<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

   [x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       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 0-17687


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.
                    ----------------------------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                           <C>
                          GEORGIA                                    58-1755230
          ----------------------------------------             ----------------------
              (State or other jurisdiction of                     (I.R.S. Employer
               incorporation or organization)                  Identification Number)

              12444 POWERSCOURT DR., SUITE 100
                    ST. LOUIS, MISSOURI                                63131
          ----------------------------------------             ----------------------
          (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:                (314) 965-0555
                                                                   --------------

Securities registered pursuant to Section 12 (b) of the Act:            NONE

Securities registered pursuant to Section 12 (g) of the Act
                                                                Name of each exchange
                    Title of each Class                          on which registered
                    -------------------                         ---------------------

           UNITS OF LIMITED PARTNERSHIP INTEREST                        NONE
</TABLE>

                  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. [X]

                  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.

================================================================================

                    The Exhibit Index is located at Page E-1.


<PAGE>   2


                                     PART I

ITEM 1. BUSINESS

INTRODUCTION

                  Enstar Income/Growth Program Six-A, L.P., a Georgia limited
partnership, is engaged in the ownership and operation of cable television
systems in small to medium-sized communities. The Partnership was formed on
September 23, 1987. 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"). On
November 12, 1999, Charter Communications Holdings Company, LLC, an entity
controlled by Charter Communications, Inc., acquired both the Corporate General
Partner, as well as Falcon Communications, L.P., the entity that provided
management and certain other services to the Partnership. Charter is the
nation's fourth largest cable operator, serving 6.35 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
Communications, L.P.) now provide management and other services to the
Partnership. See Item 13., "Certain Relationships and Related Transactions." See
"Employees" below. In this annual report, the terms "we" and "our" refer to the
Partnership.

                  In accordance with the partnership agreement, the Corporate
General Partner has implemented a plan for liquidating the Partnership. On June
21, 2000 (as amended on September 29, 2000), the Partnership, together with
certain affiliates (collectively, the "Sellers"), entered into a purchase and
sales agreement (the "Gans I Agreement") with Multimedia Acquisition Corp., an
affiliate of Gans Multimedia Partnership (the "Purchaser"). The Gans I Agreement
provides for the Purchaser to acquire the assets comprising the Partnership's
cable system serving Dyer, Tennessee, as well as certain assets of other
affiliates. The aggregate purchase price payable to the Sellers pursuant to the
Gans I Agreement is $27,621,500 in cash (subject to normal closing adjustments).
Of that amount, $3,972,157 (subject to normal closing adjustments) is payable to
the Partnership. The allocation of the purchase price among each of the Sellers
was assigned by the Purchaser for each of the systems.

                  On August 8, 2000 (as amended on September 29, 2000), the
Partnership, together with certain affiliates (collectively, the "Selling
Affiliates") entered into a purchase and sales agreement (the "Gans II
Agreement") with Multimedia Acquisition Corp., an affiliate of Gans Multimedia
Partnership (the "Buyer"). The Gans II Agreement provides for the Buyer to
acquire the assets comprising the Partnership's cable systems serving Flora,
Illinois, as well as certain assets of other affiliates. The aggregate purchase
price payable to the Selling Affiliates pursuant to the Gans II Agreement is
$95,574,600 in cash (subject to normal closing adjustments). Of that amount,
$12,444,000 (subject to normal closing adjustments) is payable to the
Partnership. The allocation of the purchase price among each of the Selling
Affiliates was assigned by the Buyer for each of the systems.

                  Both of these purchase and sale agreements are subject to
numerous closing conditions, including without limitation: (a) receipt of the
necessary governmental consents of transfer franchises covering an aggregate of
90% of the subscribers to be sold; (b) receipt of certain other material
consents and approvals required for the consummation of the sale; (c) receipt of
the necessary approvals of the limited partners; and (d) other standard closing
conditions. With respect to clause (c) above, completion of the transaction is
contingent on the limited partners of the Partnership and the other selling
affiliates voting to approve the sale. Furthermore, the Partnership is
currently negotiating additional amendments to the purchase and sales
agreements with the Purchaser. Accordingly, there can be no assurance that the
sale will close.


                                      -2-
<PAGE>   3



                  A cable television system receives television, radio and data
signals at the system's "headend" site by means of over-the-air antennas,
microwave relay systems and satellite earth stations. These signals are then
modulated, amplified and distributed, primarily through coaxial and fiber optic
distribution systems, to customers who pay a fee for this service. Cable
television systems may also originate their own television programming and other
information services for distribution through the system. Cable television
systems generally are constructed and operated pursuant to non-exclusive
franchises or similar licenses granted by local governmental authorities for a
specified term of years.

                  Our cable television systems offer customers various levels,
or "tiers," of cable services consisting of:

o        broadcast television signals of local network, independent and
         educational stations

o        a limited number of television signals from so-called "super stations"
         originating from distant cities, such as WGN

o        various satellite - delivered, non-broadcast channels, such as

         -        Cable News Network, or "CNN"
         -        MTV: Music Television, or "MTV"
         -        The USA Network
         -        ESPN
         -        Turner Network Television, or "TNT" and
         -        The Disney Channel

o        programming originated locally by the cable television system, such as
         public, educational and government access programs, and
o        information displays featuring news, weather, stock market and
         financial reports, and public service announcements.

                  For an extra monthly charge, our cable television systems also
offer "premium" television services to their customers. These services, such as
Home Box Office, or "HBO," and Showtime are satellite channels that consist
principally of feature films, live sporting events, concerts and other special
entertainment features, usually presented without commercial interruption. See
"Legislation and Regulation."

                  A customer generally pays an initial installation charge and
fixed monthly fees for basic, expanded basic, other tiers of satellite services
and premium programming services. Such monthly service fees constitute the
primary source of revenues for our cable television systems. In addition to
customer revenues, our cable television systems receive revenue from the sale of
available advertising spots on advertiser-supported programming and also offer
to our customers home shopping services, which pay the Partnership a share of
revenues from sales of products to our customers, in addition to paying us a
separate fee in return for carrying their shopping service. Certain other
channels have also offered the cable systems managed by Charter, including those
of the Partnership, fees in return for carrying their service. Due to a general
lack of channel capacity available for adding new channels, our management
cannot predict the impact of such potential payments on our business. See Item
7., "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."

                  We began our cable television business operations in January
1989 with the acquisition of two cable television systems that provide service
to customers in and around the municipalities of Dyer, Tennessee. During March
1989, we expanded our cable operations by acquiring certain cable television
systems providing service to customers in and around the municipalities of Flora
and Salem, Illinois. During October 1989, we expanded our operations by
acquiring a cable television system providing service to customers in and around
the communities of Farmersville and Raymond, Illinois. As of December 31, 2000,
we served approximately 8,015 basic subscribers. We do not expect to make any
additional acquisitions during the remaining term of the Partnership.



                                      -3-
<PAGE>   4



                  Charter receives a management fee and reimbursement of
expenses from the Corporate General Partner for managing our cable television
operations. See Item 11., "Executive Compensation."

                  The Chief Executive Officer of the Corporate General Partner
is Jerald L. Kent. The principal executive offices of the Partnership and the
general partners are located at 12444 Powerscourt Drive, Suite 100, St. Louis,
MO 63131-0555 and their telephone number is (314) 965-0555. See Item 10.,
"Directors and Executive Officers of the Registrant."

BUSINESS STRATEGY

                  Historically, the Partnership has followed a systematic
approach to acquiring, operating and developing cable television systems based
on the primary goal of increasing operating cash flow while maintaining the
quality of services offered by its cable television systems. Our business
strategy has focused on serving small to medium-sized communities.
See "Competition."

                  Adoption of rules implementing certain provisions of the Cable
Television Consumer Protection and Competition Act of 1992, or the "1992 Cable
Act," by the FCC has had a negative impact on our revenues and cash flow. These
rules are subject to further amendment to give effect to the Telecommunications
Act of 1996. Among other changes, the 1996 Telecommunications Act caused the
regulation of certain cable programming service tier rates to terminate on March
31, 1999. There can be no assurance as to what, if any, further action may be
taken by the FCC, Congress or any other regulatory authority or court, or their
effect on our business. See "Legislation and Regulation" and Item 7.,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

                  Capital Expenditures

                  As noted in "Technological Developments," certain of our cable
television systems have no available channel capacity with which to add new
channels or to provide pay-per-view offerings to customers. As a result,
significant amounts of capital for future upgrades will be required in order to
increase available channel capacity in those systems, improve quality of service
and facilitate the expansion of new services such as advertising, pay-per-view,
new unregulated tiers of satellite-delivered services and home shopping, so that
our cable television systems remain competitive within the industry.

                  As discussed in prior reports, we postponed a number of
rebuild and upgrade projects because of the uncertainty related to
implementation of the 1992 Cable Act and the negative impact thereof on the
Partnership's business and access to capital. As a result, our cable television
systems are significantly less technically advanced than had been expected prior
to the implementation of reregulation. The Partnership is party to a loan
agreement with an affiliate which provided for a revolving loan facility of
$4,563,000. Upon



                                      -4-
<PAGE>   5


the acquisition of the Corporate General Partner by Charter on November 12,
1999, the facility was reduced to $3.6 million. Prior to listing our cable
television systems for sale, we had expected to use borrowings under the loan
facility to upgrade our cable television systems. Our upgrade program is
presently estimated to require aggregate capital expenditures of approximately
$4.8 million. Two of our franchise areas, which together serve 63% of the
Partnership's total customer base, required upgrades to increase channel
capacity. One of the upgrades was required in an existing franchise agreement.
The cost to upgrade the cable system in this franchise area was approximately
$2.5 million and was completed in 2000. Another of our renewed franchise
agreements required us to upgrade our cable plant at a cost of $2.3 million.
Capital expenditures in 2000 were $2.8 million, including $2.3 million for the
two rebuild projects. Capital expenditures planned for 2001 are approximately
$700,000 for the improvement and upgrade of plant assets, including
approximately $32,500 for other upgrades. See "Legislation and Regulation" and
Item 7., "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."

                  Decentralized Management

                  The Corporate General Partner manages the Partnership's cable
television systems on a decentralized basis. The Corporate General Partner
believes that its decentralized management structure, by enhancing management
presence at the system level, increases its sensitivity to the needs of its
customers, enhances the effectiveness of its customer service efforts,
eliminates the need for maintaining a large centralized corporate staff and
facilitates the maintenance of good relations with local governmental
authorities.

                  Marketing

                  Our marketing strategy is to provide added value to increasing
levels of subscription services through "packaging." In addition to the basic
service package, customers in substantially all of our cable television systems
may purchase additional unregulated packages of satellite-delivered services and
premium services. We have employed a variety of targeted marketing techniques to
attract new customers by focusing on delivering value, choice, convenience and
quality. We employ direct mail, radio and local newspaper advertising,
telemarketing and door-to-door selling utilizing demographic "cluster codes" to
target specific messages to target audiences. In some cable television systems,
we offer discounts to customers who purchase premium services on a limited trial
basis in order to encourage a higher level of service subscription. We also have
a coordinated strategy for retaining customers that includes televised retention
advertising to reinforce the initial decision to subscribe and encourage
customers to purchase higher service levels.

                  Customer Service and Community Relations

                  We place a strong emphasis on customer service and community
relations and believe that success in these areas is critical to our business.
We have developed and implemented a wide range of monthly internal training
programs for employees, including our regional managers, that focus on our
operations and employee interaction with customers. The effectiveness of our
training program as it relates to the employees' interaction with customers is
monitored on an ongoing basis. We are also committed to



                                      -5-
<PAGE>   6


fostering strong community relations in the towns and cities we serve. We
support many local charities and community causes in various ways, including
marketing promotions to raise money and supplies for persons in need, and
in-kind donations that include production services and free air-time on major
cable networks. We also participate in the "Cable in the Classroom" program,
whereby cable television companies throughout the United States provide schools
with free cable television service. In addition, we install and provide free
basic cable service to public schools, government buildings and non-profit
hospitals in many of the communities in which we operate.

DESCRIPTION OF THE PARTNERSHIP'S SYSTEMS

                  The table below sets forth certain operating statistics for
the Partnership's cable systems as of December 31, 2000.

<TABLE>
<CAPTION>
                                                                                             Average
                                                                                             Monthly
                                                              Premium                        Revenue
                     Homes        Basic          Basic        Service        Premium         Per Basic
   System          Passed(1)   Subscribers   Penetration(2)   Units(3)    Penetration(4)   Subscriber(5)
   ------          ---------   -----------   --------------  ----------   --------------   -------------
<S>                <C>         <C>           <C>             <C>          <C>              <C>

Dyer, TN              3,805       2,192          57.6%              306           14.0%      $ 35.48

Flora, IL             8,310       5,823          70.1%            1,495           25.7%      $ 33.34
                     ------       -----                      ----------
Total                12,115       8,015          66.2%            1,801           22.4%      $ 33.93
                     ======       =====                      ==========
</TABLE>

         (1)Homes passed refers to our estimates of the approximate number of
dwelling units in a particular community that can be connected to the
distribution system without any further extension of principal transmission
lines. Such estimates are based upon a variety of sources, including billing
records, house counts, city directories and other local sources.

         (2)Basic subscribers as a percentage of homes passed by cable.

         (3)Premium service units include only single channel services offered
for a monthly fee per channel and do not include tiers of channels offered as a
package for a single monthly fee.

         (4)Premium service units as a percentage of homes subscribing to cable
service. A customer may purchase more than one premium service, each of which is
counted as a separate premium service unit. This ratio may be greater than 100%
if the average customer subscribes for more than one premium service.

         (5)Average monthly revenue per basic subscriber has been computed based
on revenue for the year ended December 31, 2000.

CUSTOMER RATES AND SERVICES

                  Our cable television systems offer customers packages of
services that include the local area network, independent and educational
television stations, a limited number of television signals from distant cities,
numerous satellite-delivered, non-broadcast channels such as CNN, MTV, USA,
ESPN, TNT and The Disney Channel and certain information and public access
channels. For an extra monthly charge, we also provide certain premium
television services, such as HBO and Showtime. We also offer other cable
television services to our customers. For additional charges, in most of our
cable television systems, we also rent remote control devices and VCR compatible
devices, which are devices that make it easier for a customer to tape a program
from one channel while watching a program on another.



                                      -6-
<PAGE>   7


                  Our service options vary from system to system, depending upon
a cable system's channel capacity and viewer interests. Rates for services also
vary from market to market and according to the type of services selected.

                  Under the 1992 Cable Act, most cable television systems are
subject to rate regulation of the basic service tier, the charges for
installation of cable service, and the rental rates for customer premises
equipment such as converter boxes and remote control devices. These rate
regulation provisions affect all of our cable television systems not deemed to
be subject to effective competition under the FCC's definition. Currently, none
of our cable television systems are subject to effective competition. See
"Legislation and Regulation."

                  At December 31, 2000, our monthly rates for basic cable
service for residential customers, including certain discounted rates, ranged
from $16.63 to $23.88 and our premium service rate was $11.95, excluding special
promotions offered periodically in conjunction with our marketing programs. A
one-time installation fee, which we may wholly or partially waive during a
promotional period, is usually charged to new customers. We charge commercial
customers, such as hotels, motels and hospitals, a negotiated, non-recurring fee
for installation of service and monthly fees based upon a standard discounting
procedure. We offer most multi-unit dwellings a negotiated bulk rate in exchange
for single-point billing and basic service to all units. These rates are also
subject to regulation.

EMPLOYEES

                  The various personnel required to operate our business are
employed by the Partnership, the Corporate General Partner, its subsidiary
corporation and Charter. As of December 31, 2000, we had 8 employees, the cost
of which is charged directly to the Partnership. The employment costs incurred
by the Corporate General Partner, its subsidiary corporation and Charter are
allocated and charged to the Partnership for reimbursement pursuant to the
partnership agreement and management agreement. Other personnel required to
operate our business are employed by affiliates of the Corporate General
Partner. The cost of such employment is allocated and charged to the
Partnership. The amounts of these reimbursable costs are set forth below in Item
11., "Executive Compensation."

TECHNOLOGICAL DEVELOPMENTS

                  As part of our commitment to customer service, we seek to
apply technological advances in the cable television industry to our cable
television systems on the basis of cost effectiveness, capital availability,
enhancement of product quality and service delivery and industry-wide
acceptance. Currently, our cable television systems have an average channel
capacity of 58, which is 67% utilized, in systems that serve 27% of our
customers, and an average channel capacity of 38, which is 96% utilized, in
cable television systems that serve 73% of our customers. We believe that system
upgrades would enable us to provide customers with greater programming
diversity, better picture quality and alternative communications delivery
systems made possible by the introduction of fiber optic technology and by the
application of digital compression. See "Business Strategy - Capital
Expenditures," "Legislation and Regulation" and Item 7., "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                  The use of fiber optic cable as an alternative to coaxial
cable is playing a major role in expanding channel capacity and improving the
performance of cable television systems. Fiber optic cable is capable of
carrying hundreds of video, data and voice channels and, accordingly, its
utilization is essential to the enhancement of a cable television system's
technical capabilities. Our current policy is to utilize fiber optic technology
where applicable in rebuild projects which it undertakes. The benefits of fiber
optic technology over traditional coaxial cable distribution plant include lower
ongoing maintenance and power costs and improved picture quality and
reliability.



