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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Name of Issuer)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number)
AQUARIUS ACQUISITION, L.P.
C/O NOMURA ASSET CAPITAL CORPORATION
TWO WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10005
(212) 667-2250
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 10, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of Pages
Exhibit Index Appears on Page
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<TABLE>
<S> <C>
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Aquarius Acquisition, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER (a)[]
OF A GROUP (b)[]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS []
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER
OF 7. SOLE VOTING POWER 226.15
SHARES
BENEFICIALLY ------------------------------------------------
OWNED
BY 8. SHARED VOTING POWER N/A
EACH
REPORTING ------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 226.15
WITH ------------------------------------------------
10. SHARED DISPOSITIVE POWER N/A
------------------------------------------------
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 226.15
REPORTING PERSON
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES []
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8%
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14. TYPE OF REPORTING PERSON PN
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</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Nomura Asset Capital Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER (a)[]
OF A GROUP (b)[]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS []
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER
OF 7. SOLE VOTING POWER 226.15
SHARES
BENEFICIALLY ------------------------------------------------
OWNED
BY 8. SHARED VOTING POWER N/A
EACH
REPORTING ------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER 226.15
WITH ------------------------------------------------
10. SHARED DISPOSITIVE POWER N/A
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 226.15
REPORTING PERSON
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES []
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8%
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14. TYPE OF REPORTING PERSON CO
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</TABLE>
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to Statement on Schedule 13D relates to Units
("Units") of limited partnership interests of Springhill Lake Investors
Limited Partnership, a Maryland limited partnership (the "Partnership"),
which has its principal offices at c/o Three Winthrop Properties, Inc., One
International Place, Boston, Massachusetts 02110. Capitalized terms used in
this Amendment No. 1 and not defined herein shall have the meanings set forth
in the Tender Offer Statement on Schedule 14D-1, as amended, filed by
Aquarius Acquisition, L.P., a Delaware limited partnership ("Aquarius"), with
the Securities and Exchange Commission.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On April 10, 1995, Aquarius purchased 9.5 Units in private transactions
for a total consideration of $326,800. All funds necessary for these
purchases were obtained from the Facility.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Each of Aquarius and NACC is the beneficial owner of 226.15 Units, as
determined in accordance with Rule 13d-3 of the Securities Exchange Act of
1934, as amended ("Rule 13d-3"). The 226.15 Units represent, in accordance
with Rule 13d-3, approximately 34.8% of the 649 Units outstanding as of April
10, 1995.
(b) Aquarius and NACC have the sole power to vote and dispose of all
226.15 Units.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
PAGE
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Exhibit A: Form of Agreement to Purchase Limited Partnership Interests in
Springhill Lake Investors Limited Partnership.
4
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: April 14, 1995
AQUARIUS ACQUISITION, L.P.
By: Partnership Acquisition Trust I,
its General Partner
By: WILMINGTON TRUST COMPANY,
as Trustee and not in its
individual capacity
By: /s/ David A. Vanaskey, Jr.
Name: David A. Vanaskey, Jr.
Title: Senior Financial Services Officer
NOMURA ASSET CAPITAL CORPORATION
By: /s/ Daniel S. Abrams
Name: Daniel S. Abrams
Title: Vice President
5
AGREEMENT TO PURCHASE LIMITED PARTNERSHIP INTERESTS
IN SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
Agreement (this "Agreement") by and between Aquarius
Acquisition, L.P., a Delaware limited partnership (individually
or collectively, the "Purchaser"), and the person(s) listed on
Exhibit 1 hereto (individually or collectively, the "Seller").
R E C I T A L S :
WHEREAS, the Purchaser desires to acquire from the
Seller, and the Seller desires to sell to the Purchaser, Units
(as defined below), all upon the terms and conditions of this
Agreement. As used herein, "Unit" and "Units" have the same
meaning as is ascribed to such terms in the Partnership
Agreement of Springhill Lake Investors Limited Partnership (the
"Partnership") as in effect on the date hereof and includes any
fractional Units.
