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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 10-K
 
 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003 or  [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to Commission File Number: 000-17687 ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. 
 (Exact name of registrant as specified in its charter)
 Georgia
    
    58-1755230(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 12405 Powerscourt DriveSt. Louis, Missouri 63131
    
    (314) 965-0555(Address of principal executive offices including zip code)
    
    (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Title of each class
Units of Limited Partnership Interest
    
    Name of each exchange on which registered
None
 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [   ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K [   ] State the aggregate market value of the voting equity securities held by
non-affiliates of the registrant: All of the registrants 79,818 units of
limited partnership interests, its only class of equity securities, are held by
non-affiliates. There is no public trading market for the units, and transfers
of units are subject to certain restrictions; accordingly, the registrant is
unable to state the market value of the units held by non-affiliates.




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
2003 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS PagePART IItem 1.
    
    Business
    
    
    3Item 2.
    
    Properties
    
    
    5Item 3.
    
    Legal Proceedings
    
    
    5Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    6PART IIItem 5.
    
    Market for the Registrants Equity Securities and Related Security Holder Matters
    
    
    7Item 6.
    
    Selected Financial Data
    
    
    8Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    12Item 8.
    
    Financial Statements and Supplementary Data
    
    
    12Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    12Item 9A.
    
    Controls and Procedures
    
    
    12PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    13Item 11.
    
    Executive Compensation
    
    
    15Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    16Item 13.
    
    Certain Relationships and Related Transactions
    
    
    16PART IVItem 14.
    
    Principal Accounting Fees and Services
    
    
    18Item 15.
    
    Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    18Signatures
    
    
    
    
    20Certificate of Chief Administrative OfficerCertificate of Chief Financial Officer906 Certification of Chief Administrative Officer906 Certification of Chief Financial Officer
 This annual report on Form 10-K is for the year ended December 31, 2003. This
annual report modifies and supersedes documents filed prior to this annual
report. The Securities and Exchange Commission (SEC) allows us to
incorporate by reference information that we file with the SEC, which means
that we can disclose important information to you by referring you directly to
those documents. Information incorporated by reference is considered to be
part of this annual report. In addition, information that we file with the SEC
in the future will automatically update and supersede information contained in
this annual report. In this annual report, we, us, and our refers to
Enstar Income/Growth Program Six-A, L.P.




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PART I 
 ITEM 1. BUSINESS. Introduction Enstar Income/Growth Program Six-A, L.P., a Georgia limited partnership (the
Partnership), was engaged in the ownership and operation of cable television
systems in and around the cities of Bradford and Dyer, Tennessee. The General Partners of the Partnership are Enstar Communications Corporation,
a Georgia corporation (the Corporate General Partner) and Robert T. Graff,
Jr. (the Individual General Partner). Since its incorporation in 1982, the
Corporate General Partner has been engaged in the cable/telecommunications
business, both as a General Partner of 14 Limited Partnerships formed to own
and operate cable television systems and through a wholly-owned operating
subsidiary. On November 12, 1999, the Corporate General Partner became an
indirect controlled subsidiary of Charter Communications, Inc., also called
Charter, a large cable operator, serving approximately 6.54 million customers.
The Corporate General Partner is responsible for day-to-day management of the
Partnership and its operations. Charter and its affiliates provide management
and other services to the Partnership, for which they receive a management fee
and reimbursement of expenses. The principal executive offices of the Partnership and the Corporate General
Partner are located at Charter Plaza, 12405 Powerscourt Drive, St. Louis, MO
63131-0555 and their telephone number is (314) 965-0555. Charter has a website
accessible at http://www.charter.com. The Partnerships public filings are available from the Securities and Exchange
Commission at 1-800-SEC-0330 or at Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at www.sec.gov. Liquidation Basis Accounting and Sales of Cable Systems On April 10, 2002, pursuant to an asset purchase agreement dated August 29,
2001, the Partnership completed the sale of all of the Partnerships Illinois
cable television systems in and around Cisne, Farmersville, Flora, Noble,
Raymond, Salem and Xenia, Illinois to Rifkin Acquisition Partners, LLC (RAP)
and Charter Communications Entertainment I, LLC (CCE I), each an affiliate of
the Corporate General Partner and an indirect subsidiary of Charter, for a
total sale price of approximately $12.0 million (the Charter Sale). The
Charter Sale was part of a larger transaction in which the Partnership and five
other affiliated partnerships (which, together with the Partnership are
collectively referred to as the Charter Selling Partnerships) sold all of
their assets used in the operation of their respective Illinois cable
television systems to RAP, CCE I and another affiliate (also referred to as the
Purchasers) for a total cash sale price of $63.0 million. Each Charter
Selling Partnership received the same value per customer. In addition, the
Limited Partners of each of the Charter Selling Partnerships approved an
amendment to their respective partnership agreement to allow the sale of assets
to an affiliate of such partnerships General Partner. The Purchasers are each
indirect subsidiaries of the Corporate General Partners ultimate parent
company, Charter, and therefore, are affiliates of the Partnership and each of
the other Charter Selling Partnerships. After setting aside $1,000,000 to fund the Dyer, Tennessee headends working
capital needs and paying or providing for the payment of the expenses of the
Charter Sale, the Corporate General Partner made distributions of our allocable
share of the remaining net sale proceeds, in accordance with our partnership
agreement. We made an initial distribution payment of approximately $7,175,600
on or about May 15, 2002, with a second distribution of $1,612,400 made on or
about September 24, 2002. On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of its Dyer, Tennessee cable system to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $1,524,400 (approximately $825 per customer
acquired). This sale was a part of a larger transaction in which the
Partnership and eight other affiliated partnerships (which, together with the
Partnership are collectively referred to as the  Telecommunications Management
Selling Partnerships) sold all of their remaining assets used in the operation
of their respective cable systems to Telecommunications Management for a total
cash sale price of approximately $15,341,600 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale
was subject to the approval of a majority of the holders of the Partnerships 3




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units and approval of the holders of the other Telecommunications Management
Selling Partnerships. In addition, the transaction was subject to certain
closing conditions, including regulatory and franchise approvals. On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of its remaining cable system
to Telecommunications Management. The February 6, 2003 side letter amended the
asset purchase agreement and deposit escrow agreement to extend the date of the
second installment of the deposit and the outside closing date each by 60 days.
On April 7, 2003, the second installment of the escrow deposit was due and was
not made. On April 24, 2003, the Partnership entered into another side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The April 24, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit to May 15, 2003 and the outside
closing date to September 30, 2003. On June 6, 2003, the Partnership entered into a third side letter amending the
asset purchase agreement providing for the sale of its remaining cable system
to Telecommunications Management. The June 6, 2003 side letter amended the
asset purchase agreement to reduce the purchase price of the remaining cable
systems in the Selling Partnerships to approximately $14,487,200, subject to
closing sale price adjustments, of which approximately $1,477,600 related to
the cable system in the Partnership. In addition, $250,000 was deposited in
the Deposit Escrow Account concurrent with the execution of the side letter. Effective August 31, 2003, the Partnership completed the Telecommunications
Management Sale of its only remaining cable system for a total adjusted sales
price of approximately $1,286,400 (approximately $800 per customer acquired),
subject to post closing adjustments. The Charter Sale resulted from a sale process actively pursued since 1999, when
the Corporate General Partner sought purchasers for all of the cable television
systems of the Selling Partnerships, as well as eight other affiliated limited
partnership cable operators of which the Corporate General Partner is also the
general partner. This effort was undertaken primarily because, based on the
Corporate General Partners experience in the cable television industry, it was
concluded that generally applicable market conditions and competitive factors
were making (and would increasingly make) it extremely difficult for smaller
operators of rural cable systems (such as the Partnership and the other
affiliated partnerships) to effectively compete and be financially successful.
This determination was based on the anticipated cost of electronics and
additional equipment to enable the Partnerships systems to operate on a
two-way basis with improved technical capacity, insufficiency of Partnership
cash reserves and cash flows from operations to finance such expenditures,
limited customer growth potential due to the Partnerships systems rural
location, and a general inability of a small cable system operator such as the
Partnership to benefit from economies of scale and the ability to combine and
integrate systems that large cable operators have. The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the sale
of the Partnerships final cable system and the subsequent liquidation and
dissolution of the Partnership. In April 2003, the required number of votes
necessary to implement the plan of liquidation were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of
December 31, 2002. The statements of operations, partnership capital and cash
flows for the years ended December 31, 2002 and 2001 have been presented on a
going concern basis comparable to prior periods and do not reflect the effects
of the change to the liquidation basis of accounting. Upon changing to
liquidation basis accounting, the Partnership recorded $30,800 of accrued costs
of liquidation in accounts payable and accrued liabilities representing an
estimate of the costs to be incurred after the sale of the final cable system
but prior to dissolution of the Partnership. Because reliable estimates of
future operating results or the ultimate realizable value of property, plant
and equipment could not be developed due to uncertainties surrounding the final
dissolution of the Partnership, no adjustments were recorded, prior to the sale
of the assets, to reflect assets at estimated realizable values or to reflect
estimates of future operating results. Accordingly, the assets in the
accompanying statement of net assets in liquidation as of December 31, 2002
have been stated at historical book values. Net assets in liquidation as of
December 31, 2003 represent the estimated distributions to the Limited Partners
and the General Partners. Distributions ultimately made to the partners upon
liquidation will differ from the net assets in liquidation recorded in the
accompanying statement of net assets in liquidation as of December 31, 2003 as
a result of post closing adjustments to the sale proceeds received by the
Partnership and adjustments to accrued costs of liquidation. The Partnerships
accrued costs of liquidation were 4




