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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------------------
WINTHROP PARTNERS 79 LIMITED PARTNERSHIP
(Name of Subject Company)
QUADRANGLE ASSOCIATES L.L.C.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
------------------------------------
Michael L. Ashner
Chief Executive Officer
WIN Manager Corp.
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753
(516) 822-0022
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
------------------------------------
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation*: $1,652,500 Amount of Filing Fee: $330.50
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase of
3,305 units of limited partnership interest ("Units") of the subject partnership
for $500 per Unit. The amount of the filing fee, calculated in accordance with
Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered by
the bidders.
(cover page 1 of 2)
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(cover page 2 of 2)
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
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CUSIP No. NONE 14D-1 Page 3
- --------------------------------------------------------------------------------
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
Quadrangle Associates L.L.C.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
3. SEC Use Only
- -----------------------------------------------------------------------------
4 Sources of Funds
WC
- -----------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- -----------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- -----------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- -----------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0
- -----------------------------------------------------------------------------
10. Type of Reporting Person
OO
- -----------------------------------------------------------------------------
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CUSIP No. NONE 14D-1 Page 4
- --------------------------------------------------------------------------------
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
WIN MANAGER CORP.
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
- -----------------------------------------------------------------------------
3. SEC Use Only
- -----------------------------------------------------------------------------
4 Sources of Funds
N/A
- -----------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- -----------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- -----------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- -----------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0
- -----------------------------------------------------------------------------
10. Type of Reporting Person
CO
- -----------------------------------------------------------------------------
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SCHEDULE 14D-1
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Winthrop Partners 79 Limited
Partnership, a Massachusetts limited partnership (the "Partnership"). The
address of the Partnership's principal executive offices is 5 Cambridge Center,
9th Floor Cambridge, Massachusetts 02142.
(b) This Statement relates to an offer by Quadrangle Associates I
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 3,305 of the outstanding units of limited partnership interest ("Units") of
the Partnership at a purchase price of $500 per Unit, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated October 26, 1999 (the "Offer to Purchase") and the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2)
hereto, respectively. The information set forth in the Offer to Purchase under
"Introduction" and Section 9 ("Certain Information Concerning your Partnership")
is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase in Section 13
("Background of the Offer") is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is being filed by the Purchaser and WIN
Manager Corp. (collectively, the "Bidders"). The information set forth in the
Offer to Purchase under "Introduction," in Section 11 ("Certain Information
Concerning Us") and in Schedule 1 to the Offer to Purchase is incorporated
herein by reference.
(e)-(f) During the last five years, none of the Bidders nor, to the
best of their knowledge, any of the persons listed in Schedule 1 to the Offer to
Purchase (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
further violations of or
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prohibiting activities subject to federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 10 ("Conflicts of Interest and Transactions with
Affiliates") and in Section 13 ("Background of the Offer") is incorporated
herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase in Section 12
("Source of Funds") is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(c), (e) The information set forth in the Offer to Purchase under
"Introduction" and in Section 8 ("Our Future Plans") is incorporated herein by
reference.
(d) Not applicable.
(f)-(g) The information set forth in the Offer to Purchase in Section 7
("Effects of the Offer") is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Offer to Purchase under
"Introduction," and in Section 11 ("Certain Information Concerning Us") is
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information set forth in the Offer to Purchase under
"Introduction," in Section 7 ("Effects of the Offer"), Section 10 ("Conflicts of
Interest and Transactions with Affiliates"), Section 11 ("Certain Information
Concerning Us") and Section 13 ("Background of the Offer") is incorporated
herein by reference.
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ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Offer to Purchase under "Introduction"
and in Section 16 ("Fees and Expenses") is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Schedule 2 to the Offer to Purchase is
incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) Not applicable.
(b)-(d) The information set forth in the Offer to Purchase in Section
15 ("Certain Legal Matters") is incorporated herein by reference.
(e) None.
(f) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2)
hereto, respectively, is incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated October 26, 1999.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated October 26, 1999, from the Purchaser to the
Limited Partners of the Partnership.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 26, 1999
QUADRANGLE ASSOCIATES L.L.C.
By: WIN Manager Corp.
By: Michael L. Ashner
-----------------------
Michael L. Ashner
Chief Executive Officer
WIN MANAGER CORP.
By: Michael L. Ashner
-----------------------
Michael L. Ashner
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(1) Offer to Purchase, dated October 26, 1999.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated October 26, 1999, from the Purchaser to the
Limited Partners of the Partnership.
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OFFER TO PURCHASE FOR CASH
UP TO 3,305
UNITS OF LIMITED PARTNERSHIP INTEREST
IN
WINTHROP PARTNERS 79 LIMITED PARTNERSHIP
FOR $500 NET PER UNIT
BY
QUADRANGLE ASSOCIATES I L.L.C.
- --------------------------------------------------------------------------------
OUR OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK TIME, ON
NOVEMBER 30, 1999, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
We will only purchase up to 3,305 (33%) of the outstanding units of limited
partnership interest of Winthrop Partners 79 Limited Partnership ("your
partnership"). If more units are tendered to us, we will accept units on a pro
rata basis according to the number of units tendered by each person. You must
tender all of your units to participate in the tender. Our offer is not subject
to any minimum number of units being tendered.
See "Factors to be Considered" beginning on page 1 of this offer to
purchase for a description of certain risk factors that you should consider in
connection with our offer, including the following:
o We are making our offer to make a return on our investment which may
conflict with your interest in receiving the highest price for your
units.
o Our purchase price of $500 is not based on any third party appraisal
or valuation. o independent person has given an opinion on the
fairness of our offer, and no representation is made by us or the
general partner of your partnership on the fairness of our offer.
o If you tender your units you will be giving up future potential
benefits from owning the units, including receiving any future
distributions from your partnership.
o You may receive more value by retaining your units until your
partnership is liquidated rather than by tendering your units to us.
o We are an affiliate of the general partner of your partnership.
Accordingly, there are certain conflicts of interest for the general
partner of your partnership.
o If we acquire a substantial number of units, we will have substantial
influence on voting decisions by your partnership.
To accept our offer, please execute the enclosed letter of transmittal and
return it to us, together with any additional documents required, in the
enclosed pre-addressed, postage paid envelope (see "Procedures for Tendering
Units").
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT, THE
LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT WE HAVE REFERRED YOU TO. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
QUESTIONS CONCERNING THIS OFFER SHOULD BE DIRECTED TO US AT
(888) 448-5554
October 26, 1999
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TABLE OF CONTENTS
PAGE
----
INTRODUCTION...................................................................1
FACTORS TO BE CONSIDERED.......................................................1
THE OFFER......................................................................3
Section 1. Terms of the Offer; Expiration Date...........................3
Section 2. Proration; Acceptance for Payment and Payment for Units.......3
Section 3. Procedures for Tendering Units................................4
Section 4. Withdrawal Rights.............................................5
Section 5. Extension of Tender Period; Termination; Amendment............6
Section 6. Certain Federal Income Tax Matters............................6
Section 7. Effects of the Offer..........................................8
Section 8. Our Future Plans..............................................9
Section 9. Certain Information Concerning your Partnership...............9
Section 10. Conflicts of Interest and Transactions with Affiliates.......14
Section 11. Certain Information Concerning Us............................14
Section 12. Source of Funds..............................................15
Section 13. Background of the Offer......................................15
Section 14. Conditions of the Offer......................................18
Section 15. Certain Legal Matters........................................20
Section 16. Fees and Expenses............................................20
Section 17. Miscellaneous................................................20
SCHEDULE I -- OFFICERS AND DIRECTORS.........................................I-1
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TO THE HOLDERS OF UNITS OF
LIMITED PARTNERSHIP INTERESTS OF
WINTHROP PARTNERS 79 LIMITED PARTNERSHIP
INTRODUCTION
We are a newly-formed Delaware limited liability company and an affiliate
of the general partner of your partnership. We are offering to purchase up to
3,305 of the outstanding units of limited partnership interest in your
partnership, at a purchase price of $500 per unit, net to the seller in cash,
without interest, less the per unit distributions, if any, paid to you from and
after the date of this offer to the date on which we pay for units, upon the
terms and subject to the conditions set forth in this offer to purchase and in
the related letter of transmittal. Our offer is not conditioned on any aggregate
minimum number of units being tendered. The 3,305 units sought are approximately
33% of the 10,005 units outstanding. If more than 3,305 units are validly
tendered and not withdrawn on or prior to the expiration date, we will accept a
pro rata basis the maximum number of units sought in our offer. If you tender
your units, you will not pay any commissions or partnership transfer fees, which
commissions and fees will be borne by us. You must tender all of you units for
your tender to be valid. Our offer will expire at 5:00 P.M., New York City time,
on November 30, 1999, unless we have extended the period of time during which
the offer is open. To accept this offer, please execute the enclosed letter of
transmittal and return it to us, together with any additional documents
required, in the enclosed pre-addressed, postage paid envelope. You may withdraw
your tender of units at any time prior to the expiration date of our offer.
One Winthrop Properties, Inc., the managing general partner of your
partnership, is affiliated with us and, accordingly, has certain conflicts of
interest with respect to our offer. Your partnership has indicated in its
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission (the "Commission") that, because of such conflicts, it is
remaining neutral and making no recommendation as to whether you should accept
our offer. See "THE OFFER - Sections 10 and 13."
FACTORS TO BE CONSIDERED
Before tendering your units, you are urged to consider the following:
o We are making our offer with a view to making a return on our
investment. Accordingly, in establishing the purchase price, we were
motivated to set the lowest price for the units that might be
acceptable to you consistent with our objectives. Such objectives and
motivations may conflict with your interest in receiving the highest
price for your units.
o No independent person has been retained to evaluate or render any
opinion on the fairness of our offer, and no representation is made by
us or the general partner on the fairness of our offer.
o The purchase price is not based on any third party appraisal or
valuation. We established the purchase price without any arms-length
negotiations. Accordingly, the purchase price may not reflect the
value which would be realized upon a sale of your units to a third
party. However, based on recently reported transfers of units as set
forth in The Partnership Spectrum, an independent third-party industry
publication, the high and low prices for transfers of units since
September 1998 have been $483 and $303.20, respectively (not taking
into account commissions and other transactional costs)
o One of your partnership's properties is currently being marketed for
sale. If you tender your units, you will be giving up future potential
benefits, if any, from the ownership of your units including, any
future distributions of sales proceeds.
o The original anticipated holding period of your partnership's
properties was seven to twelve years following their acquisition.
However, your partnership is not required to be dissolved until
December 31, 2008.
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o You may receive more value by retaining your units until your
partnership is liquidated rather than by tendering your units to us.
o We are an affiliate of the general partner of your partnership.
Accordingly, certain conflicts of interest with respect to our offer
exist for the general partner of your partnership. Because of this
affiliation, your partnership is making no recommendation and is
remaining neutral as to whether you should tender units in our offer.
o A sale of a unit to us will be a taxable sale. In general, you will
recognize gain or loss equal to the difference between the amount
realized on the sale of your units and your adjusted tax basis in the
units sold. Your after-tax benefit or cost from a sale will be based
on a number of factors including your tax basis in the units sold,
whether you sell all of your units, whether you have unused passive
activity losses from your partnership, and whether (if you sell at a
loss) you have capital gains against which to offset your capital
loss. We recommend that you consult with your tax advisor prior to
tendering your units to determine your particular tax situation.
