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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Name of Subject Company)
AQUARIUS ACQUISITION, L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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 Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
RICHARD J. SABELLA, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
- ------------- ------------
$23,364,000 $4,673
- -------------------------------------------------------------------------------
* The maximum number of limited partnership units which may be purchased
pursuant to the Offer is 328. Any remaining tendered units would remain
owned by the tendering limited partners but be pledged to secure a loan from
the Bidder. The maximum aggregate consideration to be paid upon consummation
of the Offer would equal 328 Units (the maximum number of Units which may be
purchased upon consummation of the Offer) multiplied by the $36,000 purchase
price per unit. The remainder of the transaction value represents the
maximum amount to be paid out in the form of loans in respect of the
remaining 321 Units which may be transferred to the Bidder one year and one
day from the date of consummation of the Offer in payment of such loans.
[ ] 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
or Schedule and the date of its filing.
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Amount Previously Paid: $4,673 Filing Party: AQUARIUS ACQUISITION, L.P.
Form or Registration No.: SCHEDULE 14D-1 Date Filed: FEBRUARY 1, 1995
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated February 1, 1995 of Aquarius Acquisition, L.P., a
Delaware limited partnership (the "Purchaser"), with respect to the offer by
the Purchaser to purchase outstanding units in Springhill Lake Investors
Limited Partnership, a Maryland limited partnership (the "Partnership"), upon
the terms and subject to the conditions of the Offer to Purchase, dated
February 1, 1995 (including the annexes thereto, the "Offer to Purchase"),
and the related Letter of Transmittal (which together constitute the
"Offer"). Capitalized terms used herein shall have the definitions set forth
in the Offer to Purchase unless otherwise provided herein.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented as follows:
The Expiration Date has been extended to 5:00 P.M., New York Time, on
March 14, 1995.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented as follows:
(a)(5) Letter to Limited Partners dated February 27, 1995.
(a)(6) Press release dated February 27, 1995.
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SIGNATURES
After due 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.
Dated: February 27, 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/ Bruce L. Bisson
Name: Bruce L. Bisson
Title: Vice President
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EXHIBIT INDEX
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PAGE
EXHIBIT DESCRIPTION NUMBER
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*(a)(1) Offer to Purchase dated February 1, 1995
*(a)(2) Letter of Transmittal
*(a)(3) Letter to Limited Partners dated February 1, 1995
*(a)(4) Press release dated February 1, 1995
(a)(5) Letter to Limited Partners dated February 27, 1995
(a)(6) Press Release dated February 27, 1995
Form of Acquisition Loan Agreement between Nomura Asset Capital
*(b)(1) Corporation and the Purchaser
Form of Pledge and Security Agreement between Nomura Asset Capital
*(b)(2) Corporation and the Purchaser
Greenbelt Residential Limited Partnership Consent Solicitation Statement
*(c)(1) dated January 19, 1995 and related solicitation materials
Complaint to Enforce Contract in the case styled Three Winthrop
Properties, Inc. v. Lerner Corporation, Case No. 129192-V (Cir. Ct.
*(c)(2) Montgomery Cty., Md.), dated Nov. 17, 1994
Motion for Partial Summary Judgment in the case styled Three Winthrop
Properties, Inc. v. Lerner Corporation, Case No. 129192-V (Cir. Ct.
*(c)(3) Montgomery Cty., Md.)
Complaint For Money Damages, An Accounting And Other Relief in the case
styled Theodore N. Lerner v. Three Winthrop Properties, Inc., (D. Md.
*(c)(4) 1994), filed Dec. 27, 1994
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*Previously filed.
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AQUARIUS ACQUISITION, L.P.
C/O NOMURA ASSET CAPITAL CORPORATION
TWO WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10281
February 27, 1995
To: The Limited Partners of Springhill
Lake Investors Limited Partnership
(the "Partnership")
Re: Offer to Purchase
Units of Springhill Lake Investors
Limited Partnership
Dear Limited Partner:
On February 1, 1995 Aquarius Acquisition, L.P. ("Aquarius") made an offer
to purchase (the "Offer") outstanding limited partnership interests ("Units")
in the Partnership. The purpose of this letter is to inform Limited Partners
that Aquarius has extended the expiration date of the Offer to 5:00 p.m. New
York time on TUESDAY, MARCH 14, 1995.
If you have any questions, please contact Aquarius' information agent,
D.F. King & Co., Inc., at (800) 659-5550.
Very truly yours,
AQUARIUS ACQUISITION, L.P.
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Press Release
for Immediate Release
Contacts:
Kevin Schwicardi
D.F. King & Co. Inc.
(212) 269-5550
Aquarius Acquisition, L.P. Extends Offer to Purchase Springhill Lake
Investors Limited Partnership Interests.
New York, New York, February 27, 1995--Aquarius Acquisition, L.P.
announced today that it has extended its offer to purchase outstanding
limited partnership interests in Springhill Lake Investors Limited
Partnership, a Maryland limited partnership. The Offer is now scheduled to
expire at 5:00 p.m. New York Time on March 14, 1995, unless further extended.
