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AS FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
AMENDMENT NO. 3 TO
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES AND EXCHANGE ACT OF 1934)
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
(NAME OF THE ISSUER)
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
FALCON CABLEVISION, A CALIFORNIA LIMITED PARTNERSHIP
FALCON TELECABLE, A CALIFORNIA LIMITED PARTNERSHIP
ENSTAR COMMUNICATIONS CORPORATION
FALCON HOLDING GROUP, L.P.
(NAME OF PERSON(S) FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
STANLEY S. ITSKOWITCH, ESQ. JAMES P. BEAUBIEN, ESQ.
FALCON HOLDING GROUP, INC. LATHAM & WATKINS
10900 WILSHIRE BLVD. -15TH FLOOR 633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90024 LOS ANGELES, CALIFORNIA 90071
(310) 824-9990 (213) 485-1234
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [x]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$10,473,200......................................... $2,095
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* For purposes of calculating fee only.
Based on the aggregate cash to be received by the Issuer from the proposed sale
of assets, which the Issuer believes will be $10,473,200, multiplied by 1/50th
of one percent (1%).
[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: $2,095
Form or Registration No.: Preliminary Proxy Statement filed on Schedule 14A
Filing Party: Enstar Income/Growth Program Six-B, L.P.
Date filed: November 9, 1998
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This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Statement") is being filed with the Securities and Exchange
Commission in connection with the proposed sale of substantially all of the
assets of Enstar Income/Growth Program Six-B, L.P., a Georgia limited
partnership (the "Partnership"), to Falcon Cablevision, a California limited
partnership, and Falcon Telecable, a California limited partnership, each of
which is an affiliate of the Partnership. A Consent Solicitation Statement on
Schedule 14A (the "Consent Solicitation Statement") relating to the proposed
sale has been filed by the Partnership with the Securities and Exchange
Commission contemporaneously herewith.
The following Cross Reference Sheet is supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Consent
Solicitation Statement of the information required to be included in response to
the items of this Statement. The information in the Consent Solicitation
Statement is hereby expressly incorporated herein by reference in answer to the
items in this Statement, and the Cross Reference Sheet set forth below shows the
location in the Consent Solicitation Statement of the information required to be
included in response to the items of this Statement. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Consent Solicitation Statement.
CROSS-REFERENCE SHEET
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ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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ITEM 1 ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT 1
(b) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT; VOTING SECURITIES
AND PRINCIPAL HOLDERS THEREOF 1, 25
(c) MARKET PRICES OF UNITS; DISTRIBUTIONS TO UNITHOLDERS 24, 25
(d) QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN; SPECIAL
FACTORS--Recommendation of the General Partner; Fairness of the
Liquidation Plan; DISTRIBUTIONS TO UNITHOLDERS 2, 9, 25
(e) Not applicable.
(f) Not applicable.
ITEM 2 IDENTITY AND BACKGROUND
(a) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 25
Enstar Communications Corporation and Robert T. Graff, Jr. are
the general partners of the Partnership. In 1988, Mr. Graff and
certain other individuals sold Enstar Communications
Corporation to Cablevision (as a result of subsequent
transactions, Enstar Communications Corporation is now owned by
Falcon Holding Group, L.P.). Mr. Graff retired after the 1988
sale of Enstar Communications Corporation and, since that time,
Mr. Graff has had no involvement in the operations or
management of the Partnership and its cable systems. Mr. Graff
presently does not have, and during the last five years has not
had, any material occupation, position or employment. Mr. Graff
is a U.S. citizen.
(b) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 25
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ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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(c) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 25
(d) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 25
(e)and(f) During the last five years, neither Enstar Six-B nor any of the
persons named (or incorporated by reference to the Consent
Solicitation Statement) in response to Item 2(a) hereof has
been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is
subject to a judgment, decree or final order enjoining further
violations of or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
(g) IDENTITY AND BACKGROUND OF CERTAIN PERSONS 25
ITEM 3 PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) SPECIAL FACTORS--Background and Reasons for the Proposed Sale, 7, 14, 16
--Certain Conflicts of Interest, --The Purchase Agreement
(b) SPECIAL FACTORS--Background and Reasons for the Proposed Sale 7
ITEM 4 TERMS OF THE TRANSACTION
(a) QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN;
SPECIAL FACTORS--The Purchase Agreement, --Closing of the 2, 16
Sale, --Amendment to the Partnership Agreement, --Liquidation 18, 21, 22
(b) Not applicable.
ITEM 5 PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
ITEM 6 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT; SPECIAL FACTORS--The
Purchase Agreement, --Use of Proceeds and Cash Distributions,
--Liquidation 1, 16, 19, 22
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ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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(b) COVER PAGE OF THE CONSENT SOLICITATION; SPECIAL FACTORS--Use of
Proceeds and Cash Distributions 1, 19
(c) SPECIAL FACTORS--The Purchase Agreement 16
(d) Not applicable.