You may wish to accept our offer for a number of reasons, including:
o Cash liquidity combined with the potential to defer payment of taxes
associated with a sale until April 2000.
o The absence of a formal trading market for the units.
o General disenchantment with investments in real estate limited
partnerships.
o Although the number of units sought in our offer will not give us
absolute control over your partnership, if we acquire a substantial
number of units in our offer, we will be in a position to
significantly influence any decisions requiring the vote of limited
partners including, the removal of the general partner of your
partnership and most amendments to your partnership's limited
partnership agreement. When voting on such matters, we will vote units
owned and acquired by us in our interest, which, because we are
affiliated with the general partner of your partnership, may also be
in the interest of the general partner of your partnership.
o The absence of any investment credit rating from Standard & Poors or
Moody's Investors Service for the tenants at two of your partnership's
properties.
o One of the properties owned by your partnership's is currently vacant.
o Elimination of the delays, complications and expenses in preparing and
filing personal income tax returns that are associated with an
investment in your partnership.
o The opportunity to transfer units without the costs and commissions
normally associated with a transfer.
If you desire liquidity, you may wish to consider our offer. However, you
must make your own decision based upon your particular circumstances, including
your own financial needs, other investment opportunities and tax position. You
should consult with your advisors, tax, financial or otherwise, in evaluating
the terms of our offer and whether to tender your units.
According to information supplied by your partnership, as of June 30, 1999
there were 10,005 units issued and outstanding, which were held of record by 861
limited partners. Our affiliates currently own 25 (representing approximately
0.25%) of the outstanding units.
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Certain information contained in this offer to purchase that relates to
your partnership, or represents statements made by the general partner of your
partnership, has been derived from information provided to us by the general
partner of your partnership.
YOU ARE URGED TO READ THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF
TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER YOUR UNITS.
THE OFFER
SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE. Upon the terms and subject
to the conditions of our offer, we will accept for payment and purchase up to
3,305 units validly tendered on or prior to the expiration date and not
withdrawn in accordance with the procedures set forth in Section 4 of this offer
to purchase. The term "expiration date" shall mean 12:00 Midnight, New York City
time, on November 30, 1999, unless we extend the period of time for which our
offer is open. If our offer is extended, the term "expiration date" shall mean
the latest time and date on which our offer, as extended by us, shall expire.
See "Section 5. Extension of Tender Period; Termination; Amendment" for a
description of our right to extend the period of time during which our offer is
open and to amend or terminate our offer.
OUR PURCHASE PRICE WILL AUTOMATICALLY BE REDUCED BY THE AGGREGATE AMOUNT OF
DISTRIBUTIONS PER UNIT, IF ANY, MADE BY YOUR PARTNERSHIP TO YOU FROM AND AFTER
THE DATE OF OUR OFFER UNTIL THE DATE ON WHICH WE PAY FOR UNITS PURCHASED IN OUR
OFFER.
If, prior to the expiration date, we increase the purchase price, the
increased consideration will be paid for all units accepted for payment in our
offer, even if the units were tendered before the increase in the consideration
offered.
SECTION 2. PRORATION: ACCEPTANCE FOR PAYMENT AND PAYMENT FOR UNITS. If the
number of units validly tendered on or prior to the expiration date and not
withdrawn is 3,305 or less, we will accept for payment, subject to the terms and
conditions of our offer, all units tendered.
If more than 3,305 units are validly tendered on or prior to the expiration
date and not withdrawn prior to the expiration date, we will accept for payment,
subject to the terms and conditions of our offer, an aggregate of 3,305 of the
units tendered, pro rata according to the number of units validly tendered by
each limited partner and not properly withdrawn on or prior to the expiration
date, with appropriate adjustments to avoid purchases of fractional units. If
proration of tendered units is required, then, subject to our obligation under
Rule 14e-1(c) under the Securities Exchange Act of 1934 (the "Exchange Act") to
pay you the purchase price in respect of units tendered or return those units
promptly after the termination or withdrawal of our offer, we do not intend to
pay for any units accepted for payment in our offer until the final proration
results are known. NOTWITHSTANDING ANY SUCH DELAY IN PAYMENT, NO INTEREST WILL
BE PAID ON THE PURCHASE PRICE.
This offer to purchase and the related letter of transmittal are being
mailed by us to the persons shown by your partnership's records to have been
limited partners or, in the case of units owned of record by Individual
Retirement Accounts ("IRAs") and qualified plans, beneficial owners of units as
of August 1, 1999.
We will pay for units validly tendered and not withdrawn in accordance with
Section 4 of this offer to purchase as promptly as practicable following the
expiration date. A tendering beneficial owner of units whose units are owned of
record by an IRA or other qualified plan will not receive direct payment of the
purchase price; rather, payment will be made to the custodian of such account or
plan. In all cases, payment for units purchased in our offer will be made only
after timely receipt by us of a properly completed and duly executed letter of
transmittal (or facsimile thereof) and any other documents required by the
letter of transmittal. (See "Section 3. Procedures for Tendering Units".) Under
no circumstances will interest be paid on the purchase price by reason of any
delay in making such payment.
If any tendered units are not purchased for any reason, we will destroy the
letter of transmittal with respect to such units. If for any reason acceptance
for payment of, or payment for, any units tendered in our offer is delayed or we
are unable to accept for payment, purchase or pay for units tendered in our
offer, then, without prejudice to our rights under Section 14, we may retain
tendered units and such units may not be withdrawn except to the extent
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that you are entitled to withdrawal rights as described in Section 4; provided,
however, that we are required, pursuant to Rule 14e-1(c) under the Exchange Act,
to pay you the purchase price for units tendered or return such units promptly
after termination or withdrawal of our offer.
For purposes of our offer, we will be deemed to have accepted for payment
in our offer, and thereby purchased, validly tendered units if, as and when we
give verbal or written notice to your general partner of our acceptance of those
units for payment in our offer. Upon the terms and subject to the conditions of
our offer, payment for units accepted for payment in our offer will be made by
transmitting payment to those limited partners whose units have been accepted
for payment.
We reserve the right to transfer or assign, in whole or from time to time
in part, to one or more of our affiliates, the right to purchase units tendered
in our offer, but any such transfer or assignment will not relieve us of our
obligations under our offer or prejudice the rights of tendering limited
partners to receive payment for units validly tendered and accepted for payment
in our offer.
SECTION 3. PROCEDURES FOR TENDERING UNITS.
VALID TENDER. In order for you to participate in our offer, your units must
be validly tendered and not withdrawn on or prior to the expiration date. To
validly tender your units, a properly completed and duly executed letter of
transmittal and any other documents required by the letter of transmittal must
be received by us, at our address set forth on the back cover of this offer to
purchase, on or prior to the expiration date. You must tender all of the units
owned by you in order for the tender to be valid. No alternative, conditional or
contingent tenders will be accepted.
SIGNATURE REQUIREMENTS. If the letter of transmittal is signed by the
registered holder of the units and payment is to be made directly to that
holder, then no signature guarantee is required on the letter of transmittal.
Similarly, if the units are tendered for the account of a member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the united States (each an "Eligible Institution"), no signature guarantee is
required on the letter of transmittal. HOWEVER, IN ALL OTHER CASES, ALL
SIGNATURES ON THE LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION. Please contact us for assistance in obtaining a signature
guarantee.
IN ORDER FOR YOU TO PARTICIPATE IN OUR OFFER, UNITS MUST BE VALIDLY
TENDERED AND NOT WITHDRAWN ON OR PRIOR TO THE EXPIRATION DATE.
The method of delivery of the letter of transmittal and all other required
documents is at your option and risk and delivery will be deemed made only when
actually received by us. In all cases, sufficient time should be allowed to
assure timely delivery.
APPOINTMENT AS PROXY; POWER OF ATTORNEY. By executing a letter of
transmittal, you are irrevocably appointing us as your proxy, in the manner set
forth in the letter of transmittal, with full power of substitution, to the full
extent of your rights with respect to the units tendered by you and accepted for
payment by us. Such proxy shall be considered coupled with an interest in the
tendered units. Such appointment will be effective when, and only to the extent
that, we accept the tendered units for payment. Upon such acceptance for
payment, all prior proxies given by you with respect to your units will, without
further action, be revoked, and no subsequent proxies may be given (and if given
will not be effective). We will, as to those units, be empowered to exercise all
voting and other rights as a limited partner in your partnership as we in our
sole discretion may deem proper at any meeting of limited partners, by written
consent or otherwise. We reserve the right to require that, in order for units
to be deemed validly tendered, immediately upon our acceptance for payment of
the units, we must be able to exercise full voting rights with respect to the
units, including voting at any meeting of limited partners then scheduled or
acting by written consent without a meeting.
By executing a letter of transmittal, you will also irrevocably constitute
and appoint us as your attorney-in-fact, with full power of substitution, to the
full extent of your rights with respect to your units tendered and accepted for
payment by us. Such appointment will be effective when, and only to the extent
that, we accept the tendered units for payment. You agree not to exercise any
rights pertaining to the tendered units without our prior consent. Upon such
acceptance for payment, all prior powers of attorney granted by you with respect
to such units will,
4
<PAGE>
without further action, be revoked, and no subsequent powers of attorney may be
granted (and if granted will not be effective). Pursuant to such appointment as
attorney-in-fact, we will have the power, among other things, (i) to transfer
ownership of such units on your partnership's books maintained by the general
partner of your partnership (and execute and deliver any accompanying evidences
of transfer and authenticity we may deem necessary or appropriate in connection
therewith), (ii) upon transmittal by us of the purchase price, to become a
substituted limited partner, to receive any and all distributions made by your
partnership on or after the date on which we purchase such units, and to receive
all benefits and otherwise exercise all rights of beneficial ownership of such
units in accordance with the terms of our offer, (iii) to execute and deliver to
the general partner of your partnership a change of address form instructing the
general partner of your partnership to send any and all future distributions to
which we are entitled pursuant to the terms of our offer in respect of tendered
units to the address specified in such form, and (iv) to endorse any check
payable to or upon your order representing a distribution to which we are
entitled pursuant to the terms of our offer, in each case your name and behalf.
ASSIGNMENT OF INTEREST IN FUTURE DISTRIBUTIONS. By executing a letter of
transmittal, you irrevocably assign to us and our assigns all of your right,
title and interest in and to any and all distributions made by your partnership
on or after the date on which we purchase such units, in respect of the units
tendered by you and accepted for payment by us, regardless of the fact that the
record date for any such distribution may be a date prior to the date of such
purchase. We will seek to be admitted to your partnership as a substituted
limited partner upon consummation of our offer.
DETERMINATION OF VALIDITY; REJECTION OF UNITS; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of units in our offer will be determined by us, in our sole discretion, which
determination shall be final and binding. We reserve the absolute right to
reject any or all tenders of any particular units determined by us not to be in
proper form or if the acceptance of or payment for those units may, in the
opinion of our counsel, be unlawful. We also reserve the absolute right to waive
or amend any of the conditions of our offer that we are legally permitted to
waive as to the tender of any particular units and to waive any defect or
irregularity in any tender with respect to any particular units. Our
interpretation of the terms and conditions of our offer (including the letter of
transmittal and the instructions thereto) will be final and binding. No tender
of units will be deemed to have been validly made until all defects and
irregularities have been cured or waived. Neither we nor any other person will
be under any duty to give notification of any defects or irregularities in the
tender of any units or will incur any liability for failure to give any such
notification.