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increased by $8,900 during the year ended December 31, 2003. No assurance can
be given as to the amount of final distributions to be made to the partners. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with the Partnership Agreement. The
Partnership made an initial distribution payment of $1.4 million to the Limited
Partners in November 2003. A second and final liquidating distribution will
occur on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any. In order to reduce costs during the liquidation period, we submitted a request
for a no action letter on October 30, 2003 (the Letter) from the Division of
Corporation Finance (the Division) of the Securities and Exchange Commission
seeking to relieve us from filing annual and quarterly reports on Forms 10-K
and 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Letter requested that the Division not recommend enforcement action
to the Commission against us for not filing these reports, subject to complying
with the requirements of the Letter. Our request currently is pending with the
Division and no relief has been granted. As such, we will continue to file
annual and quarterly reports on Forms 10-K and 10-Q under the Exchange Act
pending receipt of a favorable no action letter or until final dissolution of
the Partnership. However, in connection with the relief requested by the
Letter, we have undertaken not to consent to the admission of any transferee of
units as a limited partner in the Partnership, subject to the terms of our
partnership agreement, except for transfers for estate planning, gift and
intra-family transfer purposes. Following approval of the no action letter, we
will continue to provide financial statements to the Limited Partners in a
non-public presentation. Competition Prior to the Telecommunications Management Sale, we faced competition in the
areas of price, services and service reliability. Our key competitors included
Direct Broadcast Satellite, broadcast television, traditional overbuilds,
telephone companies and utilities, private cable and wireless distribution.
Following the Telecommunications Management Sale, we ceased operations and
therefore have no competition. Employees The various personnel required to operate our business up through the close of
the Telecommunications Management Sale were employed by the Corporate General
Partner, its subsidiary corporation, and Charter, the cost of which was charged
directly to the Partnership. Following the Telecommunications Management Sale,
we ceased operations and terminated the remaining employees of the Partnership. 
 ITEM 2. PROPERTIES. All of our cable systems and the associated property leased or owned by them
were sold effective August 31, 2003. 
 ITEM 3. LEGAL PROCEEDINGS. As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, the parent of the Corporate General Partner and the Manager
is the defendant in twenty-two class action and shareholder lawsuits and is the
subject of a grand jury investigation being conducted by the United States
Attorneys Office for the Eastern District of Missouri into certain of its
accounting and reporting practices, focusing on how Charter reported customer
numbers and its reporting of amounts received from digital set-top terminal
suppliers for advertising. The United States Attorneys Office has publicly
stated that Charter is not currently a target of the investigation. Charter
has also been advised by the United States Attorneys Office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated subscriber account numbers. On July 25, 2003,
one of the former officers who was indicted entered a guilty plea. Charter has
informed the Corporate General Partner that they are fully cooperating with the
investigation. Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these
matters could have a material adverse effect on Charters results of operations
and financial condition which could in turn have a material adverse effect on
the Partnership. 5




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2003. 6




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PART II 
 ITEM 5. MARKET FOR THE REGISTRANTS EQUITY SECURITIES AND RELATED SECURITY
HOLDER MATTERS. Restrictions on Admission as Limited Partner Our only remaining activities include settling our affairs in the normal course
of liquidation and our only remaining assets consist of temporary investments
in short-term securities and the right to receive certain escrowed amounts. In
addition, there has historically been only limited trading in our limited
partnership units and the units have never been listed or traded on a public
securities exchange or on any similar trading facility. Therefore, in order to
reduce costs during the liquidation period, we submitted a request for a no
action letter on October 30, 2003 (the Letter) from the Division of
Corporation Finance (the Division) of the Securities and Exchange Commission
seeking to relieve us from filing annual and quarterly reports on Forms 10-K
and 10-Q under the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Letter requested that the Division not recommend enforcement action
to the Commission against us for not filing these reports, subject to complying
with the requirements of the Letter. Our request currently is pending with the
Division and no relief has been granted. As such, we will continue to file
annual and quarterly reports on Forms 10-K and 10-Q under the Exchange Act
pending receipt of a favorable no action letter or until final dissolution of
the Partnership. However, in connection with the relief requested by the
Letter, we have undertaken not to consent to the admission of any transferee of
units as a limited partner in the Partnership, subject to the terms of our
partnership agreement, except for transfers for estate planning, gift and
intra-family transfer purposes. Following approval of the no action letter, we
will continue to provide financial statements to the Limited Partners in a
non-public presentation. The approximate number of equity security holders of record was 1,823 as of
December 31, 2003. Distributions The amended Partnership Agreement generally provides that all cash flow be
distributed 1% to the General Partners and 99% to the Limited Partners until
the Limited Partners have received aggregate cash distributions equal to their
original capital contributions. The Partnership Agreement also provides that
all partnership operating profits be allocated to the partners in the same
proportion as cash flow distributions are made. After the Limited Partners
have received cash flow equal to their initial investment, the General Partners
will receive a 1% distribution of proceeds from a disposition or refinancing of
a system until the Limited Partners have received an annual simple interest
return of at least 8% of their initial investment less any distributions from
previous dispositions or refinancing of systems. Thereafter, proceeds from a
disposition or refinancing of a system shall be distributed 80% to the Limited
Partners and 20% to the General Partners. Gains from dispositions of systems
are first allocated in the same manner as the proceeds from such dispositions.
This occurs until the dispositions result in the aggregate fair market value of
the Partnerships remaining system(s) being less than or equal to 50% of the
aggregate contributions to the capital of the Partnership by the partners.
Once this level of dispositions has occurred, gain is allocated first to the
partners having negative account balances until their capital accounts are
increased to zero and thereafter to the partners so that distributions upon
liquidation of the Partnership in accordance with capital account balances will
result in the same amounts being distributed to the partners as if
distributions were made in the same manner as they were prior to a liquidation. Any losses, whether resulting from operations or the sale or disposition of a
system, are allocated 99% to the Limited Partners and 1% to the General
Partners until the Limited Partners capital account balances are equal to or
less than zero. Thereafter, all losses are allocated to the Corporate General
Partner. Upon dissolution of the Partnership, distributions are to be made to the
partners in accordance with their capital account balances. No partners other
than General Partners shall be obligated to restore any negative capital
account balance existing upon dissolution of the Partnership. All allocations
to individual Limited Partners will be based on their respective limited
partnership ownership interests. The Partnership Agreement limits the amount
of debt the Partnership may incur. We began making periodic cash distributions from operations in January 1989 and
discontinued distributions in May 1993. No distributions were made in 2001 or
2000. Distributions related to the sale of cable systems totaled $8.8 7




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million in 2002. In 2003, we distributed $1.4 million to our Limited Partners
from the proceeds received from the sale of our remaining cable system. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with its partnership agreement. A
second and final liquidating distribution will occur on or after October 2004
upon the release of the indemnity escrow and the receipt of the remaining
proceeds of such escrow if any. 
 ITEM 6. SELECTED FINANCIAL DATA. The table below presents selected financial data of the Partnership for the
five years ended December 31, 2003. This data should be read in conjunction
with the Partnerships financial statements and related notes thereto included
in Item 8. Financial Statements and Supplementary Data and Managements
Discussion and Analysis of Financial Condition and Results of Operations
included in Item 7. Year Ended December 31,OPERATIONS STATEMENT DATA
    
    2002 (1)
    
    2001
    
    2000
    
    1999Revenues
    
    $
    1,442,500
    
    
    $
    3,194,400
    
    
    $
    3,342,000
    
    
    $
    3,463,300Operating expenses
    
    
    (971,500
    )
    
    
    (2,066,900
    )
    
    
    (2,062,700
    )
    
    
    (2,056,600
    )Depreciation and amortization
    
    
    (461,000
    )
    
    
    (999,200
    )
    
    
    (1,079,000
    )
    
    
    (1,025,300
    )Operating income
    
    
    10,000
    
    
    
    128,300
    
    
    
    200,300
    
    
    
    381,400Interest income (expense), net
    
    
    55,900
    
    
    
    (39,000
    )
    
    
    (81,200
    )
    
    
    (127,200
    )Gain on sale of cable systems
    
    
    7,451,500
    
    
    
    
    
    
    
    
    
    
    
    Other expense
    
    
    
    
    
    
    (58,900
    )
    
    
    (27,900
    )
    
    
    Net income
    
    $
    7,517,400
    
    
    $
    30,400
    
    
    $
    91,200
    
    
    $
    254,200Distributions to partners
    
    $
    8,788,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Per unit of limited partnership interest:Net income
    
    $
    91.21
    
    
    $
    0.38
    
    
    $
    1.13
    
    
    $
    3.15Distributions
    
    $
    109.00
    
    
    $
    
    
    
    $
    
    
    
    $
    OTHER OPERATING DATANet cash from operating activities
    
    $
    273,700
    
    
    $
    1,649,900
    
    
    $
    2,770,100
    
    
    $
    1,166,400Net cash from investing activities
    
    $
    11,477,000
    
    
    $
    (990,600
    )
    
    $
    (2,839,500
    )
    
    $
    (536,800
    )Net cash from financing activities
    
    $
    (9,038,000
    )
    
    $
    (450,000
    )
    
    $
    (350,000
    )
    
    $
    (495,700
    )Capital expenditures
    
    $
    555,100
    
    
    $
    990,000
    
    
    $
    2,807,700
    
    
    $
    492,400
 As of December 31,BALANCE SHEET DATA
    
    2001
    
    2000
    
    1999Total assets
    
    $
    5,806,300
    
    
    $
    5,708,800
    
    
    $
    4,365,400Total debt
    
    $
    250,000
    
    
    $
    700,000
    
    
    $
    1,050,000General Partners deficit
    
    $
    (134,700
    )
    
    $
    (135,000
    )
    
    $
    (135,900
    )Limited Partners capital
    
    $
    2,930,000
    
    
    $
    2,899,900
    
    
    $
    2,809,600
 8




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For the Year EndedCHANGES IN NET ASSETS IN LIQUIDATION DATA
    
    December 31, 2003Revenues
    
    $
    500,600Interest income
    
    
    9,900Excess of net proceeds over net book value of cable systems
    
    
    266,100Total additions
    
    
    776,600Operating expenses
    
    
    418,500Capital expenditures
    
    
    17,200Increase in accrued costs of liquidation
    
    
    8,900Distributions
    
    
    1,436,700Total deductions
    
    
    1,881,300Net decrease in net assets in liquidation
    
    $
    (1,104,700
    )
 NET ASSETS IN LIQUIDATION DATA
    
    As of December 31,2003
    
    2002Total assets
    
    $
    482,100
    
    
    $
    4,196,300Net assets in liquidation
    
    $
    389,200
    
    
    $
    1,493,900
  (1)
    
    Comparability of the above information from year to year is affected by
the disposition of the Partnerships Illinois cable systems in and around
Hillsboro, Jerseyville, Nokomis and Pana, Illinois in April 2002. This
information excludes the effect of liquidation costs recorded on December
31, 2002. See Note 2 to our financial statements included with the annual
report. Comparability of the above information from year to year is affected by the
disposition of the Partnerships Illinois cable systems in and around Cisne,
Farmersville, Flora, Noble, Raymond, Salem and Xena, Illinois in April 2002.
This information excludes the effect of liquidation costs recorded on December
31, 2002. See Note 2 to our financial statements included with the annual
report. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS. Introduction This report includes certain forward-looking statements regarding, among other
things, our future costs of liquidation, legal requirements and our estimated
future distributions. Such forward-looking statements involve risks and
uncertainties including, without limitation, the uncertainty of legislative and
regulatory changes and costs required to liquidate the Partnership, as
discussed more fully elsewhere in this Report. The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the sale
of the Partnerships final cable system and the subsequent liquidation and
dissolution of the Partnership. In April 2003, the required number of votes
necessary to implement the plan of liquidation were obtained. As a result, the
Partnership changed its basis of accounting to the liquidation basis as of
December 31, 2002. The statements of operations, partnership capital and cash
flows for the years ended December 31, 2002 and 2001 have been presented on a
going concern basis comparable to prior periods and do not reflect the effects
of the change to the liquidation basis of accounting. Upon changing to
liquidation basis accounting, the Partnership recorded $30,800 of accrued costs
of liquidation in accounts payable and accrued liabilities representing an
estimate of the costs to be incurred after the sale of the final cable system
but prior to dissolution of the Partnership. Because reliable estimates of
future operating results or the ultimate realizable value of property, plant
and equipment could not be developed due to uncertainties surrounding the final
dissolution of the Partnership, no adjustments were recorded, 9