NOW, THEREFORE, IT IS AGREED
1. The Seller hereby irrevocably offers to sell to
the Purchaser all of the Units listed on Exhibit 1 hereto (the
"Seller's Units") in return for cash consideration of $36,400
per Unit less any distributions received by the Seller after
March 21, 1995 in respect of the Seller's Units. The Purchaser
shall accept Seller's Units by executing this Agreement in the
space provided below. The Seller agrees that the Purchaser
shall have 7 days from the receipt of a duly executed copy of
this Agreement to accept the Seller's Units. Upon such
acceptance, the Purchaser agrees promptly to deliver payment
for the Seller's Units accepted for payment by check delivered
by overnight courier to the Seller at the Seller's address on
Exhibit 1 hereto.
2. Subject to and effective upon acceptance for
payment of the Seller's Units in accordance with the terms
hereof, the Seller hereby sells, assigns and transfers to, or
upon the order of, the Purchaser all right, title and interest
in and to such Seller's Units and requests, authorizes and
directs Three Winthrop Properties, Inc., a Massachusetts
company and Managing General Partner of the Partnership ("Three
Winthrop"), to substitute the Purchaser as a limited partner of
the Partnership in place of the Seller with respect to such
Seller's Units. The Seller hereby irrevocably constitutes and
appoints the Purchaser as the true and lawful agent and
attorney-in-fact of the Seller with respect to such Seller's
Units, with full power of substitution (such power of attorney
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being deemed to be an irrevocable power coupled with an
interest) to deliver such Seller's Units and transfer ownership
thereof on the Partnership books maintained by Three Winthrop,
together with all accompanying evidences of transfer and
authenticity, to or upon the order of the Purchaser and to
receive all benefits and otherwise exercise all rights of
ownership of such Seller's Units. Upon the transfer of such
Seller's Units, all prior proxies and consents given by the
Seller with respect thereto will be automatically revoked and
no subsequent proxies or consents may be given (and if given
will not be deemed effective).
3. The Seller hereby represents and warrants that
the Seller owns, and has full power and authority to sell,
assign and transfer, the Seller's Units, and that when such
Seller's Units are transferred the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of
all liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to the sale or
transfer thereof, and such Seller's Units will not be subject
to any adverse claim.
4. Upon request, the Seller will execute and
deliver any additional documents deemed by the Purchaser to be
necessary or desirable to complete the purchase of the Seller's
Units.
5. The Seller understands and agrees that the
acceptance of the Seller's Units by the Purchaser will
constitute a binding agreement between the Seller and the
Purchaser.
6. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the Seller
and any obligations of the Seller shall be binding upon the
heirs, personal representatives, administrators, executors,
successors, assigns and trustees in bankruptcy and other legal
representatives of the Seller. The Seller agrees that the
offer to sell Units pursuant to this Agreement is irrevocable.
7. The Purchaser agrees that it will pay or cause
to be paid all transfer taxes, if any, payable on the transfer
to it of Seller's Units accepted for payment pursuant to this
Agreement.
8. If any Seller's Units are registered in the
names of two or more joint administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting
in a fiduciary or representative capacity, such persons shall
deliver to the Purchaser, along with this Agreement, proper
evidence satisfactory to the Purchaser of their authority to so
act.
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9. The Seller hereby certifies the following:
a. The Taxpayer Identification Number ("TIN")
shown on the Substitute Form W-9 (attached hereto as Annex A)
is the correct TIN of the person who is submitting this
Agreement (and who is required by law to provide such TIN), or
such person is waiting for a TIN to be issued and such person
either (a) has mailed or delivered an application to receive a
TIN to the appropriate IRS Center or Social Security
Administration Office or (b) intends to mail or deliver an
application in the near future (it being understood that if
such person does not provide a TIN within sixty (60) days, 31%
of all reportable payments made to such person thereafter will
be withheld until such person provides a number);
b. The person who is submitting this Agreement
and who is required by law to provide such TIN is not subject
to backup withholding either because such person has not been
notified by the IRS that such person is subject to backup
withholding as a result of a failure to report all interest or
dividends or because the IRS has notified such person that he
or she is no longer subject to backup withholding. (If the
undersigned is unable to certify that such person is not
subject to backup withholding, such person should so indicate
by striking through this Section 9(b); and
c. If the FIRPTA Affidavit (attached hereto as
Annex B) or the Substitute Form W-8 (attached hereto as Annex
C) have been completed, the information provided by the
undersigned therein is true and accurate.
10. This Agreement shall be governed by the laws of
the State of New York (regardless of the laws that might
otherwise govern under applicable New York principles of
conflicts of law) as to all matters, including but not limited
to matters of validity, construction, effect, performance and
remedies.