BACKUP FEDERAL INCOME TAX WITHHOLDING. If you tender your units and you are
not a corporation or foreign individual, you may be subject to 31% backup
federal income tax withholding unless you provide us with your correct taxpayer
identification number ("TIN"). To avoid this backup withholding, you should
complete and sign the Substitute Form W-9 included in the letter of transmittal.
If you tender your units and do not complete the Substitute Form W-9, we will be
required to withhold 31% (and if you fail to provide your TIN, an additional $50
or such other amount as may be imposed by law) from the purchase price payment
made to you. See the instructions to the letter of transmittal and "Section 6.
Certain Federal Income Matters."
FIRPTA WITHHOLDING. If you are a foreign person and you tender your units,
we will be required, in certain instances, to withhold a tax equal to 10% of the
amount realized on the sale (i.e., the purchase price plus the partnership
liabilities allocable to each unit sold) unless you complete and sign the FIRPTA
Affidavit included in the letter of transmittal certifying your TIN and your
address and that you are not a foreign person. See the instructions to the
letter of transmittal and "Section 6. Certain Federal Income Matters."
BINDING OBLIGATION. A tender of units pursuant to and in accordance with
the procedures described above and the acceptance for payment of such units will
constitute a binding agreement between you and us on the terms set forth in our
offer.
SECTION 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section
4, all tenders of units to us are irrevocable, provided that units tendered to
us may be withdrawn at any time prior to the expiration date and, unless already
accepted for payment as provided in this offer to purchase, may also be
withdrawn at any time after sixty days from the date of this offer to purchase.
For a withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by us at our address set forth on the back
cover of this offer to purchase. Any such notice of withdrawal must specify the
name of the person who tendered the units to be withdrawn and must be signed by
the person(s) who signed the letter of transmittal in the same manner as the
letter
5
<PAGE>
of transmittal was signed (including signature guarantees by an Eligible
Institution, if applicable). Units properly withdrawn will be deemed not to be
validly tendered for purposes of our offer. Withdrawn units may be re-tendered,
however, by following the procedures described in Section 3 above at any time
prior to the expiration date.
If purchase of, or payment for, units is delayed for any reason or if we
are unable to pay for units for any reason, then, without prejudice to our
rights under our offer, tendered units may be retained by us and may not be
withdrawn except to the extent that you are entitled to withdrawal rights as set
forth in this Section 4; provided, however, that we are required, pursuant to
Rule 14e-1(c) under the Exchange Act to pay you the purchase price in respect of
units tendered or return those units promptly after termination or withdrawal of
our offer.
All questions as to the validity and form (including time of receipt) of
notices of withdrawal will be determined by us, in our sole discretion, which
determination shall be final and binding. Neither we nor any other person will
be under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification.
SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. We expressly
reserve the right, in our sole discretion, at any time and from time to time,
(i) to extend the period of time during which our offer is open and thereby
delay acceptance for payment of, and the payment for, validly tendered units,
(ii) upon the occurrence of any event specified in Section 14 below, to
terminate our offer or to delay the acceptance for payment of, or payment for,
any units not already accepted for payment or paid for and (iii) to amend our
offer in any respect (including, without limitation, by increasing the
consideration offered, increasing or decreasing the number of units being
sought, or both). Notice of any such extension, termination or amendment will be
disseminated promptly to you in a manner reasonably designed to inform you of
such change in compliance with Rule 14d-4(c) under the Exchange Act. In the case
of an extension of our offer, the extension will be followed by a press release
or public announcement which will be issued no later than 9:00 a.m., New York
City time, on the next business day after the then scheduled expiration date, in
accordance with Rule 14e-1(d) under the Exchange Act.
If we extend our offer, or if we (whether before or after our acceptance
for payment of units) are delayed in payment for units or are unable to pay for
units in our offer for any reason, then, without prejudice to our rights under
our offer, we may retain tendered units and those units may not be withdrawn
except to the extent you are entitled to withdrawal rights as described in
Section 4; subject, however, to our obligation, pursuant to Rule 14e-1(c) under
the Exchange Act, to pay you the purchase price in respect of units tendered or
return those units promptly after termination or withdrawal of our offer.
If we make a material change in the terms of our offer or the information
concerning our offer or waive a material condition of our offer, we will extend
our offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The minimum
period during which an offer must remain open following a material change in the
terms of our offer or information concerning our offer will depend upon the
facts and circumstances, including the relative materiality of the change in the
terms or information. If material changes are made with respect to information
that approaches the significance of price or the percentage of securities
sought, a minimum of ten business days may be required to allow for adequate
dissemination to securityholders and investor response. As used in this offer to
purchase, "business day" means any day other than a Saturday, Sunday or a
federal holiday, and consists of the time period from 12:01 a.m. through 12:00
midnight, New York City time.
SECTION 6. CERTAIN FEDERAL INCOME TAX MATTERS.
The following summary is a general discussion of certain federal income tax
considerations that should be relevant to you in connection with a sale of units
in our offer. This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), applicable Treasury regulations thereunder, administrative
rulings, practice and procedures and judicial authority, all as of the date of
our offer. All of the foregoing are subject to change, and any such change could
affect the continuing accuracy of this summary. This summary does not discuss
all aspects of federal income taxation that may be relevant to you in light of
your specific circumstances or to certain types of investors subject to special
tax rules (for example, dealers in securities, banks, insurance companies and,
except as discussed below, foreign and tax-exempt investors), nor does it
discuss any aspect of state, local, foreign or other tax laws. Sales of units in
our offer will be taxable transactions for federal income tax purposes, and may
also be taxable transactions under applicable state, local, foreign and other
tax laws. Your resulting tax consequences will depend, in part, on your personal
tax situation. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS
6
<PAGE>
TO THE PARTICULAR TAX CONSEQUENCES, INCLUDING STATE AND LOCAL TAX CONSEQUENCES,
TO YOU OF SELLING UNITS IN OUR OFFER.
You will recognize gain or loss on a sale of units in our offer equal to
the difference between (i) your "amount realized" on the sale and (ii) your
adjusted tax basis in the units sold. The amount of your adjusted tax basis will
vary depending upon your particular circumstances, but generally will equal your
cash investment in your units, increased by your share of your partnership's
income and gain and decreased by your share of your partnership's losses and
distributions. The "amount realized" with respect to a unit sold will be a sum
equal to the amount of cash received by you for the unit plus the amount of your
partnership's liabilities that are allocable to the unit.
You will be allocated a share of your partnership's taxable income or loss
with respect to the units sold by you in accordance with the provisions of your
partnership's limited partnership agreement concerning transfers of units. Such
allocations and any cash distributed by your partnership to you or for your
benefit will affect your adjusted tax basis in your units and, therefore, your
taxable gain or loss upon a sale of units in our offer. In this regard, if you
tender your units, you will be allocated a pro rata share of taxable income (or
loss) with respect to your units sold in our offer through the effective date of
such sale, but we will receive (or reduce the purchase price for) all future
distributions made with respect to your units.
Based on the results of your partnership's operations through June 30,
1999, and without giving effect to any partnership transactions or any
distributions thereafter, we estimate that if you sell your units to us and you
acquired your units in your partnership's original offering, you will recognize
a loss for federal income tax purposes of ($111) per unit sold. The table
appearing in the section headed "Establishment of Purchase Price" provides
estimates for a unit acquired in your partnership's original offering of the net
after-tax benefit (cost) of accepting our offer. The table also provides
estimates of the present value (utilizing discount rates of 12% for the initial
terms) of the net after-tax benefit (cost) of holding a unit through the end of
the initial terms of the leases encumbering your partnership's properties
followed by a sale of the property. The tax estimates in the table utilize
federal income tax rates of 25% on long-term capital gain and 39.6% on other
income, assumes that your tax loss on a sale of your units in our offer can be
used to offset capital gain otherwise taxable at a federal income tax rate of
20%, and do not give effect to any state or local taxes. OUR ESTIMATES OF THE
ANNUAL TAXABLE INCOME (LOSS), FEDERAL INCOME TAX BENEFIT (COST) AND CASH
DISTRIBUTIONS PER UNIT OVER THESE PERIODS ARE AVAILABLE UPON REQUEST.
Your gain or loss on a sale of a unit in our offer generally will be
treated as a capital gain or loss if you held the unit as a capital asset. Your
capital gain or loss will be treated as long-term capital gain or loss assuming
your holding period for the unit exceeds 12 months. Under current law, capital
gains and losses of individuals and non-corporate taxpayers are taxed under tax
rules different from the rules applicable to corporations. Long-term capital
gains of individuals and other non-corporate taxpayers are taxed at a maximum
federal income tax rate of 20%; however, their gain attributable to
straight-line depreciation deductions is taxed at a federal income tax rate of
25%. The maximum federal income tax rate for other income of such persons is
39.6%. Capital losses are deductible only to the extent of capital gains, except
that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess
of the amount of their capital gains against their ordinary income. An
individual's long-term capital losses in excess of his long-term capital gains
can offset his short-term capital gains on which he would otherwise be subject
to tax at the same federal income tax rates as his ordinary income. Excess
capital losses generally can be carried forward to succeeding years (a
corporation's carryforward period is five years and a non-corporate taxpayer can
carry forward such losses indefinitely); in addition, corporations, but not
non-corporate taxpayers, are allowed to carry back excess capital losses to the
three preceding taxable years.
Under special tax rules applicable to "passive activity losses," if you are
a non-corporate taxpayer or closely held corporation, you generally cannot use
your losses from your partnership to offset your non-passive activity income. As
a result, if you did not acquire your units in your partnership's original
offering, you may have suspended passive activity losses from your partnership.
However, if you sell all your units in our offer, then your suspended passive
activity losses (if any) from your partnership, as well as any loss you
recognize on the sale of your units in our offer, generally could be deducted by
you in the year of sale (subject to any other applicable limitations). If you
recognize a loss on the sale of your units in our offer but do not sell all of
your units, then your loss on the sale and your suspended passive activity
losses (if any) from your partnership would be deductible by you only to the
extent of your passive activity income from your partnership or from other
sources. If you recognize a gain on the sale of your units in our offer but do
not sell all of your units, then any suspended passive activity
7
<PAGE>
losses from your partnership in excess of your gain recognized on the sale could
not be deducted by you (except to the extent of your passive activity income
from other sources) until your remaining units are sold.
In order to avoid liability for federal estimated tax penalties, an
individual generally is required to make quarterly estimated tax payments on
account of his annual tax liability. Penalties generally may be avoided by the
individual's paying at least 90% of his taxes due for the current year or a
percentage of his prior year's tax equal to 105% if the preceding tax year is
1998, 106% if the preceding tax year is 1999 or 2000, 112% if the preceding tax
year is 2001 and 110% if the preceding tax year is 2002 or thereafter.
Accordingly, if you are an individual and you elect to pay estimated taxes for
1999 equal to 105% of your tax liability for 1998, you would be able to defer
payment of taxes associated with a sale of your units until April, 2000, whereas
if you elect to pay estimated taxes for 1999 equal to 90% of your estimated tax
liability for 1999, you will have to make quarterly estimated tax payments on
account of your tax liability on a sale of your units in 1999.
Your partnership's properties are debt-financed. Accordingly, even if you
are a tax-exempt investor and your units are not subject to acquisition
indebtedness incurred by you, a sale of your units in our offer at a gain (as
determined for income tax purposes) may result in your recognition of unrelated
business taxable income. If you sell your units in our offer at a loss, you may
be entitled to offset a portion of your loss against your capital gain unrelated
business taxable income (if any) from other sources subject to other applicable
limitations (including, if you are not a corporation or are closely held, the
passive activity loss limitation described above). You should consult with your
own professional tax advisor concerning the tax results to you of selling your
units in our offer.
