As filed with the Securities and Exchange Commission on September 6, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 22, 1995
Indian River Citrus Investors Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 2-95219 04-6613783
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
One International Place, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 330-8600
N/A
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On August 22, 1995, the Registrant's general partner, Winthrop
Agricultural Management II, Inc. (the "General Partner"), executed an amendment
(the "Amendment") to the Registrant's partnership agreement (the "Partnership
Agreement") pursuant to Section 12.2C of the Partnership Agreement. A copy of
the Amendment is attached hereto as Exhibit 3 and incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
Exhibits. (c)
3. 48th Amendment to the Amended and Restated Limited Partnership Agreement of
Indian River Citrus Investors Limited Partnership.
SIGNATURES
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.
INDIAN RIVER CITRUS INVESTORS LIMITED
PARTNERSHIP
(Registrant)
By: Winthrop Agricultural Management II, Inc.
its general partner
Date: September 6, 1995 By:/s/Judith A. Miller
Title: Vice President, Authorized Officer
<PAGE>
48th AMENDMENT
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP
This is the 48th Amendment to the Amended and Restated
Agreement of Limited Partnership of Indian River Citrus Investors Limited
Partnership, a Massachusetts limited partnership, dated as of November 13, 1985
and amended thereafter from time to time (as so amended, the "Partnership
Agreement"). This amendment is made pursuant to the authority granted in
sections 6.3, 12.2 and 12.3(A)(2) of the Partnership Agreement. Except as the
context otherwise requires, capitalized terms used herein without definition
shall have the meanings given to them in the Partnership Agreement.
RECITALS
A. Section 6.3 of the Partnership Agreement provides that the General
Partner "shall have the full and exclusive right to manage and control the
business and affairs of the Partnership."
B. Section 12.2C of the Partnership Agreement provides that "[t]he General
Partner may, without the consent or approval of any Limited Partner, amend this
Agreement . . . to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provisions herein, or to add any
other provisions with respect to matters or questions arising under this
Agreement which will not be inconsistent with the provisions of this Agreement .
. . [provided] such amendment . . . is not adverse to the interests of the
Limited Partners . . . ."
C. It has come to the attention of the General Partner that the provisions
for action by the Limited Partners by written consent set forth in section 12.4
of the Partnership Agreement are ambiguous and fail to specify, among other
things, the circumstances under which action by written consent becomes
effective and how long consents remain effective to take action. Such ambiguity
may give rise to uncertainty as to the consent solicitation procedures
applicable to the Partnership. The procedures for action by written consent
otherwise require corrective and supplemental amendment in order to give them
full effect.
D. Therefore, in order to provide clarity as to the consent procedures
applicable to the Partnership, the General Partner has decided that it is in the
best interest of the Partnership to amend the Partnership Agreement to clarify
the ambiguity in the Partnership Agreement and correct and supplement the
provisions thereof.
<PAGE>
AMENDMENT
NOW, THEREFORE, pursuant to the authority, and for the
reasons, described above, the General Partner hereby amends the Partnership
Agreement as follows:
1. Section 12.4C is hereby amended to add the following at the end of
section 12.4C:
Written notice of a meeting shall state the place, date and time of the
meeting (which, subject to the requirements of this section 12.12 as to
the date of a meeting, shall be determined by the General Partner), as
well as the purposes for which the meeting is called. Business
transacted at any meeting of the Partners shall be limited to the
purpose stated in the notice of such meeting.
2. Section 12.4 is hereby amended to add the following provisions:
E. Each Partner may authorize another person or persons by
written proxy to act for such Partner at any meeting of the Partners,
which proxy shall specify the meeting to which it shall apply;
provided, however, that no such proxy shall be accepted if it is dated
more than six months before the meeting named therein, and no proxy
shall be valid after the final adjournment of such meeting.
F. In connection with any matter submitted to a vote by
written consent pursuant to section 12.4B, every written consent shall
bear the date of signature of each Limited Partner who signs the
consent and no written consent shall be effective to take the action
referred to therein unless, within the time provided by applicable law,
but in no event more than 60 calendar days from the earlier of the
record date or the date of the earliest dated written consent delivered
in the manner required by this section 12.4F to the General Partner,
written consents signed by a sufficient number of Limited Partners to
take such action are delivered to the General Partner.
G. Any material amendment to any action to be taken by written
consent pursuant to section 12.4B shall require compliance again with
the provisions of section 12.4B and section 12.4E.
H. In connection with any matter subject to a vote at a
meeting or by written consent, the General Partner shall fix a record
date to determine the Limited Partners entitled to vote on such matter
and only Limited Partners of record on the record date shall be
entitled to vote on such matter. In the case of a vote at a meeting of
the Partners, such record date shall not be more than 60 nor less than
15 days before the meeting. In the case of a vote by written consent,
such record date shall not be more than 10 days after receipt by the
General Partner of the written request to submit the matter to a vote
by written consent pursuant to section 12.4B. Notwithstanding the
foregoing, such record date shall not precede the date upon which the
General Partner fixes the record date.
<PAGE>
3. If it shall be determined that any provision or wording of
this amendment shall be invalid or unenforceable under applicable law, such
invalidity or unenforceability shall not invalidate the entire amendment, in
which case, this amendment shall be construed so as to limit any term or
provision so as to make it enforceable or valid within the requirements of
applicable law, and, in the event such term or provision cannot be so limited,
this amendment shall be construed to omit such invalid or unenforceable
provisions.
4. Except as specifically amended above, the Partnership
Agreement shall remain in full force and effect in accordance with its terms and
the Partnership Agreement is hereby ratified and confirmed.
5. This amendment and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Massachusetts,
and all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned hereby executed this
Amendment.
Dated: August 22, 1995
GENERAL PARTNER:
WINTHROP AGRICULTURAL MANAGEMENT II, INC.
By: /s/ Richard J. McCready
Name: Richard J. McCready
Title: Chief Operating Officer
LIMITED PARTNERS:
By: Winthrop Agricultural Management II, Inc., pursuant to
the power of attorney set forth in section 12.3(A)(2)
of the Partnership Agreement
By: /s/ Richard J. McCready
Name: Richard J. McCready
Title: Chief Operating Officer