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prior to the sale of the assets, to reflect assets at estimated realizable
values or to reflect estimates of future operating results. Accordingly, the
assets in the accompanying statement of net assets in liquidation as of
December 31, 2002 have been stated at historical book values. Net assets in
liquidation as of December 31, 2003 represent the estimated distributions to
the Limited Partners and the General Partners. Distributions ultimately made
to the partners upon liquidation will differ from the net assets in liquidation
recorded in the accompanying statement of net assets in liquidation as of
December 31, 2003 as a result of post closing adjustments to the sale proceeds
received by the Partnership and adjustments to accrued costs of liquidation.
The Partnerships accrued costs of liquidation were increased by $8,900 during
the year ended December 31, 2003. No assurance can be given as to the amount
of final distributions to be made to the partners. Critical Accounting Estimates As discussed above, the financial statements are presented on the liquidation
basis of accounting as of December 31, 2003 and 2002 and for the year ended
December 31, 2003. These financial statements include estimates regarding the
estimated costs to liquidate the partnership and the ultimate resolution of
various items accrued for in the financial statements as well as post closing
adjustments to sale proceeds received by the Partnership. No assurance can be
given as to the amount of final distributions to be made to the partners. Results of Operations We operated the properties through August 31, 2003 but had no operations for
the period subsequent to that date as a result of the Telecommunications
Management Sale. In addition, the Partnership changed to the liquidation basis
of accounting on December 31, 2002. Accordingly, no discussion of operating
results for the year ended December 31, 2003 compared to the year ended
December 31, 2002 has been provided as the periods are not comparable nor are
they presented on a comparable basis of accounting. Net assets in liquidation at December 31, 2003 were $389,200, consisting of
current assets of $482,100, offset by current liabilities of $92,900. The net
change in net assets in liquidation for year ended December 31, 2003 was a
decrease of $1,104,700, which was primarily due to distributions to partners of
$1,436,700 offset by $266,100 due to the excess of net proceeds over net book
value of cable systems. Year Ended December 31, 2002 Compared to Year Ended December 31, 2001 On April 10, 2002, we completed the sale of all of our Illinois cable
television systems in and around Cisne, Farmersville, Flora, Noble, Raymond,
Salem and Xenia, Illinois. Accordingly, results of operations for the year
ended December 31, 2002 are not comparable to the year ended December 31, 2001.
Results of operations for the year ended December 31, 2002 do not reflect
adjustments recorded upon the change to liquidation basis accounting. Revenues decreased $1,751,900 from $3,194,400 to $1,442,500, or 54.8%, for the
year ended December 31, 2002, as compared to 2001. The decrease was due to a
decline in the number of basic and premium service customers primarily as a
result of the sale of the Partnerships Illinois cable systems in April 2002.
As of December 31, 2002 and 2001, we had approximately 1,800 and 7,400 basic
customers, respectively, and 200 and 1,100 premium service units, respectively. Service costs decreased $497,800 from $963,100 to $465,300, or 51.7%, for the
year ended December 31, 2002, as compared to 2001. Service costs represent
programming costs and other costs directly attributable to providing cable
services to customers. The decrease was primarily due to the sale of the
Partnerships Illinois cable systems in April 2002. General and administrative expenses decreased $325,800 from $584,700 to
$258,900, or 55.7%, for the year ended December 31, 2002, as compared to 2001,
primarily due to the sale of the Partnerships Illinois cable systems in April
2002. General partner management fees and reimbursed expenses decreased $271,800 from
$519,100 to $247,300, or 52.4%, for the year ended December 31, 2002, as
compared to 2001. These costs represent management fees and administrative
costs reimbursed to Charter by us based on Charters actual costs incurred.
Management fees are less due to a decrease in revenues as a result of the sale
of the Partnerships Illinois cable systems in April 2002. 10




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Depreciation and amortization expense decreased $538,200 from $999,200 to
$461,000, or 53.9%, for the year ended December 31, 2002, as compared to 2001,
due to the sale of the Partnerships Illinois cable systems in April 2002 and
certain fixed assets becoming fully depreciated during 2002. Due to the factors described above, operating income decreased $118,300 from
$128,300 to $10,000, or 92.2%, for the year ended December 31, 2002, as
compared to 2001. Interest income, net consisted of interest income of $55,900 for the year ended
December 31, 2002 due to an increase in average cash balances on cash balances
available for investment for the year ended December 31, 2002 as compared to
2001 as a result of proceeds from the sale of the Partnerships Illinois cable
systems in April 2002. Interest expense of $39,000 for the year ended December
31, 2001 was primarily due a loan facility which matured on August 31, 2001 and a related
party loan agreement which matured on May 31, 2002. Gain on sale of cable systems totaled $7,451,500 for the year ended December
31, 2002. Gain on sale of cable systems represents the difference between the
sale proceeds and the net book value of investment. Other expense of $58,900 for the year ended December 31, 2001 represents costs
associated with a previous unexecuted sales proposal. Due to the factors described above, our income increased $7,487,000 from
$30,400 to $7,517,400 for the year ended December 31, 2002, respectively,
compared to the corresponding period in 2001. Liquidity and Capital Resources Cash and cash equivalents
decreased $2,747,400 from $3,178,500 at December 31,
2002 to $431,100 at December 31, 2003. The decrease was attributable to
repayments of $2,507,100 on the amounts due to affiliates, remittance of
$205,000 in withholding taxes related to the April 2002 sale of the
Partnerships Illinois cable systems which had been recorded in accounts
payable and accrued expenses and distributions of $1,436,700. The decrease was
offset by $1,286,400 of proceeds from the Telecommunications Management Sale.
Amounts due to affiliates at December 31, 2002 primarily represent accrued and
unpaid management fees and other allocated expenses accrued since the fourth
quarter of 2000. Cash and cash equivalents increased $2,712,700 from $465,800
at December 31, 2001 to $3,178,500 at December 31, 2002 primarily as a result
of net proceeds from sale of cable systems of $12,032,100 offset by
distributions to partners of $8,788,000. Capital expenditures, which are
expensed as incurred in the year ended December 31, 2003, were $17,200.
Capital expenditures for the year ended December 31, 2002 were $555,100. We were party to a loan agreement with Enstar Finance Company, LLC, a
subsidiary of Enstar Communications Corporation (ECC) that matured and was
repaid on August 31, 2001. The loan facility was not extended or replaced and
any amounts outstanding under the facility were paid in full. We were also party to a loan agreement in the amount of $250,000 with Falcon
Cable Communications, LLC, our affiliate, for general working capital purposes.
The loan matured on May 31, 2002 and was repaid rather than extended or
replaced. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible, in accordance with its partnership agreement. The
Partnership made in initial distribution payment of $1.4 million to the Limited
Partners in November 2003. A second and final liquidating distribution will
occur on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any. Certain Trends and Uncertainties Charter and our Corporate General Partner have had communications and
correspondence with representatives of certain limited partners, and others,
concerning certain Enstar partnerships of which our Corporate General Partner
is also the Corporate General Partner. While we are not aware of any formal
litigation which has been filed relating to the communications and
correspondence, or the subject matter referred to therein, it is impossible to
predict what actions may be taken in the future or what loss contingencies may
result therefrom. 11




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As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, the parent of the Corporate General Partner and the Manager
is the defendant in twenty-two class action and shareholder lawsuits and is the
subject of a grand jury investigation being conducted by the United States
Attorneys Office for the Eastern District of Missouri into certain of its
accounting and reporting practices, focusing on how Charter reported customer
numbers and its reporting of amounts received from digital set-top terminal
suppliers for advertising. The United States Attorneys Office has publicly
stated that Charter is not currently a target of the investigation. Charter
has also been advised by the United States Attorneys Office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated subscriber account numbers. On July 25, 2003,
one of the former officers who was indicted entered a guilty plea. Charter has
informed the Corporate General Partner that they are fully cooperating with the
investigation. Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these
matters could have a material adverse effect on Charters results of operations
and financial condition which could in turn have a material adverse effect on
us. 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We are not exposed to material market risks associated with financial
instruments. 
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The index to the financial statements and related financial information
required to be filed hereunder is located on Page F-1. 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE. Previously reported in our Current Report on Form 8-K, dated June 14, 2002. 
 ITEM 9A. CONTROLS AND PROCEDURES. As of the end of the period covered by this report, our Corporate General
Partner, including our Chief Administrative Officer and Principal Financial
Officer, acting in the capacity of our Principal Executive Officer evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures with respect to the information generated for use in this annual
report. The evaluation was based in part upon reports and affidavits provided
by a number of executives of the Corporate General Partner. Based upon, and as
of the date of that evaluation, our Chief Administrative Officer and Principal
Financial Officer concluded that the disclosure controls and procedures were
effective to provide reasonable assurances that information required to be
disclosed in the reports we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the Commissions rules and forms. There was no change in our internal control over financial reporting during
2003 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. In designing and evaluating the disclosure controls and procedures, our
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance of
achieving the desired control objectives and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based upon the above evaluation, we believe
that our controls do provide such reasonable assurances. 12




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PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The Corporate General Partner of the Partnership may be considered for certain
purposes, the functional equivalent of directors and executive officers. The
Corporate General Partner is Enstar Communications Corporation. The directors and executive officers of the Corporate General Partner as of
December 31, 2003, all of whom have their principal employment in a comparable
position with Charter (except Paul Allen who is a director of Charter and not
the Corporate General Partner), are named below: NAME
    
    POSITIONPaul G. Allen
    
    Chairman of the Board of Directors of CharterCarl E. Vogel
    
    President and Chief Executive OfficerMargaret Maggie
A. Bellville
    
    Executive Vice President  Chief Operating OfficerDerek Chang
    
    Executive Vice President of Finance and StrategyThomas A. Cullen
    
    Senior Vice President of Advanced Services and Business DevelopmentWayne H. Davis
    
    Senior Vice President, Engineering and Technical OperationsMichael P. Huseby
    
    Executive Vice President  Chief Financial OfficerMichael J. Lovett
    
    Senior Vice President, Operations SupportPaul E. Martin
    
    Senior Vice President and Corporate Controller (Principal
Financial Officer and Principal Accounting Officer)Steven A. Schumm
    
    Director of the Corporate General Partner, Executive Vice
President  Chief Administrative OfficerCurtis S. Shaw
    
