subject to the conditions
set forth in the Bidders' Offer to Purchase dated February 10, 1999 and the
related Agreement of Assignment and Transfer (which, together with any amendment
or supplements thereto constitute the "Offer"). Terms not otherwise defined
herein shall have the respective meanings ascribed to them in the Schedule
14D-1, the Offer to Purchase and other exhibits thereto.
Capitalized terms not separately defined herein shall have the meanings
specified in the Schedule 14D-1.
Item 10. Additional Information
Item 10(f) is hereby amended and supplemented as follows:
On March 25, 1999, the Bidders issued a press release, attached hereto
as Exhibit (a)(5), announcing that the offer to purchase Units of the
Partnership expired, as scheduled, at 12:00 midnight, Eastern Standard Time, on
Monday, March 15, 1999. The information set forth in the press release is
incorporated herein by reference.
Item 11. Material to Be Filed as Exhibits
Item 11 is hereby amended and supplemented as follows:
(a)(5) Press Release issued by the Bidders on March 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: March 25, 1999
Madison Liquidity Investors 104, LLC
By Ronald M. Dickerman, Managing Director
By: /s/ Ronald M. Dickerman
--------------------------------------
Ronald M. Dickerman, Managing Director
Madison/OHI Liquidity Investors, LLC
By Ronald M. Dickerman, Managing Director
By: /s/ Ronald M. Dickerman
--------------------------------------
Ronald M. Dickerman, Managing Director
<PAGE>
CUSIP NO. None 14D-1
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(5) Press Release issued by the Bidders on March 25, 1999.
Madison Completes Tender Offer for Enstar Income/Growth Program Five-B, L.P.
NEW YORK-Madison Liquidity Investors 104, LLC announced today that its tender
offer to purchase up to 5,923 Units of limited partnership interests at $80.00
per Unit of Enstar Income/Growth Program Five-B, L.P. ("Enstar Five-B") expired,
as scheduled, at 12:00 Midnight, Eastern Standard Time on Monday, March 15,
1999. Madison accepted for purchase and purchased all Units validly tendered and
not withdrawn prior to the expiration of the offer.
Approximately 1,142 Units (about 1.9% of the outstanding Units not already
beneficially owned by Madison prior to the beginning of the tender offer),
including Units tendered pursuant to guarantees of delivery, were validly
tendered and not withdrawn. As a result, Madison now beneficially owns
approximately 6.9% of the total number of outstanding Units of Enstar Five-B
limited partnership interests (including the 2,973 Units of Enstar Five-B
limited partnership interests beneficially owned by Madison prior to the
beginning of the tender offer). Payment for shares validly tendered and not
withdrawn is expected to be made by Gemisys Tender Services of Englewood,
Colorado, acting as depositary for the tender offer, promptly in accordance with
the terms of the offer.
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, c/o Gemisys
Tender Services, 7103 South Revere Parkway, Englewood, Colorado 80112, Telephone
(303) 705-6390.
