<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest event reported): May 31, 2000
------------
WINDSOR PARK PROPERTIES 3,
A California Limited Partnership
--------------------------------
(Exact name of Registrant as specified in its Declaration of Trust)
California 000-15699 33-0115651
---------- --------- ----------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation or organization) File Number) Identification Number)
6160 South Syracuse Way, Greenwood Village, Colorado 80111
---------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(303) 741-3707
--------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Windsor Park Properties 3, A California Limited Partnership (the
"Partnership"), is pleased to report that (i) the proposals contained in its
Consent Solicitation Statement, dated March 22, 2000 (the "Consent Statement"),
were overwhelmingly approved and consented to by the limited partners of the
Partnership (the "Limited Partners") and (ii) the Partnership closed on the
Sales (as hereafter defined) on May 31, 2000. Capitalized terms not defined
herein have the meanings ascribed to them in the Consent Statement.
In the Solicitation, the General Partners sought the consent of the Limited
Partners to 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, a California business trust, and the proposed liquidation of the
Partnership pursuant to a plan of liquidation (the "Plan of Liquidation')
following such Sales. N'Tandem Trust and N'Tandem Properties, L.P. are
affiliates of the Partnership.
The results of the Solicitation as of the close of the solicitation period
were as follows: (i) Limited Partners holding 118,832 units of limited partner
interest in the Partnership ("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.
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.
The following information relating to the Sales and the Plan of Liquidation
is contained in the Partnership's definitive Schedule 14A, filed with the
Securities and Exchange Commission, on March 22, 2000, which is hereby
incorporated by reference: (i) a description of, and manner of disposition of,
the Partnership's Properties and Ownership Interests, (ii) the nature and the
amount of the consideration received therefor and the principles followed in
determining the amount of such consideration, (iii) the nature of the
relationship between the purchaser and the Partnership and its General Partners
and their respective affiliates and associates, and (iv) the nature of the
business in which the assets were used by the Partnership.
2
<PAGE>
Item 7. Financial Statements and Exhibits
(10.1) Purchase and Sale Agreement, dated April 28, 2000, by and between
N'Tandem Properties, L.P., N'Tandem Trust and the Partnership.
(99.1) Schedule 14A of the Partnership filed with the Securities and
Exchange Commission on March 22, 2000 and incorporated herein
by reference.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 12, 2000 WINDSOR PARK PROPERTIES 3,
A California Limited Partnership
By: The Windsor Corporation, its General Partner
By: /s/ Steven G. Waite
-------------------
Steven G. Waite
President
4
