<PAGE>
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 80 LIMITED PARTNERSHIP
(Name of Subject Company)
QUADRANGLE ASSOCIATES I 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*: $3,758,640.00 Amount of Filing Fee: $715.73
- --------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase of
22,366.5 units of limited partnership interest ("Units") of the subject
partnership for $160 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)
<PAGE>
(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
<PAGE>
CUSIP No. NONE 14D-1 Page 3
================================================================================
1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
Quadrangle Associates I 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
================================================================================
<PAGE>
SCHEDULE 14D-1
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Winthrop Partners 80 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 22,366.5 of the outstanding units of limited partnership interest ("Units")
of the Partnership at a purchase price of $160 per Unit, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 23, 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 prohibiting activities subject to federal or state
securities laws or finding any violation with respect to such laws.
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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 August 23, 1999.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated August 23, 1999, from the Purchaser to the
Limited Partners of the Partnership.
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<PAGE>
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: August 23, 1999
QUADRANGLE ASSOCIATES I 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
8
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a)(1) Offer to Purchase, dated August 23, 1999.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated August 23, 1999, from the Purchaser to the Limited
Partners of the Partnership.
9
<PAGE>
Exhibit (a)(1)
OFFER TO PURCHASE FOR CASH
up to 22,366.5
Units of Limited Partnership Interest
in
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
For $160 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 SEPTEMBER 20, 1999, UNLESS EXTENDED.
- --------------------------------------------------------------------------------
We will only purchase up to 22,366.5 (49%) of the outstanding units of
limited partnership interest of Winthrop Partners 80 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 $160 is not based on any third party
appraisal or valuation. No 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
August 23, 1999
<PAGE>
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..........................................9
Section 8. Our Future Plans..............................................9
Section 9. Certain Information Concerning your Partnership..............10
Section 10. Conflicts of Interest and Transactions with Affiliates.......13
Section 11. Certain Information Concerning Us............................13
Section 12. Source of Funds..............................................14
Section 13. Background of the Offer......................................14
Section 14. Conditions of the Offer......................................17
Section 15. Certain Legal Matters........................................18
Section 16. Fees and Expenses............................................19
Section 17. Miscellaneous................................................19
SCHEDULE 1-- OFFICERS AND DIRECTORS..........................................I-1
(i)
<PAGE>
To the Holders of units of
Limited Partnership Interests of
Winthrop Partners 80 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 22,366.5 of the outstanding units of limited partnership interest
in your partnership, at a purchase price of $160 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 22,366.5 units sought are
approximately 49% of the 45,646 units outstanding. If more than 22,366.5 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 12:00 midnight, New
York City time, on September 20, 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
$166.31 and $68.40, respectively (not taking into account
commissions and other transactional costs).
o If you tender your units you will be giving up future potential
benefits from the ownership of units, including increased
distributions from the releasing of 40% of unoccupied space at
your partnership's Victoria, Texas property.
o Your partnership has recently sold two properties for net sales
proceeds of $1,738,721 ($38.09 per unit) and has agreed to sell a
third property for sales proceeds estimated at approximately
$34,400 ($.68 per unit). Your partnership will retain all sales
proceeds as a reserve for future contingencies.
<PAGE>
If you tender your units, you will not receive any future
distributions of these sales proceeds. However, we took the full
amount of these sales proceeds and anticipated sales proceeds into
account in estimating the value of your units.
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. If you are subject to income tax, 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 were to 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 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 45,646 units issued and outstanding, which were held of record
by 2,134 limited partners. Our affiliates currently own 259.5 (representing
approximately 0.5685%) of the outstanding units.
2
<PAGE>
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 22,366.5 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 September 20, 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 22,366.5 or less, we will accept for payment, subject to the terms
and conditions of our offer, all units tendered.