    Executive Vice President, General Counsel and Secretary
 Except for executive officers who joined Charter after November 1999, all
executive officers were appointed to their position with the Corporate General
Partner following Charters acquisition of control of the Corporate General
Partner in November 1999, have been employees of Charter since November 1999,
and prior to November 1999, were employees of Charter Investment, Inc., an
affiliate of Charter and the Corporate General Partner. Paul G. Allen, 50, has been Chairman of the board of directors of Charter since
July 1999, and Chairman of the board of directors of Charter Investment, Inc.
(a predecessor to, and currently an affiliate of, Charter) since December 1998.
Mr. Allen, co-founder of Microsoft Corporation, has been a private investor
for more than 15 years, with interests in over 50 technology,
telecommunications, content and biotech companies. Mr. Allens investments
include Vulcan Inc., Vulcan Productions, Inc., the Portland Trail Blazers NBA
and Seattle Seahawks NFL franchises, and investments in TechTV, Inc.,
DreamWorks LLC, and Oxygen Media. In addition, he is a director of TechTV,
Inc., Vulcan Programming Inc., Vulcan Ventures, Vulcan Inc. (f/k/a Vulcan
Northwest), Vulcan Cable III, Inc. and numerous privately held companies. Carl E. Vogel, 46, has been a director, President and Chief Executive Officer
of Charter since October 2001. Mr. Vogel has more than 20 years experience in
telecommunications and the subscription television business. Prior to joining
Charter, he was a Senior Vice President of Liberty Media Corp. from November
1999 until October 2001, and Chief Executive Officer of Liberty Satellite and
Technology, a distributor of Internet data and other content via satellite,
from April 2000 until October 2001. Prior to joining Liberty, Mr. Vogel was an
Executive Vice President and Chief Operating Officer of Field Operations for
AT&T Broadband and Internet Services with responsibility for managing
operations of all of AT&Ts cable broadband properties from June 1999 until
November 1999. From June 1998 to June 1999, when the business of Primestar
Inc. was sold, Mr. Vogel served as Chairman and Chief Executive Officer of
Primestar Inc., a national provider of subscription television services, and
from 1997 to 1998, he served as Chief Executive Officer of Star Choice
Communications. From 1994 through 1997, Mr. Vogel served as the President and
Chief Operating Officer of EchoStar Communications. He began his career at
Jones Intercable in 1983. Mr. Vogel serves as a director and member of the
Executive Committee of the National Cable & Telecommunications Association,
CableLabs and Digeo, Inc. and serves as a director of Women in Cable and
Telecommunications. Mr. Vogel holds a B.S. degree in Finance and Accounting
from St. Norbert College. His employment agreement provides that he will serve
on the board of directors of Charter. 13




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Margaret Maggie A. Bellville, 50, Executive Vice President and Chief
Operating Officer. Before joining Charter in December, 2002, Ms. Bellville was
President and Chief Executive Officer of Incanta Inc., a technology-based
streaming content company from 2001 to 2002. Incanta Inc. filed for bankruptcy
in April 2002. Prior to that, she worked for six years at Cox Communications,
beginning in 1995 as Vice President of Operations, she advanced to Executive
Vice President of Operations. Ms. Bellville joined Cox from Century
Communications, where she served as Senior Vice President. Before that, Ms.
Bellville served seven years with GTE Wireless in a variety of management and
executive-level roles. A graduate of the State University of New York in
Binghamton, Ms. Bellville is also a graduate of Harvard Business Schools
Advanced Management Program. She currently serves on the Cable and Television
Association for Marketing Education Foundation. Derek Chang, 36, Executive Vice President of Finance and Strategy. Prior to
joining Charter, Mr. Chang was Executive Vice President of the Yankees
Entertainment and Sports (YES) Network, a regional sports programming network
in New York where he headed corporate development and financing activities from
the companys inception in 2001 until January 2003. Prior to joining YES, he
was the Chief Financial Officer and Co-Chief Operating Officer of GlobalCenter,
the web hosting subsidiary of Global Crossing. Mr. Chang worked for TCI
Communications/AT&T Broadband in Denver from 1997 to 2000, ultimately as
Executive Vice President of Corporate Development, where he directed mergers
and acquisitions activities and managed a multibillion dollar portfolio of
cable joint ventures. He was with InterMedia Partners in San Francisco from
1994 to 1997 where he held a number of positions and was ultimately Treasurer.
Mr. Chang received a B.A. degree from Yale University and an M.B.A. from the
Stanford University Graduate School of Business. Thomas A. Cullen, 44, Senior Vice President of Advanced Services and Business
Development. From January 2001 to October 2002, Mr. Cullen was General Partner
of Lone Tree Capital, a private equity partnership focused on investment
opportunities in the technology and communications sector. From March 1997 to
June 2000, Mr. Cullen was President of MediaOne Ventures. Prior to that, Mr.
Cullen served in several capacities with MediaOne Internet Services including
Vice President from April 1998 to June 2000 and Vice President of Business
Development from September 1995 to March 1997. Mr. Cullen is a member of the
board of directors of SportsLine USA, and a member of the Colorado State
University Global Leadership Council. Mr. Cullen is a graduate of Northern
Arizona University with a B.S. degree in Business Administration. He earned a
Master of Business Administration from the University of Colorado, and he
participated in a University of Pennsylvania, Wharton School Executive Program. Wayne H. Davis,50, Senior Vice President, Engineering and Technical
Operations. Prior to becoming Senior Vice President, Engineering and Technical
Operations, Mr. Davis was Assistant to the President/Vice President of
Management Services since July 2002 and prior to that, he was Vice President of
Engineering/Operations for Charters National Region from December 2001.
Before joining Charter Mr. Davis held the position of Vice President of
Engineering for Comcast Corporation, Inc. Prior to that, the held various
engineering positions including Vice President of Engineering for Jones
Intercable Inc. He began his career in the cable industry in 1980. He
attended the State University of New York at Albany. Mr. Davis serves as an
advisory board member of Cedar Point Communications, and as a board member of
@Security Broadband Corp., a company in which Charter owns an equity investment
interest. Mr. Davis is also a member of the Society of Cable
Telecommunications Engineers. Michael P. Huseby,49, Executive Vice President and Chief Financial Officer.
Mr. Huseby was Executive Vice President of Finance and Administration and Chief
Financial Officer of AT&T Broadband from 1999 until its merger with Comcast in
2002. Prior to joining Charter in January 2004, he served as a consultant to
Comcast and to Charter as President and founder of MPH Associates Inc., a
privately held management and information technology firm providing consulting
services to broadband industry clients. For ten years prior to joining AT&T,
Mr. Huseby was a partner in the professional services firm of Andersen
Worldwide. Mr. Huseby graduated from the University of Colorado at Boulder
with a degree in Business Administration. Michael J, Lovett,42, Senior Vice President, Operations Support. Mr. Lovett
joined Charter in August of 2003. Prior to joining Charter, Mr. Lovett was
Chief Operating Officer of Voyant Technologies, Inc., a voice conferencing
hardware/software solutions provider, from December 2001 to August 2003. From
November 2000 to December 2001, he was Executive Vice President of Operations
for OneSource, Inc., a startup delivering management/monitoring of firewalls
and virtual private networks. Prior to that, Mr. Lovett was Regional Vice
President at AT&T from June 1999 to November 2000 where he was responsible for
operations. Mr. Lovett was Senior Vice President at Jones Intercable from
October 1989 to June 1999 where he was responsible for operations in nine
states. Mr. Lovett began his career in cable television at Centel Corporation
where he held a number of positions. 14




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Paul E. Martin, 43, Senior Vice President, Corporate Controller, Principal
Financial Officer and Principal Accounting Officer. Prior to his promotion to
his current position in April 2002, Mr. Martin was Vice President and Corporate
Controller of Charter from March 2000. Prior to joining Charter in March 2000,
Mr. Martin was Vice President and Controller for Operations and Logistics for
Fort James Corporation, a manufacturer of paper products. From 1995 to
February 1999, Mr. Martin was Chief Financial Officer of Rawlings Sporting
Goods Company, Inc. Mr. Martin received a B.S. degree with honors in
Accounting from the University of Missouri  St. Louis. Steven A. Schumm, 51, Executive Vice President and Chief Administrative
Officer. Prior to joining Charter Investment, Inc. in 1998, Mr. Schumm was a
partner of Ernst & Young LLP for 14 years where he was Managing Partner of
Ernst & Youngs St. Louis office and a member of the Ernst & Young National Tax
Committee. Mr. Schumm joined Ernst & Young in 1974 and served in a variety of
capacities during his years with the firm. Mr. Schumm earned a B.S. degree in
Business Administration from Saint Louis University. Mr. Schumm served as
Interim Chief Financial Officer of Charter from December 2002 to January 2004. Curtis S. Shaw, 55, Executive Vice President, General Counsel and Secretary.
Mr. Shaw was promoted to Executive Vice President in October 2003. Prior to
joining Charter Investment as Senior Vice President, General Counsel and
Secretary in 1997, Mr. Shaw served as corporate counsel to NYNEX from 1988
through 1996. Since 1973, Mr. Shaw has practiced as a corporate lawyer,
specializing in mergers and acquisitions, joint ventures, public offerings,
financings, and federal securities and antitrust law. Mr. Shaw received a B.A.
degree with honors in Economics from Trinity College and a J.D. degree from
Columbia University School of Law. The sole director of the Corporate General Partner is elected to a one-year
term at the annual shareholder meeting to serve until the next annual
shareholder meeting and thereafter until his respective successor is elected
and qualified. Officers are appointed by and serve at the discretion of the
directors of the Corporate General Partner. Code of Ethics In January, 2003, we adopted a Code of Conduct that is a Code of Ethics within
the meaning of federal securities regulations for our employees, including all
executive officers, and established a hotline and website for reporting alleged
violations of the code of conduct, established procedures for processing
complaints and implemented educational programs to inform our employees
regarding the Code of Conduct. A copy of our Code of Conduct is incorporated
by reference as Exhibit 14.1 to this annual report. 
 ITEM 11. EXECUTIVE COMPENSATION. Management Fee The Partnership has a management agreement (the Management Agreement) with
Enstar Cable Corporation (Enstar Cable), a wholly-owned subsidiary of the
Corporate General Partner, pursuant to which Enstar Cable manages our systems
and provides all operational support for our activities. For these services,
Enstar Cable receives a management fee of 5% of our gross revenues, excluding
revenues from the sale of cable television systems or franchises, which is
calculated and paid monthly. In addition, we reimburse Enstar Cable for
operating expenses incurred by Enstar Cable in the day-to-day operation of our
cable systems. The Management Agreement also requires us to indemnify Enstar
Cable (including its officers, employees, agents and shareholders) against loss
or expense, absent negligence or deliberate breach by Enstar Cable of the
Management Agreement. The Management Agreement is terminable by the
Partnership upon 60 days written notice to Enstar Cable. Enstar Cable had,
prior to November 12, 1999, engaged Falcon Communications, L.P. (Falcon) to
provide management services for us and paid Falcon a portion of the management
fees it received in consideration of such services and reimbursed Falcon for
expenses incurred by Falcon on its behalf. Subsequent to November 12, 1999,
Charter, as successor-by-merger to Falcon, has provided such services and
received such payments. Additionally, we receive system operating management
services from affiliates of Enstar Cable in lieu of directly employing
personnel to perform those services. We reimburse the affiliates for our
allocable share of their operating costs. The Corporate General Partner also
performs supervisory and administrative services for the Partnership, for which
it is reimbursed. For the fiscal year ended December 31, 2003, Enstar Cable charged us management
fees of approximately $25,000. We also reimbursed Enstar Cable, Charter and
its affiliates approximately $47,200 for system operating management 15