In addition to federal income tax, you may be subject to state and local
taxes on your gain (if any) on a sale of your units in our offer. You should
consult with your own professional tax advisor concerning your state and local
tax consequences on a sale of your units.
Information Reporting, Backup Withholding and FIRPTA. If you sell your
units, you must report the sale by filing a statement with your federal income
tax return for the year of sale. To prevent the possible application of back-up
federal income tax withholding of 31% with respect to the payment of the
purchase price, you will have to provide us with your correct taxpayer
identification number. See the instructions to the letter of transmittal.
If you are a foreign person (as defined in the Code), your gain, if any, on
the sale of your units in our offer will be subject to federal income tax under
the Foreign Investment in Real Property Tax Act, and we will be required to
deduct and withhold 10% of the amount realized by you on the sale. Amounts
withheld would be creditable against your federal income tax liability and, if
in excess thereof, you could obtain a refund from the Internal Revenue Service
by filing a U.S. federal income tax return. See the instructions to the letter
of transmittal.
SECTION 7. EFFECTS OF THE OFFER.
CONTROL OF PARTNERSHIP VOTING. Under your partnership's limited partnership
agreement the consent of a majority in interest of limited partners is required
to (i) effect most amendments to the partnership agreement, (ii) remove the
general partner of your partnership, (iii) approve the sale of all or
substantially all of your partnership's properties except in connection with the
liquidation of your partnership, and (iv) elect to dissolve your partnership. If
we acquire a substantial number of units in our offer, we will have substantial
influence on all voting decisions of your partnership. When voting on such
matters, we will vote units owned by us in our interest, which, because we are
affiliated with the general partner of your partnership, may also be in the
interest of the general partner of your partnership. Our affiliates currently
own .25 units representing 0.25% of the total outstanding units.
LIMITATIONS ON RESALES. Under your partnership's limited partnership
agreement, transfers of units which in the opinion of counsel to your
partnership would cause a termination of your partnership for federal income tax
purposes (which termination may occur when 50% of more of the units are
transferred in a twelve-month period) are not permitted. Depending on the number
of units tendered to us, sales of units on the secondary market for the
twelve-month period following completion of our offer may be limited. Your
partnership will not process any requests for transfers of units during such
twelve-month period which the general partner of your partnership believes may
cause a tax termination. In determining the number of units for which our offer
is made (representing approximately 33% of the outstanding units), we took this
provision into account to permit normal historical levels of transfers to occur
following our offer without causing a tax termination.
8
<PAGE>
EFFECT ON TRADING MARKET. There is no established formal public trading
market for the units and, therefore, a reduction in the number of limited
partners should not materially further restrict the ability of limited partners
to find purchasers for their units. (See "Section 13. Background of the Offer -
Secondary Market" for certain limited information regarding recent secondary
sales of the units.)
Your partnership is required to file periodic reports with the Commission
and to comply with certain other Commission rules. We do not expect or intend
that consummation of our offer will relieve the partnership of its obligation to
file periodic reports with the Commission and to comply with the other rules of
the Commission. If the units were to be held by fewer than 300 persons, your
partnership could apply to de-register the units under the Exchange Act. Because
the units are widely held, however, we believe that, even if we purchase the
maximum number of units in our offer, units will be held of record by more than
300 persons.
SECTION 8. OUR FUTURE PLANS. We are seeking to acquire units primarily for
investment purposes and with a view to making a profit. Following the completion
of our offer, we and/or persons related to or affiliated with us may acquire
additional units. Any such acquisition may be made through private purchases,
through one or more future tender offers or by any other means deemed advisable.
Any such acquisition may be at a price higher or lower than the price to be paid
for the units in our offer, and may be for cash or other consideration. We also
may consider disposing of some or all of the units in our offer to persons not
yet determined, which may include our affiliates. There can be no assurance,
however, that we will initiate or complete any subsequent transaction during any
specific time period following the expiration date or at all.
We do not have any present plans or intentions with respect to an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving your partnership or a sale or refinancing of any of your partnership's
properties. However, we expect that consistent with its fiduciary obligations,
the general partner of your partnership will seek and review opportunities
(including opportunities identified by us) to engage in transactions which could
benefit your partnership, such as sales or refinancings of assets or a
combination of your partnership with one or more other entities, with the
objective of seeking to maximize returns to limited partners. Your partnership
is currently marketing its University City, Missouri property for sale. Your
partnership had entered into an agreement with a third-party buyer to sell the
property but the agreement was terminated by the buyer upon completion of its
due diligence review. As a result, it is uncertain as to when a sale of the
property will be consummated or, if consummated, the final purchase price..
SECTION 9. CERTAIN INFORMATION CONCERNING YOUR PARTNERSHIP. Except as
otherwise indicated, information contained in this Section 9 is based upon
documents and reports publicly filed by your partnership with the Commission.
Your partnership was organized on February 5, 1980 under the laws of the
State of Massachusetts. Your partnership's principal executive offices are
located at 5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142, and
its telephone number at that address is (617) 234-3000.
Your partnership's primary business is real estate ownership and related
operations. Your partnership was formed for the purpose of making investments in
various types of real properties which offered capital appreciation and cash
distributions to limited partners. The managing general partner of your
partnership is One Winthrop Properties, Inc.
9
<PAGE>
Your partnership's investment portfolio currently consists of eight
properties which are owned in fee. Your Partnership's properties are more fully
described in the following table:
<TABLE>
<CAPTION>
Date of Total Cost of Original Portfolio Size Building/Land
Tenant/Location Purchase Property(1) Percentage(2) (Sq. ft.)
- --------------- -------- ------------- ------------------ ------------------
<S> <C> <C> <C> <C>
J.C. Penney 8/1/79 $ 1,092,598 8 38,720/38,720
Batavia, NY
8/3/79 $ 901,294 6.6 15,400/39,200
University City, MO.(3)
Toys "R" Us, 1/25/80 $ 1,987,366 14.6 45,000/195,970
San Antonio, TX
Toys "R" Us, 1/25/80 $ 1,873,532 13.7 43,000/185,105
Fort Worth, TX
Frank's Nursery Sales, Inc. 1/30/80 $ 706,008 5.2 18,704/122,000
Hillside, IL
Lucky Stores, Inc. (4), 6/2/80 $ 1,522,908 11.2 31,516/133,110
Cedar Rapids, IA
Creative Paint & Wallpaper, 6/10/80 $ 1,636,061 12.1 36,856/180,000
Inc. and B&G, Inc. dba Splash
Pools & Spas, (5),
Hurst, TX
Wal-Mart Stores, 10/31/80 $ 977,665 7.2 61,600/185,105
Mexia, TX
</TABLE>
- -------------------------
(1) Includes acquisition fees and expenses.
(2) Represents the percentage of original cash invested in the individual
property of the total cash invested in all properties.
(3) Property is vacant and is currently being marketed for sale.
(4) During 1988, Lucky Stores, Inc. exercised its option to sublet the
premises to Graphics Division of Rockwell Collins International, an
avionics and defense communications company. Lucky Stores remains liable
for all obligations under its lease agreement.
(5) Due to default and bankruptcy of prior tenant Channel Homes, fka Handy
Dan, new leases with two new tenants (Creative Paint & Wallpaper, Inc.
and B&G, Inc.) were entered into as of February 1, 1991 for this
property. In 1995, Creative Paint & Wallpaper, Inc. sublet its space to
Floors, Inc.
Four of your partnership's properties are subject to first mortgages. All
of the properties are commercial in nature and are net leased to a single tenant
(with the sole exception of the Hurst, Texas property which is now leased to two
tenants, Floors, Inc. and B&G, Inc. and the University City, Missouri property
which is currently vacant). Each of the tenants, other than Creative Paint and
Wallpaper, Inc., Frank's Nursery Sales, Inc. and B&G, Inc., is a public company
or a subsidiary of a public company. The tenants under the leases have exclusive
control over the day-to-day business operations conducted at your partnership's
properties as well as decisions with respect to the initiation of any
development or renovations at the properties. Your partnership has limited
approval rights over any such renovation programs proposed by the tenants. The
San Antonio, Fort Worth, Hillside, Cedar Rapids and Mexia properties are triple
net leased to the tenants. As a result, your partnership has no responsibility
for any maintenance, repairs or improvements associated with these properties.
In addition, the tenants at these properties
10
<PAGE>
are responsible for all insurance requirements and the payment of real estate
taxes directly to the taxing authorities. Your partnership believes that each of
the properties are adequately insured. With respect to the lease with J.C.
Penney Co., Inc., on the Batavia, New York property, your partnership is
responsible for all structural and exterior repairs, carrying insurance, paying
all real estate taxes up to a specified maximum amount, repainting, varnishing
or otherwise redecorating certain exterior portions of the building every three
years and paying certain common facility maintenance charges up to a fixed
amount. Your partnership spent $21,589 and $17,076 for roof and HVAC repairs at
this property in 1998 and 1997, respectively. With respect to the leases with
Creative Paint & Wallpaper and B&G, Inc., on the Hurst, Texas property, your
partnership is responsible for structural maintenance of the premises. Your
partnership spent no amounts for these items in 1998 or 1997 respectively. Under
both leases at this property, your partnership is required to administer the
payment of real estate taxes and to procure and maintain insurance for the
property. Your partnership is fully reimbursed for real estate taxes and for
annual insurance premiums.
Tenants with 1998 rental payments of 10% or more of your partnership's
total rental revenue are as follows: Toys "R" Us, Inc., San Antonio, Texas, 18%,
Toys "R" Us, Inc., Ft. Worth, Texas, 17%; Wal-Mart, Mexia, Texas 13%; and
Walgreen Co., University City, Missouri 11%.
The following table sets forth the tenant, business conducted by the
tenant, expiration date of the lease term, renewal options and the 1999 annual
rent for the leases at your partnership's remaining properties other than the
University City, Missouri property which is currently vacant and being marketed
for sale:
<TABLE>
<CAPTION>
Tenant Lease Renewal 1999 Annual
Property/Location Business of Tenant Expiration Options(1) Rent
- ----------------- ------------------ ---------- ---------- -----------
<S> <C> <C> <C> <C>
J.C. Penney, Batavia, NY Retail Dept. Store 8/31/04 4 - 5Yr. $116,160
Toys "R" Us, San Antonio, TX Toy Store 7/31/2005 5 - 5Yr. $262,532
Toys "R" Us, Fort Worth, TX Toy Store 7/31/2005 5 - 5Yr. $247,568
Frank's Nursery Sales, Inc., Nursery and Crafts 12/31/2004 2 - 5Yr. $ 67,000
Hillside, IL
Lucky Stores, Inc. (2), Cedar Graphic Arts 6/30/2000 6 - 5Yr. $117,200
Rapids, IA
Creative Paint & Wallpaper, Inc. Paint & Wallpaper Store, Bath & 1/31/2001 1 - 8Yr. $184,280
and B&G, Inc. dba Splash Pools & Spa Store
Spas(3), Hurst, TX
Wal-Mart Stores, Mexia, TX Dept. Store 10/1/2000 5 - 5Yr. $111,208(4)
</TABLE>
- -------------------------
(1) The first number represents the number of renewal options. The second
number represents the length of each option.
(2) During 1988, Lucky Stores, Inc. exercised its option to sublet the
premises to Graphics Division of Rockwell Collins International, an
avionics and defense communications company. The sublease is for a
three-year term with two three-year options to renew. Lucky Stores
remains liable for all obligations under its lease agreement.
