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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Winthrop Partners 80 Limited Partnership
(Name of Subject Company)
Winthrop Partners 80 Limited Partnership
(Name of Person Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Carolyn Tiffany
One Winthrop Properties, Inc.
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
(617) 234-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
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1. Security and Subject Company
The name of the subject company is Winthrop Partners 80 Limited
Partnership, a Massachusetts limited partnership (the "Partnership"), and the
address of the principal executive offices of the Partnership is 5 Cambridge
Center, 9th Floor, Cambridge, Massachusetts 02142. The title of the class of
equity securities to which this statement relates is limited partnership units
("Units") of the Partnership.
2. Tender Offer of the Bidder
This Statement relates to the tender offer of Quadrangle Associates I
L.L.C. (the "Purchaser"), to purchase up to 22,366.5 Units at a purchase price
of $160 per Unit, pursuant to the terms and conditions of an Offer to Purchase
dated August 23, 1999, and the related Letter of Transmittal (together, the
"Offer"). The Offer is being made pursuant to a tender offer statement on
Schedule 14D-1 dated August 23, 1999.
The address of the Purchaser's executive offices is 100 Jericho
Quadrangle, Suite 214, Jericho, New York 11753.
3. Identity and Background
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) WIN Manager Corp., the manager of the Purchaser, is affiliated with
One Winthrop Properties, Inc., a Massachusetts corporation (the "General
Partner").
Certain Relationships. The General Partner and Linnaeus-Hampshire
Realty Limited Partnership are the general partners of the Partnership. Winthrop
Management LLC, an affiliate of the General Partner, 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 the properties of the Partnership.
In addition, affiliates of the Purchaser currently own 259.5
(representing approximately 0.5685%) of the outstanding Units.
4. The Solicitation or Recommendation
Because of the conflict of interest inherent in the fact that the
General Partner is, as described above, an affiliate of the Purchaser, the
Partnership is making no recommendation and is
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remaining neutral as to whether Unitholders should tender their Units pursuant
to the Offer.
5. Persons Retained, Employed or to be Compensated
Neither the Partnership nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person or class of persons
to make solicitations or recommendations to limited partners on its behalf
concerning the Offer.
6. Certain Negotiations and Transactions by the Subject Company
(a) None
(b) Except for 259.5 Units beneficially owned by affiliates of the General
Partner, none of which will be tendered in the Offer, neither the Partnership
nor any executive officer, director, affiliate or subsidiary of the Partnership
owns any Units.
7. Additional Information to be Furnished
None.
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8. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a) - Letter to Limited Partners from the Partnership dated
August 23, 1999.
Exhibit (b) - None
SIGNATURE
After reasonable 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.
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
By: ONE WINTHROP PROPERTIES, INC.,
Managing General Partner
By: /s/ Carolyn Tiffany
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Carolyn Tiffany
Chief Operating Officer
Date: August 23, 1999
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Winthrop Partners 80 Limited Partnership
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
August 23, 1999
Dear Limited Partner:
Please be advised that One Winthrop Properties, Inc., the general
partner of Winthrop Partners 80 Limited Partnership (the "Partnership") is
affiliated with Quadrangle Associates I L.L.C., the entity making an offer to
purchase units of limited partnership interest in the Partnership. As a result
of this affiliation, the Partnership is making no recommendation and is
remaining neutral as to whether limited partners should tender their units
pursuant to the Offer.
Winthrop Partners 80 Limited Partnership
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