                                      -7-
<PAGE>   8


DIGITAL COMPRESSION

                  We have been closely monitoring developments in the area of
digital compression, a technology that enables cable operators to increase the
channel capacity of cable television systems by permitting a significantly
increased number of video signals to fit in a cable television system's existing
bandwidth. Depending on the technical characteristics of the existing system, we
believe that the utilization of digital compression technology will enable our
cable television systems to increase channel capacity in a manner that could, in
the short term, be more cost efficient than rebuilding such cable television
systems with higher capacity distribution plant. However, we believe that unless
the cable television system has sufficient unused channel capacity and
bandwidth, the use of digital compression to increase channel offerings is not a
substitute for the rebuild of the cable television system, which will improve
picture quality, system reliability and quality of service. The use of digital
compression will expand the number and types of services these cable television
systems offer and enhance the development of current and future revenue sources.
This technology has been under frequent management review.

PROGRAMMING

                  We purchase basic and premium programming for our systems from
Charter. In turn, Charter charges the Partnership for these costs at its costs,
which are generally based on a fixed fee per customer or a percentage of the
gross receipts for the particular service. Prior to the acquisition of the
Corporate General Partner, Falcon Communications charged the Partnership for
these services based on an estimate of what the Corporate General Partner could
negotiate for such programming services for the 14 partnerships managed by the
Corporate General Partner as a group (approximately 76,046 basic subscribers at
December 31, 2000). Other channels have also offered Charter and the
Partnership's cable television systems fees in return for carrying their
service. Due to a lack of channel capacity available for adding new channels,
our management cannot predict the impact of such potential payments on our
business. In addition, the FCC may require that such payments from programmers
be offset against the programming fee increases which can be passed through to
subscribers under the FCC's rate regulations. Charter's programming contracts
are generally for a fixed period of time and are subject to negotiated renewal.
Accordingly, no assurance can be given that its, and correspondingly our
programming costs will not increase substantially in the near future, or that
other materially adverse terms will not be added to Charter's programming
contracts. Management believes, however, that Charter's relations with its
programming suppliers generally are good.

                  Our cable programming costs have increased in recent years and
are expected to continue to increase due to additional programming being
provided to our basic customers, requirements to carry channels under
retransmission carriage agreements entered into with certain programming
sources, increased costs to produce or purchase cable programming generally
(including sports programming), inflationary increases and other factors. The
1996 retransmission carriage agreement negotiations resulted in the Partnership
agreeing to carry one new service in our Flora system, for which we expect to
receive reimbursement of certain costs related to launching the service. All
other negotiations were completed with essentially no change to the previous
agreements. Under the FCC's rate regulations, increases in programming costs for
regulated cable services occurring after the earlier of March 1, 1994, or the
date a system's basic cable service became regulated, may be passed through to
customers. Generally, programming costs are charged among systems on a per
customer basis.

FRANCHISES

                  Cable television systems are generally constructed and
operated under non-exclusive franchises granted by local governmental
authorities. These franchises typically contain many conditions, such as time
limitations on commencement and completion of construction; conditions of
service, including number of channels, types of programming and the provision of
free service to schools and other public



                                      -8-
<PAGE>   9


institutions; and the maintenance of insurance and indemnity bonds. The
provisions of local franchises are subject to federal regulation under the Cable
Communications Policy Act of 1984, or the "1984 Cable Act," the 1992 Cable Act
and the 1996 Telecommunications Act. See "Legislation and Regulation."

                  As of December 31, 2000, we operated cable systems in 16
franchise areas. These franchises, all of which are non-exclusive, provide for
the payment of fees to the issuing authority. Annual franchise fees imposed on
our systems range up to 5% of the gross revenues generated by a system. The 1984
Cable Act prohibits franchising authorities from imposing franchise fees in
excess of 5% of gross revenues and also permits the cable system operator to
seek renegotiation and modification of franchise requirements if warranted by
changed circumstances.

                  The following table groups the franchises of our cable
television systems by date of expiration and presents the number of franchises
for each group of franchises and the approximate number and percentage of basic
subscribers for each group as of December 31, 2000.

<TABLE>
<CAPTION>
                                      Number of   Percentage of
      Year of           Number of       Basic         Basic
Franchise Expiration   Franchises    Subscribers   Subscribers
--------------------   ----------    -----------   -----------
<S>                    <C>           <C>           <C>
Prior to 2002                   7        2,940          36.7%
2002 - 2006                     5        4,104          51.2%
2007 and after                  4          971          12.1%
                         --------     --------      --------
Total                          16        8,015         100.0%
                         ========     ========      ========
</TABLE>

                  As of December 31, 2000, the franchise agreements have expired
in 7 of our franchise areas where we serve 2,521 basic subscribers. We continue
to serve these customers while we are in negotiations to extend the franchise
agreements and continue to pay franchise fees to the franchise authorities. We
operate cable television systems which serve multiple communities and, in some
circumstances, portions of such systems extend into jurisdictions for which we
believe no franchise is necessary. In the aggregate, approximately 419
customers, comprising approximately 5% of our customers, are served by
unfranchised portions of such systems. In certain instances, where a single
franchise comprises a large percentage of the customers in an operating region,
the loss of such franchise could decrease the economies of scale achieved by our
clustering strategy. We have never had a franchise revoked for any of our
systems and we believe that we have satisfactory relationships with
substantially all of our franchising authorities.

                  The 1984 Cable Act provides, among other things, for an
orderly franchise renewal process in which franchise renewal will not be
unreasonably withheld or, if renewal is denied and the franchising authority
acquires ownership of the system or effects a transfer of the system to another
person, the operator generally is entitled to the "fair market value" for the
system covered by such franchise, but no value may be attributed to the
franchise itself. In addition, the 1984 Cable Act, as amended by the 1992 Cable
Act, establishes comprehensive renewal procedures which require that an
incumbent franchisee's renewal application be assessed on its own merit and not
as part of a comparative process with competing applications. See "Legislation
and Regulation."

COMPETITION

                  We face competition in the areas of price, service offerings,
and service reliability. We compete with other providers of television signals
and other sources of home entertainment. In addition, as we expand into
additional services such as Internet access, interactive services and telephony,
we will face competition from other providers of each type of service.



                                      -9-
<PAGE>   10



                  To date, we believe that we have not lost a significant number
of customers, or a significant amount of revenue, to our competitors' systems.
However, competition from other providers of the technologies we expect to offer
in the future may have a negative impact on our business in the future.

                  Through mergers such as the recent merger of
Tele-Communications, Inc. and AT&T, customers will come to expect a variety of
services from a single provider. While the TCI/AT&T merger has no direct or
immediate impact on our business, it encourages providers of cable and
telecommunications services to expand their service offerings. It also
encourages consolidation in the cable industry as cable operators recognize the
competitive benefits of a large customer base and expanded financial resources.

                  Key competitors today include:

                  BROADCAST TELEVISION. Cable television has long competed with
broadcast television, which consists of television signals that the viewer is
able to receive without charge using an "off-air" antenna. The extent of such
competition is dependent upon the quality and quantity of broadcast signals
available through "off-air" reception compared to the services provided by the
local cable system. The recent licensing of digital spectrum by the FCC will
provide incumbent television licenses with the ability to deliver high
definition television pictures and multiple digital-quality program streams, as
well as advanced digital services such as subscription video.

                  DBS. Direct broadcast satellite, known as DBS, has emerged as
significant competition to cable systems. The DBS industry has grown rapidly
over the last several years, far exceeding the growth rate of the cable
television industry, and now serves approximately 15 million subscribers
nationwide. DBS service allows the subscriber to receive video services directly
via satellite using a relatively small dish antenna. Moreover, video compression
technology allows DBS providers to offer more than 100 digital channels, thereby
surpassing the typical analog cable system. DBS companies historically were
prohibited from retransmitting popular local broadcast programming, but a change
to the existing copyright laws in November 1999 eliminated this legal
impediment. After an initial six-month grace period, DBS companies will need to
secure retransmission consent from the popular broadcast stations they wish to
carry, and they will face mandatory carriage obligations of less popular
broadcast stations as of January 2002. In response to the legislation, DirecTV,
Inc. and EchoStar Communications Corporation already have initiated plans to
carry the major network stations in the nation's top television markets. DBS,
however, is limited in the local programming it can provide because of the
current capacity limitations of satellite technology. It is, therefore, expected
that DBS companies will offer local broadcast programming only in the larger
U.S. markets for the foreseeable future. The same legislation providing for DBS
carriage of local broadcast stations reduced the compulsory copyright fees paid
by DBS companies and allows them to continue offering distant network signals to
rural customers.

                  DSL. The deployment of digital subscriber line technology,
known as DSL, will allow Internet access to subscribers at data transmission
speeds greater than those of modems over conventional telephone lines. Several
telephone companies and other companies are introducing DSL service. The FCC
recently released an order in which it mandated that incumbent telephone
companies grant access to the high frequency portion of the local loop over
which they provide voice services. This will enable competitive carriers to
provide DSL services over the same telephone lines simultaneously used by
incumbent telephone companies to provide basic telephone service. However, in a
separate order the FCC declined to mandate that incumbent telephone companies
unbundle their internal packet switching functionality or related equipment for
the benefit of competitive carriers. This functionality or equipment could
otherwise have been used by competitive carriers directly to provide DSL or
other high-speed broadband services. We are unable to predict whether the FCC's
decisions will be sustained upon administrative or judicial appeal, the
likelihood of success of the Internet access offered by our competitors or the
impact on our business and operations of these competitive ventures.




                                      -10-
<PAGE>   11


                  TRADITIONAL OVERBUILDS. Cable television systems are operated
under non-exclusive franchises granted by local authorities. More than one cable
system may legally be built in the same area. It is possible that a franchising
authority might grant a second franchise to another cable operator and that
franchise might contain terms and conditions more favorable than those afforded
us. In addition, entities willing to establish an open video system, under which
they offer unaffiliated programmers non-discriminatory access to a portion of
the system's cable system may be able to avoid local franchising requirements.
Well financed businesses from outside the cable industry, such as public
utilities which already possess fiber optic and other transmission lines in the
areas they serve may over time become competitors. There has been a recent
increase in the number of cities that have constructed their own cable systems,
in a manner similar to city-provided utility services. Constructing a competing
cable system is a capital intensive process which involves a high degree of
risk. We believe that in order to be successful, a competitor's overbuild would
need to be able to serve the homes and businesses in the overbuilt area on a
more cost-effective basis than us. Any such overbuild operation would require
either significant access to capital or access to facilities already in place
that are capable of delivering cable television programming.

                  TELEPHONE COMPANIES AND UTILITIES. The competitive environment
has been significantly affected by both technological developments and
regulatory changes enacted in the 1996 Telecommunications Act, which were
designed to enhance competition in the cable television and local telephone
markets. Federal cross-ownership restrictions historically limited entry by
local telephone companies into the cable television business. The 1996
Telecommunications Act modified this cross-ownership restriction, making it
possible for local exchange carriers who have considerable resources to provide
a wide variety of video services competitive with services offered by cable
systems.

                  If we expand our offerings to include Internet and other
telecommunications services, we will be subject to competition from other
telecommunications providers. The telecommunications industry is highly
competitive and includes competitors with greater financial and personnel
resources, who have brand name recognition and long-standing relationships with
regulatory authorities. Moreover, mergers, joint ventures and alliances among
franchise, wireless or private cable television operators, local exchange
carriers and others may result in providers capable of offering cable
television, Internet, and telecommunications services in direct competition with
us.

                  Several telephone companies have obtained or are seeking cable
television franchises from local governmental authorities and are constructing
cable systems. Cross-subsidization by local exchange carriers of video and
telephony services poses a strategic advantage over cable operators seeking to
compete with local exchange carriers that provide video services. Some local
exchange carriers may choose to make broadband services available under the open
video regulatory framework of the FCC. In addition, local exchange carriers
provide facilities for the transmission and distribution of voice and data
services, including Internet services, in competition with our existing or
potential interactive services ventures and businesses, including Internet
service, as well as data and other non-video services. We cannot predict the
likelihood of success of the broadband services offered by our competitors or
the impact on us of such competitive ventures. The entry of telephone companies
as direct competitors in the video marketplace, however, is likely to become
more widespread and could adversely affect the profitability and valuation of
the systems.

                  Additionally, we are subject to competition from utilities
which possess fiber optic transmission lines capable of transmitting signals
with minimal signal distortion.

                  SMATV. Additional competition is posed by satellite master
antenna television systems known as "SMATV systems" serving multiple dwelling
units, referred to in the cable industry as "MDU's," such as condominiums,
apartment complexes, and private residential communities. These private cable
systems may enter into exclusive agreements with such MDUs, which may preclude
operators of franchise systems from serving residents of such private complexes.
Such private cable systems can offer both





                                      -11-
<PAGE>   12



improved reception of local television stations and many of the same
satellite-delivered program services which are offered by cable systems. SMATV
systems currently benefit from operating advantages not available to franchised
cable systems, including fewer regulatory burdens and no requirement to service
low density or economically depressed communities. Exemption from regulation may
provide a competitive advantage to certain of our current and potential
competitors.

                  WIRELESS DISTRIBUTION. Cable television systems also compete
with wireless program distribution services such as multi-channel multipoint
distribution systems or "wireless cable," known as MMDS. MMDS uses low-power
microwave frequencies to transmit television programming over-the-air to paying
customers. Wireless distribution services generally provide many of the
programming services provided by cable systems, and digital compression
technology is likely to increase significantly the channel capacity of their
systems. Both analog and digital MMDS services require unobstructed "line of
sight" transmission paths.











                                      -12-
<PAGE>   13



                           LEGISLATION AND REGULATION

                  The following summary addresses the key regulatory
developments and legislation affecting the cable television industry.

                  The operation of a cable system is extensively regulated by
the FCC, some state governments and most local governments. The 1996
Telecommunications Act has altered the regulatory structure governing the
nation's communications providers. It removes barriers to competition in both
the cable television market and the local telephone market. Among other things,
it also reduces the scope of cable rate regulation and encourages additional
competition in the video programming industry by allowing local telephone
companies to provide video programming in their own telephone service areas.

                  The 1996 Telecommunications Act requires the FCC to undertake
a host of implementing rulemakings. Moreover, Congress and the FCC have
frequently revisited the subject of cable regulation. Future legislative and
regulatory changes could adversely affect our operations, and there have been
calls in Congress and at the FCC to maintain or even tighten cable regulation in
the absence of widespread effective competition.

                  CABLE RATE REGULATION. The 1992 Cable Act imposed an extensive
rate regulation regime on the cable television industry, which limited the
ability of cable companies to increase subscriber fees. Under that regime, all
cable systems are subject to rate regulation, unless they face "effective
competition" in their local franchise area. Federal law now defines "effective
competition" on a community-specific basis as requiring satisfaction of
conditions rarely satisfied in the current marketplace.

                  Although the FCC has established the underlying regulatory
scheme, local government units, commonly referred to as local franchising
authorities, are primarily responsible for administering the regulation of the
lowest level of cable--the basic service tier, which typically contains local
broadcast stations and public, educational, and government access channels.
Before a local franchising authority begins basic service rate regulation, it
must certify to the FCC that it will follow applicable federal rules. Many local
franchising authorities have voluntarily declined to exercise their authority to
regulate basic service rates. Local franchising authorities also have primary
responsibility for regulating cable equipment rates. Under federal law, charges
for various types of cable equipment must be unbundled from each other and from
monthly charges for programming services.

                  As of December 31, 2000, approximately 1% of our local
franchising authorities were certified to regulate basic tier rates. The 1992
Cable Act permits communities to certify and regulate rates at any time, so that
it is possible that additional localities served by the systems may choose to
certify and regulate rates in the future.

                  The FCC historically administered rate regulation of cable
programming service tiers, which is the expanded basic programming package that
offers services other than basic programming and which typically contains
satellite-delivered programming. As of December 31, 2000, we had no cable
programming service tier rate complaints pending at the FCC. Under the 1996
Telecommunications Act, however, the FCC's authority to regulate cable
programming service tier rates terminated on March 31, 1999. The FCC has taken
the position that it will still adjudicate pending cable programming service
tier complaints but will strictly limit its review, and possible refund orders,
to the time period predating the termination date. The elimination of cable
programming service tier regulation on a prospective basis affords us
substantially greater pricing flexibility.

                  Under the rate regulations of the FCC, most cable systems were
required to reduce their basic service tier and cable programming service tier
rates in 1993 and 1994, and have since had their rate increases governed by a
complicated price cap scheme that allows for the recovery of inflation and
certain increased costs, as well as providing some incentive for expanding
channel carriage. The FCC has modified its rate adjustment regulations to allow
for annual rate increases and to minimize previous problems associated with



                                      -13-
<PAGE>   14



regulatory lag. Operators also have the opportunity to bypass this
"benchmark" regulatory scheme in favor of traditional "cost-of-service"
regulation in cases where the latter methodology appears favorable. Cost of
service regulation is a traditional form of rate regulation, under which a
utility is allowed to recover its costs of providing the regulated service,
plus a reasonable profit. The FCC and Congress have provided various forms of
rate relief for smaller cable systems owned by smaller operators. Premium cable
services offered on a per-channel or per program basis remain unregulated.
However, federal law requires that the basic service tier be offered to all
cable subscribers and limits the ability of operators to require purchase of
any cable programming service tier if a customer seeks to purchase premium
services offered on a per-channel or per-program basis, subject to a technology
exception which terminates in 2002.