(3) Creative Paint & Wallpaper, Inc. sublets its space to Floors, Inc.
(4) An additional percentage rent of $94,910 was paid in 1999 for the year
ended December 31, 1998.
11
<PAGE>
SELECTED FINANCIAL AND PROPERTY-RELATED DATA. Set forth below is a summary
of certain financial and statistical information with respect to your
partnership and its properties, all of which has been excerpted or derived from
your partnership's Annual Reports on Form 10-KSB for the year ended December 31,
1998, 1997 and 1996 and your partnership's Quarterly Reports on Form 10-QSB for
the six months ended June 30, 1999 and 1998. More comprehensive financial and
other information is included in such reports and other documents filed by your
partnership with the Commission, and the following summary is qualified in its
entirety by reference to such reports and other documents and all the financial
information and related notes contained therein. The annual data is audited and
the quarterly data is unaudited.
SELECTED FINANCIAL DATA
(in thousands, except unit data)
<TABLE>
<CAPTION>
Six Months Ended
Fiscal Year Ended December 31, June 30,
------------------------------------- --------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Rental Income from Real Estate
Leases accounted for under the
Operating Method $ 839 $ 825 $ 935 $548 $503
Interest Income from Real Estate 275 342 373 101 158
Leases Accounted for under the
Financing Method
Interest on Short-Term Investments 77 32 33 40 27
Gain on Sale of Property 138 -- 1,018 -- --
Total Income 1,329 1,199 2,359 689 688
Total Expenses 432 452 1,041 192 218
Net Income 897 747 1,318 497 470
Net Income per unit 82.46 68.67 121.24 45.68 43.18
Distributions per unit 112.94 31.48 176.41 40.88 --
</TABLE>
<TABLE>
<CAPTION>
As of December 31, As of June 30
------------------------------------- --------------------
1998 1997 1996 1999 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total Assets 7,777 8,145 7,753 7,603 7,944
Total Liabilities (1,749) (1,884) (2,451) (1,611) (1,740)
Partners Capital -
you (10,005 units
Issued and outstanding) 6,028 6,261 5,302 5,992 6,204
Statements of Cash Flow Data:
Cash and Cash Equivalents 1,713 769 491 1,715 1,385
Net Cash provided by
Operating Activities 944 772 942 535 606
</TABLE>
12
<PAGE>
Set forth below is a table showing the gross carrying value and accumulated
depreciation and federal tax basis, as of December 31, 1998, of each of the
properties currently owned by your partnership:
<TABLE>
<CAPTION>
Gross Carrying Accumulated Federal
Property Value(1) Depreciation(1) Rate Method Tax Basis
- -------- -------------- --------------- ---- ------ ---------
<S> <C> <C> <C> <C> <C>
Batavia, NY $1,092,598 $791,950 7/40 yr. S/L $300,648
University City, MO (2) $901,294 $557,499 7/40 yr. S/L $343,795
San Antonio, TX(3) $735,238 - - - $1,143,789
Fort Worth, TX(3) $487,180 - - - $902,086
Hillside, IL(3) $261,223 - - - $325,823
Cedar Rapids, IA $1,522,908 $942,524 7/40 yr. S/L $580,384
Hurst, TX $1,551,060 $139,039 7/40 yr. S/L $810,316
Mexia, TX(3) - - - - $286,787
</TABLE>
(1) As accounted for under Statement of Financial Accounting Standards No. 13
(2) Property is currently being marketed for sale.
(3) Gross Carrying Value represents the value of the land which is not
depreciable. The improvements are accounted for under financing lease
accounting.
SCHEDULE OF MORTGAGES. The following shows certain information regarding
the outstanding mortgages encumbering each of your partnership's properties as
of June 30, 1999.
Principal Stated
Balance At Interest
Property June 30, 1999 Rate Maturity Date
-------- ------------- ---- -------------
San Antonio, TX $153,107 12% 7/1/2000
Fort Worth, TX $144,291 12% 7/1/2000
Hillside, IL $135,265 10.115% 12/1/2004
Hurst, TX $600,476 10.25% 6/1/2010
The principal amount of each loan is scheduled to be fully amortized at
maturity. The principal balance ($375,570) of the loan encumbering your
partnership's Batavia, New York property was satisfied at its maturity on August
31, 1999.
OTHER INFORMATION. Your partnership is subject to the information reporting
requirements of the Exchange Act and accordingly is required to file reports and
other information with the Commission relating to its business, financial
results and other matters. You are referred to the financial and other
information included in your partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998 and your partnership's Quarterly Report on
Form 10-QSB for the six months ended June 30, 1999. Such reports and other
documents may be inspected at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, where copies may be
obtained at prescribed rates, and at the regional offices of the Commission
located in
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the Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and 7 World Trade Center, New York, New York 10048. Copies should be
available by mail upon payment of the Commission's customary charges by writing
to the Commission's principal offices at 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission also maintains a web site that contains reports,
proxy and other information filed electronically with the Commission, the
address of which is http://www.sec.gov.
SECTION 10. CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. The
general partner of your partnership and its affiliates have conflicts of
interest with respect to our offer as set forth below.
CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER. The general partner of
your partnership has conflicts of interest with respect to our offer, including
conflicts resulting from its affiliation with us. The general partner of your
partnership also would have a conflict of interest (i) because a sale or
liquidation of your partnership's assets would result in a decrease or
elimination of the fees paid to the general partner of your partnership and/or
its affiliates and (ii) because we may have incentives to maximize the value of
our ownership of units, which in turn may result in a conflict for the general
partner of your partnership in attempting to reconcile our interests with the
interests of the other limited partners. In addition, we are making our offer
with a view to making a profit. Accordingly, there is a conflict between our
desire to purchase units at a low price and your desire to sell your units at a
high price. Your partnership has indicated in the Schedule 14D-9 that it is
remaining neutral and making no recommendation as to whether you should tender
your units in our offer. YOU ARE URGED TO READ THIS OFFER TO PURCHASE AND THE
SCHEDULE 14D-9 AND THE RELATED MATERIALS CAREFULLY AND IN THEIR ENTIRETY BEFORE
DECIDING WHETHER TO TENDER YOUR UNITS.
VOTING RIGHTS. We will have voting rights for each unit purchased in our
offer. See "Section 3. Procedures for Tendering units" and "Section 7. Effects
of the Offer - Control of Partnership Voting."
TRANSACTIONS WITH AFFILIATES. One Winthrop Properties, Inc. ("One
Winthrop") and Linnaeus-Hampshire Realty Limited Partnership are the general
partners of your partnership. Winthrop Management LLC, an affiliate of One
Winthrop, is entitled to annual property management fees equal to 1.5% of the
excess of cash receipts over cash expenditures (excluding debt service, property
management fees and capital expenditures) from each property managed by it. For
the years ended December 31, 1998 and 1997, Winthrop Management earned $21,000
and $22,000, respectively, for managing your partnership's properties.
During the liquidation stage of your partnership, the general partners and
their affiliates are entitled to receive certain fees and distributions,
subordinated to specified minimum returns to the limited partners as described
in the partnership agreement.
SECTION 11. CERTAIN INFORMATION CONCERNING US. We were organized for the
purpose of acquiring the units as well as units in other partnerships. Our
principal executive office and the principal executive office of our manager,
WIN Manager Corp., is at 5 Cambridge Center, 9th Floor, Cambridge, Massachusetts
02142. We are indirectly 100% owned by Apollo Real Estate Investment Fund IV,
L.P. ("Apollo Fund IV"), an investment fund organized in 1999 to make direct and
indirect investments in real estate assets, joint ventures and operating
companies, and an entity owned by certain officers and employees of the general
partner of your partnership. See "Section 13, Background of the
Offer-Affiliation with General Partner.
For certain information concerning the directors and executive officers of
the WIN Manager Corp., see Schedule 1 to this offer to purchase.
Except as otherwise set forth herein, (i) neither we, the manager, to the
best of our knowledge, the persons listed on Schedule 1, nor any affiliate of
the foregoing beneficially owns or has a right to acquire any units, (ii)
neither we, the manager, to the best of our knowledge, the persons listed on
Schedule 1, nor any affiliate thereof or director, executive officer or
subsidiary of the manager has effected any transaction in the units within the
past 60 days, (iii) neither we, the manager, to the best of our knowledge, any
of the persons listed on Schedule 1, nor any director or executive officer of
the manager has any contract, arrangement, understanding or relationship with
any other person with respect to any securities of your partnership, including,
but not limited to, contracts, arrangements, understandings or relationships
concerning the transfer or voting thereof, joint ventures, loan or option
arrangements, puts or calls, guarantees or loans, guarantees against loss or the
giving or withholding of proxies, (iv)
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<PAGE>
there have been no transactions or business relationships which would be
required to be disclosed under the rules and regulations of the Commission
between any of us, the manager, to the best of our knowledge, the persons listed
on Schedule 1, on the one hand, and your partnership or its affiliates, on the
other hand, and (v) there have been no contracts, negotiations or transactions
us, the manager, to the best of our knowledge, the persons listed on Schedule 1,
on the one hand, and your partnership or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, an election of directors or a sale or other transfer
of a material amount of assets.
The 25 units owned by our affiliates are owned by WFC Realty Co., Inc. (5
units) and WIN Partner Interest LLC (20 units), all of which have a principal
business address at 5 Cambridge Center, 9th Floor, Cambridge, Massachusetts
02142. WIN Partner Interest LLC acquired 10 of its units within the past 60 days
at a purchase price of $500 per unit.
SECTION 12. SOURCE OF FUNDS. We expect that approximately $1,652,500 will
be required to purchase 3,305 units, if tendered. We expect to obtain all of
those funds from capital contributions from our members who have an aggregate
net worth substantially in excess of the amount required to purchase the maximum
number of units.
SECTION 13. BACKGROUND OF THE OFFER.
AFFILIATION WITH THE GENERAL PARTNER. The general partner of your
partnership is indirectly controlled by Apollo Real Estate Investment Fund, L.P.
("Apollo Fund I") and Apollo Real Estate Fund II, L.P. ("Apollo Fund II").
Apollo Fund I and Apollo Fund II are investment funds organized in 1993 and
1996, respectively, to make direct and indirect investments in real estate
assets, joint ventures and operating companies. The general partner of Apollo
Fund IV is an affiliate of the general partner of Apollo Fund I and the general
partner of Apollo Fund II. In addition, certain officers and employees of the
general partner of your partnership indirectly own an interest in us. As a
result of these affiliations, we are affiliated with the general partner of your
partnership.
LITIGATION. Your partnership was one of the 17 named defendants in a
lawsuit titled Robert Lewis and City Partnerships v. Winthrop Financial
Associates, et. al. The suit alleged that Winthrop Financial Associates and its
affiliates engaged in a scheme to exploit their fiduciary duties by diverting
partnership assets to themselves, specifically, management fees and
administration fees. This complaint was dismissed on August 16, 1999 on the
grounds that the plaintiffs have no individual claims. It is possible that the
plaintiffs may re-file this action as a derivative action.
ESTABLISHMENT OF PURCHASE PRICE. We have set the purchase price at $500 net
per unit. We established the purchase price by analyzing a number of
quantitative and qualitative factors including: (i) the volume and prices of
recent secondary market resales of the units (see "Secondary Market" below);
(ii) the lack of liquidity of an investment in your partnership; (iii) an
estimate of the value of your partnership's assets; (iv) the costs to us
associated with acquiring the units; (v) the administrative costs of continuing
to own your partnership's assets through a publicly registered limited
partnership; and (vi) estimated transaction costs of completing our offer.
