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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 of 1934)
(AMENDMENT NO. 4)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Name of the Issuer)
AQUARIUS ACQUISITION, L.P.
NOMURA ASSET CAPITAL CORPORATION
WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP
THREE WINTHROP PROPERTIES, INC.
LINNAEUS-LEXINGTON ASSOCIATES LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
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 Person(s) Filing Statement)
COPIES TO:
Richard J. Sabella, Esq. Richard J. McCready, Esq. Three
Cahill Gordon & Reindel 80 Winthrop Properties, Inc. One
Pine Street New York, New International Place Boston, MA
York 10005 (212) 701-3000 02110 (617) 330-8600
This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [X] 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: [ ]
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This Amendment No. 4 ("Amendment No. 4") amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 dated February 1, 1995, as
amended (the "Statement"), which relates to a tender offer by Aquarius
Acquisition, L.P., a Delaware limited partnership (the "Purchaser"), to
purchase outstanding units of limited partnership interests (the "Units") in
Springhill Lake Investors Limited Partnership, a Maryland limited partnership
(the "Partnership"), upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated February 1, 1995 (including the annexes
thereto, the "Offer to Purchase") as amended and supplemented by the
Supplement to the Offer to Purchase, dated March 3, 1995 (the "Supplement") and
in the related Letter of Transmittal (which together constitute the "Offer").
This Amendment No. 4 is being filed by the Purchaser, Nomura Asset Capital
Corporation, Winthrop Financial Associates, A Limited Partnership, Three
Winthrop Properties, Inc. and Linnaeus-Lexington Associates Limited Partnership.
Capitalized terms used in this Amendment No. 4 and not defined herein shall have
the meanings set forth in the Offer to Purchase as amended and supplemented.
The following cross-reference sheet is being supplied pursuant to General
Instruction F to Schedule 13e-3 and shows the location in the Tender Offer
Statement on Schedule 14D-1 as amended (the "Schedule 14D-1") filed by the
Purchaser with the Securities and Exchange Commission in respect of the Offer
of the information required to be included in response to the items of this
Statement. The information in the Schedule 14D-1 is hereby expressly
incorporated herein by reference and the responses to each item in this
Statement are qualified in their entirety by the provisions of the Schedule
14D-1.
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CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
- ------------------ --------------------
<S> <C>
Item 1(a) ......... Item 1(a)
Item 1(b) ......... Item 1(b)
Item 1(c) ......... Item 1(c)
Item 1(d) ......... *
Item 1(e) ......... *
Item 1(f) ......... *
Item 2(a) ......... Item 2(a)
Item 2(b) ......... Item 2(b)
Item 2(c) ......... Item 2(c)
Item 2(d) ......... Item 2(d)
Item 2(e) ......... Item 2(e)
Item 2(f) ......... Item 2(f)
Item 2(g) ......... Item 2(g)
Item 3(a)(1) ...... Item 3(a)
Item 3(a)(2) ...... Item 3(b)
Item 3(b) ......... *
Item 4 ............ *
Item 5 ............ Item 5
Item 6(a) ......... Item 4(a)
Item 6(b) ......... *
Item 6(c) ......... Item 4(b)
Item 6(d) ......... Item 4(c)
Item 7(a) ......... Item 5
Item 7(b) ......... *
Item 7(c) ......... *
Item 7(d) ......... *
Item 8 ............ *
Item 9 ............ *
Item 10(a) ........ Item 6(a)
Item 10(b) ........ Item 6(b)
Item 11 ........... Item 7
Item 12(a) ........ *
Item 12(b) ........ *
Item 13 ........... *
Item 14(a) ........ *
Item 14(b) ........ *
Item 15(a) ........ *
Item 15(b) ........ Item 8
Item 16 ........... Item 10(f)
Item 17 ........... Item 11
<FN>
* The item is located in the Schedule 13E-3 only.
</TABLE>
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ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS AND ITEM 11. CONTRACTS,
ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES.
Item 3 and 11 are hereby amended and supplemented as follows:
On March 7, 1995, the United States District Court for the District of
Maryland held a hearing on a motion to preliminarily enjoin (i.e. stop) the
Aquarius Offer. The motion for a preliminary injunction was brought by the
plaintiff, a single Limited Partner, based on allegations in the complaint
brought with the assistance and cooperation of Greenbelt (an affiliate of
Lerner) that Three Winthrop was in violation of Rule 13e-3 promulgated under
the Securities Exchange Act of 1934 and that Three Winthrop had breached its
fiduciary duty to the Limited Partners. Counsel for Greenbelt appeared and
argued in support of the preliminary injunction. At the conclusion of the
hearing, the judge denied the motion for a preliminary injunction, as well as
denying a motion for a temporary restraining order brought by the Limited
Partner and Greenbelt in an amended complaint filed the day of the hearing.