                  As noted above, FCC regulation of cable programming service
tier rates for all systems, regardless of size, terminated under the 1996
Telecommunications Act on March 31, 1999. As a result, the regulatory regime
just discussed is now essentially applicable only to basic services tier and
cable equipment. Some legislators, however, have called for new rate regulations
if unregulated rates increase dramatically. The 1996 Telecommunications Act also
relaxes existing "uniform rate" requirements by specifying that uniform rate
requirements do not apply where the operator faces "effective competition," and
by exempting bulk discounts to multiple dwelling units, although complaints
about predatory pricing still may be made to the FCC.

                  CABLE ENTRY INTO TELECOMMUNICATIONS. The 1996
Telecommunications Act creates a more favorable environment for us to provide
telecommunications services beyond traditional video delivery. It provides that
no state or local laws or regulations may prohibit or have the effect of
prohibiting any entity from providing any interstate or intrastate
telecommunications service. A cable operator is authorized under the 1996
Telecommunications Act to provide telecommunications services without obtaining
a separate local franchise. States are authorized, however, to impose
"competitively neutral" requirements regarding universal service, public safety
and welfare, service quality, and consumer protection. State and local
governments also retain their authority to manage the public rights-of-way and
may require reasonable, competitively neutral compensation for management of the
public rights-of-way when cable operators provide telecommunications service.
The favorable pole attachment rates afforded cable operators under federal law
can be gradually increased by utility companies owning the poles, beginning in
2001, if the operator provides telecommunications service, as well as cable
service, over its plant. The FCC recently clarified that a cable operator's
favorable pole rates are not endangered by the provision of Internet access.

                  Cable entry into telecommunications will be affected by the
regulatory landscape now being developed by the FCC and state regulators. One
critical component of the 1996 Telecommunications Act to facilitate the entry of
new telecommunications providers, including cable operators, is the
interconnection obligation imposed on all telecommunications carriers. In July
1997, the Eighth Circuit Court of Appeals vacated certain aspects of the FCC
initial interconnection order but most of that decision was reversed by the U.S.
Supreme Court in January 1999. The Supreme Court effectively upheld most of the
FCC interconnection regulations. Although these regulations should enable new
telecommunications entrants to reach viable interconnection agreements with
incumbent carriers, many issues, including which specific network elements the
FCC can mandate that incumbent carriers make available to competitors, remain
subject to administrative and judicial appeal. If the FCC's current list of
unbundled network elements is upheld on appeal, it would make it easier for us
to provide telecommunications service.

                  INTERNET SERVICE. Although there is at present no significant
federal regulation of cable system delivery of Internet services, and the FCC
recently issued several reports finding no immediate need to impose such
regulation, this situation may change as cable systems expand their broadband
delivery of Internet services. In particular, proposals have been advanced at
the FCC and Congress that would require cable operators to provide access to
unaffiliated Internet service providers and online service providers. Certain
Internet service providers also are attempting to use existing modes of access
that are commercially leased to gain access to cable system delivery. A petition
on this issue is now pending before the FCC.







                                      -14-
<PAGE>   15



Finally, some local franchising authorities are considering the imposition of
mandatory Internet access requirements as part of cable franchise renewals or
transfers. A federal district court in Portland, Oregon, recently upheld the
legal ability of local franchising authorities to impose such conditions, but an
appeal was filed with the Ninth Circuit Court of Appeals, oral argument has been
held and the parties are awaiting a decision. Other local authorities have
imposed or may impose mandatory Internet access requirements on cable operators.
These developments could, if they become widespread, burden the capacity of
cable systems and complicate our own plans for providing Internet service.

                  TELEPHONE COMPANY ENTRY INTO CABLE TELEVISION. The 1996
Telecommunications Act allows telephone companies to compete directly with cable
operators by repealing the historic telephone company/cable cross-ownership ban.
Local exchange carriers, including the regional telephone companies, can now
compete with cable operators both inside and outside their telephone service
areas with certain regulatory safeguards. Because of their resources, local
exchange carriers could be formidable competitors to traditional cable
operators. Various local exchange carriers already are providing video
programming services within their telephone service areas through a variety of
distribution methods, including both the deployment of broadband wire facilities
and the use of wireless transmission.

                  Under the 1996 Telecommunications Act, local exchange carriers
or any other cable competitor providing video programming to subscribers through
broadband wire should be regulated as a traditional cable operator, subject to
local franchising and federal regulatory requirements, unless the local exchange
carrier or other cable competitor elects to deploy its broadband plant as an
open video system. To qualify for favorable open video system status, the
competitor must reserve two-thirds of the system's activated channels for
unaffiliated entities. The Fifth Circuit Court of Appeals reversed certain of
the FCC's open video system rules, including its preemption of local
franchising. The FCC recently revised the applicable rules to eliminate this
general preemption, thereby leaving franchising discretion to state and local
authorities. It is unclear what effect this ruling will have on the entities
pursuing open video system operation.

                  Although local exchange carriers and cable operators can now
expand their offerings across traditional service boundaries, the general
prohibition remains on local exchange carrier buyouts of co-located cable
systems. Co-located cable systems are cable systems serving an overlapping
territory. Cable operator buyouts of co-located local exchange carrier systems,
and joint ventures between cable operators and local exchange carriers in the
same market are also prohibited. The 1996 Telecommunications Act provides a few
limited exceptions to this buyout prohibition, including a carefully
circumscribed "rural exemption." The 1996 Telecommunications Act also provides
the FCC with the limited authority to grant waivers of the buyout prohibition.

                  ELECTRIC UTILITY ENTRY INTO TELECOMMUNICATIONS/CABLE
TELEVISION. The 1996 Telecommunications Act provides that registered utility
holding companies and subsidiaries may provide telecommunications services,
including cable television, despite restrictions in the Public Utility Holding
Company Act. Electric utilities must establish separate subsidiaries, known as
"exempt telecommunications companies" and must apply to the FCC for operating
authority. Like telephone companies, electric utilities have substantial
resources at their disposal, and could be formidable competitors to traditional
cable systems. Several such utilities have been granted broad authority by the
FCC to engage in activities which could include the provision of video
programming.

                  ADDITIONAL OWNERSHIP RESTRICTIONS. The 1996 Telecommunications
Act eliminates statutory restrictions on broadcast/cable cross-ownership,
including broadcast network/cable restrictions, but leaves in place existing FCC
regulations prohibiting local cross-ownership between co-located television
stations and cable systems.





                                      -15-
<PAGE>   16


                  Under the 1992 Cable Act, the FCC adopted rules precluding a
cable system from devoting more than 40% of its activated channel capacity to
the carriage of affiliated national video program services. Also under the 1992
Cable Act, the FCC has adopted rules that preclude any cable operator from
serving more than 30% of all U.S. domestic multichannel video subscribers,
including cable and direct broadcast satellite subscribers. However, this
provision has been stayed pending further judicial review.

                  MUST CARRY/RETRANSMISSION CONSENT. The 1992 Cable Act contains
broadcast signal carriage requirements. Broadcast signal carriage is the
transmission of broadcast television signals over a cable system to cable
customers. These requirements, among other things, allow local commercial
television broadcast stations to elect once every three years between "must
carry" status or "retransmission consent" status. Less popular stations
typically elect must carry, which is the broadcast signal carriage requirement
that allows local commercial television broadcast stations to require a cable
system to carry the station. More popular stations, such as those affiliated
with a national network, typically elect retransmission consent which is the
broadcast signal carriage requirement that allows local commercial television
broadcast stations to negotiate for payments for granting permission to the
cable operator to carry the stations. Must carry requests can dilute the appeal
of a cable system's programming offerings because a cable system with limited
channel capacity may be required to forego carriage of popular channels in favor
of less popular broadcast stations electing must carry. Retransmission consent
demands may require substantial payments or other concessions. Either option has
a potentially adverse effect on our business. The burden associated with must
carry may increase substantially if broadcasters proceed with planned conversion
to digital transmission and the FCC determines that cable systems must carry all
analog and digital broadcasts in their entirety. This burden would reduce
capacity available for more popular video programming and new internet and
telecommunication offerings. A rulemaking is now pending at the FCC regarding
the imposition of dual digital and analog must carry.

                  ACCESS CHANNELS. Local franchising authorities can include
franchise provisions requiring cable operators to set aside certain channels for
public, educational and governmental access programming. Federal law also
requires cable systems to designate a portion of their channel capacity, up to
15% in some cases, for commercial leased access by unaffiliated third parties.
The FCC has adopted rules regulating the terms, conditions and maximum rates a
cable operator may charge for commercial leased access use. We believe that
requests for commercial leased access carriages have been relatively limited. A
new request has been forwarded to the FCC, however, requesting that unaffiliated
Internet service providers be found eligible for commercial leased access.
Although we do not believe such use is in accord with the governing statute, a
contrary ruling could lead to substantial leased activity by Internet service
providers and disrupt our own plans for Internet service.

                  ACCESS TO PROGRAMMING. To spur the development of independent
cable programmers and competition to incumbent cable operators, the 1992 Cable
Act imposed restrictions on the dealings between cable operators and cable
programmers. Of special significance from a competitive business posture, the
1992 Cable Act precludes video programmers affiliated with cable companies from
favoring their cable operators over new competitors and requires such
programmers to sell their programming to other multichannel video distributors.
This provision limits the ability of vertically integrated cable programmers to
offer exclusive programming arrangements to cable companies. There also has been
interest expressed in further restricting the marketing practices of cable
programmers, including subjecting programmers who are not affiliated with cable
operators to all of the existing program access requirements, and subjecting
terrestrially delivered programming to the program access requirements.
Terrestrially delivered programming is programming delivered other than by
satellite. These changes should not have a dramatic impact on us, but would
limit potential competitive advantages we now enjoy.

                  INSIDE WIRING; SUBSCRIBER ACCESS. In an order issued in 1997,
the FCC established rules that require an incumbent cable operator upon
expiration of a multiple dwelling unit service contract to sell, abandon, or
remove "home run" wiring that was installed by the cable operator in a multiple
dwelling unit building. These inside wiring rules are expected to assist
building owners in their attempts to replace existing cable operators with new
programming providers who are willing to pay the building owner a higher fee,






                                      -16-
<PAGE>   17



where such a fee is permissible. The FCC has also proposed abrogating all
exclusive multiple dwelling unit service agreements held by incumbent operators,
but allowing such contracts when held by new entrants. In another proceeding,
the FCC has preempted restrictions on the deployment of private antenna on
rental property within the exclusive use of a tenant, such as balconies and
patios. This FCC ruling may limit the extent to which we along with multiple
dwelling unit owners may enforce certain aspects of multiple dwelling unit
agreements which otherwise prohibit, for example, placement of digital broadcast
satellite receiver antennae in multiple dwelling unit areas under the exclusive
occupancy of a renter. These developments may make it even more difficult for us
to provide service in multiple dwelling unit complexes.

                  OTHER REGULATIONS OF THE FCC. In addition to the FCC
regulations noted above, there are other regulations of the FCC covering such
areas as:

o        equal employment opportunity,

o        subscriber privacy,

o        programming practices, including, among other things,

           (1)    syndicated program exclusivity, which is a FCC rule which
                  requires a cable system to delete particular programming
                  offered by a distant broadcast signal carried on the system
                  which duplicates the programming for which a local broadcast
                  station has secured exclusive distribution rights,
           (2)    network program non-duplication,
           (3)    local sports blackouts,
           (4)    indecent programming,
           (5)    lottery programming,
           (6)    political programming,
           (7)    sponsorship identification,
           (8)    children's programming advertisements, and
           (9)    closed captioning,

o        registration of cable systems and facilities licensing,

o        maintenance of various records and public inspection files,

o        aeronautical frequency usage,

o        lockbox availability,

o        antenna structure notification,

o        tower marking and lighting,

o        consumer protection and customer service standards,

o        technical standards,

o        consumer electronics equipment compatibility, and

o        emergency alert systems.





                                      -17-
<PAGE>   18



                  The FCC recently ruled that cable customers must be allowed to
purchase cable converters from third parties and established a multi-year
phase-in during which security functions, which would remain in the operator's
exclusive control, would be unbundled from basic converter functions, which
could then be satisfied by third party vendors.

                  The FCC has the authority to enforce its regulations through
the imposition of substantial fines, the issuance of cease and desist orders
and/or the imposition of other administrative sanctions, such as the revocation
of FCC licenses needed to operate certain transmission facilities used in
connection with cable operations.

                  COPYRIGHT. Cable television systems are subject to federal
copyright licensing covering carriage of television and radio broadcast signals.
In exchange for filing certain reports and contributing a percentage of their
revenues to a federal copyright royalty pool, that varies depending on the size
of the system, the number of distant broadcast television signals carried, and
the location of the cable system, cable operators can obtain blanket permission
to retransmit copyrighted material included in broadcast signals. The possible
modification or elimination of this compulsory copyright license is the subject
of continuing legislative review and could adversely affect our ability to
obtain desired broadcast programming. We cannot predict the outcome of this
legislative activity. Copyright clearances for non-broadcast programming
services are arranged through private negotiations.

                  Cable operators distribute locally originated programming and
advertising that use music controlled by the two principal major music
performing rights organizations, the American Society of Composers, Authors and
Publishers and Broadcast Music, Inc. The cable industry has had a long series of
negotiations and adjudications with both organizations. A prior voluntarily
negotiated agreement with Broadcast Music has now expired, and is subject to
further proceedings. The governing rate court recently set retroactive and
prospective cable industry rates for American Society of Composers music based
on the previously negotiated Broadcast Music rate. Although we cannot predict
the ultimate outcome of these industry proceedings or the amount of any license
fees we may be required to pay for past and future use of association-controlled
music, we do not believe such license fees will be significant to our business
and operations.

                  STATE AND LOCAL REGULATION. Cable television systems generally
are operated pursuant to non-exclusive franchises granted by a municipality or
other state or local government entity in order to cross public rights-of-way.
Federal law now prohibits local franchising authorities from granting exclusive
franchises or from unreasonably refusing to award additional franchises. Cable
franchises generally are granted for fixed terms and in many cases include
monetary penalties for non-compliance and may be terminable if the franchisee
failed to comply with material provisions.

                  The specific terms and conditions of franchises vary
materially between jurisdictions. Each franchise generally contains provisions
governing cable operations, service rates, franchising fees, system construction
and maintenance obligations, system channel capacity, design and technical
performance, customer service standards, and indemnification protections. A
number of states, including Connecticut, subject cable systems to the
jurisdiction of centralized state governmental agencies, some of which impose
regulation of a character similar to that of a public utility. Although local
franchising authorities have considerable discretion in establishing franchise
terms, there are certain federal limitations. For example, local franchising
authorities cannot insist on franchise fees exceeding 5% of the system's gross
cable-related revenues, cannot dictate the particular technology used by the
system, and cannot specify video programming other than identifying broad
categories of programming.

                  Federal law contains renewal procedures designed to protect
incumbent franchisees against arbitrary denials of renewal. Even if a franchise
is renewed, the local franchising authority may seek to impose new and more
onerous requirements such as significant upgrades in facilities and service or
increased franchise fees as a condition of renewal. Similarly, if a local
franchising authority's consent is required for




                                      -18-
<PAGE>   19




the purchase or sale of a cable system or franchise, such local
franchising authority may attempt to impose more burdensome or onerous
franchise requirements in connection with a request for consent. Historically,
most franchises have been renewed for and consents granted to cable operators
that have provided satisfactory services and have complied with the terms of
their franchise.

                  Under the 1996 Telecommunications Act, cable operators are not
required to obtain franchises for the provision of telecommunications services,
and local franchising authorities are prohibited from limiting, restricting, or
conditioning the provision of such services. In addition, local franchising
authorities may not require a cable operator to provide any telecommunications
service or facilities, other than institutional networks under certain
circumstances, as a condition of an initial franchise grant, a franchise
renewal, or a franchise transfer. The 1996 Telecommunications Act also provides
that franchising fees are limited to an operator's cable-related revenues and do
not apply to revenues that a cable operator derives from providing new
telecommunications services.

ITEM 2. PROPERTIES

                  We own or lease parcels of real property for signal reception
sites (antenna towers and headends), microwave facilities and business offices,
and own or lease our service vehicles. We believe that our properties, both
owned and leased, are in good condition and are suitable and adequate for our
business operations.

                  We own substantially all of the assets related to our cable
television operations, including our program production equipment, headend
(towers, antennas, electronic equipment and satellite earth stations), cable
plant (distribution equipment, amplifiers, customer drops and hardware),
converters, test equipment and tools and maintenance equipment.

ITEM 3. LEGAL PROCEEDINGS

                  We are periodically a party to various legal proceedings.
These legal proceedings are ordinary and routine litigation proceedings that are
incidental to our business. Except for the item noted below, management believes
that the outcome of pending legal proceedings will not, in the aggregate, have a
material adverse effect on our financial condition.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.