The purchase price represents the price at which we are willing to purchase
the units. No independent person has been retained to evaluate or render any
opinion on the fairness of the purchase price and no representation is made by
us or the general partner of your partnership on the fairness of our offer. We
did not, nor did the general partner of your partnership attempt to obtain a
current independent valuation or appraisal of your partnership's properties.
Except for an April 1998 appraisal of the Batavia, New York property obtained by
the lender who refinanced the mortgage on that property, we are not aware of any
such valuation or appraisal. Other measures of the value of the units may be
relevant to you. YOU ARE URGED TO CONSIDER CAREFULLY ALL OF THE INFORMATION
CONTAINED HEREIN AND CONSULT WITH YOUR OWN ADVISORS, TAX, FINANCIAL OR
OTHERWISE, IN EVALUATING THE TERMS OF OUR OFFER BEFORE DECIDING WHETHER TO
TENDER YOUR UNITS.
VALUATION OF UNITS. We are offering to purchase units which are a
relatively illiquid investment and are not offering to purchase your
partnership's underlying assets. Consequently, we do not believe that the
underlying asset value of your partnership is determinative in arriving at the
purchase price. Nevertheless, we calculated the value for your partnership's
assets assuming your partnership sold its properties at the expiration of their
respective
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<PAGE>
lease's initial terms. WITH RESPECT TO THE UNIVERSITY CITY, MISSOURI PROPERTY
CURRENTLY BEING MARKETED FOR SALE, WE VALUED THIS PROPERTY ASSUMING IT IS SOLD
FOR THE SAME PRICE AT WHICH YOUR PARTNERSHIP HAD RECENTLY AGREED TO SELL THE
PROPERTY.
We have estimated the present value of the net after-tax benefit of
continuing to hold a unit through the end of the applicable initial terms,
followed by a sale of each of your partnership's properties, to be $575 per
unit.
The foregoing estimates were made for a unit acquired in your partnership's
original offering and are based on the following assumptions: (a) a discount
rate of 12% was applied to your partnership's distributable cash flow during the
applicable initial term and to the net proceeds to your partnership from a sale
of its properties at the end of the applicable initial term; (b) certain
assumptions (described below) were utilized in determining the sale price of the
properties at the end of their applicable initial terms; (c) all lease payments
under the lease agreements will be made; (d) your partnership's mortgage
indebtedness will be paid in accordance with its terms and no additional debt
will be placed on your partnership's properties; (e) your partnership's current
cash, including estimated proceeds of $600,000 from the sale of the University
City property, are valued at 100%; (f) federal income tax rates of 25% on
long-term capital gain and 39.6% on other income were utilized, it was assumed
that a tax loss on a sale of units in our offer can be used to offset capital
gains otherwise taxable to you at a federal income tax rate of 20%, and no cost
effect was given to any state or local taxes; and (g) your partnership would
receive annual percentage rent of $94,910 from its Mexia property.
The 12% discount rate was selected by analyzing a number of factors
including: (i) the age of the improvements on your partnership's properties;
(ii) the lack of liquidity of an investment in your partnership as compared with
direct ownership of your partnership's properties; (iii) the potential
difficulty of re-leasing space if a tenant does not exercise its option to
extend the term of its lease agreement for the renewal terms; (iv) costs
associated with acquiring the units; (v) the absence of any current credit
rating for the tenants at two of your partnership's properties; and (vi) the
administrative costs of continuing to own your partnership's assets through a
limited partnership.
Because the tenant has fixed-price renewal options under the lease
agreements, we first determined if the fair market rental value of the
applicable property is less or greater than the renewal term rent. If the
renewal term rent is less than the fair market rent, the tenant will effectively
be able to capture the benefit of the excess of the market rent over renewal
term rent after the expiration of the initial term and, accordingly, we have
assumed that the applicable tenant will renew the lease agreement. In such
cases, we determined the value of the property at the expiration of the initial
term assuming that the tenant will exercise its right to renew its lease
agreement for its own benefit either to continue to utilize the space or capture
the profit from any subletting. Accordingly, we have estimated the value of a
unit assuming that such property is sold at the end of the initial term
encumbered by the applicable lease agreement because of the perceived below
market renewal term rents.
Conversely, if the fair market rental value of the property after the
expiration of the applicable initial term were to be less than the rents payable
during the renewal terms, the tenant would have no economic incentive to renew.
In such cases, we determined the value of the property at the expiration of the
initial term assuming that the tenant will abandon the space at the end of the
initial term or seek to negotiate a reduction in the rental rate to the then
prevailing market rent price. Accordingly, we have estimated the value of a unit
assuming that such property is sold at the end of the initial term unencumbered
by the applicable lease agreement because of the perceived above market renewal
term rent.
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The following table sets forth for each of your partnership's properties,
the renewal term rent per square foot, our estimate of market rent per square
foot and whether we assumed for valuation purposes that the property would be
sold at the end of the applicable initial term encumbered or unencumbered by the
applicable lease.
<TABLE>
<CAPTION>
Renewal Term Rent/Sq. Ft. Market Rent/Sq. Ft. Sale at end of Initial Term
------------------------ ------------------ ---------------------------
<S> <C> <C> <C>
Batavia, NY $3.00 $2.50 Unencumbered
San Antonio, TX $5.83 $5.00 Unencumbered
Fort Worth, TX $5.76 $5.50 Unencumbered
Hillside, IL $3.58 $4.50 Encumbered
Cedar Rapids, IA $3.72 $3.00 Unencumbered
Hurst, TX $5.50 $6.75 Encumbered
Mexia, TX $7.97 $3.25 Unencumbered
</TABLE>
In determining the sale price of the Hillside and Hurst properties at the
end of their respective initial terms, we discounted rental income attributable
to the 94,280 square feet of space comprising such properties during the renewal
terms of the existing leases to the end of the initial term using a discount
rate of 12% and deducting 4% for selling costs. We assumed no residual value for
the properties at the end of the renewal terms.
In determining the sale price of the Batavia, San Antonio, Fort Worth,
Cedar Rapids and Mexia properties, at the end of their respective initial terms,
we: (i) first determined a base value of the property by capitalizing the
current fair market rent at 12% for all of the properties (in the case of the
Batavia property, we used a base value of $775,000 which represented the value
determined in an April 1998 appraisal); (ii) we deducted $15 per square foot for
tenant improvements (other than the Batavia property for which no deduction was
made for tenant improvements as they are taken into account in the appraisal);
(iii) deducted $1 per square foot for leasing commissions, (iv) deducted 9
months (12 months with respect to the Batavia property and 24 months with
respect to the Mexia and Cedar Rapids properties) of vacancy for downtime
vacancy loss; (v) deducted 3% for selling costs; and (vi) deducted $1 per square
foot for reserves. The amounts so determined was increased for future value by
3% per annum through the end of the respective initial terms. The following
chart sets forth all of the specific information on the properties where a sale
is assumed to be on an unencumbered basis.
<TABLE>
<CAPTION>
Cedar Rapids, Batavia, Fort Worth, Mexia, San Antonio,
Iowa New York Texas Texas Texas
------------- -------- ----------- ------ ------------
<S> <C> <C> <C> <C> <C>
Square Feet 31,516 38,720 43,000 61,600 45,000
Tenant Improvements $472,740 -- $645,000 $924,000 $675,000
Leasing Commissions $ 31,516 $38,720 $ 43,000 $ 61,600 $ 45,000
Downtime Costs $189,096 $96,800 $177,375 $400,400 $168,750
Selling Costs $ 23,637 $62,000 $ 59,125 $ 50,050 $ 56,250
Reserves $ 31,516 $38,720 $ 43,000 $ 61,600 $ 45,000
</TABLE>
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<PAGE>
WE BELIEVE THAT THE ABOVE METHODOLOGY IS AN APPROPRIATE METHOD FOR
DETERMINING THE VALUE OF THE UNITS. THE UTILIZATION OF DIFFERENT VALUATION
METHODS, DISCOUNT RATES OR ASSUMPTIONS ALSO COULD BE APPROPRIATE. IN THIS
REGARD, YOU SHOULD BE AWARE THAT THE USE OF LOWER DISCOUNT RATES WOULD RESULT IN
A HIGHER VALUE. FURTHERMORE, YOU SHOULD UNDERSTAND THAT OTHER APPROPRIATE
VALUATION METHODS COULD YIELD A HIGHER VALUE.
The following table summarizes the estimated values discussed above and the
estimated net after-tax benefit (cost) per unit of accepting our offer for a
unit acquired in your partnership's original offering:
Present Value of Net After-Tax
Net After-Tax Benefit Benefit Per unit Through End of
Per Unit of Accepting Applicable Initial Term Followed
Purchase Price our Offer by Sale of Properties
- -------------- --------------------- --------------------------------
$500 $522 $575
SECONDARY MARKET. Secondary market sales activity for the units, including
privately negotiated sales, has been limited and sporadic. Your partnership's
Form 10-KSB for the year ended December 31, 1998 states that "there is no
established public market for the units." At present, privately negotiated sales
and sales through intermediaries (e.g., through the trading system operated by
American Partnership Board, Inc., which publishes sell offers by holders of
units) are the only means available to a you to liquidate an investment in units
(other than our offer) because the units are not listed or traded on any
exchange or quoted on any NASDAQ list or system. High and low sales prices of
units may be obtained through certain entities such as Partnership Spectrum, an
independent, third-party source which reports such information; however, the
gross sales prices reported by Partnership Spectrum do not necessarily reflect
the net sales proceeds received by sellers of units, which typically are reduced
by commissions and other secondary market transaction costs to amounts less than
the reported prices. As a result, we do not know if, and we are making no
representation that, the information set forth in The Partnership Spectrum is
accurate or complete. Set forth below are the high and the low sales prices for
units as reported by Partnership Spectrum during the periods indicated.
