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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
_______________________
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
a Massachusetts Limited Partnership
(Name of Subject Company)
LON-WGI ASSOCIATES L.L.C.
(Bidder)
AP GP WIN MASTER, INC.
(Co-Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(and assignee interests therein)
(Title of Class
of Securities)
NONE
(CUSIP Number of Class of Securities)
_______________________
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<S> <C>
Michael L. Ashner Copy to:
LON-WGI Associates L.L.C. Mark I. Fisher
100 Jericho Quadrangle, Suite 214 Rosenman & Colin LLP
Jericho, New York 11735-2717 575 Madison Avenue
(516) 822-0022 New York, New York 10022-2585
(212) 940-8877
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$3,025,000 $605.00
* For purposes of calculating the filing fee only. This amount
assumes the purchase of 11,000 Units of Limited Partnership Interest
("Units") of the subject company for $275 per Unit in cash.
|X| 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 date of its filing.
Amount previously paid: $605.00 Filing Party: LON-WGI ASSOCIATES
L.L.C.
Form or registration no.: Schedule 14D-1 Date Filed: February 6, 1997
(continued on following pages)
(Page 1 of 6 Pages)
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CUSIP No.: None 14D-1 Page 2 of 6 Pages
1.Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LON-WGI Associates L.L.C.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) /_/
(b) /_/
3. SEC Use Only
4. Sources of Funds (See Instructions)
AF; WC
5. Check Box 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
5
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
/_/
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
10. Type of Reporting Person (See Instructions)
OO
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CUSIP No.: None 14D-1 Page 3 of 6 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AP GP Win Master, Inc.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) |_|
(b) |_|
3. SEC Use Only
4. Sources of Funds (See Instructions)
N/A
5. Check Box 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
5*
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
|_|
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
10. Type of Reporting Person (See Instructions)
CO
- --------
* Represents Units owned by LON-WGI Associates L.L.C.
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AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on
Schedule 14D-1 filed with the Commission on February 6, 1997 by
LON-WGI Associates L.L.C., a Delaware limited liability company
(the "Purchaser"), relating to the tender offer by the Purchaser to
purchase up to 11,000 of the outstanding Units of Limited
Partnership Interest (and assignee interest therein) ("Units") of
Winthrop Growth Investors 1 Limited Partnership, a Massachusetts
limited partnership (the "Partnership"), at a purchase price (the
"Purchase Price") equal to $275 per Unit less the amount of any
distributions made by the Partnership between February 6, 1997 (the
"Offer Date") and the date of payment of the Purchase Price by the
Purchaser, net to the seller in cash, without interest, upon the
terms set forth in the Offer to Purchase dated February 6, 1997
(the "Offer to Purchase") and in the related Letter of Transmittal,
as each may be supplemented or amended from time to time (which
together constitute the "Offer"), to include the information set
forth below. Terms not otherwise defined herein shall have the
meaning ascribed to them in the Schedule 14D-1 and the Offer to
Purchase.
Item 10. Additional Information.
Item 10(f) is hereby amended as follows:
The information set forth in the press release attached hereto
as Exhibit (a)(4) is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented by adding the following, copies
of which are attached hereto as Exhibit:
(a)(4) Press Release dated March 7, 1997.
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Signatures
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: March 7, 1997
LON-WGI ASSOCIATES L.L.C.
By: AP GP Win Master, L.P.
By: AP GP Win Master, Inc.,
its General Partner
By: AP Wem Associates L.P.,
Member
By: AP GP Win Master, L.P.,
its General Partner
By: /s/ Michael L. Ashner
------------------------------------
Name: Michael L. Ashner
Title: Vice President
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Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
(a)(4) Press Release dated March 7, 1997
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Exhibit (a)(4)
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March 7, 1997
Jericho, New York
FOR IMMEDIATE RELEASE ....
LON-WGI Associates L.L.C. has extended the expiration date
of its offer to purchase up to approximately 47.5% of the
outstanding units of limited partnership interest and assignee
interests therein of Winthrop Growth Investors 1 Limited
Partnership at $275 per interest until 12:00 Midnight, New York
City time, on Friday, March 14, 1997. Approximately 4,013 Units
had been deposited pursuant to the offer as of the close of
business on March 6, 1997.
For additional information, contact The Swenson Group,
L.L.C., the Information Agent for the offer, at (800) 914-7896.