If more than 22,366.5 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
22,366.5 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
3
<PAGE>
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) to terminate our offer prior to the expiration date, (iii) upon the
occurrence of any event specified in Section 14 below to delay the acceptance
for payment of, or payment for, any units not already accepted for payment or
paid for and (iv) 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 December
31, 1998, and after giving effect to the recently completed or contracted for
sales of the Bowling Green, Ashtabula and Bolivar properties but without giving
effect to any other partnership transactions or any distributions after 1998
other than distributions of your partnership's cash flow from ordinary
operations through June 30, 1999, 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 ($81) 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 a discount rate of 12%) 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
7
<PAGE>
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
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.
Inasmuch as your partnership's assets are not generating unrelated
business taxable income and are not subject to "acquisition indebtedness" (as
defined in the Code), if you are a tax-exempt investor, you generally should not
realize unrelated business taxable income upon a sale of your units in our offer
unless your units are subject to acquisition indebtedness incurred by you.
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.
Tax Consequences to Non-Tendering and Partially-Tendering Limited
Partners. Section 708 of the Code provides that if there is a sale or exchange
of 50% or more of the total interest in capital and profits of a partnership
within any 12-month period, such partnership terminates for federal income tax
purposes. It is possible that additional transfers of units could occur within
twelve months following our acquisition of units in our offer that could result
in a tax termination of your partnership. If your partnership terminates for tax
purposes, the following federal income tax events will be deemed to occur: The
terminated partnership will be deemed to have contributed all of its assets
(subject to its liabilities) to a new partnership in exchange for an interest in
the new partnership and, immediately thereafter, the old partnership will be
deemed to have liquidated and distributed interests in the new partnership to
the remaining limited partners in proportion to their respective interests in
the old partnership.
A remaining limited partner will not recognize any gain or loss upon a
tax termination of your partnership, and the capital accounts of the remaining
limited partners will not change. A tax termination will change (and possibly
shorten) a remaining limited partner's holding period with respect to his
retained units in your partnership for federal income tax purposes.
Your new partnership's adjusted tax basis in its assets will be the
same as it was before the tax termination. However, a tax termination may
subject the assets of your partnership to depreciable lives in excess of those
currently applicable, which would generally decrease the annual average
depreciation deductions allocable to the remaining limited partners for a number
of years following the tax termination (thereby increasing the taxable income
allocable to them in each such year), and thereafter would generally increase
the average depreciation deductions allocable to the remaining limited partners
(thereby reducing the taxable income allocable to them) for an additional number
of years thereafter.
8
<PAGE>
Additionally, upon a tax termination, your partnership's taxable year
will close for all remaining partners. In the case of a remaining limited
partner who reports on a tax year other than a calendar year, this may result in
more than 12 months' taxable income or loss of your partnership being includible
in such limited partner's taxable income for the year of the tax termination.
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 259.9 units representing 0.5685% of the total outstanding units.
Limitations on Resales. The partnership agreement does not restrict the
number of units which may be transferred in any twelve month period. However, if
50% or more of the total interest in profit and loss in your partnership is
transferred in any twelve month period, your partnership would terminate for tax
purposes. See "Section 6." In determining the number of units for which our
offer is made (representing approximately 49% 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.
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
has recently sold its Bowling Green, Kentucky and Ashtabula, Ohio properties for
net sales proceeds of $1,773,121 and has contracted to sell its Bolivar, Ohio
property for net sales proceeds estimated at $34,400. In addition, it is
expected that your partnership will receive insurance proceeds of approximately
$750,000 in 2000 on account of hail damage to the Bowling Green property.
9
<PAGE>
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 general partner of
your partnership is One Winthrop Properties, Inc.
Your partnership's investment portfolio currently consists of six
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 the Original Portfolio Building/
Tenant - Property/Location Purchase Property(1) Percentage(2) Land (3)
- -------------------------- -------- ----------- ------------- --------
<S> <C> <C> <C> <C>
Toys "R" Us, Inc. Livingston, NJ 11/19/80 $2,127,950 10.7 43,000/5.0
Toys "R" Us, Inc., Beaumont, TX 11/19/80 $2,234,050 11.3 43,000/4.5
Motorola, Inc., Mt. Pleasant, IA 12/24/80 $ 982,617 5 35,700/3.0
Duckwall-Alco Stores, Inc., Nebraska 12/24/80 $ 972,007 5 35,700/2.0
City, NE
Hobby-Lobby Creative Center, Victoria, TX 12/30/80 $3,121,436 15 96,498/7.8
Bolivar, OH(4) 9/23/80 $ 178,163 <1 2,520/0.8
</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) Building size is in square feet, land size is in acres.