REPORTED SALES PRICES OF PARTNERSHIP UNITS
<TABLE>
<CAPTION>
LOW SALES PRICE HIGH SALES PRICE
PER UNIT PER UNIT
--------------- ----------------
<S> <C> <C>
Fiscal Year Ended December 31, 1999:
Second Quarter.................................. $303.20 $483
First Quarter................................... - -
Fiscal Year Ended December 31, 1998:
Fourth Quarter.................................. - -
Third Quarter ................................. - -
Second Quarter.................................. 484 601
First Quarter .................................. 520 520
Fiscal Year Ended December 31, 1997:
Fourth Quarter ................................. - -
Third Quarter................................... 552 552
</TABLE>
SECTION 14. CONDITIONS OF THE OFFER. Notwithstanding any other term of our
offer, we shall not be required to accept for payment or to pay for any units
tendered if all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by, any
court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, necessary for the
18
<PAGE>
consummation of the transactions contemplated by our offer shall not have been
filed, occurred or been obtained. Furthermore, notwithstanding any other term of
our offer, we shall not be required to accept for payment or pay for any units
not theretofore accepted for payment or paid for and may terminate or amend our
offer as to such units if, at any time on or after the date of our offer and
before the acceptance of such units for payment or the payment therefor, any of
the following conditions exists:
(a) a preliminary or permanent injunction or other order of any
federal or state court, government or governmental authority or agency
shall have been issued and shall remain in effect which (i) makes illegal,
delays or otherwise directly or indirectly restrains or prohibits the
making of our offer or the acceptance for payment of or payment for any
units by us, (ii) imposes or confirms limitations on our ability to
effectively exercise full rights of ownership of any units, including,
without limitation, the right to vote any units acquired by us in our offer
or otherwise on all matters properly presented to your partnership's
limited partners, (iii) requires divestiture by us of any units, (iv)
causes any material diminution of the benefits to be derived by us as a
result of the transactions contemplated by our offer, or (v) might
materially adversely affect our or your partnership's business, properties,
assets, liabilities, financial condition, operations, results of operations
or prospects ;
(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed
applicable to our offer by any federal or state court, government or
governmental authority or agency, which might, directly or indirectly,
result in any of the consequences referred to in clauses (i) through (v) of
paragraph (a) above;
(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of your
partnership, which, in our reasonable judgment, is or may be materially
adverse to your partnership, or we shall have become aware of any fact
that, in our reasonable judgment, does or may have a material adverse
effect on the value of the units;
(d) there shall have been threatened, instituted or pending any action
or proceeding before any court or government agency or other regulatory or
administrative agency or commission or by any other person challenging the
acquisition of any units in our offer, or otherwise directly or indirectly
relating to our offer, or otherwise, in our reasonable judgment, adversely
affecting us or your partnership;
(e) your partnership shall have (i) issued, or authorized or proposed
the issuance of, any partnership interests of any class, or any securities
convertible into, or rights, warrants or options to acquire, any such
interests or other convertible securities, (ii) issued or authorized or
proposed the issuance of any other securities, in respect of, in lieu of,
or in substitution for, all or any of the presently outstanding units,
(iii) refinanced any of your partnership's properties, other than in the
ordinary course of your partnership's business and consistent with the past
practice, (iv) declared or paid any distribution, other than in cash and
consistent with past practice, on any of its partnership interests, or (v)
your partnership or the general partner of your partnership shall have
authorized, proposed or announced its intention to propose any merger,
consolidation or business combination transaction, acquisition of assets,
disposition of assets or material change in its capitalization, or any
comparable event not in the ordinary course of business and consistent with
past practice; or
(f) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market in the United States, (ii) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, (iii) any limitation by any
governmental authority on, or other event which might affect, the extension
of credit by lending institutions or result in any imposition of currency
controls in the United States, (iv) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States, (v) a material change in United
States or other currency exchange rates or a suspension of a limitation on
the markets thereof, or (vi) in the case of any of the foregoing existing
at the time of the commencement of our offer, a material acceleration or
worsening thereof.
The foregoing conditions are for our sole benefit and may be asserted by us
regardless of the circumstances giving rise to such conditions or may be waived
by us in whole or in part at anytime and from time to time in our
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<PAGE>
sole discretion. Any determination by us concerning the events described above
will be final and binding upon all parties.
SECTION 15. CERTAIN LEGAL MATTERS.
GENERAL. Except as set forth in this Section 15, we are not aware of any
filings, approvals or other actions by any domestic or foreign governmental or
administrative agency that would be required prior to the acquisition of units
by us in our offer. Should any such approval or other action be required, it is
our present intention that such additional approval or action would be sought.
While there is no present intent to delay the purchase of units tendered in our
offer pending receipt of any such additional approval or the taking of any such
action, there can be no assurance that any such additional approval or action,
if needed, would be obtained without substantial conditions or that adverse
consequences might not result to your partnership's business, or that certain
parts of your partnership's business might not have to be disposed of or held
separate or other substantial conditions complied with in order to obtain such
approval or action, any of which could cause us to elect to terminate our offer
without purchasing units thereunder. Our obligation to purchase and pay for
units is subject to certain conditions, including conditions related to the
legal matters discussed in this Section 15.
ANTITRUST. We do not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of units
contemplated by our offer.
MARGIN REQUIREMENTS. The units are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly such regulations are not applicable to our offer.
STATE TAKEOVER LAWS. A number of states have adopted anti-takeover laws
which purport, to varying degrees, to be applicable to attempts to acquire
securities of corporations which are incorporated in such states or which have
substantial assets, security holders, principal executive offices or principal
places of business therein. Although we have not attempted to comply with any
state anti-takeover statutes in connection with our offer, we reserve the right
to challenge the validity or applicability of any state law allegedly applicable
to our offer and nothing in this offer to purchase nor any action taken in
connection herewith is intended as a waiver of such right. If any state
anti-takeover statute is applicable to our offer, we might be unable to accept
for payment or purchase units tendered in our offer or be delayed in continuing
or consummating our offer. In such case, we may not be obligated to accept for
purchase or pay for any units tendered.
SECTION 16. FEES AND EXPENSES. Except as set forth in this Section 16, we
will not pay any fees or commissions to any broker, dealer or other person for
soliciting tenders of units in our offer. We will also pay all costs and
expenses of printing and mailing our offer and its legal fees and expenses.
SECTION 17. MISCELLANEOUS. We are not aware of any jurisdiction in which
the making of our offer is not in compliance with applicable law. If we become
aware of any jurisdiction in which the making of our offer would not be in
compliance with applicable law, we will make a good faith effort to comply with
any such law. If, after such good faith effort, we cannot comply with any such
law, our offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of units residing in such jurisdiction.
No person has been authorized to give any information or to make any
representation on our behalf not contained herein or in the letter of
transmittal and, if given or made, such information or representation must not
be relied upon as having been authorized.
We have filed with the Commission a Schedule 14D-1, pursuant to Rule 14d-3
under the Exchange Act, furnishing certain additional information with respect
to our offer, and may file amendments thereto. The Schedule 14D-1and any
amendments thereto, including exhibits, may be inspected and copies maybe
obtained at the same places and in the same manner as set forth in Section 9
hereof (except that they will not be available at the regional offices of the
Commission).
QUADRANGLE ASSOCIATES I L.L.C.
October 26, 1999
20
<PAGE>
OFFICERS AND DIRECTORS
The names and positions of the executive officers of and directors of WIN
Manager Corp. (the "Manager"), the manager of Quadrangle Associates I L.L.C. as
set forth below. Each of the executive officers is also an executive officer of
the general partner of your partnership and Michael L. Ashner is the sole
director of the general partner of your partnership. The business address of
Michael L. Ashner and Peter Braverman is 100 Jericho Quadrangle, Suite 214,
Jericho, New York 11753. The business address of the other executive officers is
5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142. Each executive
officer and director is a citizen of the United States of America.
Michael L. Ashner, age 46, has been the Chief Executive Officer and sole
director of the Manager since its formation in July 1999. Mr. Ashner also serves
as the Chief Executive Officer of Winthrop Financial Associates, A Limited
Partnership ("WFA") and its affiliates, positions he has held since January 15,
1996, as well as the Chief Executive Officer of The Newkirk Group. From June
1994 until January 1996, Mr. Ashner was a Director, President and Co-chairman of
National Property Investors, Inc., a real estate investment company ("NPI"). Mr.
Ashner was also a Director and executive officer of NPI Property Management
Corporation ("NPI Management") from April 1984 until January 1996. In addition,
since 1981 Mr. Ashner has been President of Exeter Capital Corporation, a firm
which has organized and administered real estate limited partnerships.
Thomas C. Staples, age 43, has been the Chief Financial Officer of the
Manger since its formation in July 1999. Since January 1, 1999, Mr. Staples has
served as the Chief Financial Officer of WFA. Mr. Staples also serves as the
Chief Financial Officer of The Newkirk Group. From March 1996 through December
1998, Mr. Staples was Vice President/Corporate Controller of WFA. From May 1994
through February 1996, Mr. Staples was the Controller of the Residential
Division of Winthrop Management.
Peter Braverman, age 47, has been the Executive Vice President of the
Manager since its inception. In addition, Mr. Braverman has served as the
Executive Vice President of WFA and its affiliates since January 1996. Mr.
Braverman also serves as the Executive Vice President of The Newkirk Group. From
June 1995 until January 1996, Mr. Braverman was a Vice President of NPI and NPI
Management. From June 1991 until March 1994, Mr. Braverman was President of the
Braverman Group, a firm specializing in management consulting for the real
estate and construction industries. From 1988 to 1991, Mr. Braverman was a Vice
President and Assistant Secretary of Fischbach Corporation, a publicly traded,
international real estate and construction firm.
Carolyn Tiffany, age 32, has been the Chief Operating Office of the Manger
since its inception. Ms. Tiffany has also been employed with WFA since January
1993. From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and
Associate in WFA's accounting and asset management departments. Ms. Tiffany was
a Vice President in the asset management and investor relations departments of
WFA from October 1995 to December 1997, at which time she became the Chief
Operating Officer of WFA. In addition, Ms. Tiffany is the Chief Operating
Officer of The Newkirk Group.
<PAGE>
The letter of transmittal and any other required documents should be sent
or delivered by you or your broker, dealer, commercial bank, trust company
or other nominee to us at the address set forth below:
VIA U.S. MAIL OR Attention: Special Projects Department
OVERNIGHT COURIER: 5 Cambridge Center
9th Floor
Cambridge, Massachusetts 02142
VIA FACSIMILE: (617) 234-3310
FOR INFORMATION CALL: (888) 448-5554
Any questions or requests for assistance or for additional copies of this
offer to purchase or the letter of transmittal may be directed to us at the
telephone number and address listed above. To confirm delivery of your letter of
transmittal and related documents, please contact us.
<PAGE>
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
LETTER OF TRANSMITTAL
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON NOVEMBER 30, 1999 (THE "EXPIRATION DATE") UNLESS EXTENDED.
(Please indicate changes or corrections to the name, address and Tax
Identification Number printed above.)
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To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Purchaser (as defined below) on or prior to the Expiration
Date. Delivery of this Letter of Transmittal or any other required documents to
an address other than as set forth below does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the tendering
Limited Partner. Please use the pre-addressed, postage paid envelope provided.
This Letter of Transmittal is to be completed by limited partners ("Limited
Partners") of Winthrop Partners 80 Limited Partnership (the "Partnership")
pursuant to the procedures set forth in the Offer to Purchase (as defined
below). Capitalized terms used herein and not defined herein have the meanings
ascribed to such terms in the Offer to Purchase.
PLEASE READ CAREFULLY THE ACCOMPANYING INSRUCTIONS
The undersigned hereby tenders all of the units of limited partnership
interest in the Partnership as set forth above (the "LP Units") to Quadrangle
Associates I L.L.C., a Delaware limited liability company (the "Purchaser") for
$500 cash per LP Unit upon the terms and subject to the conditions set forth in
the Offer to Purchase dated October 26, 1999 (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and this Letter of Transmittal (the "Letter of
Transmittal", which, together with the Offer to Purchase and any supplements,
modifications or amendments thereto, constitute the "Offer").
Subject to and effective upon acceptance for payment of any LP Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Purchaser all
right, title and interest in and to such LP Units purchased and requests,
authorizes and directs the General Partner to substitute the Purchaser as a
limited partner of the Partnership in place of the undersigned with respect to
such LP Units. The undersigned hereby irrevocably constitutes and appoints the
Purchaser as the Limited Partner's proxy and true and lawful agent and
attorney-in-fact of the undersigned with respect to such LP Units, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to deliver such LP Units and transfer ownership
thereof on the Partnership books maintained by the General Partner, together
with all accompanying evidences of transfer and authenticity, to or upon the
order of the Purchaser and upon payment of the purchase price payable by the
Purchaser in accordance with the terms of the Offer to Purchase in respect of
such LP Units (the "Purchase Price"), to receive all benefits and otherwise
exercise all rights of beneficial ownership of such LP Units, including, without
limitation, all voting rights and the right to receive distributions from the
Partnership, all in accordance with the Offer. Subject to and effective upon the
purchase of any LP Units tendered hereby, the undersigned hereby requests that
the Purchaser be admitted as a "Substitute Limited Partner" under the terms of
the Partnership Agreement of the Partnership. Upon the purchase of such LP Units
pursuant to the Offer, all prior proxies and consents given by the undersigned
with respect thereto will be revoked and no subsequent proxies or consents may
be given (and if given will not be deemed effective).
