SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
-----------------------
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
(Name of Subject Company)
SUTTER/JAMBOREE ACQUISITION FUND, LLC
(Bidders)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
Robert Dixon Paul J. Derenthal, Esq.
Sutter Capital Management, LLC. Derenthal & Dannhauser
595 Market Street, Suite 2100 One Post Street, Suite 575
San Francisco, California 94105 San Francisco, California 94104
(415) 777-2186 (415) 981-4844
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$1,500,000 $216
* For purposes of calculating the filing fee only. Assumes the
purchase of 1,000 Units at a purchase price equal to $1,500 per
Unit in cash.
[ ] 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.
Amount Previously Paid:
Form or Registration Number:
Filing Party:
Date Filed:
<PAGE>
CUSIP NO. None 14D-1 Page 2 of ___ Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Sutter/Jamboree Acquisition Fund, LLC
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) x
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
--
6. Citizenship or Place of Organization
California
7. Aggregate Amount Beneficially Owned by Each Reporting Person 128
8. Check if the Aggregate in Row (7) Excludes Certain Shares (See
Instructions)
--
9. Percent of Class Represented by Amount in Row (7) 3.65%
10. Type of Reporting Person (See Instructions)
OO
<PAGE>
Item 1. Security and Subject Company.
(a) This Schedule relates to Units of limited partnership interest
(the "Units") in WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Issuer"), the subject company. The address of the
Issuer's principal executive offices is 5 Cambridge Center, Cambridge,
Massachusetts 02142.
(b) This Schedule relates to the offer by Sutter/Jamboree
Acquisition Fund, LLC (the "Purchaser") to purchase up to 1,000 Units at a
purchase price equal to $1,500 per Unit, less the amount of any distributions
declared or made with respect to the Units between November 24, 1999 (the "Offer
Date") and December 31, 1999 or such other date to which this Offer may be
extended (the "Expiration Date"), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated November 24, 1999 (the "Offer to
Purchase") and the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively. The Issuer had 3,500 Units
issued and outstanding held by approximately 1,756 Unitholders as of May 15,
1997, according to its most recently filed annual report on Form 10-K for the
year ended December 31, 1996.
(c) The information set forth under the captions "Introduction -
Establishment of the Offer Price" and "Effects of the Offer" in the Offer to
Purchase is incorporated herein by reference.
Item 2. Identity and Background.
(a)-(d) The information set forth in "Introduction," "Certain
Information Concerning the Purchaser" and in Schedule I and the Addendum of the
Offer to Purchase is incorporated herein by reference.
(e)-(g) The information set forth in "Certain Information
Concerning the Purchaser" and Schedule I and the Addendum in the Offer to
Purchase is incorporated herein by reference. During the last five years,
neither the Purchaser nor, to the best of the knowledge of the Purchaser, any
person named on Schedule I and the Addendum to the Offer to Purchaser nor any
affiliate of the Purchaser (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, Federal or state securities laws or finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject
Company.
(a)-(b) See the discussion under the caption "Certain Information
Concerning the Purchaser" in the Offer to Purchase for information concerning
purchases of Units by an affiliate of the Purchaser. Other than the foregoing,
since January 1, 1994, there have been no transactions between any of the
persons identified in Item 2 and the Issuer or, to the knowledge of the
Purchaser, any of the Issuer's affiliates or general partners, or any directors
or executive officers of any such affiliates or general partners.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth under the caption "Source of Funds"
of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a) - (g) The information set forth under the caption "Future
Plans" in the Offer to Purchase is incorporated herein by reference. Other than
as set forth therein, the Purchaser has no plans or proposals that would relate
to or would result in any of the transactions, changes or other results
described in Item 5(a) through (g) of Schedule 14D-1.
(f) Not applicable.
3
<PAGE>
Item 6. Interest in Securities of the Subject Company.
(a) and (b) The information set forth in "Certain Information
Concerning the Purchaser" of the Offer to Purchase is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
The information set forth in "Certain Information Concerning the
Purchaser" of the Offer to Purchase is incorporated herein by reference.
Item 8. Persons Retained, Employed or To Be Compensated.
None.
Item 9. Financial Statements of Certain Bidders.
Not applicable.
Item 10. Additional Information.
(a) None.
(b)-(c) The information set forth in "Certain Legal Matters" of the
Offer to Purchase is incorporated herein by reference.
(d) None.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively, and which are incorporated herein in their
entirety by reference.
Item 11. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase dated November 24, 1999
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unitholders dated November 24, 1999
(a)(4) Advertisement
(b)-(f) Not applicable.
4
<PAGE>
SIGNATURES
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: November 24, 1999
SUTTER/JAMBOREE ACQUISITION FUND, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
Robert Dixon, Manager
5
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(1) Offer to Purchase dated November 24, 1999
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Unitholders dated November 24, 1999
(a)(4) Advertisement
Exhibit (a)(1)
<PAGE>
OFFER TO PURCHASE FOR CASH UP TO 1,000
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
AT
$1,500 PER UNIT
SUTTER/JAMBOREE ACQUISITION FUND, LLC
(the "Purchaser")
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE
AT 12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON DECEMBER 31, 1999,
UNLESS THE OFFER IS EXTENDED.