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services and direct expenses. In addition, programming services were purchased
through Charter. Charter charged us approximately $112,900 for these
programming services for fiscal year 2003. Charter as manager of the Corporate General Partner has adopted a code of
conduct which covers all employees, including all executive officers, and
includes conflict of interest provisions and standards for honest and ethical
conduct, a copy of which is attached as Exhibit 14.1 to this annual report. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. As of December 31, 2003, the only persons known by us to own beneficially or
that may be deemed to own beneficially, more than 5% of the units were: Amount and Nature ofBeneficial OwnershipName and Address
    
    Sole Voting and
    
    Shared Voting andof Beneficial Owner
    
    Dispositive Power
    
    Dispositive Power
    
    Percent of ClassEric J. Branfman3640 Appleton Street NWWashington, DC 20008
    
    
    2,554
    1
    
    
    0
    
    
    
    8.5
    %
   1 Amount and percent of beneficial ownership listed is based on information
received from the Partnerships transfer agent, Gemisys Financial Services. The Corporate General Partner is a wholly-owned subsidiary of Charter
Communications Holding Company, LLC. As of December 31, 2003, the common
membership units of Charter Communications Holding Company, LLC are owned 46%
by Charter, 19% by Vulcan Cable III Inc., and 35% by Charter Investment, Inc.
(assuming conversion of all convertible securities). Charter controls 100% of
the voting power of Charter Communications Holding Company LLC. Paul G. Allen
owns approximately 10% of the outstanding capital stock of Charter and controls
approximately 92.8% of the voting power of Charters common stock, and he is
the sole equity owner of Charter Investment, Inc. and Vulcan Cable III Inc. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Management Services On November 12, 1999, Charter acquired ownership of Enstar Communications
Corporation (ECC) from Falcon Holding Group, L.P. (Falcon) and assumed the
management services operations previously provided by affiliates of Falcon.
Charter now manages the operations of the partnerships of which ECC is the
Corporate General Partner, including the Partnership. Commencing November 13,
1999, Charter began receiving management fees and reimbursed expenses which had
previously been paid by the Corporate General Partner to Falcon. Pursuant to the Management Agreement between the Partnership and Enstar Cable
Corporation, a subsidiary of the Corporate General Partner, Enstar Cable
Corporation provides financial, management, supervisory and marketing services,
as necessary to the Partnerships operations. This Management Agreement
provides that the Partnership shall pay management fees equal to 5% of the
Partnerships gross receipts from customers. In addition, Enstar Cable
Corporation is to be reimbursed for amounts paid to third parties, the cost of
administrative services in an amount equal to the lower of actual cost or the
amount the Partnership would be required to pay to independent parties for
comparable administrative services, salaries and benefits of employees
necessary for day-to-day operation of the Partnerships systems, and an
allocable shares of costs associated with facilities required to manage the
Partnerships systems. To provide these management services, Enstar Cable
Corporation has engaged Charter Communications Holding Company, LLC, an
affiliate of the Corporate General Partner and Charter, to provide management,
consulting, programming and billing services for the Partnership. 16




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Since November 12, 1999, when Charter acquired control of the Corporate General
Partner and its subsidiary, Enstar Cable Corporation, as well as Falcon
Communications, L.P., the management fees payable have been limited to
reimbursement of an allocable share of Charters management costs, which is
less than the fee permitted by the existing agreement. In addition, the
Partnership was charged directly for the salaries and benefits of employees for
daily operations, and where shared by other Charter systems, an allocable share
of facilities costs, with programming and billing being charged to the
Partnership at Charters actual cost. For the year ended December 31, 2003,
service costs directly attributable to providing cable services to customers
which were incurred by Charter and reimbursed by the Partnership, were $47,200.
In addition, programming services were purchased through Charter. Charter
charged us approximately $112,900 for these programming services for fiscal
year 2003. Conflicts of Interest The Partnership relies upon the Corporate General Partner and certain of its
affiliates to provide general management services, system operating services,
supervisory and administrative services and programming. See Item 11.
Executive Compensation. The executive officers of the Corporate General
Partner have their personal employment with Charter, and, as a result, are
involved in the management of other cable ventures. Charter may continue to
enter into other cable ventures. These affiliations subject Charter and the
Corporate General Partner and their management to conflicts of interest. These
conflicts of interest relate to the time and services that management will
devote to the Partnerships affairs. Fiduciary Responsibility and Indemnification of the General Partners The Partnership Agreement provides that the General Partners will be
indemnified by the Partnership for acts performed within the scope of their
authority under the Partnership Agreement if the General Partners (i) acted in
good faith and in a manner that it reasonably believed to be in, or not opposed
to, the best interests of the Partnership and the partners, and (ii) had no
reasonable grounds to believe that their conduct was negligent. In addition,
the Partnership Agreement provides that the General Partners will not be liable
to the Partnership or its Limited Partners for errors in judgment or other acts
or omissions not amounting to negligence or misconduct. Therefore, Limited
Partners will have a more limited right of action than they would have absent
such provisions. In addition, we maintain, at our expense and in such
reasonable amounts as the Corporate General Partner determines, a liability
insurance policy which insures the Corporate General Partner, Charter and its
affiliates, officers and directors and other persons determined by the
Corporate General Partner against liabilities which they may incur with respect
to claims made against them for wrongful or allegedly wrongful acts, including
errors, misstatements, misleading statements, omissions, neglect or breaches of
duty. 17




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PART IV 
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees During the years ended December 31, 2003 and 2002, we paid KPMG LLP (KPMG)
aggregate fees and related expenses for the audit of our financial statements
for the year and for the reviews of our interim financial statements of
approximately $21,100 and $36,200, respectively. The Sole Director of our Corporate General Partner functions as our Audit
Committee. As such, the Sole Director appoints, retains, compensates and
oversees the registered public accountants and approves in advance all fees and
terms for the audit engagement and non-audit engagements where non-audit
services are not prohibited by Section 10A of the Securities Exchange Act of
1934, as amended with registered public accountants. The Sole Director
approved 100% of the KPMG fees for the years ended December 31, 2003 and 2002.
Each year, including 2003, with respect to the proposed audit engagement, the
Sole Director reviews the proposed risk assessment process in establishing the
scope of examination and the reports to be rendered. The Sole Director oversees the work of the registered public accounting firm
(including resolution of disagreements between management and the public
accounting firm regarding financial reporting) for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services.
The registered public accounting firm reports directly to the Sole Director in
its Audit Committee function. In performing this function, the Sole Director
undertakes those tasks and responsibilities that, in its judgment, most
effectively contribute to and implement the purposes of an audit committee. 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.  (a)
    
    The following documents are filed as part of this annual report:  1.
    
    Financial StatementsReference is made to the Index to Financial Statements on page F-1.2.
    
    Financial Statement SchedulesReference is made to the Index to Financial Statements on page F-1.3.
    
    ExhibitsReference is made to the Exhibits Index on Page E-1.  (b)
    
    Reports on Form 8-K  With respect to any information furnished under Item 9 of any Report on Form
8-K listed below, the reference to such report in this Item 15(b) is not
intended to, and shall not, cause such information to be deemed filed under
the Exchange Act.On February 14, 2003 the registrant filed a current report on Form 8-K dated
February 6, 2003 to announce it had entered into a side letter amending an
asset purchase agreement.On April 25, 2003 the registrant filed a current report on Form 8-K dated
April 24, 2003 to announce it had entered into a side letter amending an
asset purchase agreement.On June 9, 2003 the registrant filed a current report on Form 8-K dated
November 8, 2002 to announce it had entered into a side letter amending an
asset purchase agreement. 18




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On September 16, 2003 the registrant filed a current report on Form 8-K dated
September 11, 2003 to announce the close of the asset purchase agreement
dated November 8, 2002. 19




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized. ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.By:
    
    Enstar Communications Corporation,
Corporate General PartnerDated: April 14, 2004
    
    By:
    
    /s/ Steven A. SchummSteven A. SchummDirector,Executive Vice President, ChiefAdministrative Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. Dated: April 14, 2004
    
    By:
    
    /s/ Steven A. SchummSteven A. SchummDirector,Executive Vice President, ChiefAdministrative Officer(Principal Executive Officer) *Dated: April 14, 2004
    
    By:
    
    /s/ Paul E. MartinPaul E. MartinSenior Vice President andCorporate Controller(Principal Financial Officer andPrincipal Accounting Officer) *
 *Indicates position held with Enstar Communications Corporation, the Corporate
General Partner of the registrant. 20




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INDEX TO FINANCIAL STATEMENTS PAGEIndependent Auditors Report
    
    
    F-2Report of Independent Public Accountants
    
    
    F-3Statements of Net Assets in Liquidation as of December 31, 2003 and 2002
    
    
    F-4Statement of Changes in Net Assets in Liquidation for the year ended December 31, 2003
    
    
    F-5Statements of Operations for the years ended December 31, 2002 and 2001
    
    
    F-6Statements of Partnership Capital (Deficit) for the years ended
December 31, 2002 and 2001
    
    
    F-7Statements of Cash Flows for the years ended December 31, 2002 and 2001
    
    
    F-8Notes to Financial Statements
    
    
    F-9
 All financial statement schedules have been omitted because they are either not
required, not applicable or the information has otherwise been supplied. 21




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INDEPENDENT AUDITORS REPORT To the Partners of
Enstar Income/Growth Program Six-A, L.P.: We have audited the accompanying statements of net assets in liquidation as of
December 31, 2003 and 2002 and the related statement of changes in net assets in
liquidation for the year ended December 31, 2003 of Enstar Income/Growth
Program Six-A, L.P. (a Georgia limited partnership) (see Note 2). We have also
audited the statements of operations, partnership capital (deficit) and cash
flows for the year ended December 31, 2002. These financial statements are the
responsibility of the Partnerships management. Our responsibility is to
express an opinion on these financial statements based on our audits. The 2001
financial statements were audited by other auditors who have ceased operations.
Those auditors expressed an unqualified opinion on those financial statements
in their report dated March 29, 2002. We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. As described in Note 2 to the financial statements, the partners of Enstar
Income/Growth Program Six-A, L.P. have approved a plan of liquidation.
Accordingly, the Partnership has changed its basis of accounting from the going
concern basis to a liquidation basis as of December 31, 2002. In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets in liquidation of Enstar Income/Growth
Program Six-A, L.P. as of December 31, 2003 and 2002, the changes in its net
assets in liquidation for the year ended December 31, 2003, and the results of
its operations and its cash flows for the year ended December 31, 2002 in
conformity with accounting principles generally accepted in the United States
of America applied on the bases described in the preceding paragraph. /s/ KPMG LLP St. Louis, Missouri
April 12, 2004 F-2