                                      -19-
<PAGE>   20



                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S EQUITY SECURITIES AND RELATED SECURITY
        HOLDER MATTERS

LIQUIDITY

                  While our equity securities, which consist of units of limited
partnership interests, are publicly held, there is no established public trading
market for the units and we do not expect that a market will develop. The
approximate number of equity security holders of record was 1,861 as of December
31, 2000. In addition to restrictions on the transferability of units contained
in our partnership agreement, the transferability of units may be affected by
restrictions on resales imposed by federal or state law.

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 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 are
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 a partnership. All
allocations to individual limited partners will be based on their respective
limited partnership ownership interests.

                  The policy of the Corporate General Partner (although there is
no contractual obligation to do so) is to cause the Partnership to make cash
distributions on a monthly basis throughout the operational life of the
Partnership, assuming the availability of sufficient cash flow from Partnership
operations. The amount of such distributions, if any, will vary from month to
month depending upon the Partnership's results of operations and the Corporate
General Partners' determination of whether otherwise available funds are needed
for the Partnership's ongoing working capital and liquidity requirements.

                  We began making periodic cash distributions from operations in
January 1989 and discontinued distributions in May 1993. No distributions were
made in 1998, 1999 and 2000.





                                      -20-
<PAGE>   21



                  Our ability to pay distributions, the actual level of
distributions and the continuance of distributions, if any, will depend on a
number of factors, including: the amount of cash flow from operations,
projected capital expenditures, provision for contingent liabilities,
availability of bank financing, regulatory or legislative developments
governing the cable television industry, the sale of cable system assets and
growth in customers. Some of these factors are beyond our control, and
consequently, we cannot make assurance regarding the level or timing of future
distributions, if any. The Partnership's present Facility does not restrict the
payment of distributions to partners unless an event of default exists
thereunder or the Partnership's ratio of debt to cash flow is greater than 4 to
1. However, as a result of the Partnership's pending rebuild program,
management has concluded that it is not prudent for the Partnership to resume
paying distributions at this time.




















                                      -21-
<PAGE>   22



ITEM 6. SELECTED FINANCIAL DATA

                  Set forth below is selected financial data of the Partnership
for the five years ended December 31, 1999. This data should be read in
conjunction with the Partnership's financial statements included in Item 8
hereof and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included in Item 7.

<TABLE>
<CAPTION>
                                                                            Year Ended December 31
                                               --------------------------------------------------------------------------------
OPERATIONS STATEMENT DATA                          1996             1997             1998             1999             2000
                                               ------------     ------------     ------------     ------------     ------------
<S>                                            <C>              <C>              <C>              <C>              <C>

   Revenues                                    $  3,510,700     $  3,644,700     $  3,630,300     $  3,463,300     $  3,342,000
   Costs and expenses                            (2,061,600)      (2,266,500)      (2,081,100)      (2,056,600)      (2,062,700)
   Depreciation and amortization                 (1,618,000)        (888,900)        (837,900)      (1,025,300)      (1,079,000)
                                               ------------     ------------     ------------     ------------     ------------
   Operating income (loss)                         (168,900)         489,300          711,300          381,400          200,300
   Interest expense                                (295,200)        (252,300)        (214,900)        (149,900)         (99,100)
   Interest income                                   12,600           18,300           31,000           22,700           17,900
   Gain (loss) on sale of cable assets               (1,000)             100              500               --               --
   Other                                                 --               --               --               --          (27,900)
                                               ------------     ------------     ------------     ------------     ------------
   Net income (loss)                           $   (452,500)    $    255,400     $    527,900     $    254,200     $     91,200
                                               ============     ============     ============     ============     ============
PER UNIT OF LIMITED PARTNERSHIP INTEREST:
   Net income (loss)                           $      (5.61)    $       3.17     $       6.55     $       3.15     $       1.13
                                               ============     ============     ============     ============     ============
OTHER OPERATING DATA

   Net cash from operating activities          $  1,109,200     $  1,275,200     $  1,204,900     $  1,166,400     $  2,770,100
   Net cash from investing activities              (240,600)        (157,000)        (239,300)        (536,800)      (2,839,500)
   Net cash from financing activities              (875,000)        (628,200)      (1,083,000)        (495,700)        (350,000)
   EBITDA(1)                                      1,449,100        1,378,200        1,549,200        1,406,700        1,279,300
   EBITDA to revenues                                  41.3%            37.8%            42.7%            40.6%            38.3%
   Total debt to EBITDA                                2.2x             1.8x            0.87x            0.75x            0.55x
   Capital expenditures                        $    246,000     $    123,800     $    215,200     $    492,400     $  2,807,700
</TABLE>






                                      -22-
<PAGE>   23



<TABLE>
<CAPTION>
                                                              As of December 31
                                 ----------------------------------------------------------------------------
BALANCE SHEET DATA                   1996            1997            1998            1999            2000
                                 ------------    ------------    ------------    ------------    ------------
<S>                              <C>             <C>             <C>             <C>             <C>

Total assets                     $  5,657,200    $  5,359,000    $  4,638,800    $  4,365,400    $  5,708,800
Total debt                          3,125,000       2,500,000       1,350,000       1,050,000         700,000
General partners' deficit            (146,300)       (143,700)       (138,400)       (135,900)       (135,000)
Limited partners' capital           1,782,500       2,035,300       2,557,900       2,809,600       2,899,900
</TABLE>

----------

         (1) EBITDA is calculated as operating  income before  depreciation  and
amortization.  Based on our  experience  in the cable  television  industry,  we
believe  that  EBITDA  and  related  measures  of cash flow  serve as  important
financial analysis tools for measuring and comparing cable television  companies
in several areas,  such as liquidity,  operating  performance  and leverage.  In
addition,  the covenants in the primary debt  instrument of the  Partnership use
EBITDA-derived calculations as a measure of financial performance. EBITDA is not
a measurement determined under generally accepted accounting principles ("GAAP")
and does not represent cash  generated  from operating  activities in accordance
with GAAP. You should not consider  EBITDA as an alternative to net income as an
indicator of our financial  performance  or as an alternative to cash flows as a
measure of liquidity. In addition, our definition of EBITDA may not be identical
to similarly titled measures used by other companies.









                                      -23-
<PAGE>   24



ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

INTRODUCTION

                  The  1992  Cable  Act  required  the  Federal   Communications
Commission to, among other things,  implement extensive  regulation of the rates
charged by cable  television  systems for basic and  programming  service tiers,
installation,  and customer premises  equipment  leasing.  Compliance with those
rate  regulations  has had a negative  impact on our revenues and cash flow. The
1996 Telecommunications Act substantially changed the competitive and regulatory
environment for cable television and telecommunications service providers. Among
other  changes,  the 1996  Telecommunications  Act ended the regulation of cable
programming  service tier rates on March 31, 1999.  There can be no assurance as
to what, if any,  further action may be taken by the FCC,  Congress or any other
regulatory authority or court, or their effect on our business. Accordingly, our
historical  financial results as described below are not necessarily  indicative
of future performance.

                  This annual report includes certain forward-looking statements
regarding, among other things, our future results of operations, regulatory
requirements, competition, capital needs and general business conditions
applicable to the Partnership. Such forward-looking statements involve risks and
uncertainties including, without limitation, the uncertainty of legislative and
regulatory changes and the rapid developments in the competitive environment
facing cable television operators such as the Partnership.

RESULTS OF OPERATIONS

                  2000 COMPARED TO 1999

                  Our revenues decreased from $3,463,300 to $3,342,000, or by
3.5%, for the year ended December 31, 2000, as compared to 1999. Of the $121,300
decrease, $205,800 was due to decreases in the number of subscriptions for
basic, premium, tier and equipment rental services. The decrease was partially
offset by an $82,300 increase in regulated service rates that were implemented
by us in 2000 and a $2,200 increase in other revenue producing items. As of
December 31, 2000, we had approximately 8,015 basic subscribers and 1,801
premium service units.

                  Effective with the acquisition of Falcon Communications, L.P.
(Falcon) by Charter Communications Holdings Company, LLC (Charter) on November
12, 1999, certain activities previously incurred at the Partnership and expensed
through service cost and general and administrative expense have been either
eliminated by Charter, or have been reimbursed by the Partnership based on
Charter's costs incurred. These reimbursed costs are included in general partner
management fees and reimbursed expenses on the Partnership's statements of
operations. The total of service costs, general and administrative expenses and
general partner management fees and reimbursed expenses increased from
$2,056,600 to $2,062,700, or by less than 1.0%, for the year ended December 31,
2000, as compared to 1999.

                  Our service costs decreased from $1,126,300 to $978,600, or by
13.1%, for the year ended December 31, 2000, as compared to 1999. Service costs
represent costs directly attributable to providing cable services to customers.
The decrease was primarily due to decreases in programming fees, personnel costs
and certain costs incurred by the Partnership prior to the Charter acquisition
that are now incurred by Charter and reimbursed by the Partnership, as discussed
above. Programming fees decreased as a result of lower rates that Charter has
extended to us and a decrease in subscribers.

                  Our general and administrative expenses increased from
$474,800 to $544,600, or by 14.7%, for the year ended December 31, 2000, as
compared to 1999, primarily due to increased bad debt and billing/postage
expenses.




                                      -24-
<PAGE>   25



                  Management fees and reimbursed expenses increased from
$455,500 to $539,500, or by 18.4%, for the year ended December 31, 2000, as
compared to 1999. Management fees decreased in direct relation to decreased
revenues as described above. As discussed above, Charter now performs certain
management and operational functions formerly performed by the Partnership. This
has resulted in us having more reimbursable costs and lower service costs and
general and administrative expenses.

                  Our depreciation and amortization expense increased from
$1,025,300 to $1,079,000, or by 5.2%, for the year ended December 31, 2000, as
compared to 1999, due to the depreciation of plant asset additions.

                  Due to the factors described above, our operating income
decreased from $381,400 to $200,300, or 47.5%, for the year ended December 31,
2000, as compared to 1999.

                  Our interest income decreased from $22,700 to $17,900, or by
21.1%, for the year ended December 31, 2000, as compared to 1999, due to lower
average cash balances available for investment in 2000.

                  Our interest expense decreased from $149,900 to $99,100, or by
33.9%, for the year ended December 31, 2000, as compared to 1999, due to a
decrease in average outstanding borrowings during 2000, and to the
reclassification of certain bank charges from interest expense to general and
administrative expenses.

                  Our other expenses of $27,900 for the year ended December 31,
2000, consisted of legal and proxy costs associated with the sale of our
partnership assets.

                  Due to the factors described above, our net income decreased
from $254,200 to $91,200, or by 64.1%, for the year ended December 31, 2000, as
compared to 1999.

                  EBITDA is calculated as operating income before depreciation
and amortization. See footnote 1 to "Selected Financial Data." EBITDA as a
percentage of revenues decreased from 40.6% during 1999 to 38.3% in 2000. Due to
the factors described above, EBITDA decreased from $1,406,700 to $1,279,300, or
by 9.1%, in 2000 compared to 1999.

                  1999 COMPARED TO 1998

                  Our revenues decreased from $3,630,300 to $3,463,300, or by
4.6%, for the year ended December 31, 1999, as compared to 1998. Of the $167,000
decrease, $190,900 was due to decreases in the number of subscriptions for
basic, premium, tier and equipment rental services and $41,500 was due to
decreases in other revenue producing items. These decreases were partially
offset by a $65,400 increase in regulated service rates that were implemented by
us in 1999. As of December 31, 1999, we had approximately 8,700 basic
subscribers and 1,700 premium service units.

                  Our service costs increased from $1,125,800 to $1,126,300, or
by less than 1.0%, for the year ended December 31, 1999, as compared to 1998.
Service costs represent costs directly attributable to providing cable services
to customers. The increase was primarily due to higher personnel costs.

                  Our general and administrative expenses increased from
$432,800 to $474,800, or by 9.7%, for the year ended December 31, 1999, as
compared to 1998, primarily due to increases in insurance premiums and
professional fees, including legal and audit fees.






                                      -25-
<PAGE>   26


                  Management fees and reimbursed expenses decreased from
$522,500 to $455,500, or by 12.8%, for the year ended December 31, 1999, as
compared to 1998. Management fees decreased in direct relation to decreased
revenues as described above. Reimbursed expenses decreased principally due to
lower allocated personnel costs.

                  Our depreciation and amortization expense increased from
$837,900 to $1,025,300, or by 22.4%, for the year ended December 31, 1999, as
compared to 1998, due to the depreciation of plant asset additions.

                  Our operating income decreased from $711,300 to $381,400, or
46.4%, for the year ended December 31, 1999, as compared to 1998, due primarily
to decreased revenues and increases in insurance premiums, professional fees and
depreciation and amortization as described above.

                  Our interest expense decreased from $214,900 to $149,900, or
by 30.2%, for the year ended December 31, 1999, as compared to 1998, due to a
decrease in average outstanding borrowings during 1999.

                  Our interest income decreased from $31,000 to $22,700, or by
26.8%, for the year ended December 31, 1999, as compared to 1998, due to lower
average cash balances available for investment in 1999.

                  Due to the factors described above, our net income decreased
from $527,900 to $254,200, or by 51.8%, for the year ended December 31, 1999, as
compared to 1998.

                  EBITDA is calculated as operating income before depreciation
and amortization. See footnote 1 to "Selected Financial Data." EBITDA as a
percentage of revenues decreased from 42.7% during 1998 to 40.6% in 1999. The
decrease was primarily caused by increases in insurance premiums and
professional fees. EBITDA decreased from $1,549,200 to $1,406,700, or by 9.2%,
in 1999 compared to 1998.

                  DISTRIBUTIONS TO PARTNERS

                  As provided in our agreement, distributions to partners are
funded from operating income before depreciation and amortization, if any, after
providing for working capital and other liquidity requirements, including debt
service and capital expenditures not otherwise funded by borrowings. No
distributions were paid in 1998, 1999 or in 2000. Our loan facility does not
restrict the payment of distributions to partners unless an event of default
exists thereunder or our ratio of debt to cash flow is greater than 4 to 1.
However, as a result of our pending upgrade program, management has concluded
that it is not prudent for us to resume paying distributions at this time.

LIQUIDITY AND CAPITAL RESOURCES

                  Our primary objective, having invested net offering proceeds
in cable television systems, is to distribute to our partners all available cash
flow from operations and proceeds from the sale of cable systems, if any, after
providing for expenses, debt service and capital requirements. In general, these
capital requirements involve expansion, improvement and upgrade of our existing
cable systems. Our capital expenditures were $2,807,700 in 2000, including
approximately $2.3 million for rebuild activity discussed below.

                  In accordance with the partnership agreement, the Corporate
General Partner has implemented a plan for liquidating the Partnership. On June
21, 2000 (as amended on September 29, 2000), the Partnership, together with
certain affiliates (collectively, the "Sellers"), entered into a purchase and
sales agreement (the "Gans I Agreement") with Multimedia Acquisition Corp., an
affiliate of Gans Multimedia Partnership (the "Purchaser"). The Gans I Agreement
provides for the Purchaser to acquire the assets comprising the Partnership's
cable system serving Dyer, Tennessee, as well as certain assets of other







                                      -26-
<PAGE>   27



affiliates. The aggregate purchase price payable to the Sellers pursuant to the
Gans I Agreement is $27,621,500 in cash (subject to normal closing adjustments).
Of that amount, $3,972,157 (subject to normal closing adjustments) is payable to
the Partnership. The allocation of the purchase price among each of the Sellers
was assigned by the Purchaser for each of the systems.

                  On August 8, 2000 (as amended on September 29, 2000), the
Partnership, together with certain affiliates (collectively, the "Selling
Affiliates") entered into a purchase and sale agreement (the "Gans II
Agreement") with Multimedia Acquisition Corp., an affiliate of Gans Multimedia
Partnership (the "Buyer"). The Gans II Agreement provides for the Buyer to
acquire the assets comprising the Partnership's cable systems serving Flora,
Illinois, as well as certain assets of other affiliates. The aggregate purchase
price payable to the Selling Affiliates pursuant to the Gans II Agreement is
$95,574,600 in cash (subject to normal closing adjustments). Of that amount,
$12,444,000 (subject to normal closing adjustments) is payable to the
Partnership. The allocation of the purchase price among each of the Selling
Affiliates was assigned by the Buyer for each of the systems.

                  Both of these purchase and sale agreements are subject to
numerous closing conditions, including without limitation: (a) receipt of the
necessary governmental consents of transfer franchises covering an aggregate of
90% of the subscribers to be sold; (b) receipt of certain other material
consents and approvals required for the consummation of the sale; (c) receipt of
the necessary approvals of the limited partners; and (d) other standard closing
conditions. With respect to clause (c) above, completion of the transaction is
contingent on the limited partners of the Partnership and the other selling
affiliates voting to approve the sale. Furthermore, the Partnership is
currently negotiating additional amendments to the purchase and sale agreements
with the Purchaser. Accordingly, there can be no assurance that the sale will
close.

                  Two of the Partnership's franchise areas, which together serve
63% of the Partnership's total customer base, required upgrades to increase
channel capacity. One of the upgrades was required in an existing franchise
agreement. The cost to upgrade the cable system in this franchise area was
approximately $2.5 million and was completed in 2000. Another of the
Partnership's renewed franchise agreements required the Partnership to upgrade
its cable plant at a cost of $2.3 million. In addition to the completed upgrades
described above, capital expenditures budgeted for 2001 are $700,000 for the
improvement of other assets and to extend the Partnership's cable plant into new
service areas, with approximately $32,500 for the upgrade of other cable assets.

