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AS FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1999
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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SUPPLEMENT
DATED JUNE 9, 1999
TO
ENSTAR INCOME/GROWTH PROGRAM SIX-B, L.P.
CONSENT SOLICITATION STATEMENT
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The following information supplements and should be read in conjunction
with the consent solicitation statement, dated April 30, 1999, of Enstar
Income/Growth Program Six-B, L.P., previously furnished to unitholders of Enstar
Six-B in connection with the solicitation of consents for approval of Enstar
Six-B's Liquidation Plan. This supplement contains information regarding recent
developments relating to affiliates of Enstar Six-B, including Enstar Six-B's
corporate general partner, Enstar Communications Corporation. The purpose of
this supplement is to provide you with this information for your consideration
in connection with the vote on the Liquidation Plan.
To the extent information in this supplement differs from or conflicts with
information contained in the consent solicitation statement, this supplement
supersedes and replaces the information in the consent solicitation statement.
Capitalized terms used in this supplement and not otherwise defined have the
meaning provided in the consent solicitation statement.
This supplement is being furnished to record holders of limited partnership
units of Enstar Six-B as of April 27, 1999, the record date for the consent
solicitation statement.
NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS DETERMINED IF THIS SUPPLEMENT TO THE CONSENT
SOLICITATION STATEMENT IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This supplement is dated June 9, 1999 and is expected to be first mailed to
unitholders on June 9, 1999.
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RECENT DEVELOPMENTS
On Wednesday, May 26, 1999, Charter Communications, Inc. entered into an
agreement to purchase all of the partnership interests of Falcon Communications,
L.P. and other assets owned by Falcon Holding Group, L.P., a partner in Falcon
Communications. Falcon Communications and Falcon Holding Group, L.P. are
affiliates of Enstar Six-B. Falcon Communications owns the purchasers of Enstar
Six-B's cable systems under the Liquidation Plan, and the assets to be sold to
Charter by Falcon Holding Group, L.P. include all of the capital stock of Enstar
Communications Corporation, the corporate general partner of Enstar Six-B. You
can find more information about the ownership structure of Falcon Holding Group
L.P., Falcon Communications, L.P., Enstar Communications Corporation and the
purchasers under the Liquidation Plan in the consent solicitation statement
under the sections entitled "Structure Chart" and "Identity and Background of
Certain Persons."
The General Partner continues to recommend that the unitholders vote to
approve the Liquidation Plan, as the proposed Charter transaction does not
address the operating issues relating to the Enstar Six-B cable television
systems that gave rise to the Liquidation Plan consent solicitation.
Nevertheless, this supplemental information is being provided to you for your
consideration in responding to the consent solicitation.
Under the proposed transaction with Charter, Charter will acquire Falcon
Communications for a combination of cash, Charter equity and assumed debt valued
at approximately $3.6 billion. This purchase price reflects a price per Falcon
Communications' subscriber of approximately $3,600 and a valuation of
approximately 17.8 times Falcon Communications' annualized first quarter 1999
operating income before depreciation, amortization and non-cash expenses. The
purchase price for Enstar Six-B's cable systems under the Liquidation Plan
reflects a price per Enstar Six-B subscriber of approximately $1,400 and a
valuation of approximately 9.4 times Enstar Six-B's annualized first quarter
1999 operating income before depreciation, amortization and non-cash expenses.
The General Partner continues to recommend that unitholders approve the
Liquidation Plan because, among other things, it believes that the price that
Charter is paying for the Falcon Communications assets does not reflect the
value of the Enstar Six-B assets. In fact, if the Liquidation Plan is
consummated, Charter has agreed to pay Falcon Communications for the Enstar
Six-B cable systems only an amount equal to the purchase price paid in
connection with the Liquidation Plan ($10,473,200) plus Falcon Communications'
expenses incurred in connection with the acquisition of the Enstar Six-B
systems. The General Partner further believes that the differential in the price
paid for the Falcon Communications assets reflects the fact that Falcon
Communications is the eighth largest cable television system operator in the
United States with more than 1,000,000 subscribers. In addition, a significant
number of Falcon Communications' cable systems are in communities that are
proximate to other owned systems and achieve the economies of scale and
operating efficiencies associated with regional "clusters." Clustering of cable
systems is becoming increasingly important as the cable industry moves forward
to offer new Internet access/high speed data and telephony services. Enstar
Six-B and the General Partner believe that an acquisition of the size and scope
of Falcon Communications commands a premium price in the current market for
cable systems. In contrast, Enstar Six-B operates three geographically dispersed
cable systems with a total of less than 8,000 subscribers.
