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): October 3, 1997
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 October 3, 1997, the reorganization of Crow Winthrop Operating
Partnership (an entity in which the Registrant holds a 99%
general partner interest) as provided for in the Third Amended
and Restated Plan of Reorganization, dated July 23, 1997 of Crow
Winthrop Operating Partnership (the "Plan") was implemented. As
disclosed in the Statement Furnished in Connection with the
Solicitation of Consents, as amended (the "Statement") which was
previously distributed to the limited partners of the Registrant,
the Plan provided for, among other things:
(a) the outstanding indebtedness encumbering the Operating
Partnership's property (the "Headquarters Facility"), was
satisfied by (i) the discharge, immediately prior to the transfer
of the Headquarters Facility to Jamboree LLC, a newly formed
limited liability company, of an amount of the existing debt
sufficient to reduce the outstanding balance thereof to $104.5
million, (ii) the subsequent contribution by the holders of the
debt of $4.5 million of the remaining debt to Jamboree LLC in
exchange for a 90% interest in Jamboree LLC, and (iii) the
delivery of new promissory notes of Jamboree LLC in the original
principal amount of $100 million to such holders in satisfaction
of $100 million of the remaining $104.5 million of debt.
(b) The Operating Partnership made a capital contribution
to Jamboree LLC of all of its assets and liabilities, including
$500,000 of unencumbered cash and the Headquarters Facility and
the debt encumbering the Headquarters Facility, in exchange for
the remaining 10% interest in such entity.
(c) The Registrant would receive a payment of a $500,000
fee for services rendered and expenses incurred in connection
with the Plan.
(d) The Operating Partnership will be entitled to receive
cash payments from, or additional equity interests in, a newly
formed real estate investment trust based on the appreciation, if
any, in the value of the Headquarters Facility.
(e) Winthrop California Management Limited Partnership, an
entity in which the Registrant holds a 99% interest, was retained
as the management and leasing agent for the Headquarters Facility
for approximately five years.
Item 7. Financial Statements and Exhibits
(c) Exhibits
20. Statement Furnished in Connection with the Solicitation
of Consents, dated July 31, 1997, incorporated by reference to
the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 7, 1997.
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
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: October 9, 1997
EXHIBIT INDEX
Exhibit Page
20. Statement Furnished in Connection with *
the Solicitation of Consents, dated July 31, 1997
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* Incorporated by reference to the Registrant's Current Report
on Form 8-K filed with the Securities and Exchange Commission on
August 7, 1997
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