                  We are party to a loan agreement with Enstar Finance Company,
LLC, a subsidiary of the Corporate General Partner. The loan agreement provides
for a revolving loan facility of $4,563,000. On November 12, 1999, in connection
with the sale of the Corporate General Partner to Charter, the facility was
reduced to $3,600,000 million. We prepaid $350,000 of our outstanding borrowings
under the facility during 2000 such that total outstanding borrowings were
$700,000 at December 31, 2000. We expect to increase borrowings under the
facility in the future to fund the upgrade of our systems. However, borrowing
capacity and our present cash reserves will be insufficient to fund our entire
upgrade program. Consequently, if our systems are not sold, we will need to rely
on increased cash flow from operations or new sources of financing in order to
meet our future liquidity requirements. There can be no assurance that such cash
flow increases can be attained, or that additional future financing will be
available to us on acceptable terms. If we are not able to attain such cash flow
increases, or obtain new sources of borrowings, we will not be able to complete
our full upgrade program. As a result, the value of our systems will be lower
than that of systems rebuilt to a higher technical standard.

                  Our loan facility matures on August 31, 2001, at which time
all amounts then outstanding are due in full. Borrowings bear interest at the
lender's base rate (9.5% at December 31, 2000) plus 0.625%, or at an offshore
rate (6.8025% at December 31, 2000), plus 1.875%. Under certain circumstances,
we are required to make mandatory prepayments, which permanently reduce the
maximum commitment under the loan facility. The loan facility contains certain
financial tests and other covenants including, among others, restrictions on
incurrence of indebtedness, investments, sales of assets, acquisitions and other
covenants,





                                      -27-
<PAGE>   28




defaults and conditions. We believe that we are in compliance with the covenants
at December 31, 2000. The loan facility does not restrict the payment of
distributions to partners unless an event of default exists thereunder or our
ratio of debt to cash flow is greater than 4 to 1. However, due to the upgrade
program discussed above, the Corporate General Partner believes it is critical
to conserve cash and borrowing capacity and, consequently, has concluded that it
would not be prudent for the Partnership to resume paying distributions at this
time.

                  Beginning in August 1997, the Corporate General Partner
elected to self-insure our cable distribution plant and subscriber connections
against property damage as well as possible business interruptions caused by
such damage. The decision to self-insure was made due to significant increases
in the cost of insurance coverage and decreases in the amount of insurance
coverage available.

                  In October 1998, Falcon Communications, L.P. reinstated third
party insurance coverage for all of the cable television properties owned or
managed by it to cover damage to cable distribution plant and subscriber
connections and against business interruptions resulting from such damage. This
coverage is subject to a significant annual deductible which applies to all of
the cable television properties formerly owned or managed by Falcon
Communications, L.P. through November 12, 1999, and currently managed by
Charter, including those of the Partnership.

                  Approximately 73% of the Partnership's subscribers are served
by its system in Flora, Illinois, and neighboring communities. Significant
damage to the system due to seasonal weather conditions or other events could
have a material adverse effect on the Partnership's liquidity and cash flows.
The Partnership continues to purchase insurance coverage in amounts its
management views as appropriate for all other property, liability, automobile,
workers' compensation and other types of insurable risks.

                  The Partnership's facility in Dyer, Tennessee, is located on
the site of a former gas station. The Partnership is currently performing a
Phase II environmental study to determine the environmental impact of the site.
The Phase II study is expected to be completed in April 2001.

                  2000 VS. 1999

                  Our operating activities provided $1,603,700 more cash in 2000
than in 1999. Changes in receivables and prepaid expenses used $96,000 less cash
in 2000 than in 1999, primarily due to the payment of prepaid expenses. We used
$1,634,100 less cash to pay amounts owed to third-party creditors due to
differences in the timing of payments.

                  We used $2,302,700 more cash in investing activities in 2000
than in the prior year due to an increase of $2,315,300 in expenditures for
capital assets and a decrease of $12,600 for intangible assets. Financing
activities used $145,700 less cash during 2000 than in 1999. We used $50,000
more cash for the repayment of debt and used $195,700 less cash to pay amounts
owed to the Corporate General Partner and other affiliates due to differences in
the timing of payments.

                  1999 VS. 1998

                  Our operating activities provided $38,500 less cash in 1999
than in 1998. Changes in receivables and prepaid expenses used $88,400 more cash
in 1999 than in 1998, primarily due to the payment of prepaid expenses. We used
$135,600 less cash to pay amounts owed to third party creditors due to
differences in the timing of payments.







                                      -28-
<PAGE>   29



                  We used $297,500 more cash in investing activities in 1999
than in the prior year due to an increase of $277,200 in expenditures for
capital assets and $19,800 for intangible assets. Financing activities used
$587,300 less cash during 1999 than in 1998. We used $850,000 less cash for the
repayment of debt and used $265,100 more cash to pay amounts owed to the
Corporate General Partner and other affiliates due to differences in the timing
of payments. We used $2,400 less cash in 1999 than in 1998 for the payment of
deferred loan costs related to our loan facility.

INFLATION

                  Certain of our expenses, such as those for wages and benefits,
equipment repair and replacement, and billing and marketing generally increase
with inflation. However, we do not believe that our financial results have been,
or will be, adversely affected by inflation in a material way, provided that we
are able to increase our service rates periodically, of which there can be no
assurance. See "Legislation and Regulation."

ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  We are exposed to financial market risks, including changes in
interest rates from our long-term debt arrangements. Under our current policies,
we do not use interest rate derivative instruments to manage exposure to
interest rate changes. An increase in interest rates of 1% in 2000 would have
increased our interest expense for the year ended December 31, 2000, by
approximately $8,700 with a corresponding decrease to our net income.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                  The financial statements and related financial information
required to be filed hereunder are indexed on Page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

                  Previously reported in Current Report on Form 8-K, dated July
18, 2000.




                                      -29-
<PAGE>   30



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  The general partners of the Partnership may be considered, for
certain purposes, the functional equivalents of directors and executive
officers. The Corporate General Partner is Enstar Communications Corporation,
and Robert T. Graff, Jr. is the individual general partner. As part of Falcon
Cablevision's September 30, 1988 acquisition of the Corporate General Partner,
Falcon Cablevision received an option to acquire Mr. Graff's interest as
individual general partner of the Partnership and other affiliated cable limited
partnerships that he previously co-sponsored with the Corporate General Partner,
and Mr. Graff received the right to cause Falcon Cablevision to acquire such
interests. These arrangements were modified and extended in an amendment dated
September 10, 1993, pursuant to which, among other things, the Corporate General
Partner obtained the option to acquire Mr. Graff's interest in lieu of the
purchase right described above which was originally granted to Falcon
Cablevision. Since its incorporation in Georgia 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. As of
December 31, 2000, the Corporate General Partner managed cable television
systems with approximately 76,046 basic subscribers.

                  Following the acquisition of the Corporate General Partner in
November 1999 by a Charter Communications-controlled entity, the directors and
executive officers of the Corporate General Partner have been changed to the
persons named below all of whom have their principal employment in a comparable
position with Charter Communications, Inc.:

<TABLE>
<CAPTION>
NAME                         POSITION
----                         --------
<S>                          <C>
Jerald L. Kent               Director, President and Chief Executive Officer

David C. Andersen            Senior Vice President - Communications

David G. Barford             Executive Vice President and Chief Operating Officer

Mary Pat Blake               Senior Vice President - Marketing and Programming

Eric A. Freesmeier           Senior Vice President - Administration

Thomas R. Jokerst            Senior Vice President - Advanced Technology Development

Kent D. Kalkwarf             Executive Vice President and Chief Financial Officer

Ralph G. Kelly               Senior Vice President - Treasurer

David L. McCall              Senior Vice President of Operations - Eastern Division

John C. Pietri               Senior Vice President - Engineering

Michael E. Riddle            Senior Vice President and Chief Information Officer

Steven A. Schumm             Executive Vice President, Assistant to the President

Curtis S. Shaw               Senior Vice President, General Counsel and Secretary

Steven E. Silva              Senior Vice President - Corporate Development and Technology

James (Trey) H. Smith III    Senior Vice President of Operations - Western Division
</TABLE>

                  Except for Mr. Andersen, Mr. Riddle and Mr. Smith, our
executive officers were appointed to their position following our formation in
July 1999, and became employees of Charter Communications, Inc., upon completion
of our initial public offering. Prior to that time, they were employees of
Charter Investment, Inc. All of our executive officers simultaneously serve in
the same capacity with Charter Investment, Inc.



                                      -30-
<PAGE>   31


JERALD L. KENT, 44 Director, President and Chief Executive Officer. Mr Kent
co-founded Charter Communications Investment, Inc. in 1993. Mr. Kent was
executive vice president and chief financial officer of Cencom Cable Associates,
Inc. Mr. Kent, a certified public accountant, attained the position of tax
manager with Arthur Andersen LLP. Mr. Kent received a bachelor's degree and
M.B.A. from Washington University.

DAVID C. ANDERSEN, 51 Senior Vice President - Communications. Prior to joining
Charter Communications, Inc. in May 2000, Mr. Andersen served as Vice President
of Communications for CNBC, the worldwide cable and satellite business news
network subsidiary of NBC. Before that, starting in 1982 when he established
their public relations department, Mr. Andersen served in various management
positions at Cox Communications, Inc., most recently as Vice President of Public
Affairs. Mr. Andersen serves on the Board of KIDSNET, and is a former Chairman
of the National Captioning Institute's Cable Advisory Board. He received a B.S.
degree in Journalism from the University of Kansas.

DAVID G. BARFORD, 42 Executive Vice President and Chief Operating Officer. Prior
to joining Charter Communications Investment, Inc. in 1995, Mr. Barford held
various senior marketing and operating roles during nine years at Comcast Cable
Communications, Inc. He received a B.A. from California State University,
Fullerton, and an M.B.A. from National University.

MARY PAT BLAKE, 45 Senior Vice President - Marketing and Programming. Prior to
joining Charter Communications Investment, Inc. in 1995, Ms. Blake was active in
the emerging business sector and formed Blake Investments, Inc. in 1993. She has
18 years of experience with senior management responsibilities in marketing,
sales, finance, systems, and general management. Ms. Blake received a B.S. from
the University of Minnesota and an M.B.A. from the Harvard Business School.

ERIC A. FREESMEIER, 47 Senior Vice President - Administration. From 1986 until
joining Charter Investment, Inc. in 1998, Mr. Freesmeier served in various
executive management positions at Edison Brothers Stores, Inc. Earlier he held
management and executive positions at Montgomery Ward. Mr. Freesmeier holds
bachelor's degrees from the University of Iowa and a master's degree from
Northwestern University's Kellogg Graduate School of Management.

THOMAS R. JOKERST, 51 Senior Vice President - Advanced Technology Development.
Mr. Jokerst joined Charter Investment, Inc. in 1994. Previously he served as a
vice president of Cable Television Laboratories and as a regional director of
engineering for Continental Cablevision. He is a graduate of Ranken Technical
Institute and of Southern Illinois University.

KENT D. KALKWARF, 41 Executive Vice President and Chief Financial Officer. Prior
to joining Charter Investment, Inc. in 1995, Mr. Kalkwarf was employed for 13
years by Arthur Andersen LLP where he attained the position of senior tax
manager. He has extensive experience in cable, real estate, and international
tax issues. Mr. Kalkwarf has a B.S. from Illinois Wesleyan University and is a
certified public accountant.

RALPH G. KELLY, 44 Senior Vice President - Treasurer. Prior to joining Charter
Investment, Inc. in 1993, Mr. Kelly was controller and then treasurer of Cencom
Cable Associates. He left Charter in 1994, to become chief financial officer of
CableMaxx, Inc., and returned in 1996. Mr. Kelly received his bachelor's degree
in accounting from the University of Missouri - Columbia and his M.B.A. from
Saint Louis University.

DAVID L. MCCALL, 45 Senior Vice President of Operations - Eastern Division.
Prior to joining Charter Investment, Inc. in 1995, Mr. McCall was associated
with Crown Cable and its predecessor company, Cencom Cable Associates, Inc. from
1983 to 1994. Earlier he was system manager of Coaxial Cable Developers. Mr.
McCall has served as a director of the South Carolina Cable Television
Association for the past 10 years.

JOHN C. PIETRI, 51 Senior Vice President - Engineering. Prior to joining Charter
Investment, Inc. in 1998, Mr. Pietri was with Marcus Cable for eight years, most
recently serving as senior vice president and chief technical officer. Earlier
he was in operations with West Marc Communications and Minnesota Utility
Contracting. Mr. Pietri attended the University of Wisconsin-Oshkosh.






                                      -31-
<PAGE>   32



MICHAEL E. RIDDLE, 42 Senior Vice President and Chief Information Officer. Prior
to joining Charter Investment, Inc. in 1999, Mr. Riddle was director, applied
technologies of Cox Communications for four years. Prior to that, he held
technical and management positions during four years at Southwestern Bell and
its subsidiaries. Mr. Riddle attended Fort Hays State University.

STEVEN A. SCHUMM, 48 Executive Vice President and Assistant to the President.
Prior to joining Charter Investment, Inc. in 1998, Mr. Schumm was managing
partner of the St. Louis office of Ernst & Young LLP, where he was a partner for
14 of 24 years. He served as one of 10 members of the firm's National Tax
Committee. Mr. Schumm earned a B.S. degree from Saint Louis University.

CURTIS S. SHAW, 52 Senior Vice President, General Counsel and Secretary. Prior
to joining Charter Investment, Inc. in 1997, Mr. Shaw served as corporate
counsel to NYNEX since 1988. He has over 25 years of experience 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. from Trinity College and a J.D. from Columbia University School
of Law.

STEVEN E. SILVA, 41 Senior Vice President - Corporate Development and
Technology. From 1983 until joining Charter Investment, Inc. in 1995, Mr. Silva
served in various management positions at U.S. Computer Services, Inc. He is a
member of the board of directors of High Speed Access Corp.

JAMES (TREY) H. SMITH, III, 52 Senior Vice President of Operations - Western
Division. Mr. Smith was appointed to his current position in September 2000,
previously serving as a Division President of AT&T Broadband. Before that, he
was President and CEO of Rogers Cablesystems Ltd., Senior Vice President of the
Western Region for MediaOne/Continental Cable and Executive Vice President of
Operations for Times Mirror Cable TV, Inc. He received B.B.A. and M.B.A. degrees
from Georgia State University and is a certified public accountant.

                  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.

ITEM 11. EXECUTIVE COMPENSATION

MANAGEMENT FEE

                  The Partnership has a management agreement with Enstar Cable
Corporation, 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, 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. to provide management services for us and paid Falcon
Communications, L.P. a portion of the management fees it received in
consideration of such services and reimbursed Falcon Communications, L.P. for
expenses incurred by Falcon Communications, L.P. on its behalf. Subsequent to
November 12, 1999, Charter, as successor-by-merger to Falcon Communications,
L.P.,





                                      -32-
<PAGE>   33



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, 2000, Enstar Cable
charged us management fees of approximately $167,100 and reimbursed expenses of
$117,300. We also reimbursed Enstar Cable, Charter and its affiliates
approximately $255,100 for system operating management services. In addition,
programming services were purchased through Charter. We paid Charter
approximately $628,400 for these programming services for fiscal year 2000.

PARTICIPATION IN DISTRIBUTIONS

                  The general partners are entitled to share in distributions
from, and profit and losses in, the Partnership. See Item 5, "Market for
Registrant's Equity Securities and Related Security Holder Matters."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The Partnership believes that no person beneficially owns more
than 5% of the units. The Corporate General Partner is a wholly-owned subsidiary
of Charter Communications Holding Company, LLC. Charter Communications Holding
Company, LLC, through a subsidiary, owns a 100% interest in CC VII. Charter
Communications Holding Company, LLC is beneficially controlled by Paul G. Allen
through his ownership and control of Charter Communications, Inc., Charter
Investment, Inc. and Vulcan Cable III, Inc.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONFLICTS OF INTEREST

                  On November 12, 1999, Charter acquired ownership of Enstar
Communications Corporation from Falcon Holding Group, L.P. and assumed the
management services operations of Falcon Communications, L.P. Charter now
manages the operations of the partnerships of which Enstar Communications
Corporation 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 Communications, L.P.

                  The Partnership and the Joint Ventures rely 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" and Item 7., "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
executive officers of the Corporate General Partner have their personal
employment with Charter Communications, Inc., and, as a result, are involved in
the management of other cable ventures. Charter expects to 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.




                                      -33-
<PAGE>   34


FIDUCIARY RESPONSIBILITY AND INDEMNIFICATION OF THE GENERAL PARTNERS

                  A general partner is accountable to a limited partnership as a
fiduciary and consequently must exercise good faith and integrity in handling
partnership affairs. Where the question has arisen, some courts have held that a
limited partner may institute legal action on his own behalf and on behalf of
all other similarly situated limited partners (a class action) to recover
damages for a breach of fiduciary duty by a general partner, or on behalf of the
Partnership (a partnership derivative action) to recover damages from third
parties. Section 14-9-1001 of the Georgia Revised Uniform Limited Partnership
Act also allows a partner to maintain a partnership derivative action if general
partners with authority to do so have refused to bring the action or if an
effort to cause those general partners to bring the action is not likely to
succeed. Some cases decided by federal courts have recognized the right of a
limited partner to bring such actions under the Securities and Exchange
Commission's Rule-10b-5 for recovery of damages resulting from a breach of
fiduciary duty by a general partner involving fraud, deception or manipulation
in connection with the limited partner's purchase or sale of partnership units.