(4) Property is currently vacant and under contract for sale.
Your partnership owns the fee interest in each of these properties free
of any mortgages. All of the properties are commercial or industrial in nature
and are triple net leased to a single tenant with the exception of the Bolivar,
Ohio property which was vacated by the tenant upon the expiration of the lease.
Each of the tenants, other than Hobby-Lobby Creative Center, 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 your partnership's
properties as well as decisions with respect to the initiation of any
development or renovations at your partnership's properties. Your partnership
has limited approval rights over any such renovation programs proposed by the
tenants. Your partnership has no responsibility for any maintenance, repairs or
improvements associated with its properties other than the Victoria, Texas
property, for which your partnership is responsible for all exterior repairs. In
addition, with the exception of the Victoria, Texas property, the tenants are
responsible for all insurance requirements and the payment of real estate taxes
directly to the taxing authorities. Your partnership believes that each of its
properties is adequately covered by insurance. Hobby Lobby is required to pay to
your partnership additional rent to cover insurance, real estate taxes, and
common area maintenance charges.
On June 16, 1999, your partnership sold its Bowling Green, Kentucky
property. The net sales proceeds from this sale were approximately $1,738,721.
In addition, on July 23, 1999, your partnership sold its Ashtabula, Ohio
property. The net sales proceeds from this sale were approximately $34,400.
10
<PAGE>
Tenants with 1998 rental payments, including percentage rents, of 10%
or more of your partnership's total rental revenue, are as follows: Wal-Mart
Stores, Inc. in Bowling Green, Kentucky, 26%; Toys "R" Us, Inc. in Livingston,
New Jersey, 21%; Toys "R" Us, Inc. in Beaumont, Texas, 16%; Motorola facility in
Mt. Pleasant, Iowa, 10%; and Duckwall-Alco Store in Nebraska City, Nebraska,
10%.
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
Bolivar, Ohio property which is currently vacant and under contract for sale:
<TABLE>
<CAPTION>
Tenant Lease Renewal 1999 Annual
Property/Location Business of Tenant Expiration Option (1) Base Rent
- ----------------- ------------------ ---------- ---------- ---------
<S> <C> <C> <C> <C>
Toys "R" Us, Inc., Retail Toy Store 1-1-2001 7 - 5yr. $214,000(3)
Livingston, NJ
Toys "R" Us, Inc., Retail Toy Store 1-1-2001 7 - 5yr. $224,700
Beaumont, TX
Motorola, Inc., Retail Dept. Store 11-30-99 1 - 1yr. $132,509
Mt. Pleasant, IA
Duckwall-Alco Stores, Inc., Retail Dept. Store 12-22-2000 4 - 5 yr. $109,200(2)
Nebraska City, NE
Hobby Lobby Creative Center, Hobby Store 5-31-2008 2 - 5yr. $271,436
Victoria, TX (4)
</TABLE>
(1) The first number represents the number of renewal options. The second
number represents the length of each option.
(2) Additional percentage rent of $3,392, representing a percentage of store
sales was received in 1999.
(3) Additional percentage rent of $56,160, representing a percentage of store
sales was received in 1999.
(4) Property is 60% occupied.
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>
Bolivar, OH(2) $123,997 $ 84,844 5/40 yr. S/L $75,922
Livingston, NJ $595,826 - - - $992,785
Beaumont, TX $647,874 - - - $1,125,675
Mt. Pleasant, IA $524,887 $234,080 5/40 yr. S/L $331,518
Nebraska City, NE $580,000 $247,112 5/40 yr. S/L $324,602
Victoria, TX $2,143,297 $19,336 - - $1,132,853
</TABLE>
(1) As accounted for under Statement of Financial Accounting Standards No. 13.