Among other things, the judge found that there was no irreparable injury to the
Limited Partners if the Aquarius Offer were allowed to proceed.
The Purchaser believes that the Purchaser and Three Winthrop will prevail in
each of the lawsuits brought by Lerner or his associates.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented as follows:
WFA, the parent of Three Winthrop, holds a 25% limited partnership interest
in the Purchaser, and does not own any economic interest in the Partnership
other than indirectly through Three Winthrop.
3
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
(d)(11) Letter to Limited Partners dated March 10, 1995.
4
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SIGNATURE
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: March 10, 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
WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP
By: Linnaeus Associated Limited
Partnership, its General Partner
By: WL Realty Company, L.P.,
its General Partner
By: A.I. Realty Co., LCC,
its General Partner
By: /s/ Daniel S. Abrams
Name: Daniel S. Abrams
Title: Principal
THREE WINTHROP PROPERTIES, INC.
By: /s/ Philip J. Brannigan, Jr.
Name: Philip J. Brannigan, Jr.
Title: Vice President
LINNAEUS-LEXINGTON ASSOCIATES
LIMITED PARTNERSHIP
By: Winthrop Financial Associates, its
authorized signatory
By: Linnaeus Associated
Limited Partnership,
its General Partner
By: WL Realty Company, L.P.,
its General Partner
By: A.I. Realty Co., LCC,
its General Partner
By: /s/ Daniel S. Abrams
Name: Daniel S. Abrams
Title: Principal
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EXHIBIT INDEX
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PAGE
EXHIBIT DESCRIPTION NUMBER
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<S> <C> <C>
* (a)(1) FORM OF ACQUISITION LOAN AGREEMENT BETWEEN NOMURA ASSET CAPITAL CORPORATION AND THE
Purchaser
* (a)(2) Form of Pledge and Security Agreement between Nomura Asset Capital Corporation and
the Purchaser
* (b)(1) Selected pages from Price Waterhouse LLP Appraisal
* (b)(2) Selected pages from Lipman Frizzell & Mitchell LLC Appraisal
* (b)(3) Arthur Andersen Appraisal dated August 13, 1992
* (c)(1) Greenbelt Residential Limited Partnership Consent Solicitation Statement dated
January 19, 1995
* (c)(2) Complaint to Enforce Contract in the case styled, Three Winthrop Properties, Inc. v.
Lerner Corporation, Case No. 129192-V (Cir. Ct. Montgomery Cty., Md.), dated Nov.
17, 1994
* (c)(3) Motion for Partial Summary Judgment in the case styled, Three Winthrop Properties,
Inc. v. Lerner Corporation, Case No. 129192-V (Cir. Ct. Montgomery Cty., Md.)
* (c)(4) Complaint For Money Damages, An Accounting And Other Relief in the case styled,
Theodore N. Lerner v. Three Winthrop Properties, Inc. (D. Md. 1994), filed Dec. 27,
1994
* (c)(5) Order Granting Motion for Partial Summary Judgment in the case styled Three Winthrop
Properties, Inc. v. Lerner Corporation, Case No. 129192-V (Cir. Ct. Montgomery Cty.,
Md.)
* (c)(6) Complaint for Breach of Fiduciary Duty in the case styled Montgomery, et al. v.
Three Winthrop Properties, Inc., Case No. 132222 (Cir. Ct. Montgomery Cty., Md.)
* (c)(7) Complaint for Failure to Disclose under Rule 13e-3 and Breach of Fiduciary Duty in
the case styled LER 8, et al. v. Three Winthrop Properties, Inc., et al., Case No.
DKC 95-555 (D. Md.).
* (c)(8) Motion of Greenbelt Residential Limited Partnership to Intervene in the case styled
LER 8, et al. vs. Three Winthrop Properties, Inc., et al., Case No. DKC 95-555 (D.
Md.).
* (c)(9) Letter from Greenbelt Residential Limited Partners to the Limited Partners dated
February 13, 1995.
* (c)(10) Letter from Greenbelt Residential Limited Partners to the Limited Partners dated
February 24, 1995.
* (d)(1) Offer to Purchase dated February 1, 1995
* (d)(2) Letter of Transmittal
* (d)(3) Letter to Limited Partners dated February 1, 1995
* (d)(4) Press Release dated February 1, 1995
* (d)(5) Letter to Limited Partners dated February 27, 1995.
* (d)(6) Press Release dated February 27, 1995.