ITEM 7 PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) SPECIAL FACTORS--Background and Reasons for the Proposed Sale 7
(b) SPECIAL FACTORS--Background and Reasons for the Proposed Sale 7
(c) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT; SPECIAL
FACTORS--Background and Reasons for the Proposed Sale
--Recommendation of the General Partners; Fairness of the
Liquidation Plan, --Amendment to Partnership Agreement 1, 7, 9,
21
(d) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT;
SPECIAL FACTORS--Background and Reasons for the Proposed Sale
--Certain Conflicts of Interest, --Use of
Proceeds and Cash Distributions, --Federal Income Tax Consequences of 1, 7
the Liquidation Plan 14, 19, 22
ITEM 8 FAIRNESS OF THE TRANSACTION
(a) QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN; SPECIAL
FACTORS--Recommendation of the General Partner; Fairness of the
Liquidation Plan, --Opinion of HPC Puckett 2, 9, 12
(b) QUESTIONS AND ANSWERS ABOUT THE LIQUIDATION PLAN; SPECIAL
FACTORS--Recommendation of the General Partner; Fairness of the
Liquidation Plan, --Opinion of HPC Puckett 2, 9, 12
(c) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT; QUESTIONS AND
ANSWERS ABOUT THE LIQUIDATION PLAN; SPECIAL FACTORS--
Background and Reasons for the Proposed Sale, --Amendment
to the Partnership Agreement 1, 2, 7, 21
(d) SPECIAL FACTORS--Recommendation of the General Partners; Fairness of
the Liquidation Plan, --Certain Conflicts of Interest, 9, 14
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ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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(e) SPECIAL FACTORS--Recommendation of the General Partners; Fairness of
the Liquidation Plan 9
(f) SPECIAL FACTORS--Background and Reasons for the Proposed Sale,
--Recommendation of the General Partner; Fairness of the
Liquidation Plan 7, 9
ITEM 9 REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) SPECIAL FACTORS--Opinion of HPC Puckett 12
(b) SPECIAL FACTORS--Opinion of HPC Puckett 12
(c) SPECIAL FACTORS--Opinion of HPC Puckett 12
ITEM 10 INTEREST IN SECURITIES OF THE ISSUER
(a) VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 25
(b) Not applicable.
ITEM 11 CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
Not applicable.
ITEM 12 PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE
TRANSACTION
(a) VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 25
(b) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT; SPECIAL
FACTORS--Recommendation of the General Partner; Fairness
of the Liquidation Plan; VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF 1, 9, 25
ITEM 13 OTHER PROVISIONS OF THE TRANSACTION
(a) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT; QUESTIONS AND
ANSWERS ABOUT THE LIQUIDATION PLAN; SPECIAL FACTORS--No
Appraisal Rights 1, 2, 24
(b) AVAILABLE INFORMATION 30
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ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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(c) Not applicable.
ITEM 14 FINANCIAL INFORMATION
(a)(1-2) SELECTED HISTORICAL FINANCIAL DATA; Exhibit D to the Consent 6
Solicitation Statement
(a)(3) Not applicable.
(a)(4) SELECTED HISTORICAL FINANCIAL DATA; Exhibit D to the Consent 6
Solicitation Statement
(b) After the Rule 13e-3 transaction, the Issuer will have
liquidated its assets and dissolved.
ITEM 15 PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) Certain executive officers of Falcon Holding may engage in
solicitation activities in connection with the Rule 13e-3 transaction.
(b) COVER PAGE OF THE CONSENT SOLICITATION STATEMENT 1
ITEM 16 ADDITIONAL INFORMATION
Not applicable.
ITEM 17 MATERIAL TO BE FILED AS EXHIBITS
(a) Credit Agreement, dated as of June 30, 1998, by and among
BankBoston, N.A., The Chase Manhattan Bank, NationsBank, N.A.,
Toronto Dominion (Texas) Inc., Bank of America, N.T. & S.A. and
other lenders signatory thereto(1)
(b)-1 Opinion of HPC Puckett & Company (attached to the Consent Solicitation Statement
as Exhibit C thereto)(2)
(b)-2* Valuation and Appraisal of the Assets of Enstar Income/Growth Program
Six-B, L.P. by HPC Puckett & Company
(c) Not applicable.
(d) LETTER TO UNITHOLDERS; NOTICE TO UNITHOLDERS;
CONSENT SOLICITATION STATEMENT; CONSENT CARD(2)
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ITEM NO. SECTION TITLE(S) IN SOLICITATION MATERIALS PAGE(S)
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(e) Not applicable.
(f) Not applicable.
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* Previously filed.
(1) Incorporated by reference to the exhibits to the Registration Statement
on Form S-4 of Falcon Holding and Falcon Funding Corporation,
Registration No. 333-55755.
(2) Incorporated by reference to the Consent Solicitation
Statement on Schedule 14A filed with the Securities and Exchange
Commission by Enstar Income/Growth Program Six-B, L.P. on the date
hereof.
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SIGNATURE
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: April 30, 1999
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
By: Enstar Communications Corporation
General Partner
By: MICHAEL K. MENEREY
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Michael K. Menerey
Executive Vice President, Chief
Financial Officer and Secretary
FALCON CABLEVISION, A CALIFORNIA
LIMITED PARTNERSHIP
By: Falcon Cable Communications, LLC
General Partner
By: MICHAEL K. MENEREY
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Michael K. Menerey
Executive Vice President, Chief
Financial Officer and Secretary
FALCON TELECABLE, A CALIFORNIA
LIMITED PARTNERSHIP
By: Falcon Cable Communications, LLC
General Partner
By: MICHAEL K. MENEREY
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Michael K. Menerey
Executive Vice President, Chief
Financial Officer and Secretary
ENSTAR COMMUNICATIONS CORPORATION
By: MICHAEL K. MENEREY
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Michael K. Menerey
Executive Vice President, Chief
Financial Officer and Secretary
FALCON HOLDING GROUP, L.P.
By: Falcon Holding Group, Inc.
By: MICHAEL K. MENEREY
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Michael K. Menerey
Executive Vice President, Chief
Financial Officer and Secretary
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