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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
Final Amendment
and
SCHEDULE 13D*
Statement Pursuant to Section 13(d) of the Securities and
Exchange Act of 1934
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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)
-----------------------
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
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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* This statement also constitutes the statement on Schedule 13D of LON-WGI
Associates L.L.C. and AP GP Win Master, Inc. filed with respect to the
units of limited partnership Interest and assignee interests therein of
Winthrop Growth Investors 1 Limited Partnership, a Massachusetts Limited
Partnership, acquired pursuant to the Offer to Purchase, dated 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
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LON-WGI Associates L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3. SEC Use Only
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4. Sources of Funds (See Instructions)
AF; WC
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5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
|_|
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting
Person
4,760
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
|_|
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9. Percent of Class Represented by Amount in Row (7)
Approximately 20.6%
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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
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5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
|_|
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting
Person
4,760*
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
|_|
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9. Percent of Class Represented by Amount in Row (7)
Approximately 20.6%
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10. Type of Reporting Person (See Instructions)
CO
- --------------------------------------------------------------------------------
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* Represents Units owned by LON-WGI Associates L.L.C.
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AMENDMENT NO. 2 TO SCHEDULE 14D-1 AND SCHEDULE 13D
This Amendment No. 2 (Final Amendment) 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"), as
amended by Amendment No. 1 thereto (the "Schedule 14D-1"), 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, and (ii) constitutes the
statement on Schedule 13D of LON-WGI Associates L.L.C. and AP GP Win Master,
Inc. (the "Reporting Persons"). Terms not otherwise defined herein shall have
the meaning ascribed to them in the Schedule 14D-1 and the Offer to Purchase.
Item 4. Source and Amount of Funds or Other Consideration.
Item 4(a) is hereby supplemented and amended as follows:
"The total amount of funds required by the Purchaser to purchase the 4,755
Units accepted for payment pursuant to the Offer, exclusive of fees and
expenses, is $1,307,625. The Purchaser obtained such funds (plus amounts to pay
fees and expenses) from capital contributions from its members."
Item 6. Interest in Securities of the Subject Company.
Item 6(a)-(b) is hereby supplemented and amended as follows:
"The Offer expired at 12:00 Midnight, New York City time, on Friday, March
14, 1997. Based on information provided by the Depositary to the Reporting
Persons, pursuant to the Offer, as of 12:00 Midnight, New York City time on
Friday, March 14, 1997, the Purchaser accepted for payment 4,755 Units,
constituting approximately 20.5% of the outstanding Units."
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby supplemented and amended by adding the following, copies
of which are attached hereto as exhibits:
(a)(5) Joint Filing Agreement dated March 19, 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 19, 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
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(a)(5) Joint Filing Agreement dated March 19, 1997
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Exhibit (a)(5)
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Joint Filing Agreement
In accordance with 13d-1(f) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of statements on Schedule 13D (including amendments thereto) with respect
to the units of limited partnership interest and assignee interests therein of
Winthrop Growth Investors 1 Limited Partnership and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned being duly authorized, have executed this
Joint Filing Agreement the 19th day of March, 1997.
Dated: March 19, 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
AP GP WIN MASTER, INC.
By: /s/Michael L. Ashner
----------------------------------------
Name: Michael L. Ashner
Title: Vice President
