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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
(AMENDMENT NO. 5)
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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)
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COPIES TO:
RICHARD J. SABELLA, ESQ. RICHARD J. MCCREADY, ESQ.
CAHILL GORDON & REINDEL THREE WINTHROP PROPERTIES, INC.
80 PINE STREET ONE INTERNATIONAL PLACE
NEW YORK, NEW YORK 10005 BOSTON, MA 02110
(212) 701-3000 (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. 5 ("Amendment No. 5") 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. 5 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. 5 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
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<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
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* 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 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 4. TERMS OF THE TRANSACTION.
Item 4 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 had been 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 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
(d)(12) Letter to Limited Partners dated March 20, 1995.
(d)(13) Press Release dated March 20, 1995.
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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 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
NOMURA ASSET CAPITAL CORPORATION
By: /s/ Daniel S. Abrams
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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.
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Name: Philip J. Brannigan, Jr.
Title: Vice President
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LINNAEUS-LEXINGTON ASSOCIATES
LIMITED PARTNERSHIP
By: Winthrop Financial Associates, its
authorized signatory
By: Linnaeus Associates
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
<TABLE>
<CAPTION>
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
(d)(12) Letter to Limited Partners dated March 20, 1995
(d)(13) Press Release dated March 20, 1995
* Previously filed.
</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 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.