                  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, the Partnership maintains, at its expense
and in such reasonable amounts as the Corporate General Partner shall determine,
a liability insurance policy which insures the Corporate General Partner,
Charter and its affiliates (which include CC-VII), officers and directors and
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 certain errors, misstatements, misleading
statements, omissions, neglect or breaches of duty. To the extent that the
exculpatory provisions purport to include indemnification for liabilities
arising under the Securities Act of 1933, it is the opinion of the Securities
and Exchange Commission that such indemnification is contrary to public policy
and therefore unenforceable.







                                      -34-
<PAGE>   35



                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


(a)      1. Financial Statements

            Reference is made to the Index to Financial
            Statements on page F-1.

(a)      2. Financial Statement Schedules

            Reference is made to the Index to Financial
            Statements on page F-1.

(a)      3. Exhibits

            Reference is made to the Index to Exhibits
            on Page E-1.

(b)         Reports on Form 8-K

            On December 15, 2000, an 8-K dated December 15, 2000, was filed to
            announce the withdrawal of a Preliminary Consent Statement filed on
            November 17, 2000.







                                      -35-
<PAGE>   36



                                   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, on March
30, 2001.

                             NSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                                        By: Enstar Communications Corporation,
                                            Corporate General Partner

                                            By: /s/ Jerald L. Kent
                                                -----------------------------
                                                Jerald L. Kent
                                                Director, President and
                                                  Chief Executive Officer

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of the
Registrant and in the capacities indicated on the 30th day of March 2001.

<TABLE>
<CAPTION>
  Signatures                      Title(*)
  ----------                      --------
<S>                      <C>

/s/ Jerald L. Kent       Director, President and Chief Executive Officer
--------------------     (Principal Executive Officer)
Jerald L. Kent



/s/ Kent D. Kalkwarf     Executive Vice President and Chief Financial Officer
--------------------     (Principal Financial Officer and
Kent D. Kalkwarf         Principal Accounting Officer)

</TABLE>

(*) Indicates position(s) held with Enstar Communications Corporation, the
Corporate General Partner of the Registrant.





                                      -36-
<PAGE>   37

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                    PAGE
                                                                                    ----
<S>                                                                                <C>
Report of Independent Public Accountants                                             F-2

Balance Sheet as of December 31, 2000                                                F-3

Financial Statements for the year ended December 31, 2000:

   Statement of Operations                                                           F-4

   Statement of Partnership Capital (Deficit)                                        F-5

   Statement of Cash Flows                                                           F-6

Notes to Financial Statements                                                        F-7

Report of Independent Auditors                                                      F-16

Balance Sheet - December 31, 1999                                                   F-17

Financial Statements for each of the two years in the period ended December 31,
1999:

   Statements of Operations                                                         F-18

   Statements of Partnership Capital (Deficit)                                      F-19

   Statements of Cash Flows                                                         F-20

Notes to Financial Statements                                                       F-21
</TABLE>


All schedules have been omitted because they are either not required, not
applicable or the information has otherwise been supplied.



                                      F-1
<PAGE>   38


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Enstar Income/Growth Program Six-A, L.P.:

We have audited the accompanying balance sheet of Enstar Income/Growth Program
Six-A, L.P. (a Georgia Limited Partnership) as of December 31, 2000, and the
related statements of operations, partnership capital (deficit) and cash flows
for the year then ended. 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 audit.

We conducted our audit 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 audit provides 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, 2000, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP



St. Louis, Missouri,
   March 23, 2001





                                      F-2
<PAGE>   39



                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                      BALANCE SHEET AS OF DECEMBER 31, 2000

<TABLE>
<S>                                                                  <C>
                                     ASSETS

ASSETS:
  Cash and cash equivalents                                          $    256,500
  Accounts receivable                                                     108,800
   Prepaid expenses and other assets                                       59,900
  Property, plant and equipment, net                                    4,771,900
  Franchise cost, net of accumulated amortization of $3,125,300           494,100
   Deferred loan costs and other deferred charges, net                     17,600
                                                                     ------------
                                                                     $  5,708,800
                                                                     ============

                 LIABILITIES AND PARTNERSHIP CAPITAL (DEFICIT)

LIABILITIES:
   Accounts payable                                                  $    181,100
   Accrued liabilities                                                    515,600
   Due to affiliates                                                    1,547,200
   Note payable - affiliate                                               700,000
                                                                     ------------
           Total liabilities                                            2,943,900
                                                                     ------------
PARTNERSHIP CAPITAL (DEFICIT):
   General partners                                                      (135,000)
   Limited partners                                                     2,899,900
                                                                     ------------
           Total partnership capital                                    2,764,900
                                                                     ------------
                                                                     $  5,708,800
                                                                     ============
</TABLE>



         The accompanying notes are an integral part of this statement.



                                      F-3
<PAGE>   40


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                             STATEMENT OF OPERATIONS

                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<S>                                                                          <C>
REVENUES                                                                     $  3,342,000
                                                                             ------------
OPERATING EXPENSES:
   Service costs                                                                  978,600
   General and administrative expenses                                            544,600
   General partner management fees and reimbursed expenses                        539,500
   Depreciation and amortization                                                1,079,000
                                                                             ------------
                                                                                3,141,700
                                                                             ------------
           Operating income                                                       200,300
                                                                             ------------

OTHER INCOME (EXPENSE):
   Interest income                                                                 17,900
   Interest expense                                                               (99,100)
   Other                                                                          (27,900)
                                                                             ------------
                                                                                 (109,100)
                                                                             ------------
           Net income                                                        $     91,200
                                                                             ============

NET INCOME ALLOCATED TO GENERAL PARTNERS                                     $        900
                                                                             ============

NET INCOME ALLOCATED TO LIMITED PARTNERS                                     $     90,300
                                                                             ============

NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST                          $       1.13
                                                                             ============
WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS OUTSTANDING DURING
  THE YEAR                                                                         79,818
                                                                             ============
</TABLE>


         The accompanying notes are an integral part of this statement.



                                      F-4
<PAGE>   41


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                   STATEMENT OF PARTNERSHIP CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
                                                          General       Limited
                                                          Partners      Partners       Total
                                                         ----------    ----------   ----------
<S>                                                      <C>           <C>          <C>

PARTNERSHIP CAPITAL (DEFICIT), January 1, 2000           $ (135,900)   $2,809,600   $2,673,700

   Net income                                                   900        90,300       91,200
                                                         ----------    ----------   ----------
PARTNERSHIP CAPITAL (DEFICIT), December 31, 2000         $ (135,000)   $2,899,900   $2,764,900
                                                         ==========    ==========   ==========
</TABLE>


         The accompanying notes are an integral part of this statement.


                                      F-5
<PAGE>   42

                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                             STATEMENT OF CASH FLOWS

                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<S>                                                                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                      $    91,200
   Adjustments to reconcile net income to net cash from operating activities-
     Depreciation and amortization                                                   1,079,000
     Changes in-
       Accounts receivable, prepaid expenses and other assets                           (2,300)
       Accounts payable, accrued liabilities and due to/from affiliates              1,602,200
                                                                                   -----------
           Net cash from operating activities                                        2,770,100
                                                                                   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                             (2,807,700)
   Increase in intangible assets                                                       (31,800)
                                                                                   -----------
            Net cash from investing activities                                      (2,839,500)
                                                                                   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of borrowings from affiliate                                             (350,000)
                                                                                   -----------
           Net cash from financing activities                                         (350,000)
                                                                                   -----------
           Net decrease in cash and cash equivalents                                  (419,400)

CASH AND CASH EQUIVALENTS, beginning of year                                           675,900
                                                                                   -----------
CASH AND CASH EQUIVALENTS, end of year                                             $   256,500
                                                                                   ===========

CASH PAID FOR INTEREST                                                             $        --
                                                                                   ===========
</TABLE>

         The accompanying notes are an integral part of this statement.


                                      F-6
<PAGE>   43


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

                  Enstar Income/Growth Program Six-A, L.P., a Georgia limited
partnership (the "Partnership"), owns and operates cable television systems in
rural areas of Illinois and Tennessee.

                  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, including income taxes of the partners.

CASH AND 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 fair market value. The
Partnership has no cash equivalents at December 31, 2000.

PROPERTY, PLANT AND EQUIPMENT

                  Property, plant and equipment are stated at cost. Direct costs
associated with installations in homes not previously served by cable are
capitalized as part of the cable distribution system, and reconnects are
expensed as incurred. For financial reporting, depreciation is computed using
the straight-line method over the following estimated useful lives:

<TABLE>
<S>                                                       <C>
                 Cable distribution systems                  5-15 years
                 Vehicles                                       3 years
                 Furniture and equipment                      5-7 years
                 Leasehold improvements                   Life of lease
</TABLE>

FRANCHISE COST

                  Costs incurred in obtaining and renewing cable franchises are
deferred and amortized over the lives of the franchises. Costs relating to
unsuccessful franchise applications are charged to expense when it is determined
that the efforts to obtain the franchise will not be successful. 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. The period of up to 15 years is
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.

                  As of December 31, 2000, the franchise agreements have
expired in seven of the Partnership's franchise areas where it serves 2,521
basic subscribers. The Partnership continues to serve these customers while it
is in negotiations to extend the franchise agreements and continues to pay
franchise fees to the franchising authorities.

DEFERRED FINANCING COSTS AND OTHER DEFERRED CHARGES

                  Costs related to borrowings are deferred and amortized using
the straight-line method over the terms of the related borrowings. As of
December 31, 2000, other assets include $17,600 of deferred financing costs, net
of accumulated amortization of $59,200. Other deferred charges are amortized
using the straight-line method over two years.


                                      F-7
<PAGE>   44


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

IMPAIRMENT OF ASSETS

                  If facts and circumstances suggest that a long-lived asset may
be impaired, the carrying value is reviewed. If a review indicates that the
carrying value of such asset is not recoverable based on projected undiscounted
net cash flows related to the asset over its remaining life, the carrying value
of such asset is reduced to its estimated fair value.

REVENUES

                  Cable television revenues from basic and premium services are
recognized when the related services are provided.

                  Installation revenues are recognized to the extent of direct
selling costs incurred. The remainder, if any, is 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, 2000, no installation revenue
has been deferred, as direct selling costs have exceeded installation revenue.

                  Local governmental authorities impose franchise fees on the
Partnership ranging up to a federally mandated maximum of 5.0% 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.

ADVERTISING COSTS

                  The Partnership expenses all advertising costs as incurred.

INCOME TAXES

                  As a partnership, Enstar Income/Growth Program Six-A, L.P.
pays no 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, 2000, the book basis of the Partnership's net
assets exceeds its tax basis by approximately $1,766,500.

                  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 year ended December 31, 2000, in the financial statements is
approximately $426,800 less than tax income for the same period. The difference
is principally due to timing differences in depreciation and amortization and
depreciation expense.



                                      F-8
<PAGE>   45


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET INCOME (LOSS) PER UNIT OF LIMITED PARTNERSHIP INTEREST

                  Net income (loss) per unit of limited partnership interest is
based on the average number of units outstanding during the periods presented.
For this purpose, net income (loss) has been allocated 99% to the limited
partners and 1% to the general partners. 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.

SEGMENTS

                  The Partnership has one segment, cable services.

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
reported 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. Actual results could differ
from those estimates.

NOTE 2 - PARTNERSHIP MATTERS

                  The Partnership was formed on September 23, 1987 to acquire,
construct, improve, develop and operate cable television systems in various
locations in the United States. The partnership agreement provides 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 September 30, 1988, Falcon Cablevision, a California
limited partnership, purchased all of the outstanding capital stock of the
Corporate General Partner. On September 30, 1998, Falcon Holding Group, L.P.
("FHGLP") acquired ownership of the Corporate General Partner from Falcon
Cablevision. Simultaneously with the closing of that transaction, FHGLP
contributed all of its existing cable television system operations to Falcon
Communications, L.P. ("FCLP"), a California limited partnership and successor to
FHGLP. FHGLP served as the managing partner of FCLP, and the general partner of
FHGLP was Falcon Holding Group, Inc., a California corporation ("FHGI"). On
November 12, 1999, Charter Communications Holding Company, LLC, ("Charter"),
acquired the ownership of FCLP and the Corporate General Partner. The Corporate
General Partner, Charter and affiliated companies are responsible for the
day-to-day management of the Partnership and its operations.


                                       F-9
<PAGE>   46


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - PARTNERSHIP MATTERS (CONTINUED)

                  The Partnership was formed with an initial capital
contribution of $1,100 comprising $1,000 from the Corporate General Partner and
$100 from the initial limited partner. Sale of interests in the Partnership
began in January 1988, and the initial closing took place in February 1988. The
Partnership continued to raise capital until $20,000,000 (the maximum) was sold
by November 1988. The Partnership began its cable television business operations
in January 1989 with the acquisition of its first cable television property.

                  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 amended 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 only 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.

                  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 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 amended partnership agreement limits the amount of debt
the Partnership may incur.

NOTE 3 - SALE OF PARTNERSHIP ASSETS

                  In accordance with the partnership agreement, the Corporate
General Partner has implemented a plan for liquidating the Partnership. On June
21, 2000 (as amended on September 29, 2000), the Partnership, together with
certain affiliates (collectively, the "Sellers"), entered into a purchase and
sale agreement (the "Gans I Agreement") with Multimedia Acquisition Corp., an
affiliate of Gans Multimedia Partnership (the "Purchaser"). The Gans I Agreement
provides for the Purchaser to acquire the assets comprising the Partnership's
cable system serving Dyer, Tennessee, as well as certain assets of other


                                      F-10
<PAGE>   47
                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                         NOTES TO FINANCIAL STATEMENTS


NOTE 3 - SALE OF PARTNERSHIP ASSETS (CONTINUED)

affiliates. The aggregate purchase price payable to the Sellers pursuant to the
Gans I Agreement is $27,621,500 in cash (subject to normal closing adjustments).
Of that amount, $3,972,157 (subject to normal closing adjustments) is payable to
the Partnership. The allocation of the purchase price among each of the Sellers
was assigned by the Purchaser for each of the systems.

                  On August 8, 2000 (as amended on September 29, 2000), the
Partnership, together with certain affiliates (collectively, the "Selling
Affiliates") entered into a purchase and sale agreement (the "Gans II
Agreement") with Multimedia Acquisition Corp., an affiliate of Gans Multimedia
Partnership (the "Buyer"). The Gans II Agreement provides for the Buyer to
acquire the assets comprising the Partnership's cable system serving Flora,
Illinois, as well as certain assets of other affiliates. The aggregate purchase
price payable to the Selling Affiliates pursuant to the Gans II Agreement is
$95,574,600 in cash (subject to normal closing adjustments). Of that amount,
$12,444,000 (subject to normal closing adjustments) is payable to the
Partnership. The allocation of the purchase price among each of the Selling
Affiliates was assigned by the Buyer for each of the systems.

                  Both of these purchase and sale agreements are subject to
numerous closing conditions, including without limitation: (a) receipt of the
necessary governmental consents to transfer franchises covering an aggregate of
90% of the subscribers to be sold; (b) receipt of certain other material
consents and approvals required for the consummation of the sale; (c) receipt of
the necessary approvals of the limited partners and (d) other standard closing
conditions. With respect to clause (c) above, completion of the transaction is
contingent on the limited partners of the Partnership and the other selling
affiliates voting to approve the sale. Furthermore, the Partnership is
currently negotiating additional amendments to the purchase and sale agreements
with the Purchaser. Accordingly, there can be no assurance that the sale will
close.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

                  Property, plant and equipment consists of the following at
December 31, 2000:

<TABLE>
<S>                                    <C>
Cable distribution systems             $ 11,089,400
Land and improvements                        86,600
Vehicles, furniture and equipment           490,900
                                       ------------
                                         11,666,900

Less-  Accumulated depreciation          (6,895,000)
                                       ------------
                                       $  4,771,900
                                       ============
</TABLE>

                  Depreciation expense for the year ended December 31, 2000, was
$803,400.



                                      F-11
<PAGE>   48


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - CREDIT FACILITY

                  The Partnership is party to a loan agreement with Enstar
Finance Company, LLC ("EFC"), a subsidiary of the Corporate General Partner. The
loan agreement provided for a revolving loan facility of $3,600,000. Total
outstanding borrowings were $700,000 at December 31, 2000.

                  The Partnership's facility matures on August 31, 2001, at
which time all amounts then outstanding are due in full. Borrowings bear
interest at the lender's base rate (9.5% at December 31, 2000) plus 0.625%, or
at an offshore rate (6.8025% at December 31, 2000) plus 1.875%. Under certain
circumstances, the Partnership is required to make mandatory prepayments, which
permanently reduce the maximum commitment under the facility. Borrowings under
the Partnership's facility are collateralized by substantially all assets of the
Partnership. The facility contains certain financial tests and other covenants
including, among others, restrictions on incurrence of indebtedness,
investments, sales of assets, acquisitions and other covenants, defaults and
conditions. The facility does not restrict the payment of distributions to
partners unless an event of default exists thereunder or the Partnership's ratio
of debt to cash flow is greater than 4 to 1. The Partnership was in compliance
with the covenants at December 31, 2000.

