SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 1996
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 0-14536 04-2869812
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One International Place, Boston, MA 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 330-8600
Former name or former address, if changed since last report:
Not applicable.
Item 5 Other Events.
On March 28, 1997, Crow Winthrop Operating Partnership ("CWOP")
filed a voluntary petition for relief under Chapter 11 of Title
11 of the United States Code with the United States Bankruptcy
Court for the Central District of California (Santa Ana
Division). The case was assigned to the Honorable John Ryan as
case number SA97-14512JR.
Winthrop California Investors Limited Partnership (the
"Registrant") is the controlling general partner of CWOP, which
is the owner of the Park Place office complex at 3333 Michelson
Drive in Irvine, California. The petition was filed pursuant to
a previously-announced agreement between CWOP and its mortgage
lenders to restructure CWOP's debt. The proposed restructuring
involves the formation of a new recapitalized entity to be owned
by CWOP and the lenders, the exchange of a substantial amount of
secured debt for equity, and an extension of the debt's maturity
date five years to the year 2002. Under the proposed
restructuring, CWOP will maintain an equity interest in the new
entity and Winthrop Management will continue to manage and lease
the property.
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 thereunto duly
authorized.
WINTHROP CALIFORNIA INVESTORS LIMITED
PARTNERSHIP
By: Winthrop Financial Associates,
A Limited Partnership, as
Managing General Partner
By: /s/ Michael L. Ashner
________________________
Michael L. Ashner
Chief Executive Officer
DATED: April 24, 1997
