SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT)
(Final Amendment)
WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
(Name of Issuer)
WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
(on its own behalf and as a successor to Londonderry
Acquisition Limited Partnership)
LINNAEUS ASSOCIATES LIMITED PARTNERSHIP
(Name of Persons Filing Statement)
ASSIGNEE UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
(N/A)
CUSIP Numbers of Classes of Securities
RICHARD J. McCREADY
CHIEF OPERATING OFFICER
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110(617) 330-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf
of Persons Filing Statement)
Copies to:
PATRICK J. FOYE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
This statement is filed in connection with (check the
appropriate box):
a. (X) The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. ___ The filing of a registration statement under the
Securities Act of 1933.
c. ___ A tender offer.
d. ___ None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies. (X)
CALCULATION OF FILING FEE
Transaction Valuation: $14,225,788* Amount of Filing Fee:
$2,845.16
* For purposes of calculating fee only. This amount
assumes that 1,354,837 Assignee Units of Limited
Partnership interest will be converted into the right
to receive consideration of $10.50 per unit in cash,
without interest.
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 of schedule and the
date of its filing.
Amount previously paid: $2,845.16
Filing Party: Winthrop Financial Associates, A Limited
Partnership
Form or registration no.: 5-37467
Date filed: June 19, 1996
INTRODUCTION
This Final Amendment (the "Final Amendment") to the
Rule 13e-3 Transaction Statement on Schedule 13E-3 filed
on June 19, 1996 relates to a merger (the "Merger") of
Londonderry Acquisition Limited Partnership, a Delaware
limited partnership ("Londonderry"), with and into
Winthrop Financial Associates, A Limited Partnership, a
Maryland limited partnership (the "Partnership") which was
consummated on October 14, 1996 (the "Effective Time").
Under the Agreement and Plan of Merger dated as of June
17, 1996 (the "Merger Agreement"), by and among the
Partnership and Londonderry, as of the Effective Time:
(i) each issued and outstanding Assignee Limited
Partnership Unit ("Assignee Unit") sold to the public
pursuant to an offering registered with the Securities and
Exchange Commission on Form S-11 (the "Public Units"),
other than those held by Londonderry, and other than
Public Units ("Dissenting Units") held by holders
("Dissenting Unitholders") desiring to exercise their
appraisal rights under the Maryland General Corporate Law
(the "MGCL"), was converted into the right to receive
$10.50 in cash, without interest; (ii) each issued and
outstanding Public Unit, other than Dissenting Units,
ceased to be outstanding and was cancelled and retired
; (iii) Londonderry Holdings LLC, the holder of the
entire limited partnership interest of Londonderry, was
issued 1,000 Assignee Units of the Partnership in
consideration of the transfer of Londonderry's assets to
the Partnership and the cancellation of such limited
partnership interest; (iv) Londonderry ceased to exist;
and (v) all Dissenting Units were not converted into
the right to receive $10.50 in cash. Each Dissenting
Unitholder is entitled to receive payment of the
appraised value of his or her Dissenting Units in
accordance with the provisions of Section 3-202 of the
MGCL, except that any Dissenting Units held by a holder
who shall thereafter withdraw his or her demand for
appraisal of such Dissenting Units as provided in Section
3-205 of the MGCL or lose his or her right to such payment
as provided in Sections 3-203 and 3-205 of the MGCL shall
be deemed converted, as of the effective time of the
Merger, into the amount of cash such holder would
otherwise have been entitled to receive as a result of the
Merger.
On September 18, 1996, the Partnership filed a
definitive information statement (the "Information
Statement") on Form 14C with the Securities and Exchange
Commission (the "Commission").
The actions and determinations of the Partnership are
made on behalf of the Partnership by its general partner,
in such capacity. The general partner of the Partnership
is Linnaeus Associates Limited Partnership, a Maryland
limited partnership ("Linnaeus"), which also currently
holds approximately 82.25% of the Assignee Units. The
general partner of Linnaeus is W.L. Realty, L.P., a
Delaware limited partnership ("WLR"). The sole general
partner of WLR is Londonderry Acquisition II Limited
Partnership, a Delaware Limited Partnership ("Londonderry
II"). The sole general partner of Londonderry II is LDY-
GP Partners II, L.P., a Delaware limited partnership
("LDY-GP II"). The general partner of LDY-GP II is
Londonderry Acquisition Corporation II, Inc., a Delaware
corporation ("LAC II General Partner"). The sole
stockholder of Londonderry II is Apollo Real Estate
Advisors, L.P., a Delaware limited partnership ("Apollo").
The sole general partner of Apollo is Apollo Real Estate
Management, Inc., a Delaware corporation ("AREM").
This Schedule 13E-3 is being filed by the Partnership
(on its own behalf and as a successor to Londonderry)
and Linnaeus. The information set forth in the
Information Statement, including the Merger Agreement and
other Annexes thereto, is incorporated in its entirety
herein by reference.
SIGNATURE
After due inquiry, and to the best of my knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP
By: Linnaeus Associates Limited
Partnership, its general partner
By: W.L. Realty, L.P., its general
partner
By: Londonderry Acquisition II
Limited Partnership, its general
partner
By: LDY-GP Partners II, L.P., its
general partner
By: Londonderry Acquisition
Corporation II, Inc., its general
partner
By: /s/ Edward Scheetz
Name: Edward Scheetz
Title: Vice President
Date: October 15, 1996
SIGNATURE
After due inquiry, and to the best of my knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
LINNAEUS ASSOCIATES LIMITED PARTNERSHIP
By: W.L. Realty, L.P., its general
partner
By: Londonderry Acquisition II
Limited Partnership, its general
partner
By: LDY-GP Partners II, L.P., its
general partner
By: Londonderry Acquisition
Corporation II, Inc., its general
partner
By: /s/ Edward Scheetz
Name: Edward Scheetz
Title: Vice President
Date: October 15, 1996
EXHIBIT INDEX
10 - Commitment Letter of The First National Bank of
Boston, dated August 8, 1996*
99.1 - Definitive Information Statement of Winthrop
Financial Associates, A Limited Partnership*
* Previously filed.