NOTE 6 - 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 financial position
or result of operations.

REGULATION IN THE CABLE TELEVISION INDUSTRY

                  The cable television industry is subject to extensive
regulation at the federal, local and, in some instances, state levels. The Cable
Communications Policy Act of 1984 (the "1984 Cable Act"), the Cable Television
Consumer Protection and Competition Act of 1992 (the "1992 Cable Act" and
together with the 1984 Cable Act, the "Cable Acts"), and the Telecommunications
Act of 1996 (the "1996 Telecom Act"), establish a national policy to guide the
development and regulation of cable television systems. The Federal
Communications Commission (FCC) has principal responsibility for implementing
the policies of the Cable Acts. Many aspects of such regulation are currently
the subject of judicial proceedings and administrative or legislative proposals.
Legislation and regulations continue to change, and the Partnership cannot
predict the impact of future developments on the cable television industry.




                                      F-12
<PAGE>   49


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  The 1992 Cable Act and the FCC's rules implementing that act
generally have increased the administrative and operational expenses of cable
television systems and have resulted in additional regulatory oversight by the
FCC and local or state franchise authorities. The Cable Acts and the
corresponding FCC regulations have established rate regulations.

                  The 1992 Cable Act permits certified local franchising
authorities to order refunds of basic service tier rates paid in the previous
12-month period determined to be in excess of the maximum permitted rates.
During 2000, the amounts refunded by the Partnership have been insignificant.
The Partnership may be required to refund additional amounts in the future.

                  The Partnership believes that it has complied in all material
respects with the provisions of the 1992 Cable Act, including the rate setting
provisions promulgated by the FCC. However, in jurisdictions that have chosen
not to certify, refunds covering the previous 12-month period may be ordered
upon certification if the Partnership is unable to justify its basic rates. As
of December 31, 2000, approximately 1% of the Partnership's local franchising
authorities are certified to regulate basic tier rates. The Partnership is
unable to estimate at this time the amount of refunds, if any, that may be
payable by the Partnership in the event certain of its rates are successfully
challenged by franchising authorities or found to be unreasonable by the FCC.
The Partnership does not believe that the amount of any such refunds would have
a material adverse effect on the financial position or result of operations of
the Partnership.

                  The 1996 Telecom Act, among other things, immediately
deregulated the rates for certain small cable operators and in certain limited
circumstances rates on the basic service tier, and as of March 31, 1999,
deregulated rates on the cable programming service tier (CPST). The FCC has
taken the position that it will still adjudicate pending CPST complaints but
will strictly limit its review, and possible refund orders, to the time period
predating the sunset date, March 31, 1999. The Partnership does not believe any
adjudication regarding their pre-sunset complaints will have a material adverse
effect on the Partnership's financial position or results of operations.

                  A number of states subject cable television systems to the
jurisdiction of centralized state governmental agencies, some of which impose
regulation of a character similar to that of a public utility. State
governmental agencies are required to follow FCC rules when prescribing rate
regulation, and thus, state regulation of cable television rates is not allowed
to be more restrictive than the federal or local regulation.

INSURANCE

                  The Partnership has third party insurance coverage for all of
the cable television properties to cover damage to cable distribution plant and
subscriber connections and against business interruptions resulting from such
damage. This coverage is subject to a significant annual deductible which
applies to all of the cable television properties, including the Partnership.


                                      F-13
<PAGE>   50


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  Approximately 73% of the Partnership's subscribers are served
by its system in Flora, Illinois, and neighboring communities. Significant
damage to the system due to seasonal weather conditions or other events could
have a material adverse effect on the Partnership's liquidity and cash flows.
The Partnership continues to purchase insurance coverage in amounts its
management views as appropriate for all other property, liability, automobile,
workers' compensation and other types of insurable risks.

ENVIRONMENTAL LIABILITY

                  The Partnership's facility in Dyer, Tennessee, is located on
the site of a former gas station. The Partnership is currently performing a
Phase II environmental study to determine the environmental impact of the site.
The Phase II study is expected to be completed in April 2001. The Partnership's
environmental liability cannot be determined at this time.

NOTE 7 - EMPLOYEE BENEFIT PLAN

                  The Partnership participates in a cash or deferred profit
sharing plan (the "Profit Sharing Plan") sponsored by a subsidiary of the
Corporate General Partner, which covers substantially all of its employees. The
Profit Sharing Plan provides 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. Effective
January 1, 1999, the Profit Sharing Plan was amended, whereby the Partnership
would make an employer contribution equal to 100% of the first 3% and 50% of the
next 2% of the participants' contributions. Contributions of $1,700 were made
during 2000.

NOTE 8 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

                  The Partnership has a management and service agreement (the
"Management Agreement") with Enstar Cable Corporation (the "Manager"), a wholly
owned subsidiary of the Corporate General Partner, for a monthly management fee
of 5% of gross revenues to the Manager excluding revenues from the sale of cable
television systems or franchises. Management fee expense was $167,100 for the
year ended December 31, 2000. Management fees are non-interest bearing.

                  In addition to the monthly management fee, the Partnership
reimburses the Manager for direct expenses incurred on behalf of the
Partnership, and for the Partnership's allocable share of operational costs
associated with services provided by the Manager. 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 approximated $372,400.

                  Substantially all programming services have been purchased
through Charter. Charter charges the Partnership for these costs based on its
costs. The Partnership recorded programming fee expense of $628,400. Programming
fees are included in service costs in the statement of operations.



                                      F-14
<PAGE>   51


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 9 - RECENTLY ISSUED ACCOUNTING STANDARDS

              Statement of Financial Accounting Standards Board (SFAS) No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS
137, Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement No. 133, and SFAS 138, Accounting for
Certain Derivative Instruments and Certain Hedging Activities, is effective for
the Partnership as of January 1, 2001. SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value and
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting. The Partnership has no derivative instruments.
Adoption of these new accounting standards did not impact the financial
statements of the Partnership.




                                      F-15
<PAGE>   52




                         REPORT OF INDEPENDENT AUDITORS

To the Partners of
Enstar Income/Growth Program Six-A, L.P. (A Georgia Limited Partnership):


We have audited the accompanying balance sheet of Enstar Income/Growth Program
Six-A, L.P. (A Georgia Limited Partnership) as of December 31, 1999, and the
related statements of operations, partnership capital (deficit), and cash flows
for each of the two years in the period ended December 31, 1999. 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. at December 31, 1999, and the results of its operations and its cash
flows for each of the two years in the period then ended in conformity with
accounting principles generally accepted in the United States.

                                           /s/ ERNST & YOUNG LLP



Los Angeles, California,
   March 24, 2000




                                      F-16
<PAGE>   53



                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                     BALANCE SHEET - AS OF DECEMBER 31, 1999

<TABLE>
<S>                                                                                     <C>
ASSETS:
  Cash and cash equivalents                                                             $   675,900
  Accounts receivable, less allowance of $2,300 for possible losses                          46,500
   Prepaid expenses and other assets                                                        119,900
  Property, plant and equipment, less accumulated depreciation and amortization           2,767,600
  Franchise cost, net of accumulated amortization of $2,871,500                             722,900
   Deferred loan costs and other deferred charges, net                                       32,600
                                                                                        -----------
                                                                                        $ 4,365,400
                                                                                        ===========

                                LIABILITIES AND PARTNERSHIP CAPITAL

LIABILITIES:

   Accounts payable                                                                         260,800
   Due to affiliates                                                                        380,900
   Note payable - affiliate                                                               1,050,000
                                                                                        -----------
           Total liabilities                                                              1,691,700
                                                                                        -----------

COMMITMENTS AND CONTINGENCIES

PARTNERSHIP CAPITAL (DEFICIT):
   General partners                                                                        (135,900)
   Limited partners                                                                       2,809,600
                                                                                        -----------
           Total partnership capital                                                      2,673,700
                                                                                        -----------
                                                                                        $ 4,365,400
                                                                                        ===========
</TABLE>


                 See accompanying notes to financial statements.

                                      F-17
<PAGE>   54


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Year Ended December 31
                                                              ----------------------------
                                                                  1998            1999
                                                              ------------    ------------
<S>                                                           <C>             <C>

REVENUES                                                      $  3,630,300    $  3,463,300
                                                              ------------    ------------
OPERATING EXPENSES:
   Service costs                                                 1,125,800       1,126,300
   General and administrative expenses                             432,800         474,800
   General Partner management fees and reimbursed expenses         522,500         455,500
   Depreciation and amortization                                   837,900       1,025,300
                                                              ------------    ------------
                                                                 2,919,000       3,081,900
                                                              ------------    ------------
           Operating income                                        711,300         381,400
                                                              ------------    ------------
OTHER INCOME (EXPENSE):
   Interest expense                                               (214,900)       (149,900)
   Interest income                                                  31,000          22,700
   Gain on sale of cable assets                                        500              --
                                                              ------------    ------------
                                                                  (183,400)       (127,200)
                                                              ------------    ------------
           Net income                                         $    527,900    $    254,200
                                                              ============    ============

NET INCOME ALLOCATED TO GENERAL PARTNERS                      $      5,300    $      2,500
                                                              ============    ============

NET INCOME ALLOCATED TO LIMITED PARTNERS                      $    522,600    $    251,700
                                                              ============    ============

NET INCOME PER UNIT OF LIMITED PARTNERSHIP INTEREST           $       6.55    $       3.15
                                                              ============    ============
WEIGHTED AVERAGE LIMITED PARTNERSHIP UNITS
    OUTSTANDING DURING THE YEAR                                     79,818          79,818
                                                              ============    ============
</TABLE>



                 See accompanying notes to financial statements.

                                      F-18
<PAGE>   55


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                   STATEMENTS OF PARTNERSHIP CAPITAL (DEFICIT)

<TABLE>
<CAPTION>
                                                      General       Limited
                                                      Partners      Partners      Total
                                                     ----------    ----------   ----------
<S>                                                  <C>           <C>          <C>

PARTNERSHIP CAPITAL (DEFICIT), January 1, 1998       $ (143,700)   $2,035,300   $1,891,600

   Net income for year                                    5,300       522,600      527,900
                                                     ----------    ----------   ----------
PARTNERSHIP CAPITAL (DEFICIT),December 31, 1998        (138,400)    2,557,900    2,419,500

   Net income for year                                    2,500       251,700      254,200
                                                     ----------    ----------   ----------
PARTNERSHIP CAPITAL (DEFICIT),December 31, 1999      $ (135,900)   $2,809,600   $2,673,700
                                                     ==========    ==========   ==========
</TABLE>



                 See accompanying notes to financial statements.

                                      F-19
<PAGE>   56


                     ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                             Year Ended December 31
                                                                                          ----------------------------
                                                                                              1998            1999
                                                                                          ------------    ------------
<S>                                                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                             $    527,900    $    254,200
   Adjustments to reconcile net income to net cash provided by operating
     activities-
       Depreciation and amortization                                                           837,900       1,025,300
       Amortization of deferred loan costs                                                      17,000          17,100
       Gain on sale of cable assets                                                               (500)             --
       Decrease from changes in-
         Accounts receivable, prepaid expenses and other assets                                 (9,900)        (98,300)
         Accounts payable                                                                     (167,500)        (31,900)
                                                                                          ------------    ------------
           Net cash provided by operating activities                                         1,204,900       1,166,400
                                                                                          ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                       (215,200)       (492,400)
   Increase in intangible assets                                                               (24,600)        (44,400)
   Proceeds from sale of property, plant and equipment                                             500              --
                                                                                          ------------    ------------
            Net cash used in investing activities                                             (239,300)       (536,800)
                                                                                          ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of borrowings from affiliate                                                   (1,150,000)       (300,000)
   Deferred loan costs                                                                          (2,400)             --
   Due to affiliates                                                                            69,400        (195,700)
                                                                                          ------------    ------------
           Net cash used in financing activities                                            (1,083,000)       (495,700)
                                                                                          ------------    ------------
           Net increase (decrease) in cash and cash equivalents                               (117,400)        133,900

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                 659,400         542,000
                                                                                          ------------    ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                                  $    542,000    $    675,900
                                                                                          ============    ============
</TABLE>


                 See accompanying notes to financial statements.


                                      F-20
<PAGE>   57


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

FORM OF PRESENTATION

                  Enstar Income/Growth Program Six-A, L.P., a Georgia limited
partnership (the "Partnership"), owns and operates cable television systems in
rural areas of Illinois and Tennessee.

                  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, including income taxes of the partners.

CASH EQUIVALENTS

                  For purposes of the statements of cash flows, the Partnership
considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.

                  Cash equivalents at December 31, 1999, include $5,000 of
short-term investments in certificates of deposit.

PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION AND AMORTIZATION

                  Property, plant and equipment are stated at cost. Direct costs
associated with installations in homes not previously served by cable are
capitalized as part of the distribution system, and reconnects are expensed as
incurred. For financial reporting, depreciation and amortization is computed
using the straight-line method over the following estimated useful lives:

<TABLE>
<S>                                                     <C>
                 Cable television systems                    5-15 years
                 Vehicles                                       3 years
                 Furniture and equipment                      5-7 years
                 Leasehold improvements                   Life of lease
</TABLE>

                  In 1998, the Partnership revised the estimated useful life of
its existing plant assets in an Illinois franchise area from 15 years to
approximately 11.3 years. The Partnership implemented the reduction as a result
of a system upgrade that is required to be completed by June 2000 as provided
for in the franchise agreement. The impact of this change in the life of the
assets was to increase depreciation expense by approximately $16,700 in 1999.

FRANCHISE COST

                  The excess of cost over the fair values of tangible assets and
customer lists of cable television systems acquired represents the cost of
franchises. In addition, franchise cost includes capitalized costs incurred in
obtaining new franchises and the renewal of existing franchises. These costs are
amortized using the straight-line method over the lives of the franchises,
ranging up to 15 years. The Partnership periodically evaluates the amortization
periods of these intangible assets to determine whether events or circumstances
warrant revised estimates of useful lives. Costs relating to unsuccessful
franchise applications are charged to


                                      F-21
<PAGE>   58


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

expense when it is determined that the efforts to obtain the franchise will not
be successful. The Partnership is in the process of negotiating the renewal of
expired franchise agreements for seven of the Partnership's 16 franchises, which
include approximately 32% of the Partnership's basic subscribers at December 31,
1999.

DEFERRED LOAN COSTS AND OTHER DEFERRED CHARGES

                  Costs related to obtaining new loan agreements are capitalized
and amortized to interest expense over the life of the related loan. Other
deferred charges are amortized using the straight-line method over two years.

RECOVERABILITY OF ASSETS

                  The Partnership assesses on an ongoing basis the
recoverability of intangible and capitalized plant assets based on estimates of
future undiscounted cash flows compared to net book value. If the future
undiscounted cash flow estimate were less than net book value, net book value
would then be reduced to estimated fair value, which would generally approximate
discounted cash flows. The Partnership also evaluates the amortization periods
of assets, including franchise costs and other intangible assets, to determine
whether events or circumstances warrant revised estimates of useful lives.

REVENUE RECOGNITION

                  Revenues from customer fees, equipment rental and advertising
are recognized in the period that services are delivered. Installation revenue
is recognized in the period the installation services are provided to the extent
of direct selling costs. Any remaining amount is deferred and recognized over
the estimated average period that customers are expected to remain connected to
the cable television system.

INCOME TAXES

                  As a partnership, Enstar Income/Growth Program Six-A, L.P.
pays no 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. At December 31, 1999, the book basis of the Partnership's net assets
exceeds its tax basis by $2,070,600.

                  The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, 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 1999 in the
financial statements is $188,600 as compared to its tax loss of $340,100 for the
same period. The difference is principally due to timing differences in
depreciation and amortization and depreciation expense.

ADVERTISING COSTS

                  All advertising costs are expensed as incurred.



                                      F-22
<PAGE>   59


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

EARNINGS PER UNIT OF LIMITED PARTNERSHIP INTEREST

                  Earnings and losses have been allocated 99% to the limited
partners and 1% to the general partners. Earnings and losses per unit of limited
partnership interest are based on the weighted average number of units
outstanding during the year. 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
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

NOTE 2 - PARTNERSHIP MATTERS

                  The Partnership was formed on September 23, 1987 to acquire,
construct, improve, develop and operate cable television systems in various
locations in the United States. The partnership agreement provides 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 September 30, 1998, Falcon Holding Group, L.P. ("FHGLP")
acquired ownership of the Corporate General Partner from Falcon Cablevision.
Simultaneously with the closing of that transaction, FHGLP contributed all of
its existing cable television system operations to Falcon Communications, L.P.
("FCLP"), a California limited partnership and successor to FHGLP. FHGLP served
as the managing partner of FCLP, and the general partner of FHGLP was Falcon
Holding Group, Inc., a California corporation ("FHGI"). On November 12, 1999,
Charter Communications Holding Company, LLC, ("Charter"), acquired the ownership
of FCLP and the Corporate General Partner. The Corporate General Partner,
Charter and affiliated companies are responsible for the day-to-day management
of the Partnership and its operations.

