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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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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)
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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)
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Copy to:
RICHARD J. SABELLA, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
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This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule 14D-1 dated February 1, 1995, as amended, 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") as amended and supplemented by the Supplement to the Offer to
Purchase, dated March 3, 1995 (the "Supplement"), 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 as
amended and supplemented unless otherwise provided herein.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
AND
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 3 and Item 7 are hereby amended and supplemented as follows:
On March 17, 1995, Three Winthrop received a letter from Greenbelt
stating, among other things, that Greenbelt had received consents
representing more than a majority in interest in the Units. Attached to such
letter were letters dated the same date from Lerner and Lerner's attorney to
the Lender stating the same and requesting that the Lender indicate that it
will not declare a default upon the delivery of such consents to the
Partnership. On March 17, 1994, Three Winthrop delivered a letter to the
Lender explaining that Lerner has no way of knowing how many consents he has
actually received since some Limited Partners may have both consented to the
Lerner Proposal and tendered their Units to the Purchaser, and that once the
Purchaser purchases Units tendered, any consent to the Lerner Proposal which
a tendering Limited Partner may have previously granted will be automatically
terminated pursuant to the terms of Lerner's Consent Solicitation.
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 21, 1995, and as of March 17, 1995 191.65 Units were tendered
(approximately 30% of the total outstanding Units), of which 167.65
have been determined to be validly tendered (approximately 20% of the total
outstanding Units).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented as follows:
(a)(12) Letter to Limited Partners dated March 20, 1995.
(a)(13) Press Release dated March 20, 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: March 20, 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.
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Name: David A. Vanaskey, Jr.
Title: Senior Financial Services Officer
3
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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
*(a)(7) Supplement to the Offer to Purchase dated March 3, 1995
*(a)(8) Revised Letter of Transmittal
*(a)(9) Letter to Limited Partners dated March 3, 1995
*(a)(10) Press Release dated March 3, 1995
*(a)(11) Letter to Limited Partners dated March 10, 1995
(a)(12) Letter to Limited Partners dated March 20, 1995
(a)(13) Press Release dated March 20, 1995
*(b)(1) Form of Acquisition Loan Agreement between Nomura Asset Capital Corporation
and the Purchaser
*(b)(2) Form of Pledge and Security Agreement between Nomura Asset Capital
Corporation and the Purchaser
*(c)(1) Greenbelt Residential Limited Partnership Consent Solicitation Statement
dated January 19, 1995 and related solicitation materials
*(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.
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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
March 20, 1995
To: The Limited Partners of Springhill
Lake Investor Limited Partnership
(the "Partnership")
Re: Offer to Purchase
Units of Springhill Lake
Investors Limited Partnership
Dear Limited Partners:
Aquarius Acquisition, L.P. has extended the expiration date of its offer to
purchase limited partnership interests ("Units") in the Partnership to 5:00
p.m. New York time on Tuesday, March 21, 1995. As of 5:00 p.m. on March 17,
1995, 191.65 Units had been tendered by Limited Partners to Aquarius
(approximately 30% of the total outstanding Units), including Units not yet
determined to be validly tendered.
On March 17, 1995, Three Winthrop Properties, Inc. ("Three Winthrop")
received a letter from Greenbelt Residential Limited Partners ("Greenbelt")
stating, among other things, that Greenbelt had received consents
representing more than a majority in interest in the Units. Attached to such
letter, were letters dated the same date from Theodore H. Lerner ("Lerner")
and his attorney to the project's mortgage lender stating the same and
requesting that the lender indicate that it will not declare a default upon
the delivery of such consents to the Partnership. On March 17, 1994, Three
Winthrop delivered a letter to the lender explaining that Theodore H. Lerner
has no way of knowing how many consents he has received since some Limited
Partners may have both consented to the Lerner proposal and tendered their
Units to Aquarius, and that once Aquarius purchases Units tendered, any
consent to the Lerner proposal which a tendering Limited Partner may have
previously granted will be automatically terminated pursuant to the terms of
Lerner's consent solicitation.
If you have any questions, please contact Aquarius' information agent, D.F.
King 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, March 20, 1995--Aquarius Acquisition, L.P. announced
today that it has extended its offer (the "Offer") to purchase outstanding
limited partnership interests ("Units") 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 21, 1995, unless further extended.
As of March 17, 1995, 191.65 Units had been tendered pursuant to the Offer
(approximately 30% of the total outstanding Units), of which 167.65 have been
determined to be validly tendered.
