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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 23, 1998
Cencom Cable Income Partners II, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-21309 43-1456575
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
12444 Powerscourt Drive, Ste. 100, St. Louis, MO 63131
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(Address of Principal Executive Offices and Zip Code)
Registrants' telephone number, including area code: (314) 965-0555
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N/A
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Cencom Properties II, Inc., is the general partner of the Partnership
and the provider of management services to the Partnership.
On December 23, 1998, Charter Communications, Inc. ("CCI"), the company
that is the 100% beneficial owner of Cencom Properties II, Inc., along with
certain of its affiliates and their respective shareholders, consummated certain
transactions (the "Transactions") with Mr. Paul G. Allen ("Allen"), pursuant to
which Allen acquired "beneficial ownership" (as such terms is defined in Rule
13d-3 of the Securities and Exchange Commission, promulgated under the Exchange
Act of 1934) of a majority of the outstanding privately held equity interests of
CCI and the various other entities that together constitute the owners and/or
managers of the cable television systems operated under the name "Charter
Communications". Allen achieved this beneficial ownership by purchasing,
through January 5, 1999, 93.25% of the capital stock of CCI. The total
consideration paid by Allen for CCI stock was $2,157,000,001; however, none of
the consideration paid is attributable to CCI's interest in Cencom Properties,
Inc., as such interest was specifically excluded.
Item 5. Other Events.
On December 18, 1998, the Partnership entered into an Asset Purchase
Agreement with Etan Industries, Inc. ("Etan") pursuant to which the remaining
Texas systems owned by the Partnership would be sold to Etan for a price of
$20,800,000. Concurrently, Cencom Partners, L.P. ("CPLP") entered into an
agreement with Etan to sell CPLP's Texas systems for a price of $11,200,000.
Consummation of the sales under both of these agreements is subject to
regulatory approvals and other conditions to closing, and the closing is
currently anticipated to occur in the first quarter of 1999. Upon sale of the
assets, both agreements provide for a holdback of a portion of the purchase
price should Etan seek indemnity with respect to the purchased assets. If and
when these two sales are consummated, CPLP will have sold all of its cable
assets, and the Partnership's only remaining cable assets will be systems in
northeast Missouri, which comprise approximately 12.6% of the Partnership's
customer base.
On or about January 7, 1999, the Partnership entered into a non-binding
letter of intent with respect to the sale of its systems in northeast Missouri.
There is no assurance that a definitive sale agreement will be executed or that
the sale will be completed. However, if and when such sale is consummated, and
if the sale of the Texas systems to Etan described above has also been
consummated, then the Partnership will have then disposed all of its cable
assets.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following are furnished as exhibits to this report: None
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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.
Dated: January 14, 1999
CENCOM CABLE INCOME PARTNERS II, L.P.
By: Cencom Properties II, Inc.,
its General Partner
By: /s/ Jerald L. Kent
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Jerald L. Kent
Executive Vice President and
Chief Financial Officer
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