                  The Partnership was formed with an initial capital
contribution of $1,100 comprising $1,000 from the Corporate General Partner and
$100 from the initial limited partner. Sale of interests in the Partnership
began in January 1988, and the initial closing took place in February 1988. The
Partnership continued to raise capital until $20,000,000 (the maximum) was sold
by November 1988. The Partnership began its cable television business operations
in January 1989 with the acquisition of its first cable television property.

                  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 amended 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 only 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



                                      F-23
<PAGE>   60


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - PARTNERSHIP MATTERS (CONTINUED)

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.

                  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 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 amended partnership agreement limits the amount of debt
the Partnership may incur.

NOTE 3 - POTENTIAL SALE OF PARTNERSHIP ASSETS

                  In accordance with the partnership agreement, the Corporate
General Partner has implemented a plan for liquidating the Partnership. In
connection with that strategy, the Corporate General Partner has entered into an
agreement with a cable broker to market the Partnership's cable systems to third
parties. Should the Partnership receive offers from third parties for such
assets, the Corporate General Partner will prepare a proxy for submission to the
limited partners for the purpose of approving or disapproving such sale. Should
such a sale be approved, the Corporate General Partner will proceed to liquidate
the Partnership following the settlement of its final liabilities. The Corporate
General Partner can give no assurance, however, that it will be able to generate
a sale of the Partnership's cable assets. The financial statements do not
reflect any adjustments that may result from the outcome of this uncertainty.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

                  As of December 31, 1999, property, plant and equipment
consisted of:

<TABLE>
<S>                                                                 <C>
Cable television systems                                            $  8,317,600
Vehicles, furniture and equipment, and leasehold improvements            571,000
                                                                    ------------
                                                                       8,888,600

Less accumulated depreciation and amortization                        (6,121,000)
                                                                    ------------
                                                                    $  2,767,600
                                                                    ============
</TABLE>


                                      F-24
<PAGE>   61


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The following methods and assumptions were used to estimate
the fair value of each class of financial instruments for which it is
practicable to estimate that value:

Cash and Cash Equivalents

                  The carrying amount approximates fair value due to the short
maturity of those instruments.

Note Payable - Affiliate

                  The carrying amount approximates fair value due to the
variable rate nature of the note payable.

NOTE 6 - NOTE PAYABLE - AFFILIATE

                  The Partnership is party to a loan agreement with Enstar
Finance Company, LLC ("EFC"), a subsidiary of the Corporate General Partner. The
loan agreement provided for a revolving loan facility of $4,563,000 (the
"Facility"). Total outstanding borrowings were $1,050,000 at December 31, 1999.
On November 12, 1999, in connection with the sale of the Corporate General
Partner to Charter, the Facility was reduced to $3.6 million.

                  The Partnership's Facility matures on August 31, 2001, at
which time all amounts then outstanding are due in full. Borrowings bear
interest at the lender's base rate (8.5% at December 31, 1999) plus 0.625%, or
at an offshore rate plus 1.875%. Under certain circumstances, the Partnership is
required to make mandatory prepayments, which permanently reduce the maximum
commitment under the Facility. Borrowings under the Partnership's Facility are
collateralized by substantially all assets of the Partnership. The Facility
contains certain financial tests and other covenants including, among others,
restrictions on incurrence of indebtedness, investments, sales of assets,
acquisitions and other covenants, defaults and conditions. The Facility does not
restrict the payment of distributions to partners unless an event of default
exists thereunder or the Partnership's ratio of debt to cash flow is greater
than 4 to 1. The Partnership believes it was in compliance with the covenants at
December 31, 1999.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

                  The Partnership leases buildings and tower sites associated
with its systems under operating leases expiring in various years through 2008.


                                      F-25
<PAGE>   62


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  Future minimum rental payments under non-cancelable operating
leases that have remaining terms in excess of one year as of December 31, 1999,
are as follows:

<TABLE>
<CAPTION>
Year                               Amount
----                             ----------
<S>                              <C>

2000                             $    3,900
2001                                  4,000
2002                                  4,100
2003                                  4,100
2004                                  1,200
Thereafter                            4,800
                                 ----------
                                 $   22,100
                                 ==========
</TABLE>

                  Rentals, other than pole rentals, charged to operations
approximated $17,900 and $15,900 in 1998 and 1999, respectively. Pole rentals
approximated $42,300 and $35,900 in 1998 and 1999, respectively.

                  Other commitments include approximately $2.5 million at
December 31, 1999, to upgrade the Partnership's Salem, Illinois System by June
2000.

                  The Partnership is subject to regulation by various federal,
state and local government entities. The Cable Television Consumer Protection
and Competition Act of 1992 (the "1992 Cable Act") provides for, among other
things, federal and local regulation of rates charged for basic cable service,
cable programming service tiers ("CPSTs") and equipment and installation
services. Regulations issued in 1993 and significantly amended in 1994 by the
Federal Communications Commission (the "FCC") have resulted in changes in the
rates charged for the Partnership's cable services. The Partnership believes
that compliance with the 1992 Cable Act has had a significant negative impact on
its operations and cash flow.

                  It also believes that any potential future liabilities for
refund claims or other related actions would not be material. The
Telecommunications Act of 1996 (the "1996 Telecom Act") was signed into law on
February 8, 1996. As it pertains to cable television, the 1996 Telecom Act,
among other things, (i) ends the regulation of certain CPSTs in 1999; (ii)
expands the definition of effective competition, the existence of which
displaces rate regulation; (iii) eliminates the restriction against the
ownership and operation of cable systems by telephone companies within their
local exchange service areas; and (iv) liberalizes certain of the FCC's
cross-ownership restrictions.

                  Beginning in August 1997, the Corporate General Partner
elected to self-insure the Partnership's cable distribution plant and subscriber
connections against property damage as well as possible business interruptions
caused by such damage. The decision to self-insure was made due to significant
increases in the cost of insurance coverage and decreases in the amount of
insurance coverage available.



                                      F-26
<PAGE>   63


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

                  In October 1998, FCLP reinstated third party insurance
coverage for all of the cable television properties owned or managed by FCLP to
cover damage to cable distribution plant and subscriber connections and against
business interruptions resulting from such damage. This coverage is subject to a
significant annual deductible which applies to all of the cable television
properties formerly owned or managed by FCLP through November 12, 1999, and
currently managed by Charter, including the Partnership.

                  Approximately 73% of the Partnership's subscribers are served
by its system in Flora, Illinois, and neighboring communities. Significant
damage to the system due to seasonal weather conditions or other events could
have a material adverse effect on the Partnership's liquidity and cash flows.
The Partnership continues to purchase insurance coverage in amounts its
management views as appropriate for all other property, liability, automobile,
workers' compensation and other types of insurable risks.

                  In the state of Illinois, customers have filed a punitive
class action lawsuit on behalf of all persons residing in the state who are or
were customers of the Partnership's cable television service, and who have been
charged a fee for delinquent payment of their cable bill. The action challenges
the legality of the processing fee and seeks declaratory judgment, injunctive
relief and unspecified damages. At present, the Partnership is not able to
project the outcome of the action. Approximately 73% of the Partnership's basic
subscribers reside in Illinois where the claim has been filed.

NOTE 8 - EMPLOYEE BENEFIT PLAN

                  The Partnership participates in a cash or deferred profit
sharing plan (the "Profit Sharing Plan") sponsored by a subsidiary of the
Corporate General Partner, which covers substantially all of its employees. The
Profit Sharing Plan provides 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. Prior to
1999, the Partnership's contribution to the Profit Sharing Plan, as determined
by management, was discretionary but could not exceed 15% of the annual
aggregate compensation (as defined) paid to all participating employees.
Effective January 1, 1999, the Profit Sharing Plan was amended, whereby the
Partnership would make an employer contribution equal to 100% of the first 3%
and 50% of the next 2% of the participants' contributions. Contributions of
$4,000 were made during 1999.

NOTE 9 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES

                  The Partnership has a management and service agreement with a
wholly owned subsidiary of the Corporate General Partner (the "Manager") for a
monthly management fee of 5% of gross receipts, as defined, from the operations
of the Partnership. Management fee expense was $181,500 and $173,200 in 1998 and
1999, respectively.

                  In addition to the monthly management fee, the Partnership
reimburses the Manager for direct expenses incurred on behalf of the
Partnership, and for the Partnership's allocable share of operational costs
associated with services provided by the Manager. All cable television
properties managed by the Corporate General Partner and its subsidiaries are
charged a proportionate share of these expenses. Charter and its affiliates
provide management services for the Partnership. Such services were provided by
FCLP and its


                                      F-27
<PAGE>   64


                    ENSTAR INCOME/GROWTH PROGRAM SIX-A, L.P.

                          NOTES TO FINANCIAL STATEMENTS



NOTE 9 - TRANSACTIONS WITH THE GENERAL PARTNERS AND AFFILIATES (CONTINUED)

affiliates prior to November 12, 1999. Corporate office allocations and district
office expenses are charged to the properties served based primarily on the
respective percentage of basic customers served within the designated service
areas. The total amount charged to the Partnership for these services
approximated $341,000 and $282,300 in 1998 and 1999, respectively.

                  On June 30, 1997, the Corporate General Partner and an
affiliate formed EFC. The Corporate General Partner contributed a $269,300
receivable balance due from the Partnership for deferred management fees and
reimbursed expenses as an equity contribution to EFC. This balance remains an
outstanding obligation of the Partnership. In the normal course of business, the
Partnership pays interest and principal to EFC.

                  The Partnership also receives certain system operating
management services from an affiliate of the Corporate General Partner in
addition to the Manager. The Partnership reimburses the affiliate for its
allocable share of the affiliate's operational costs. The total amount charged
to the Partnership for these costs approximated $15,600 and $20,900 in 1998 and
1999, respectively. No management fee is payable to the affiliate by the
Partnership and there is no duplication of reimbursed expenses and costs paid to
the Manager.

                  Substantially all programming services had been purchased
through FCLP, and since November 12, 1999, have been purchased through Charter.
FCLP charged the Partnership for these costs based on an estimate of what the
Corporate General Partner could negotiate for such programming services for the
15 partnerships managed by the Corporate General Partner as a group. Charter
charges the Partnership for these costs based on its costs. The Partnership
recorded programming fee expense of $801,400 and $802,800 in 1998 and 1999,
respectively. Programming fees are included in service costs in the statements
of operations.

NOTE 10 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                  Cash paid for interest amounted to $230,600 and $165,000 in
1998 and 1999, respectively.



                                      F-28
<PAGE>   65


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>               <C>

   3              Third Amended and Restated Agreement of Limited Partnership of
                  Enstar Income/Growth Program Six-A, L.P., as of December 23,
                  1988.(1) 10.1 Management Agreement between Enstar
                  Income/Growth Program Six-A, L.P. and Enstar Cable
                  Corporation.(1)

  10.2            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  city of Dyer, Tennessee.(1)

  10.3            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  city of Kenton, Tennessee.(1)

  10.4            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  city of Rutherford, Tennessee.(1)

  10.5            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for
                  Gibson County, Tennessee.(1)

  10.6            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  city of Flora, Illinois.(1)

  10.7            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  city of Salem, Illinois.(1)

  10.8            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  city of Sandoval, Illinois.(1)

  10.9            Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  city of Odin, Illinois.(1)

  10.10           Franchise ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for the
                  Village of Raymond, Illinois.(1)

  10.11           Service agreement between Enstar Communications Corporation,
                  Enstar Cable Corporation and Falcon Holding Group, Inc. dated
                  as of October 1, 1988.(1)

  10.12           Credit agreement between Enstar Income/Growth Program Six-A,
                  L.P. and NCNB Texas National Bank dated December 29, 1989.(3)

  10.13           Franchise Ordinance and related documents thereto granting a
                  non-exclusive community antenna television franchise for
                  Gibson County, Tennessee.(4)

  10.14           First Amendment to Credit Agreement, between Enstar
                  Income/Growth Program Six-A, L.P., and NationsBank of Texas,
                  N.A., a national banking association (formerly NCNB Texas
                  National Bank).(5)

  10.15           Franchise ordinance granting a non-exclusive community antenna
                  television franchise for the city of Sandoval, Illinois.(7)

  10.16           A resolution of the Village Board of Odin, Illinois, extending
                  the Cable Television Franchise of Enstar Cable. Passed and
                  adopted December 12, 1994.(7)
</TABLE>



                                      E-1
<PAGE>   66



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>               <C>

  10.17           Second Amendment to Credit Agreement between Enstar
                  Income/Growth Program Six-A, L.P. and NationsBank of Texas,
                  N.A., a national banking association (formerly NCNB Texas
                  National Bank).(6)


  10.18           Third Amendment to Credit Agreement between Enstar
                  Income/Growth Program Six-A, L.P. and NationsBank of Texas,
                  N.A., a national banking association (formerly NCNB Texas
                  National Bank).(7)

  10.19           Fourth Amendment to Credit Agreement between Enstar
                  Income/Growth Program Six-A, L.P. and NationsBank of Texas,
                  N.A., a national banking association (formerly NCNB Texas
                  National Bank).(8)

  10.20           Loan Agreement between Enstar Income/Growth Program Six-A,
                  L.P. and Enstar Finance Company, LLC dated September 30,
                  1997.(9)

  10.21           television franchise for the city of Salem, Illinois.(10)

  10.22           A resolution of the village of Junction City, Illinois,
                  extending the Cable Television Franchise of Enstar
                  Income/Growth Program Six-A. Adopted April 19, 1999. (11)

  10.23           Amendment No. 2 to Loan Agreement between Enstar Income/Growth
                  Program Six-A, L.P. and Enstar Finance Company, LLC.(12)

  10.24           Asset Purchase Agreement dated June 21, 2000, by and among
                  Multimedia Acquisition Corp., as Buyer, and Enstar Income
                  Program 1984-1, L.P., Enstar Income Program IV-3, L.P., Enstar
                  Income/Growth Program Six-A, L.P., Enstar VIII, Enstar VIII
                  and Enstar X, Ltd., as Sellers.(13)

  10.25           Asset Purchase Agreement, dated August 8, 2000, by and among
                  Multimedia Acquisition Corp., as Buyer, and Enstar Income
                  Program II-1, L.P., Enstar Income Program II-2, L.P., Enstar
                  Income Program IV-1, L.P., Enstar Income Program IV-2, L.P.,
                  Enstar Income Program IV-3, L.P., Enstar Income/Growth Program
                  Five-A, L.P., Enstar Income/Growth Program Five-B, L.P.,
                  Enstar Income/Growth Program Six-A, L.P., Enstar IX and Enstar
                  XI, Ltd., as Sellers.(14)

  10.26           Amendment dated September 29, 2000, of the Asset Purchase
                  Agreement dated June 21, 2000, by and among Multimedia
                  Acquisition Corp., as Buyer, and Enstar Income Program 1984-1,
                  L.P., Enstar Income Program IV-3, L.P., Enstar Income/Growth
                  Program Six-A, L.P., Enstar VII, Enstar VIII and Enstar X,
                  Ltd., as Sellers.(15)

  10.27           Amendment dated September 29, 2000, of the Asset Purchase
                  Agreement dated August 8, 2000, by and among Multimedia
                  Acquisition Corp., as Buyer, 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
                  IX, Ltd., Enstar XI, Ltd., Enstar IV/PBD Systems Venture,
                  Enstar Cable of Cumberland Valley and Enstar Cable of Macoupin
                  County, as Sellers.(16)

  21.1            Subsidiaries:  None.


</TABLE>



                                      E-2
<PAGE>   67




                               FOOTNOTE REFERENCES

(1)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-17687 for the fiscal year ended
         December 31, 1988.

(2)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-17687 for the fiscal year ended
         December 31, 1989.

(3)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-17687 for the fiscal year ended
         December 31, 1990.

(4)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0-17687 for the quarter ended June 30,
         1993.

(5)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-17687 for the fiscal year ended
         December 31, 1993.

(6)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-17687 for the fiscal year ended
         December 31, 1994.

(7)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-17687 for the fiscal year ended
         December 31, 1995.

(8)      Incorporated by reference to the exhibits to the Registrant's Annual
         Report on Form 10-K, File No. 0-17687 for the fiscal year ended
         December 31, 1996.

(9)      Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0-17687 for the quarter ended September
         30, 1997.

(10)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0-17687 for the quarter ended September
         30, 1998.

(11)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0-17687 for the quarter ended June 30,
         1999.

(12)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0-17687 for the quarter ended March 31,
         2000.

(13)     Incorporated by reference to the Current Report on Form 8-K of Enstar
         Income Program 1984-1, L.P., File No. 0-13333, filed on June 30, 2000.

(14)     Incorporated by reference to the exhibits to the Current Report on Form
         10-Q of Enstar Income Program II-1, L.P., File No. 0-14508 for the
         quarter ended June 30, 2000.

(15)     Incorporated by reference to the exhibits to the Registrant's Quarterly
         Report on Form 10-Q, File No. 0-17687 for the quarter ended September
         30, 2000.

(16)     Incorporated by reference to the exhibits to the Current Report on Form
         10-Q of Enstar Income Program IV-1, File No. 0-15705 for the quarter
         ended September 30, 2000.




                                      E-3