* (d)(7) Supplement to the Offer to Purchase dated March 3, 1995
* (d)(8) Revised Letter of Transmittal
* (d)(9) Letter to Limited Partners dated March 3, 1995
* (d)(10) Press Release dated March 3, 1995
(d)(11) Letter to Limited Partners dated March 10, 1995
<FN>
* Previously filed.
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</TABLE>
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AQUARIUS ACQUISITION, L.P.
C/O NOMURA ASSET CAPITAL CORPORATION
TWO WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10281
March 10, 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:
The purpose of this letter is to reiterate why Aquarius Acquisition, L.P.
("Aquarius") believes its offer to purchase (the "Aquarius Offer" or the
"Offer") limited partnership interests ("Units") in the Partnership REMAINS
SUPERIOR to the latest proposal of Greenbelt Residential Limited Partnership
("Greenbelt"), an affiliate of Theodore N. Lerner (the "Lerner Proposal").
This letter also updates Limited Partners on the latest setback Lerner
suffered in court on March 7, 1995 (which he failed to mention in Greenbelt's
letter to Limited Partners dated March 8, 1995). The Aquarius Offer is
scheduled to expire on FRIDAY, MARCH 17, 1995, at 5:00 p.m. New York time.
INVESTMENT CONSIDERATIONS FOR LIMITED PARTNERS
SEEKING LIQUIDITY
For those Limited Partners interested in liquidating all or a portion of
their investment in the Partnership, Aquarius believes its Offer to be more
attractive than the Lerner Proposal because:
o The Aquarius Offer provides Limited Partners with CERTAINTY OF VALUE
(exactly $36,400 per Unit) while the Lerner Proposal does not (its value
could be significantly less than the $37,000 per Unit estimate provided by
Lerner);
o The Aquarius Offer provides a PROMPT CLOSING (within two weeks assuming
the current expiration date for the Offer is not extended) while the Lerner
Proposal does not (at least three months at the earliest);
o The Aquarius Offer DOES NOT REQUIRE any minimum participation from
Limited Partners or approval of the lender for a closing to occur, while the
Lerner Proposal has these contingencies which have not yet been satisfied
(and may in fact never be satisfied).
CERTAINTY OF VALUE: The Aquarius Offer will provide exactly $36,400 per
Unit to each tendering Limited Partner.
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It is uncertain how much value the Lerner Proposal will eventually provide
Limited Partners. This uncertainty is acknowledged in Greenbelt's letter to
Limited Partners dated March 8, 1995 through the qualifications contained in
the statement "each limited partner should receive approximately $37,000 per
Unit (including distributions)" [emphasis added]. In fact, the Lerner
Proposal could provide Limited Partners with significantly less than $37,000
per Unit (on a present value basis) due to the need to satisfy certain
contingencies and conditions and the delay in providing a liquidating cash
distribution.
In addition, Limited Partners should be aware that Aquarius believes
Lerner has made mistakes in his estimates of the potential value which could
be received by Limited Partners in a liquidation of the Partnership and a
sale of Springhill Lake Apartments (the "Project") to Lerner on the terms set
forth in his proposal. As Aquarius described in its Offer to Purchase,
Lerner's original estimate ($32,200 per Unit) may have understated the
potential value to be received by Limited Partners if all contingencies and
conditions are resolved favorably. Although neither of Lerner's revised
proposals furnishes sufficient information to understand entirely his
estimates of value, Aquarius believes that Lerner's second estimate ($36,400
per Unit) and third estimate ($37,000 per Unit) may overstate the potential
value to be received by Limited Partners.
TIMELINESS OF CLOSING: The Aquarius Offer will provide cash consideration
to each tendering Limited Partner within two weeks, assuming the current
expiration date of March 17, 1995 is not extended.
The Lerner Proposal will delay a liquidating cash distribution to Limited
Partners for at least three months, and possibly for a significantly longer
period of time due to the need to satisfy certain contingencies and
conditions.
LIKELIHOOD OF CLOSING: The Aquarius Offer is not contingent on any minimum
number of Units being tendered by Limited Partners or on receiving any
approval from the mortgage lender.
In contrast, the Lerner Proposal requires the written consent of: (i)
Limited Partners owning more than 50% of the Units to a dissolution of the
Partnership; and (ii) the lender to assure that a dissolution of the
Partnership will not cause a default on the existing mortgage loans. The
Lerner Proposal has not yet attracted sufficient consents from Limited
Partners, and the lender has not indicated whether it will provide the needed
consent to Lerner or exercise existing contractual rights to require a
partial or full prepayment of the loans in connection with the Lerner
Proposal. Limited Partners should also be aware that, in Aquarius' opinion,
Greenbelt's March 8th letter overstates the support of Limited Partners for
the Lerner Proposal. The March 8th letter is misleading because it fails to
state that some Limited Partners may have both consented to the Lerner
Proposal and tendered their Units to Aquarius, or may not have withdrawn
their consents from Lerner even though such Limited Partners are currently
undecided. This situation exists because the Aquarius Offer does not require
Limited Partners to withdraw their consents from the Lerner Proposal in order
to tender their Units to Aquarius. Once Aquarius purchases Units pursuant to
the Aquarius Offer, any consents to the Lerner Proposal which tendering
Limited Partners may have granted will be automatically terminated pursuant
to the terms of Lerner's consent solicitation.