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THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT
BEEN REISSUED BY ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of  We have audited the accompanying balance sheet of Enstar Income/Growth Program
Six-A, L.P. (a Georgia limited partnership) as of December 31, 2001, and the
related statements of operations, partnership capital (deficit) and cash flows
for the years ended December 31, 2001 and 2000. These financial statements are
the responsibility of the Partnerships management. Our responsibility is to
express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Enstar Income/Growth Program
Six-A, L.P. as of December 31, 2001, and the results of its operations and its
cash flows for the years ended December 31, 2001 and 2000 in conformity with
accounting principles generally accepted in the United States. /s/ ARTHUR ANDERSEN LLP St. Louis, Missouri
March 29, 2002 F-3




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
STATEMENTS OF NET ASSETS IN LIQUIDATION
(See Note 2) AS OF DECEMBER 31, 2003 AND 2002 2003
    
    2002ASSETS:Cash and cash equivalents
    
    $
    431,100
    
    
    $
    3,178,500Accounts receivable, net
    
    
    
    
    
    
    6,600Prepaid expenses and other assets
    
    
    
    
    
    
    7,600Property, plant and equipment
    
    
    
    
    
    
    837,600Franchise cost
    
    
    
    
    
    
    166,000Escrow deposits
    
    
    51,000
    
    
    
    Total assets
    
    
    482,100
    
    
    
    4,196,300LIABILITIES:Accounts payable and accrued expenses
    
    
    38,000
    
    
    
    349,300Due to purchaser
    
    
    53,000
    
    
    
    Due to affiliates
    
    
    1,900
    
    
    
    2,353,100Total liabilities
    
    
    92,900
    
    
    
    2,702,400NET ASSETS IN LIQUIDATION:General Partners
    
    
    17,900
    
    
    
    14,600Limited Partners
    
    
    371,300
    
    
    
    1,479,300$
    389,200
    
    
    $
    1,493,900
 See accompanying notes to financial statements. F-4




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(See Note 2) FOR THE YEAR ENDED DECEMBER 31, 2003 Additions:Revenues
    
    $
    500,600Interest income
    
    
    9,900Excess of net proceeds over net book value of cable systems
    
    
    266,100Total additions
    
    
    776,600Deductions:Service costs
    
    
    197,200General and administrative expenses
    
    
    149,100General partner and management fees and reimbursed expenses
    
    
    72,200Capital expenditures
    
    
    17,200Increase in accrued costs of liquidation
    
    
    8,900Distributions
    
    
    1,436,700Total deductions
    
    
    1,881,300Net decrease in net assets in liquidation
    
    
    (1,104,700
    )NET ASSETS IN LIQUIDATION, beginning of period
    
    
    1,493,900NET ASSETS IN LIQUIDATION, end of period
    
    $
    389,200
 See accompanying notes to financial statements. F-5




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 2002
    
    2001(See Note 2)REVENUES
    
    $
    1,442,500
    
    
    $
    3,194,400OPERATING EXPENSES:Service costs
    
    
    465,300
    
    
    
    963,100General and administrative expenses
    
    
    258,900
    
    
    
    584,700General partner management fees and reimbursed expenses
    
    
    247,300
    
    
    
    519,100Depreciation and amortization
    
    
    461,000
    
    
    
    999,2001,432,500
    
    
    
    3,066,100Operating income
    
    
    10,000
    
    
    
    128,300OTHER INCOME (EXPENSE):Interest income (expense), net
    
    
    55,900
    
    
    
    (39,000
    )Gain on sale of cable systems
    
    
    7,451,500
    
    
    
    Other expense
    
    
    
    
    
    
    (58,900
    )7,507,400
    
    
    
    (97,900
    )NET INCOME
    
    $
    7,517,400
    
    
    $
    30,400NET INCOME ALLOCATED TO GENERAL PARTNERS
    
    $
    237,500
    
    
    $
    300NET INCOME ALLOCATED TO LIMITED PARTNERS
    
    $
    7,279,900
    
    
    $
    30,100NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST
    
    $
    91.21
    
    
    $
    0.38WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING
DURING THE YEAR
    
    
    79,818
    
    
    
    79,818
 See accompanying notes to financial statements. F-6




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 General
    
    LimitedPartners
    
    Partners
    
    TotalPARTNERSHIP CAPITAL (DEFICIT), January 1, 2001
    
    $
    (135,000
    )
    
    $
    2,899,900
    
    
    $
    2,764,900Net income
    
    
    300
    
    
    
    30,100
    
    
    
    30,400PARTNERSHIP CAPITAL (DEFICIT), December 31, 2001
    
    
    (134,700
    )
    
    
    2,930,000
    
    
    
    2,795,300Net income
    
    
    237,500
    
    
    
    7,279,900
    
    
    
    7,517,400Distributions
    
    
    (87,900
    )
    
    
    (8,700,100
    )
    
    
    (8,788,000
    )PARTNERSHIP CAPITAL, December 31, 2002
    
    
    14,900
    
    
    
    1,509,800
    
    
    
    1,524,700Effects of change to liquidation basis (see Note 2)
    
    
    (300
    )
    
    
    (30,500
    )
    
    
    (30,800
    )NET ASSETS IN LIQUIDATION, December 31, 2002
    
    $
    14,600
    
    
    $
    1,479,300
    
    
    $
    1,493,900
 See accompanying notes to financial statements. F-7




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001 2002
    
    2001(see Note 2)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    7,517,400
    
    
    $
    30,400Adjustments to reconcile net income to net cash from operating
activities:Depreciation and amortization
    
    
    461,000
    
    
    
    999,200Gain on sale of cable system
    
    
    (7,451,500
    )
    
    
    Changes in:Accounts receivable, prepaid expenses and other assets
    
    
    116,600
    
    
    
    103,200Accounts payable, accrued expenses and due to affiliates
    
    
    (369,800
    )
    
    
    517,100Net cash from operating activities
    
    
    273,700
    
    
    
    1,649,900CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (555,100
    )
    
    
    (990,000
    )Increase in intangible assets
    
    
    
    
    
    
    (600
    )Proceeds from sale of cable system, net
    
    
    12,032,100
    
    
    
    Net cash from investing activities
    
    
    11,477,000
    
    
    
    (990,600
    )CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (8,788,000
    )
    
    
    Repayments on note payable to affiliate
    
    
    (250,000
    )
    
    
    (700,000
    )Issuance of note payable to affiliate
    
    
    
    
    
    
    250,000Net cash from financing activities
    
    
    (9,038,000
    )
    
    
    (450,000
    )Net increase in cash
    
    
    2,712,700
    
    
    
    209,300CASH, beginning of year
    
    
    465,800
    
    
    
    256,500CASH, end of year
    
    $
    3,178,500
    
    
    $
    465,800
 See accompanying notes to financial statements. F-8




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 1. ORGANIZATION Enstar Income/Growth Program Six-A L.P. (the Partnership) was formed on
September 23, 1987 by a partnership agreement, as amended (the Partnership
Agreement), to acquire, construct, improve, develop and operate cable
television systems in various locations in Illinois and Tennessee. The
Partnership Agreement provided for Enstar Communications Corporation (the
Corporate General Partner) and Robert T. Graff, Jr., to be the General
Partners and for the admission of Limited Partners through the sale of
interests in the Partnership. On November 12, 1999, Charter Communications Holding Company, LLC, an entity
controlled by Charter Communications, Inc. (Charter), acquired both the
Corporate General Partner, as well as Falcon Communications, L.P. (Falcon),
the entity that provided management and certain other services to the
Partnership. Charter is a large cable operator, serving approximately 6.54
million customers and files periodic reports with the Securities and Exchange
Commission. Charter and its affiliates (principally CC VII Holdings, LLC, the
successor-by-merger to Falcon) provide management and other services to the
Partnership. Charter receives a management fee and reimbursement of expenses
from the Corporate General Partner for managing the Partnerships cable
television operations. The Corporate General Partner, Charter and affiliated
companies are responsible for the management of the Partnership and its
operations. The financial statements do not give effect to any assets that the partners may
have outside of their interest in the Partnership, nor to any obligations of
the partners, including income taxes.Reclassifications.Certain 2002 and 2001 amounts have been reclassified to
conform with the 2003 presentation. 2. LIQUIDATION BASIS ACCOUNTING AND SALES OF CABLE SYSTEMS On April 10, 2002, pursuant to an asset purchase agreement dated August 29,
2001, the Partnership completed the sale of all of the Partnerships Illinois
cable television systems in and around Cisne, Farmersville, Flora, Noble,
Raymond, Salem and Xenia, Illinois to Rifkin Acquisition Partners, LLC (RAP)
and Charter Communications Entertainment I, LLC (CCE I), each an affiliate of
the Corporate General Partner and an indirect subsidiary of Charter, for a
total sale price of approximately $12.0 million (the Charter Sale). The
Charter Sale is part of a larger transaction in which the Partnership and five
other affiliated partnerships (which, together with the Partnership are
collectively referred to as the Selling Partnerships) sold all of their
assets used in the operation of their respective Illinois cable television
systems to RAP, CCE I and another affiliate (also referred to as the
Purchasers) for a total cash sale price of $63.0 million. Each Selling
Partnership received the same value per customer. In addition, the Limited
Partners of each of the Selling Partnerships approved an amendment to their
respective partnership agreement to allow the sale of assets to an affiliate of
such partnerships General Partner. The Purchasers are each indirect
subsidiaries of the Corporate General Partners ultimate parent company,
Charter, and therefore, are affiliates of the Partnership and each of the other
Selling Partnerships. The Charter Sale resulted from a sale process actively pursued since 1999, when
the Corporate General Partner sought purchasers for all of the cable television
systems of the Selling Partnerships, as well as eight other affiliated limited
partnership cable operators of which the Corporate General Partner is also the
general partner. This effort was undertaken primarily because, based on the
Corporate General Partners experience in the cable television industry, it was
concluded that generally applicable market conditions and competitive factors
were making (and would increasingly make) it extremely difficult for smaller
operators of rural cable systems (such as the Partnership and the other
affiliated partnerships) to effectively compete and be financially successful.
This determination was based on the anticipated cost of electronics and
additional equipment to enable the Partnerships systems to operate
on a two-way basis with improved technical capacity, insufficiency of
Partnership cash reserves and cash flows from operations to finance such
expenditures, limited customer growth potential due to the Partnerships
systems rural location, and a general inability of a small cable system
operator such as the Partnership to benefit from economies of scale and the
ability to combine and integrate systems that large cable operators have.
Although limited plant upgrades were made, the Corporate General Partner
projected that if the Partnership made the comprehensive additional upgrades
deemed necessary to enable enhanced and competitive services, particularly
two-way capability, F-9




