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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Winthrop Growth Investors 1 Limited Partnership
(Name of Subject Company)
Winthrop Growth Investors 1 Limited Partnership
(Name of Person Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Patrick Foye
Two Winthrop Properties, Inc.
55 Beattie Place
Greenville, South Carolina 29602
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
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1. Security and Subject Company
The name of the subject company is Winthrop Growth Investors 1 Limited
Partnership, a Massachusetts limited partnership (the "Partnership"), and the
address of the principal executive offices of the Partnership is 55 Beattie
Place, Greenville, South Carolina 29602. The title of the class of equity
securities to which this statement relates is limited partnership units
("Units") of the Partnership.
2. Tender Offer of the Bidder
This Statement relates to the tender offer of AIMCO Properties, L.P. (the
"Purchaser"), to purchase up to 10,425 Units at a purchase price of $284 per
Unit, less the amount of any distributions declared or made with respect to the
Units between April 27, 1999 and May 24, 1999, pursuant to the terms and
conditions of an Offer to Purchase dated April 27, 1999, and the related Letter
of Transmittal (together, the "Offer"). The Offer is being made pursuant to a
tender offer statement on Schedule 14D-1 dated April 27, 1999.
The address of the Purchaser's executive offices is 1873 S. Bellaire
Street, 17th Floor, Denver, Colorado 80222.
3. Identity and Background
(a) The name and business address of the Partnership, which is the person
filing this Statement, are set forth in Item 1 above.
(b) The Partnership's general partner is Two Winthrop Properties, Inc., a
Massachusetts corporation (the "General Partner"). The General Partner and the
Purchaser are each controlled by Apartment Management and Investment Company
("AIMCO"), a Maryland real estate investment trust and a co-bidder in the Offer.
Certain Relationships. The Purchaser and its affiliates own 4,872.34 Units,
representing 21.057% of the total number of Units. The Partnership's Agreement
of Limited Partnership provides for certain payments to affiliates for services
and as reimbursement of certain expenses incurred by affiliates on behalf of the
Partnership. During the years ended December 31, 1998, 1997 and 1996, affiliates
of the General Partner (which are also affiliates of the Purchaser) were
entitled to receive 5% of gross receipts from all of the Partnership's
residential properties for providing property management services. The
Partnership paid to such affiliates $362,000, $245,000 and $335,000 for the
years ended December 31, 1998, 1997 and 1996, respectively. In addition, an
affiliate of the General Partner (which is also an affiliate of the Purchaser)
received reimbursement of accountable administrative expenses amounting to
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approximately $76,000, $86,000 and $90,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
4. The Solicitation or Recommendation
Because of the conflict of interest inherent in the fact that the General
Partner is, as described above, an affiliate of the Purchaser, the Partnership
is making no recommendation and is remaining neutral as to whether limited
partners should tender their Units pursuant to the Offer. The Partnership does
believe, however, that Limited Partners who desire to presently liquidate their
interest in the Partnership for cash should tender their Units for the greatest
purchase price available.
5. Persons Retained, Employed or to be Compensated
Neither the Partnership nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person or class of persons
to make solicitations or recommendations to limited partners on its behalf
concerning the Offer.
6. Certain Negotiations and Transactions by the Subject Company
(a) No acquisitions of Units were made in the past 60 days by the Purchaser
or AIMCO.
(b) The 4,872.34 Units held by affiliates of the General Partner will not
be tendered to the Purchaser pursuant to the Offer.
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7. Certain Negotiations and Transactions with the Subject Company.
(a)(1) None
(a)(2) None
(a)(3) The Purchaser is an affiliate of the General Partner.
(a)(4) None
(b) None
8. Additional Information to be Furnished
None.
9. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a) - Letter to Limited Partners from the Partnership dated April 27,
1999.
Exhibit (b) - None
Exhibit (c) - None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
WINTHROP GROWTH INVESTORS
1 LIMITED PARTNERSHIP
By: Two Winthrop Properties, Inc.
General Partner
By: /s/ Patrick Foye
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Vice President-Residential
Date: April 27, 1999
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WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
55 Beattie Place, P.O. Box 2347
Greenville, South Carolina 29602
(877) 460-2557
April 27, 1999
Dear Limited Partner:
Encloses is the Schedule 14D-9 which was filed by the Partnership with the
Securities and Exchange Commission in connection with the offer by AIMCO
Properties, L.P. (the "Purchaser") to purchase limited partnership interests in
the Partnership (the "Unit").
The corporate general partner of the Partnership is affiliated with the
Purchaser. Accordingly, the Partnership is making no recommendation and is
remaining neutral as to whether limited partners should tender their Units
pursuant to the Purchaser's offer. The Partnership does believe, however, that
Limited Partners who desire to presently liquidate their interest in the
Partnership for cash should tender their Units for the greatest purchase price
available. In this regard, including the Purchaser's offer, the Partnership is
aware of two outstanding offers for Units: the Purchaser's offer at $284 per
Unit; and an offer by Equity Resource Boston Fund (an unaffiliated third party)
at $274 per Unit.
Limited Partners are advised to carefully read the enclosed Schedule 14D-9.
If you have any questions or would like further information about possible other
opportunities to sell your Units, please contact River Oaks Partnership
Services, Inc. at (888) 349-2005.
Sincerely,
WINTHROP GROWTH INVESTORS 1
LIMITED PARTNERSHIP