(2) Property is currently under contract for sale.
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
<TABLE>
<CAPTION>
Selected Financial Data
(in thousands, except unit data)
Fiscal Year Ended December 31, Six Months Ended 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 $ 660 $ 568 $ 559 $ 394 $ 320
Other Income 200 62 - 39 46
Gain on Sale of Property 131 46 - 527 134
Total Income 1,477 1,292 1,250 1,048 946
Total Expenses 200 175 769 142 88
Net Income 1,277 1,117 481 906 858
Net Income per unit 25.94 22.59 9.77 19.08 17.50
Distributions per unit 33.74 15.23 31.83 5.59 20.55
<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 $8,300 $8,322 $8,136 $8,832 $8,830
Total Liabilities (456) (215) (451) (337) (353)
Partners Capital - (45,646 units 7,844 8,107 7,685 8,495 8,027
Issued and outstanding)
Statements of Cash Flow Data:
Cash and Cash Equivalents 1,761 1,541 904 3,523 1,837
Net Cash provided by
Operating Activities 1,154 1,052 1,246 437 702
</TABLE>
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 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.
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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. and
Linnaeus-Hampshire Realty Limited Partnership are the general partners of your
partnership, and One Winthrop Properties, Inc. is the managing general partner.
Winthrop Management LLC, an affiliate of the general partner of your
partnership, 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 received $21,000
and $22,000, respectively, for managing the properties of your partnership.
During the liquidation stage of your partnership, the general partners
of your partnership and their affiliates are entitled to receive 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. 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) 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
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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 259.5 units owned by our affiliates are owned by Winthrop Financial
Associates, A Limited Partnership (32 units), WFC Realty Co., Inc. (210 units)
and WIN Partner Interest LLC (17.5 units), all of which have a principal
business address at 5 Cambridge Center, 9th Floor, Cambridge, Massachusetts
02142.
Section 12. Source of Funds. We expects that approximately $3,578,640
will be required to purchase 22,366.5 units, if tendered. We expects 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 is one of the 17 named defendants in a
lawsuit titled Robert Lewis and City Partnerships v. Winthrop Financial
Associates, et. al. The suit alleges 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. The plaintiffs are seeking class status on behalf of all
limited partners in the 17 named partnerships.
Establishment of Purchase Price. We have set the purchase price at $160
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 and 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 lease's initial terms. With respect to the one property currently
under contact for sale, we valued this property assuming it is sold at the
contract price and pursuant to the terms of the contract.
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 $181 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
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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
and there will continue to be no debt on your partnership's properties; (d) your
partnership's current cash (including net proceeds from the sale of the Bowling
Green and Ashtabula properties and estimated proceeds for the sale of the
Bolivar property) are valued at 100%; (e) your partnership's Victoria, Texas
property will remain only 60% occupied and no value was given to the unoccupied
space; (f) your partnership would establish a reserve of approximately $30,000
per year for potential tenant defaults, capital improvements and other operating
costs and expenses; (g) 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; (h) your partnership would receive annual
percentage rent of $3,392 from the Nebraska City property and $56,160 from the
Livingston property; and (i) your partnership would receive a one time insurance
payment of $750,000 in the third quarter of 2000 for hail damage caused at the
Bowling Green 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 any appreciation in the rental value of the
property 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.
The following table sets forth for each of your partnership's
properties, the fixed 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>
Mt. Pleasant, Iowa $3.71 $2.50 Unencumbered
Nebraska City, Nebraska $3.06 $3.05 Unencumbered
Livingston, New Jersey $4.98 $10.00 Encumbered
Beaumont, Texas $5.23 $5.00 Unencumbered
Victoria, Texas $5.22 $4.50 Unencumbered
</TABLE>
In determining the sale price of the Livingston property at the end of
its initial term, we discounted rental income attributable to the 43,000 square
feet of space comprising such property during the renewal terms of the existing
lease to the end of the initial term using a discount rate of 12% and deducting
4% for selling costs. We
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<PAGE>
assumed no residual value for the property at the end of the last renewal term.