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 the Partnership would not have been able to recoup the
costs or regain its ability to operate profitably within the remaining term of
its franchises, and as a result, making these upgrades would not have been
economically prudent. After setting aside $1,000,000 to fund the Dyer, Tennessee headends working
capital needs and paying or providing for the payment of the expenses of the
Charter Sale, the Corporate General Partner made distributions of the allocable
share of the remaining net sale proceeds, in accordance with the Partnership
Agreement. The Partnership made an initial distribution payment of
approximately $7,175,600 on or about May 15, 2002, with a second distribution
of $1,612,400 made on or about September 24, 2002. On November 8, 2002, the Partnership entered into an asset purchase agreement
providing for the sale of its Dyer, Tennessee cable system to
Telecommunications Management, LLC (Telecommunications Management) for a total
sale price of approximately $1,524,400 (approximately $825 per customer
acquired). This sale was a part of a larger transaction in which the
Partnership and eight other affiliated partnerships (which, together with the
Partnership are collectively referred to as the Telecommunications Management
Selling Partnerships) sold all of their remaining assets used in the operation
of their respective cable systems to Telecommunications Management for a total
cash sale price of approximately $15,341,600 (before adjustments) (the
Telecommunications Management Sale). The Telecommunications Management Sale
was subject to the approval of a majority of the holders of the Partnerships
units and approval of the holders of the other Telecommunications Management
Selling Partnerships. In addition, the transaction was subject to certain
closing conditions, including regulatory and franchise approvals. In April
2003, a majority of the Limited Partners approved the Telecommunications
Management Sale and a plan of liquidation. On February 6, 2003, the Partnership entered into a side letter amending the
asset purchase agreement providing for the sale of its remaining cable system
to Telecommunications Management. The February 6, 2003 side letter amended the
asset purchase agreement and deposit escrow agreement to extend the date of the
second installment of the deposit and the outside closing date each by 60 days.
On April 7, 2003, the second installment of the escrow deposit was due and was
not made. On April 24, 2003, the Partnership entered into another side letter amending
the asset purchase agreement providing for the sale of its remaining cable
system to Telecommunications Management. The April 24, 2003 side letter
amended the asset purchase agreement and deposit escrow agreement to extend the
date of the second installment of the deposit to May 15, 2003 and the outside
closing date to September 30, 2003. On June 6, 2003, the Partnership entered into a third side letter amending the
asset purchase agreement providing for the sale of its remaining cable system
to Telecommunications Management. The June 6, 2003 side letter amended the
asset purchase agreement to reduce the purchase price of the remaining cable
systems in the Selling Partnerships to approximately $14,487,200, subject to
closing sale price adjustments, of which approximately $1,477,600 related to
the cable systems in the Partnership. In addition, $250,000 was deposited in
the Deposit Escrow Account concurrent with the execution of the side letter. Effective August 31, 2003, the Partnership completed the Telecommunications
Management Sale of its only remaining cable system for a total adjusted sales
price of approximately $1,286,400 (approximately $800 per customer acquired),
subject to post closing adjustments. The Partnership finalized its proposed plan of liquidation in December 2002 in
connection with the filing of a proxy to obtain partner approval for the sale
of the Partnerships final cable system and the subsequent liquidation and
dissolution of the Partnership. In April 2003, the required number of votes
necessary to implement the plan of
liquidation were obtained. As a result, the Partnership changed its basis of
accounting to the liquidation basis as of December 31, 2002. The statements of
operations, partnership capital and cash flows for the years ended December 31,
2002 and 2001 have been presented on a going concern basis comparable to prior
periods and do not reflect the effects of the change to the liquidation basis
of accounting. Upon changing to liquidation basis accounting, the Partnership
recorded $30,800 of accrued costs of liquidation in accounts payable and
accrued liabilities representing an estimate of the costs to be incurred after
the sale of the final cable system but prior to dissolution of the F-10




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 Partnership.
Because reliable estimates of future operating results or the ultimate
realizable value of property, plant and equipment could not be developed due to
uncertainties surrounding the final dissolution of the Partnership, no
adjustments were recorded, prior to the sale of the assets, to reflect assets
at estimated realizable values or to reflect estimates of future operating
results. Accordingly, the assets in the accompanying statement of net assets
in liquidation as of December 31, 2002 have been stated at historical book
values. Net assets in liquidation as of December 31, 2003 represent the
estimated distributions to the Limited Partners and the General Partners.
Distributions ultimately made to the partners upon liquidation will differ from
the net assets in liquidation recorded in the accompanying statement of net
assets in liquidation as of December 31, 2003 as a result of post closing
adjustments to the sale proceeds received by the Partnership and adjustments to
accrued costs of liquidation. The Partnerships accrued costs of liquidation
were increased by $8,900 during the year ended December 31, 2003. No assurance
can be given as to the amount of final distributions to be made to the
partners. The Corporate General Partners intention is to terminate the Partnership as
expeditiously as possible in accordance with the Partnership Agreement. The
Partnership made an initial distribution payment of $1.4 million to the Limited
Partners in November 2003. A second and final liquidating distribution will
occur on or after October 2004 upon the release of the indemnity escrow and the
receipt of the remaining proceeds of such escrow if any. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidation Accounting As discussed in Note 2, the financial statements as of December 31, 2003 and
December 31, 2002 are presented on a liquidation basis of accounting.
Accordingly, the financial information in the statement of changes in net
assets in liquidation for the year ended December 31, 2003 is presented on a
different basis of accounting than the financial statements for the years ended
December 31, 2002 and 2001, which were prepared on the historical cost basis of
accounting. As a result, depreciation and amortization ceased upon conversion
to liquidation accounting and capital expenditures are expensed as incurred. Cash Equivalents The Partnership considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. These investments
are carried at cost which approximates market value. Property, Plant and Equipment Costs associated with initial customer installations and the additions of
network equipment are capitalized. The costs of disconnecting service at a
customers dwelling or reconnecting service to a previously installed dwelling
are charged to operating expense in the period incurred. Costs for repairs and
maintenance are charged to operating expense as incurred, while equipment
replacement and betterments, including replacement of drops, are capitalized. Cable distribution systems
    
    5-15 yearsVehicles
    
    3 yearsFurniture and equipment
    
    5-7 yearsLeasehold improvements
    
    Shorter of life of lease or useful life of asset
 Franchise Cost Costs incurred in obtaining and renewing cable franchises are deferred and
amortized over the lives of the franchises. Franchise rights acquired through
the purchase of cable systems represent managements estimate of fair value and
are generally amortized using the straight-line method over a period of up to
15 years. This period represents managements best estimate of the useful
lives of the franchises and assumes substantially all of those franchises that
expire during the period will be renewed by the Partnership. Amortization
expense related to franchises for the years ended December 31, 2002 and 2001
was $35,400 and $203,500, respectively. F-11




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 Long-Lived Assets Prior to the sale of its remaining cable systems, the Partnership reviewed its
long-lived assets for impairment whenever events or circumstances indicate that
the carrying amount of an asset may not be recoverable. If the sum of the
expected cash flows, undiscounted and without interest, is less than the
carrying amount of the asset, the carrying amount of the asset is reduced to
its estimated fair value and an impairment loss is recognized. Revenue Recognition Cable television revenues from basic and premium services were recognized as
services were provided. Advertising revenues were recognized when commercials
were broadcast. Installation revenues were recognized to the extent of direct
selling costs incurred. The remainder, if any, was deferred and amortized to
income over the estimated average period that customers are expected to remain
connected to the cable system. As of December 31, 2002 and 2001, no
installation revenues have been deferred, as direct selling costs have exceeded
installation revenues. Local governmental authorities impose franchise fees on the Partnership ranging
up to a federally mandated maximum of 5% of gross revenues. Such fees are
collected on a monthly basis from the Partnerships customers and are
periodically remitted to local franchise authorities. Franchise fees collected
and paid are reported as revenues and expenses. Income Taxes As a partnership, Enstar Income/Growth Program Six-A, L.P. pays no federal
income taxes. All of the income, gains, losses, deductions and credits of the
Partnership are passed through to its partners. The basis in the Partnerships
assets and liabilities differs for financial and tax reporting purposes. As of
December 31, 2003 and 2002 the book basis of the Partnerships net assets
exceeds its tax basis by approximately $27,800 and $655,200, respectively. The
accompanying financial statements, which are prepared in accordance with
accounting principles generally accepted in the United States, differ from the
financial statements prepared for tax purposes due to the different treatment
of various items as specified in the Internal Revenue Code. The net effect of
these accounting differences is that the Partnerships net income for the years
ended December 31, 2003 and 2002, in the financial statements is approximately
$426,100 and $1,100,500, respectively, less than tax income primarily as a
result of differences between tax gain on sale of cable systems versus book
gain on sale of cable systems caused principally by book and tax basis
differences on the assets sold. The net effect of these accounting differences
for the year ended December 31, 2001 is approximately $100,200 more than tax
income or loss for the same period, respectively. The difference is
principally due to timing differences in amortization and depreciation expense. Net Income per Unit of Limited Partnership Interest Net income per unit of limited partnership interest is based on the average
number of units outstanding during the periods presented. The General Partners
do not own units of partnership interest in the Partnership, but rather hold a
participation interest in the income, losses and distributions of the
Partnership. Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. These estimates include useful lives of property,
plant and equipment, valuation of long-lived assets and allocated operating
costs. Actual results could differ from those estimates. F-12




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 4. PARTNERSHIP MATTERS The amended Partnership Agreement generally provides that all cash flows be
distributed 1% to the General Partners and 99% to the Limited Partners until
the Limited Partners have received aggregate cash distributions equal to their
original capital contributions. The Partnership Agreement also provides that
all partnership operating profits be allocated to the partners in the same
proportion as cash flow distributions are made. After the Limited Partners
have received cash flow equal to their initial investment, the General Partners
will receive a 1% distribution of proceeds from a disposition or refinancing of
a system until the Limited Partners have received an annual simple interest
return of at least 8% of their initial investment less any distributions from
previous dispositions or refinancing of systems. Thereafter, proceeds from a
disposition or refinancing of a system shall be distributed 80% to the Limited
Partners and 20% to the General Partners. Gains from dispositions of systems
are first allocated in the same manner as the proceeds from such dispositions.
This occurs until the dispositions result in the aggregate fair market value of
the Partnerships remaining system(s) being less than or equal to 50% of the
aggregate contributions to the capital of the Partnership by the partners.
Once this level of dispositions has occurred, gain is allocated first to the
partners having negative account balances until their capital accounts are
increased to zero and thereafter to the partners so that distributions upon
liquidation of the Partnership in accordance with capital account balances will
result in the same amounts being distributed to the partners as if
distributions were made in the same manner as they were prior to a liquidation. Any losses, whether resulting from operations or the sale or disposition of a
system, are allocated 99% to the Limited Partners and 1% to the General
Partners until the Limited Partners capital account balances are equal to or
less than zero. Thereafter, all losses are allocated to the Corporate General
Partner. Upon dissolution of the Partnership, distributions are to be made to the
partners in accordance with their capital account balances. No partners other
than General Partners shall be obligated to restore any negative capital
account balance existing upon dissolution of the Partnership. All allocations
to individual Limited Partners will be based on their respective limited
partnership ownership interests. The Partnership Agreement limits the amount
of debt the Partnership may incur. 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following as of December 31, 2002.
All remaining property, plant and equipment was sold in 2003. Cable distribution systems
    
