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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 4)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WINDSOR PARK PROPERTIES 3,
A California Limited Partnership
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(Name of Issuer)
N'TANDEM TRUST
CHATEAU COMMUNITIES, INC.
WINDSOR PARK PROPERTIES 3,
A California Limited Partnership
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(Name of Person(s) Filing Statement)
Units of Limited Partner Interest
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(Title of Class of Securities)
N/A
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(CUSIP Number of Class of Securities)
Steven G. Waite
The Windsor Corporation
6160 South Syracuse Way
Greenwood Village, Colorado 80111
303-741-3707
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
With copies to:
Jay L. Bernstein, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000
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This Statement is filed in connection with (check the appropriate box):
a. [X] 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. [_] 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." above are preliminary copies: [_]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$ $
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[X] 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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<S> <C>
Amount previously paid: $2,111.00 Filing party: Windsor Park Properties 3, A
California Limited Partnership
Form or registration no.: Schedule 14A Date Filed: November 19, 1999
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This Amendment No. 4 to the Transaction Statement on Schedule 13E-3 is
being filed as the Final Amendment to the Schedule 13E-3 of Windsor Park
Properties 3, A California Limited Partnership (the "Partnership"), N'Tandem
Trust and Chateau Communities, Inc., originally filed with the Securities and
Exchange Commission on November 19, 1999, as amended through March 22, 2000 and
hereby (the "Schedule 13E-3"), relating to (i) the proposed sale of the
Partnership's four wholly-owned properties and its partial ownership interests
in four other properties (the "Sales") to N'Tandem Properties, L.P., a Delaware
limited partnership and a subsidiary of N'Tandem Trust, and the proposed
liquidation of the Partnership pursuant to a plan of liquidation (the "Plan of
Liquidation") following such Sales, and (ii) the related solicitation (the
"Solicitation") of limited partners of the Partnership (the "Limited Partners"),
pursuant to a Consent Solicitation Statement, dated March 22, 2000. Capitalized
terms not defined herein have the meanings ascribed to them in the Schedule
13E-3.
The purpose of this Amendment is to report the results of the
Solicitation and the consummation of the Sales which occurred on May 31, 2000.
The Partnership hereby reports the following results of the
Solicitation as of the close of the Solicitation Period: (i) Limited Partners
holding 118,832 Units, representing 62.99% of all issued and outstanding Units,
returned consent forms, (ii) Limited Partners holding 94.04% of all Units for
which consent forms were received consented to the Sales; (iii) Limited Partners
holding 93.91% of all Units for which consent forms were received consented to
the Plan of Liquidation, (iv) Limited Partners holding 4.21% of all Units for
which consent forms were received withheld their consent to the Sales, (v)
Limited Partners holding 4.17% of Units for which consent forms were received
withheld their consent to the Plan of Liquidation, (vi) Limited Partners holding
1.76% of all Units for which consent forms were received abstained from
consenting to the Sales, and (vii) Limited Partners holding 1.79% of all Units
for which consent forms were received abstained from consenting to the Plan of
Liquidation. Accordingly, the Limited Partners have consented to and approved
the Sales and Plan of Liquidation.
A closing with respect to the Sales was held on May 31, 2000,
resulting in net proceeds to the Partnership from the Sales of approximately
$8,041,000. Approximately $5,500,000 of the purchase price for the Properties
was borrowed by N'Tandem Trust from SunAmerica Life Insurance Company pursuant
to mortgage indebtedness on six properties and the remainder was funded through
N'Tandem Trust's $20 million acquisition line of credit with U.S. Bank N.A. The
mortgage indebtedness with SunAmerica Life Insurance Company, which was obtained
by N'Tandem Trust on May 31, 2000, is secured by six of N'Tandem Trust's
properties, is scheduled to mature on May 31, 2005 and bears interest at 8.6%.
The acquisition line of credit, which was obtained by N'Tandem Trust on November
16, 1999, has a term of two years and bears interest at LIBOR plus 100 basis
points. The acquisition line of credit is guaranteed by Chateau Communities,
Inc.
Pursuant to the Plan of Liquidation, The Windsor Corporation, the
Managing General Partner of the Partnership, is currently in the process of
liquidating and dissolving the Partnership.
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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.
Date: June 12, 2000 WINDSOR PARK PROPERTIES 3,
A California Limited Partnership
By: The Windsor Corporation,
its general partner
By: /s/ Steven G. Waite
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Name: Steven G. Waite
Title: President
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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.
Date: June 12, 2000 N'TANDEM TRUST
By: /s/ Gary P. McDaniel
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Name: Gary P. McDaniel
Title: Trustee
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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.
Date: June 12, 2000 CHATEAU COMMUNITIES, INC.
By: /s/ Gary P. McDaniel
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Name: Gary P. McDaniel
Title: Chief Executive Officer
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