SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 1996
Winthrop Financial Associates, A Limited Partnership
(Exact name of registrant as specified in its charter)
Maryland 2-94797 04-2846721
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
One International Place, Boston, MA 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 330-8600
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On October 14, 1996 (the "Effective Time"),
Londonderry Acquisition Limited Partnership, a Delaware
limited partnership ("Londonderry"), merged with and into
Winthrop Financial Associates, A Limited Partnership, a
Maryland limited partnership (the "Partnership"). Under
the Agreement and Plan of Merger dated as of June 17,
1996 (the "Merger Agreement"), by and among the
Partnership and Londonderry, at 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 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 ceased to be
outstanding and was cancelled and retired; (iii)
Londonderry Holdings LLC, the holder of the entire
limited partnership interest of Londonderry at the
Effective Time, 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 converted into the right to receive payment of the
fair value of such units in accordance with the MGCL.
The information set forth in the Partnership's
Definitive Information Statement relating to the Merger,
filed on September 18, 1996, including the Merger
Agreement and other Annexes thereto, is incorporated in
its entirety herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: October 25, 1996
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