    $
    3,176,000Land and improvements
    
    
    72,300Vehicles, furniture and equipment
    
    
    180,5003,428,800Less: accumulated depreciation
    
    
    (2,591,200
    )$
    837,600
 Depreciation expense for the years ended December 31, 2002 and 2001 was
$425,600 and $777,600, respectively. 6. CREDIT FACILITY The Partnership was party to a loan agreement with Enstar Finance Company, LLC,
a subsidiary of Enstar Communications Corporation (ECC) that matured and was
repaid on August 31, 2001. The loan facility was not extended or replaced and
any amounts outstanding under the facility were paid in full. F-13




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 The Partnership was also party to a loan agreement in the amount of $250,000
with Falcon Cable Communications, LLC, an affiliate of the Partnership, for
general working capital purposes. The loan matured on May 31, 2002 and was
repaid rather than extended or replaced. 7. COMMITMENTS AND CONTINGENCIES Litigation The Partnership is a party to lawsuits and claims that arose in the ordinary
course of conducting its business. In the opinion of management, after
consulting with legal counsel, the outcome of these lawsuits and claims will
not have a material adverse effect on the Partnerships net assets in
liquidation. Environmental Matters The Partnerships facility in Dyer, Tennessee, is located on the site of a
former gas station. The Partnership completed a Phase I environmental study to
determine the environmental impact of the site. The results of the Phase I
study concluded there were no Partnership environmental liabilities, therefore,
a Phase II study is not required. 8. EMPLOYEE BENEFIT PLAN The Partnership participated in a cash or deferred profit sharing plan (the
Profit Sharing Plan) sponsored by a subsidiary of the Corporate General
Partner, which covered substantially all of its employees. The Profit Sharing
Plan provided that each participant may elect to make a contribution in an
amount up to 15% of the participants annual compensation which otherwise would
have been payable to the participant as salary. The Partnership made an
employer contribution equal to 100% of the first 3% and 50% of the next 2% of
the participants contributions. The Profit Sharing Plan was merged into the
Charter Communications Inc. 401(k) Plan on November 1, 2002. Employees that
qualified for participation could contribute up to 50% of their salary, on a
pre-tax basis, subject to a maximum contribution limit as determined by the
Internal Revenue Service. The Partnership matched 50% of the first 5% of
participant contributions. Contributions of approximately $100, $2,200 and
$2,500 were made during 2003, 2002 and 2001, respectively. 9. TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES The Partnership has a management and service agreement (the Management
Agreement) with Enstar Cable Corporation (Enstar Cable), a wholly owned
subsidiary of the Corporate General Partner, pursuant to which the Partnership
pays a monthly management fee of 5% of gross revenues to Enstar Cable excluding
revenues from the sale of cable television systems or franchises. Management
fee expense approximated $25,000, $72,100 and $159,700 for the years ended
December 31, 2003, 2002 and 2001, respectively. Management fees are
non-interest bearing. In addition to the monthly management fee, the Partnership reimburses Enstar
Cable for direct expenses incurred on behalf of the Partnership, and for the
Partnerships allocable share of operational costs associated with services
provided by Enstar Cable. Additionally, Charter and its affiliates provide
other management and operational services for the Partnership. These expenses
are charged to the properties served based primarily on the Partnerships
allocable share of operational costs associated with the services provided.
The total amount charged to the Partnership for these services and direct
expenses approximated $47,200, $175,200 and $359,400 for the years ended
December 31, 2003, 2002 and 2001, respectively. Substantially all programming services were purchased through Charter. Charter
charges the Partnership for these costs based on its costs. The Partnership
recorded programming fee expense of $112,900, $325,800 and $625,000 for the
years ended December 31, 2003, 2002 and 2001, respectively. Programming fees
are included in service costs in the accompanying statements of operations and
statement of changes in net assets in liquidation. F-14




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ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2003, 2002 AND 2001 As disclosed in Charters annual report on Form 10-K for the year ended
December 31, 2003, the parent of the Corporate General Partner and the Manager
is the defendant in twenty-two class action and shareholder lawsuits and is the
subject of a grand jury investigation being conducted by the United States
Attorneys Office for the Eastern District of Missouri into certain of its
accounting and reporting practices, focusing on how Charter reported customer
numbers and its reporting of amounts received from digital set-top terminal
suppliers for advertising. The United States Attorneys Office has publicly
stated that Charter is not currently a target of the investigation. Charter
has also been advised by the United States Attorneys Office that no member of
its board of directors, including its Chief Executive Officer, is a target of
the investigation. On July 24, 2003, a federal grand jury charged four former
officers of Charter with conspiracy and mail and wire fraud, alleging improper
accounting and reporting practices focusing on revenue from digital set-top
terminal suppliers and inflated subscriber account numbers. On July 25, 2003,
one of the former officers who was indicted entered a guilty plea. Charter has
informed the Corporate General Partner that they are fully cooperating with the
investigation. Charter is unable to predict the outcome of the class action lawsuits and
government investigations at this time. An unfavorable outcome of these
matters could have a material adverse effect on Charters results of operations
and financial condition which could in turn have a material adverse effect on
the Partnership. F-15




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EXHIBIT INDEX ExhibitNumber
    
    Description2.1a
    
    Asset Purchase Agreement, dated November 8, 2002, by and among
Telecommunications Management, LLC and Enstar Income Program II-2, L.P.,
Enstar Income Program IV-3, L.P., Enstar Income Program 1984-1, L.P.,
Enstar Income/Growth Program Six-A, L.P., Enstar VII, L.P., Enstar VIII,
L.P., Enstar X, L.P., Enstar XI, L.P., Enstar IV/PBD Systems Venture and
Enstar Cable of Cumberland Valley (Incorporated by reference to Exhibit
2.1 to the quarterly report on Form 10-Q of Enstar Income Program II-2,
L.P. filed on November 12, 2002 (File No. 000-14505)).2.1b
    
    Letter of Amendment, dated as of February 6, 2003, between Enstar Income
Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income
Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar
Vii, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit
2.1 to the current report on Form 8-K of Enstar Income/Growth Program
Five-A, L.P. filed on February 14, 2003 (File No. 000-16779)).2.1c
    
    Letter of Amendment, dated as of April 24, 2003, between Enstar Income
Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income
Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar
VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit
2.1 to the current report on Form 8-K of Enstar Income/Growth Program
Five-A, L.P. filed on April 25, 2003 (File No. 000-16779)).2.1d
    
    Letter of Amendment, dated as of November 8, 2002, between Enstar Income
Program II-2, L.P., Enstar Income Program IV-3, L.P., Enstar Income
Program 1984-1, L.P., Enstar Income/Growth Program Six-A, L.P., Enstar
VII, L.P., Enstar VIII. L.P., Enstar X, L.P., Enstar XI, L.P., Enstar
IV/PBD Systems Venture and Enstar Cable of Cumberland Valley and
Telecommunications Management, LLC (Incorporated by reference to Exhibit
2.1 to the current report on Form 8-K of Enstar Income/Growth Program
Five-A, L.P. filed on June 9, 2003 (File No. 000-16779)).2.2a
    
    Asset Purchase Agreement, dated August 29, 2001, by and between Charter
Communications Entertainment I, LLC, Interlink Communications Partners,
LLC, and Rifkin Acquisitions Partners, LLC and Enstar Income Program II-1,
L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD Systems Venture,
and Enstar Cable of Macoupin County. (Incorporated by reference to Exhibit
A to Registrants Definitive Proxy Statement on Schedule 14A as filed on
February 4, 2002).2.2b
    
    Letter of Amendment, dated September 10, 2001, by and between Charter
Communications Entertainment I, LLC, Interlink Communications Partners,
LLC, and Rifkin Acquisitions Partners, LLC and Enstar Income Program II-1,
L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD Systems Venture,
and Enstar Cable of Macoupin County. (Incorporated by reference to Exhibit
B to Registrants Definitive Proxy Statement on Schedule 14A as filed on
February 4, 2002).2.2c
    
    Letter of Amendment, dated November 30, 2001, by and between Charter
Communications Entertainment I, LLC, Interlink Communications Partners,
LLC, and Rifkin Acquisitions Partners, LLC and Enstar Income Program II-1,
L.P., Enstar Income Program II-2, L.P., Enstar Income Program IV-3, L.P.,
Enstar Income/Growth Program Six-A, L.P., Enstar IV/PBD Systems Venture,
and Enstar Cable of Macoupin County. (Incorporated by reference to Exhibit
C to Registrants Definitive Proxy Statement on Schedule 14A as filed on
February 4, 2002).
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ExhibitNumber
    
    Description3
    
    Third Amended and Restated Agreement of Limited Partnership of Enstar
Income/Growth Program Six-A, L.P., as of December 23, 1988. (Incorporated
by reference to the exhibits to the Registrants annual report on Form
10-K, File No. 000-17687 for the fiscal year ended December 31, 1988.)10.1
    
    Management Agreement between Enstar Income/Growth Program Six-A, L.P. and
Enstar Cable Corporation. (Incorporated by reference to the exhibits to
the Registrants annual report on Form 10-K, File No. 000-17687 for the
fiscal year ended December 31, 1988.)10.2
    
    Management Services Agreement between Enstar Cable Corporation and Falcon
Communications, L.P. dated as of September 30, 1998 (Incorporated by
reference to the exhibits to the annual report on Form 10-K of Enstar
Income Program II-1, L.P., File No. 000-14508 for the fiscal year ended
December 31, 2001.)10.3
    
    Service agreement between Enstar Communications Corporation, Enstar Cable
Corporation and Falcon Communications, L.P. dated as of September 30, 1998
(Incorporated by reference to the exhibits to the annual report on Form
10-K of Enstar Income Program II-1, L.P., File No. 000-14508 for the
fiscal year ended December 31, 2001.)10.4
    
    Consulting Agreement between Enstar Communications Corporation and Falcon
Communications, L.P. dated as of September 30, 1998 (Incorporated by
reference to the exhibits to the annual report on Form 10-K of Enstar
Income Program II-1, L.P., File No. 000-14508 for the fiscal year ended
December 31, 2001.)10.5
    
    Promissory Note dated September 1, 2001, between Enstar Income/Growth
Program Six-A, L.P. and Falcon Cable Communications, L.L.C. (Incorporated
by reference to the exhibits to the Registrants annual report on Form
10-K, File No. 000-17687 for the fiscal year ended December 31, 2001.)14.1
    
    Code of Conduct adopted January 28, 2003. (Incorporated by reference to
the exhibits to the Registrants annual report on Form 10-K, File No.
000-13333 for the fiscal year ended December 31, 2002.)21.1
    
    Subsidiaries: None.31.1
    
    Certificate of Chief Administrative Officer pursuant to Rule
13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934. *31.2
    
    Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule
15d-14(a) under the Securities Exchange Act of 1934. *32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes- Oxley Act of 2002 (Chief Administrative
Officer). *32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes- Oxley Act of 2002 (Chief Financial Officer).**
    
    filed herewith
 E-2