<PAGE>
Thus, Lerner cannot know how many Limited Partners support the Lerner
Proposal until after the expiration of the Aquarius Offer.
INVESTMENT CONSIDERATIONS FOR LIMITED PARTNERS
NOT INTERESTED IN SELLING
For those Limited Partners interested in retaining all or a portion of
their investment in the Partnership, the Aquarius Offer enables them to
continue to hold Units on the same economic terms. Limited Partners who
retain Units would own such Units on a pari passu basis with Aquarius, and
would experience the same change in value which Aquarius experiences.
In contrast, the Lerner Proposal does not provide Limited Partners with
this option. If the Lerner Proposal is consummated as currently structured,
all Limited Partners will be forced to liquidate their investment in the
Partnership.
UPDATE ON LITIGATION INSTIGATED BY LERNER
For the second time in 30 days, a court of law has ruled against Lerner in
the litigation that he has instigated with Aquarius or Three Winthrop
Properties, Inc. ("Three Winthrop"), the managing general partner of the
Partnership. On March 7, 1995 the United States District Court for the
District of Maryland denied a motion to stop the Aquarius Offer. Thus, the
Aquarius Offer, currently scheduled to expire on March 17, 1995, remains open
for Limited Partners interested in liquidating all or a portion of their
investment in the Partnership.
This second victory in court is consistent with Aquarius' belief that the
litigation instigated by Lerner is baseless and has been brought to confuse
the issues relating to each Limited Partner's investment decision and to
harass Aquarius and Three Winthrop.
HOW TO TENDER UNITS TO AQUARIUS
Those Limited Partners who have already validly tendered their Units to
Aquarius do not need to do anything. Other Limited Partners who desire to
tender Units need to complete the Letter of Transmittal and the ancillary
documents required by the Letter of Transmittal. These documents MUST be
returned to the Depository, IBJ Schroder Bank & Trust, prior to 5:00 P.M. New
York time, on the expiration date, Friday, March 17, 1995. Any Limited
Partner who has delivered its consent to the Lerner Proposal does not need to
withdraw such consent in order to tender Units pursuant to the Aquarius
Offer.
We realize that over the past few weeks you have received a lot of
information and documents to review. Therefore, if you have any questions at
all or if you decide to tender all or a portion of your Units to Aquarius,
please do not hesitate to contact Aquarius' information agent, D.F. King, at
(800) 659-5550.
EACH LIMITED PARTNER IS URGED TO READ CAREFULLY THE AQUARIUS OFFER TO
PURCHASE, SUPPLEMENT TO OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND ENCLOSED
ADDITIONAL INFORMATION IN THEIR ENTIRETY.
Very truly yours,
Aquarius Acquisition, L.P.
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AQUARIUS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 1995
AN AMENDMENT TO ITS SCHEDULE 14D-1 WHICH SET FORTH THE FOLLOWING ADDITIONAL
INFORMATION:
On March 7, 1995, the United States District Court for the District of
Maryland held a hearing on a motion to preliminarily enjoin (i.e. stop) the
Aquarius Offer. The motion for a preliminary injunction was brought by the
plaintiff, a single Limited Partner, based on allegations in the complaint
brought with the assistance and cooperation of Greenbelt (an affiliate of
Lerner) that Three Winthrop was in violation of Rule 13e-3 promulgated under
the Securities Exchange Act of 1934 and that Three Winthrop had breached its
fiduciary duty to the Limited Partners. Counsel for Greenbelt appeared and
argued in support of the preliminary injunction. At the conclusion of the
hearing, the judge denied the motion for a preliminary injunction, as well as
denying a motion for a temporary restraining order brought by the Limited
Partner and Greenbelt in an amended complaint filed the day of the hearing.
Among other things, the judge found that there was no irreparable injury to
the Limited Partners if the Aquarius Offer were allowed to proceed.
The Purchaser believes that the Purchaser and Three Winthrop will prevail
in each of the lawsuits brought by Lerner or his associates.
WFA, the parent of Three Winthrop, holds a 25% limited partnership
interest in the Purchaser and does not own any economic interest in the
Partnership other than indirectly through Three Winthrop.