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IN WITNESS WHEREOF, the Seller and the Purchaser have
executed this Agreement as follows and effective as of the date
written beside the Purchaser's signature below.
THE SELLER
Seller must sign exactly as name(s) appear(s) on
Exhibit 1 hereto.
(Signature)____________________________
(Signature)____________________________ Date___________, 1995
If signing as a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please
provide the following information.
Name(s) and Capacity: _________________________________________
(Please Print)
Address: ______________________________________________________
City, State:____________________________ Zip Code: ___________
Area Code and Telephone No.:___________________________________
SIGNATURE GUARANTEE
No signature guarantee is required if this Agreement
is signed by the registered Limited Partner. In all other
cases, all signatures on this Agreement and any other documents
required hereby must be guaranteed by a member of a registered
national securities exchange or of the National Association of
Securities Dealers, Inc. or by a commercial bank or trust
company having an office or correspondent in the United States.
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Name of Eligible Institution
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Address and Telephone No. of Eligible Institution
Signature ___________________ Name __________________ Title ________________
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THE PURCHASER
AQUARIUS ACQUISITION, L.P.
By: Partnership Acquisition Trust I,
the General Partner
By: WILMINGTON TRUST COMPANY,
as Trustee and not in its
individual capacity
By: __________________________ Date: _____________________, 1995
Name:
Title:
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ANNEX A
SUBSTITUTE FORM W-9
TAXPAYER IDENTIFICATION NUMBER
To prevent backup federal income tax withholding with
respect to payment of the purchase price for Units sold
pursuant to this Agreement, the Seller must verify to the
Purchaser its correct TIN. If the Units are held in more than
one name or are not held in the name of the actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional
guidance on which number to report. Failure to provide the
information on the form may subject the Seller to 31% federal
income tax withholding on the payments made to the Seller or
other payee with respect to Units sold.
Please provide the TIN of the person submitting this
Agreement on the line below or, if such person is awaiting a
TIN, check the box.
Social Security Number or
Employee Identification Number _________________
Awaiting TIN /__/
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ANNEX B
FIRPTA AFFIDAVIT
(Attach additional copies for joint Seller)
Under Section 1445(e)(5) of the Internal Revenue Code
and Treas. Reg. 1.1445-11T(d), a transferee must withhold tax
equal to 10% of the amount realized with respect to certain
transfers of an interest in a partnership in which 50 percent
or more of the value of the gross assets consists of U.S. real
property interest and 90 percent or more of the value of the
gross assets consist of U.S. real property interests plus cash
or cash equivalents, if the holder of the partnership interest
is a foreign person. To inform the Purchaser that no
withholding is required with respect to the Units purchased in
connection with this Agreement, the Seller hereby certifies the
following under penalties of perjury:
1. The Seller, if an individual, is not a
nonresident alien for purposes of U.S. income taxation, and if
not an individual, is not a foreign corporation, foreign
partnership, foreign trust or foreign estate (as those terms
are defined in the Internal Revenue Code and Income Tax
Regulations);
2. The Seller's U.S. social security number (for
individuals) or employer identification number (for
non-individuals) is ____________________________;
3. The Seller's home address (for individuals), or
office address and (if applicable) place of incorporation (for
non-individuals is ___________________________________________
______________________________________________________________.
(Signature)________________________
(Signature_________________________ Date_______________, 1995
The Seller understands that this certification may be disclosed
to the IRS by the Purchaser and that any false statements
contained herein could be punished by fine, imprisonment, or
both.
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ANNEX C
SUBSTITUTE FORM W-8
(Attach additional copies for joint Seller)
By signing below, the Seller certifies that it is an
"exempt foreign person" for purposes of the backup withholding
rules under the U.S. federal income tax laws, because the
Seller:
(1) is a nonresident alien individual or a foreign
corporation, partnership, estate or trust;
(2) if an individual, has not been and plans not to
be present in the U.S. for a total of 183 days or more during
the calendar year; and
(3) neither engages, nor plans to engage, in a U.S.
trade or business that has effectively connected gains from
transaction with a broker or barter exchange.
(Signature)____________________________
(Signature)____________________________ Date__________, 1995
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Exhibit 1
Name and Address of Seller
as they appear on the Number of
register of the Partnership Units Owned and to be Sold
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