The undersigned hereby represents and warrants that the undersigned owns,
and has full power and authority to validly tender, sell, assign and transfer,
the LP Units tendered hereby, and that when any such LP Units are accepted for
payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the
sale or transfer thereof, and such LP Units will not be subject to any adverse
claim. Upon request, the undersigned will execute and deliver any additional
documents deemed by the Purchaser to be necessary or desirable to complete the
assignment, transfer, or purchase of the LP Units tendered hereby.
The undersigned understands that a valid tender of LP Units to the
Purchaser will constitute a binding agreement upon the terms and subject to the
conditions of the Offer. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not accept
for payment any LP Units tendered hereby. In such event, the undersigned
understands that this Letter of Transmittal will be of no force or effect. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, administrators, executors,
successors, assigns and trustees in bankruptcy and other legal representatives
of the undersigned.
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FOR INFORMATION AND ASSISTANCE WITH THE OFFER, PLEASE CALL: (888) 448-5554. For
LP Units to be validly tendered, Limited Partners should complete and sign this
Letter of Transmittal and return it in the self addressed, postsage-paid
envelope enclosed, or by Hand or Overnight Delivery to: 5 Cambridge Center, 9th
Floor, Cambridge, MA 02142 or by Facimile to (617) 234-3310.
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<PAGE>
BEFORE SIGNING AND RETURNING THIS LETTER OF TRANSMITTAL,
PLEASE REFER TO THE ACCOMPANYING INSTRUCTIONS
SIGNATURE BOX (ALL OWNERS)
(SEE INSTRUCTIONS 1, 3 AND 4 AS NECESSARY)
Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each owner must sign. (See Instruction 1.)
The signatory hereto hereby tenders the number of LP Units indicated in this
Letter of Transmittal to the Purchaser pursuant to the terms of the Offer and
certifies under penalties of perjury the statements in Box A, Box B, and, if
applicable, Box C.
X______________________________________ X_____________________________________
(Signature) (Signature)
Tax I.D. Number X______________________
Name and Capacity (if other than individuals) __________________________________
(Title)________________________________
Address ________________________________________________________________________
(city) (state) (zip)
Area Code and Telephone No. (___) ____________(Day) (___) ____________(Evening)
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BOX A
SUBSTITUTE FORM W-9
(See Instruction 3 - Box A)
The person signing this Letter of Transmittal hereby certifies the following to
the Purchaser of the LP Units indicated in this Letter of Transmittal under
penalties of perjury:
(i) The Taxpayer Identification Number ("TIN") printed (or corrected) on
the front of this Letter of Transmittal is the correct TIN of the Limited
Partner, or if this box [_] is checked, the Limited Partner has applied for a
TIN. If the Limited Partner has applied for a TIN, a TIN has not been issued to
the Limited Partner, and either: (a) the Limited Partner has mailed or delivered
an application to receive a TIN to the appropriate IRS Center or Social Security
Administration Office, or (b) the Limited Partner intends to mail or deliver an
application in the near future (it being understood that if the Limited partner
does not provide a TIN to the Purchaser within sixty (60) days, 31% of all
reportable payments made to the Limited Partner will be withheld until the TIN
is provided to the Purchaser); and
(ii) Unless this box [_] is checked, the Limited Partner is not subject to
backup withholding either because the Limited Partner: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Limited Partner is no
longer subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) has been notified by the IRS that such Limited
Partner is no longer subject to backup withholding.
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BOX B
FIRPTA AFFIDAVIT
(See Instruction 3 - Box B)
Under Section 1445(c)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interest plus cash or cash equivalents, and the holder of the
partnership interest is a foreign person. To inform the Purchaser that no
withholding is required with respect to the Limited Partner's interest in the
Partnership, the person signing this Letter of Transmittal hereby certifies the
following under penalties of perjury:
(i) Unless this box [_] is checked, the Limited Partner, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations); (ii) the Limited Partner's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correctly printed (or corrected) on the front of this Letter
of Transmittal; and (iii) the Limited Partner's home address (for individuals),
or office address (for non-individuals), is correctly printed (or corrected) on
this Letter of Transmittal. If a corporation, the jurisdiction of incorporation
is ___________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchaser and that any false
statements contained herein could be punished by fine, imprisonment or both.
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BOX C
SUBSTITUTE FORM W-8
(See instruction 4)
By checking this box [_], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Limited Partner is an
"exempt foreign person" for purposes of the backup withholding rules under the
U.S. federal income tax laws, because the Limited Partner:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a broker
or barter exchange.
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<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. SIGNATURE AND DELIVERY OF REQUIREMENTS
INDIVIDUAL AND JOINT OWNERS - SIGNATURE REQUIREMENTS. After carefully
reading and completing this Letter of Transmittal, in order to tender your
LP Units, Limited Partner(s) must sign at the "X" in the Signature Box. The
signature(s) must correspond exactly with the name printed (or corrected)
on the front of this Letter of Transmittal without any change whatsoever.
NOTE: FOR LP UNITS HELD IN A CUSTODIAL ACCOUNT, THE BENEFICIAL OWNER SHOULD
SIGN IN THE SIGNATURE BOX. If the LP Units are registered in the names of
two or more joint holders, all such holders must sign this Letter of
Transmittal.
TRUSTEES, CORPORATIONS AND FIDUCIARIES - SIGNATURE REQUIREMENTS. Trustees,
executors, administrators, guardians, attorneys-in-fact, officers of a
corporation, authorized partner of a partnership or other persons acting in
a fiduciary or representative capacity must sign at the "X" in the
Signature Box. Signatories should indicate their title when signing and
must submit proper evidence satisfactory to the Purchaser of their
authority to act.
DELIVERY REQUIREMENTS. For LP Units to be validly assigned, a properly
completed and duly executed copy of this Letter of Transmittal, together
with any other documents required by this Letter of Transmittal, must be
received by the Purchaser prior to or on the Expiration Date. To ensure
receipt of this Letter of Transmittal, it is suggested that you use
overnight courier delivery or, if this Letter of Transmittal is to be
delivered by U.S. Mail, you use certified or registered mail, return
receipt requested. Facsimiles will be accepted subject to the receipt by
the Purchaser of original documentation. All Letters of Transmittal should
be addressed as follows:
<TABLE>
<S> <C> <C>
By Mail or Overnight Courier: Attention: Special Projects Department
5 Cambridge Center
9th Floor
Cambridge, Massachusetts 02142
By Facsimile: (617) 234-3310
For Additional Information Call: (888) 448-5554
DOCUMENTATION
Deceased Owner - Copy of Death Certificate. If other than a Joint
Tenant, see also Executor/Administrator/Guardian below.
Deceased Owner (Other) - See Executor/Administrator/Guardian (a) below.
Executor/Administrator Guardian - (a) Send copy of Court Appointment Documents; and
(b) a copy of applicable provisions of Will (Title Page,
Executor powers asset distributions); or (c) Estate
distribution documents.
Attorney-in-fact - Power of Attorney.
Corporate/Partnerships - Resolution(s) of Board of Directors or other evidence
of authority to so act.
Trust/Pension Plans - Cover pages of the trust or plan, along with the
trustee(s) section and/or amendments or resolutions of
the above to prove authority to so act.
</TABLE>
<PAGE>
2. TRANSFER TAXES. The Purchaser will pay or cause to be paid all transfer
taxes, if any, payable in respect of LP Units accepted for payment pursuant
to the Offer.
3. U.S. PERSONS. A Limited Partner who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership,
a domestic trust or a domestic estate (collectively, "United States
persons") as those terms are defined in the Internal Revenue code and
Income Tax Regulations, should complete the following:
BOX A -SUBSTITUTE FORM W-9. In order to avoid 31% federal income tax backup
withholding, the Limited Partner must provide to the Purchaser the Limited
Partner's correct Taxpayer Identification Number ("TIN") and certify, under
penalties of perjury, that such Limited Partner is not subject to such
backup withholding. The TIN that must be provided on the Substitute W-9 is
that of the registered Limited Partner as printed (or corrected) on the
front of this Letter of Transmittal. If a correct TIN is not provided,
penalties may be imposed by the Internal Revenue Service ("IRS"), in
addition to the Limited Partner being subject to backup withholding.
Certain Limited Partners (including, among others, all corporations) are
not subject to backup withholding. Backup withholding is not an additional
tax. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS. NOTE: THE CORRECT TIN FOR AN IRA ACCOUNT IS THAT OF
THE CUSTODIAN (NOT THE INDIVIDUAL SOCIAL SECURITY NUMBER OF THE BENEFICIAL
OWNER).
BOX B - FIRPTA AFFIDAVIT. To avoid potential withholding of tax pursuant to
section 1445 of the Internal Revenue Code, each Limited Partner who or
which is a United States Person (as defined in Instruction 4 above) must
certify, under penalties of perjury, the Limited Partner's TIN and address,
and that the Limited Partner is not a foreign person. Tax withheld under
Section 1445 of the Internal Revenue Code is not an additional tax. If
withholding results in an overpayment of tax, a refund may be obtained from
the IRS.
4. BOX C - FOREIGN PERSONS. In order for a Limited Partner who is a foreign
person (i.e., not a United States person as defined in 3 above) to qualify
as exempt from 31% backup withholding, such foreign Limited Partner must
certify, under penalties of perjury, the statement in BOX C of this Letter
of Transmittal attesting that foreign person's status by checking the box
preceding such statement. Unless such box is checked, such foreign person
will be subject to withholding tax under Section 3406 of the Code.
5. ADDITIONAL COPIES OF OFFER TO PURCHASE AND LETTER OF TRANSMITTAL. Request
for assistance or additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from the Purchaser by calling
(888) 448-5554.
<PAGE>
Exhibit (a)(3)
QUADRANGLE ASSOCIATES I L.L.C.
100 JERICHO QUADRANGLE, SUITE 214
JERICHO, NEW YORK 11753
Telephone: (888) 448-5554 * Facsimile: (617) 234-3310
October 26, 1999
RE: OFFER TO PURCHASE UNITS OF LIMITED PARTNERSHIP INTEREST IN
WINTHROP PARTNERS 79 LIMITED PARTNERSHIP
Dear Limited Partner(s):
A number of limited partners have expressed a desire to liquidate their
partnership interest for various reasons, including the duration of the
investment and the complications and complexities that their investment adds to
their personal tax filings. Enhancing this desire is the absence of any formal
trading market for limited partners to sell their units.
We are an affiliate of your general partner and are offering to purchase, up to
3,305 of the outstanding limited partnership interests in your partnership for
$500 per unit.
To accept our offer, complete the enclosed letter of transmittal and return it
to us on or prior to November 30, 1999. Any questions, requests for additional
information, or requests for assistance should be made to us at (888) 448-5554.
You should evaluate our offer based on your own particular financial
circumstances. Our offer contains numerous terms and conditions that you should
review before making a decision, including certain risk factors that are
summarized on the first page of our offer to purchase. We suggest that you
review our offer to purchase with your personal financial and tax advisors.
Sincerely,
Quadrangle Associates I L.L.C.