Moreover, as described in the consent solicitation statement, Enstar
Six-B's three cable systems require immediate capital expenditures for
technological upgrades to comply with the requirements of franchise agreements
and to increase their channel capacity. The General Partner believes that Enstar
Six-B will be unable to raise the financing necessary to complete the required
capital expenditures, and the General Partner was unable to locate, despite its
prior efforts, any prospective buyer that offered to pay more for the Enstar
Six-B cable systems than the amount being offered by the purchasers in the
Liquidation Plan. For more information, see "Special Factors -- Background and
Reasons for the Proposed Sale" at pages 7 through 9 of the consent solicitation
statement. The proposed transaction with Charter would not affect Enstar Six-B's
need to complete the system upgrades or its difficulties in obtaining funding to
complete those upgrades.
If the Liquidation Plan is approved by the required number of unitholders,
Enstar Six-B and the General Partner do not expect the Charter transaction to
affect the consummation of the Liquidation Plan. Enstar
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Six-B and the General Partner, however, are unable to predict whether the
Liquidation Plan will be consummated prior to the closing of the Charter
transaction. Enstar Six-B and the General Partner expect Charter to replace all
of the officers and directors of the General Partner upon the closing of the
Charter transaction. If the Charter transaction closes prior to the consummation
of the Liquidation Plan, Enstar Six-B and the General Partner expect Charter to
assume Falcon Communications' role in managing Enstar Six-B until the
consummation of the Liquidation Plan, and expect the Liquidation Plan to be
consummated as soon as reasonably practicable. If the Liquidation Plan is not
approved by the required number of unitholders, Enstar Six-B and the General
Partner expect Charter to assume Falcon Communications' role in managing Enstar
Six-B but can offer no further information regarding the future operation of
Enstar Six-B.
In order to permit unitholders to consider this information, Enstar Six-B
and Enstar Communications Corporation have decided to extend the date for the
solicitation of consents to the Liquidation Plan until 5:00 p.m., Los Angeles
time on June 25, 1999 (unless extended, in the sole discretion of Enstar
Communications Corporation acting on behalf of Enstar Six-B). The Liquidation
Plan must be approved by unitholders holding at least a majority of the
outstanding units. As of June 1, 1999, the holders of 61.1% of the outstanding
units had voted to approve the Liquidation Plan, the holders of 0.08% of the
outstanding units had voted to disapprove the Liquidation Plan and the holders
of 0.47% of the outstanding units had abstained from voting on the Liquidation
Plan. As noted above, the General Partner continues to recommend that the
unitholders approve the Liquidation Plan.
If you have not yet voted, you may indicate your approval, disapproval or
abstention by marking and signing the consent card originally sent with the
consent solicitation statement and returning it in the self-addressed envelope
to Mackenzie Partners, Inc., the solicitation agent. If you sign and send in the
consent card and do not indicate how you want to vote, your consent card will be
treated as voting to APPROVE the Liquidation Plan. If you fail to send in your
consent card, it will have the same effect as a vote to DISAPPROVE the
Liquidation Plan.
If you have already voted and wish to change your vote, you may do so at
any time before 5:00 p.m., Los Angeles time on June 25, 1999 (unless extended in
the sole discretion of Enstar Communications Corporation acting on behalf of
Enstar Six-B). You can do this in one of two ways. First, you can send a written
notice dated later than your original consent card stating that you would like
to revoke or change your vote. Second, you can complete and submit a new consent
card dated later than your original consent card. If you chose either of these
two methods, you must mail your notice of revocation or new consent card to the
soliciting agent, Mackenzie Partners, Inc., at 156 5th Avenue, New York, New
York 10010, or send a facsimile of the front and back of the notice of
revocation or new consent card to Mackenzie Partners, Inc. at (212) 675-0918. If
you have instructed a broker to vote your units, you must follow your broker's
directions for changing those instructions.
If you would like an additional consent card, an additional copy of the
consent solicitation statement or if you have questions about how to complete
and return your consent card or how to change your vote, you should contact:
Mackenzie Partners, Inc.
Attention: Robert Marese
Phone Number: (800) 322-2885
If you have more questions about the Liquidation Plan or the information in
this supplement, you should contact:
Enstar Communications Corporation
474 South Raymond Avenue, Suite 200
Pasadena, CA 91105
(626) 844-1700
Attention: Dan Do
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