In determining the sale price of the Mt. Pleasant, Beaumont, Victoria and
Nebraska City properties, at the end of their respective initial terms, we: (i)
capitalized the current fair market rent at 12%; (ii) deducted an average of
$12.78 per square foot for tenant improvements; (iii) deducted $1 per square
foot for leasing commissions, (iv) deducted 9 months of vacancy for downtime
vacancy loss except for the Nebraska City property for which we assumed 24
months of vacancy for downtime due to location; (v) deducted 3% for selling
costs; and (vi) deducted $1 per square foot for reserves. The amount 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 made on an
unencumbered basis.
<TABLE>
<CAPTION>
Mt. Pleasant, Nebraska City, Beaumont, Victoria,
Iowa Nebraska Texas Texas(1)
------------- -------------- --------- --------
<S> <C> <C> <C> <C>
Square Feet 35,700 35,700 43,000 91,498
Tenant Improvements $535,500 $535,500 $645,000 $914,980
Leasing Commissions $35,700 $35,700 $43,000 $91,498
Downtime Costs $66,938 $217,770 $161,250 $308,806
Selling Costs $22,313 $27,221 $53,750 $102,935
Reserves $35,700 $35,700 $43,000 $91,498
</TABLE>
- -----------
(1) Only includes information on 60% of the property that is currently
occupied.
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:
- ---------------- ---------------------------- --------------------------------
Purchase Price Net After-Tax Benefit Per Present Value of Net After-Tax
Unit of Accepting our Offer Benefit Per Unit Through End of
Applicable Initial Term Followed
by Sale of Properties
- ---------------- ---------------------------- --------------------------------
$160 $176 $191
- ---------------- ---------------------------- --------------------------------
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
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<PAGE>
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
Low Sales Price High Sales Price
Per Unit Per Unit
-------- --------
Fiscal Year Ended December 31, 1999:
Second Quarter........................ $135.80 $164.79
First Quarter......................... 145.00 163.32
Fiscal Year Ended December 31, 1998:
Fourth Quarter........................ 160.00 166.31
Third Quarter ....................... 68.40 165.00
Second Quarter........................ 123.00 163.25
First Quarter ........................ 110.00 180.00
Fiscal Year Ended December 31, 1997:
Fourth Quarter ....................... 110.00 126.00
Third Quarter......................... 103.00 142.99
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 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;
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(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 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
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<PAGE>
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. 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 pay all costs and expenses of printing and mailing our offer.
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.
August 23, 1999
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<PAGE>
Schedule 1
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.
I-1
<PAGE>
The letter of transmittal and any other required documents should be
sent or delivered by each you or your broker, dealer, commercial bank, trust
company or other nominee to us at our 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>
Exhibit (a)(2)
WINTHROP PARTNERS 80 LIMITED PARTNERSHIP
LETTER OF TRANSMITTAL
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON SEPTEMBER 20, 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 LP Units set forth above to
Quadrangle Associates I L.L.C., a Delaware limited liability company (the
"Purchaser") for $160 cash per LP Unit upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 23, 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, postage-paid envelope
enclosed, or by Hand or Overnight delivery to: 5 Cambridge Center, 9th Floor,
Cambridge, MA 02142 or by Facsimile to (617) 234-3310.
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<PAGE>
BEFORE SIGNING AND RETURNING THIS LETTER OF TRANSMITTAL,
PLEASE REFER TO THE ACCOMPANYING INSTRUCTIONS
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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.
</TABLE>
13
<PAGE>
<TABLE>
<S>> <C> <C>
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>
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.
14
<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
August 23, 1999
Re: Offer to Purchase Units of Limited Partnership Interest in
Winthrop Partners 80 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
22,366.5 of the outstanding limited partnership interests in your partnership
for $160 per unit.
To accept our offer, complete the enclosed letter of transmittal and return it
to us on or prior to September 20, 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.