Sutter/Jamboree Acquisition Fund, LLC ( the "Purchaser") hereby seeks to acquire
Units of limited partnership interest (the "Units") in Winthrop California
Investors Limited Partnership, a Delaware limited partnership (the
"Partnership"). The Purchaser not affiliated with the Partnership or Winthrop
Financial Associates, the Partnership's general partner (the "General Partner").
The Purchaser hereby offers to purchase up to 1,000 Units at a purchase price
equal to $1,500 per Unit, less the amount of any distributions declared or made
with respect to the Units between November 24, 1999 (the "Offer Date") and
December 31, 1999, or such other date to which this Offer may be extended (the
"Expiration Date"), in cash, without interest, upon the terms and subject to the
conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in
the related Letter of Transmittal, as each may be supplemented or amended from
time to time (which together constitute the "Offer"). The 1,000 Units sought
pursuant to the Offer represent approximately 28.6% of the Units outstanding. An
affiliate of the Purchaser currently owns a total of 128 Units or approximately
3.65% of the total outstanding Units. If all of the Units sought hereunder are
purchased, the Purchaser would be deemed to own beneficially a total of
approximately 32% of the outstanding Units.
Holders of Units ("Unitholders") are urged to consider the following factors:
- Unitholders who tender their Units will give up the
opportunity to participate in any future benefits from the
ownership of Units, including potential future
distributions by the Partnership, and the purchase price
per Unit payable to a tendering Unitholder by the Purchaser
may be less than the total amount which might otherwise be
received by the Unitholder with respect to the Unit over
the remaining term of the Partnership.
- The Purchaser is making the Offer for investment purposes
and with the intention of making a profit from the
ownership of the Units. In establishing the purchase price
of $1,500 per Unit, the Purchaser is motivated to establish
the lowest price which might be acceptable to Unitholders
consistent with the Purchaser's objectives. There is no
public market for the Units, the Partnership has not
published financial statements since 1997, and neither the
Unit holders nor the Purchaser has any accurate means for
determining the actual present valueof the Units. It should
also be noted that the Purchaser has not made an independent
<PAGE>
appraisal of the Units or the Partnership's properties, and
is not qualified to appraise real estate. Accordingly,
there can be no assurance that this estimate accurately
reflects an approximate value of the Units or that the
actual amounts which may be realized by holders for the
Units may not vary substantially from this estimate.
- As a result of consummation of the Offer, the Purchaser may
be in a position to significantly influence all Partnership
decisions on which Unitholders may vote. The Purchaser will
vote the Units acquired in the Offer in its own interest,
which may be different from or in conflict with the
interests of the remaining Unitholders.
- The Purchaser may accept only a portion of the Units
tendered by a Unitholder in the event a total of more than
1,000 Units are tendered.
THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF UNITS BEING
TENDERED. IF MORE THAN 1,000 UNITS ARE VALIDLY TENDERED AND NOT WITHDRAWN, THE
PURCHASER WILL ACCEPT FOR PURCHASE 1,000 UNITS FROM TENDERING UNITHOLDERS ON A
PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS HEREIN. A UNITHOLDER MAY
TENDER ANY OR ALL UNITS OWNED BY SUCH UNITHOLDER.
The Purchaser expressly reserves the right, in its sole discretion, at any time
and from time to time, (i) to extend the period of time during which the Offer
is open and thereby delay acceptance for payment of, and the payment for, any
Units, (ii) upon the occurrence of any of the conditions specified in Section 13
of this Offer to Purchase, to terminate the Offer and not accept for payment any
Units not theretofore accepted for payment or paid for, or to delay the
acceptance for payment of, or payment for, any Units not theretofore accepted
for payment or paid for, and (iii) to amend the Offer in any respect. Notice of
any such extension, termination or amendment will promptly be disseminated to
Unitholders in a manner reasonably designed to inform Unitholders of such change
in compliance with Rule 14d-4(c) under the Securities Exchange Act of 1934 (the
"Exchange Act"). In the case of an extension of the Offer, such extension will
be followed by a press release or public announcement which will be issued no
later than 9:00 a.m., Eastern Standard Time, on the next business day after the
scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange
Act.
November 24, 1999
2
<PAGE>
IMPORTANT
Any Unitholder desiring to tender any or all of such Unitholder's Units should
complete and sign the Letter of Transmittal (a copy of which is enclosed with
this Offer to Purchase, printed on blue paper) in accordance with the
instructions in the Letter of Transmittal and mail, deliver or telecopy the
Letter of Transmittal and any other required documents to North Coast
Securities, Inc. (the "Depositary"), at the address or facsimile number set
forth below.
North Coast Securities, Inc..
595 Market Street, Suite 2100
San Francisco, California 94105
Facsimile Transmission: 415-977-1510
Questions or requests for assistance or additional copies of this Offer to
Purchase or the Letter of Transmittal may be directed to the Purchaser at
1-800-854-7835
- ---------------------------
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY
REPRESENTATION ON BEHALF OF THE Purchaser OR TO PROVIDE ANY INFORMATION OTHER
THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH
RECOMMENDATION, INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN
AUTHORIZED. ---------------------------
The Partnership is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file reports and other
information with the Commission relating to its business, financial condition
and other matters. Such reports and other information are available on the
Commission's electronic data gathering and retrieval (EDGAR) system, at its
internet web site at www.sec.gov, may be inspected at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and are available for inspection and
copying at the regional offices of the Commission located in Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Room of the Commission
in Washington, D.C. at prescribed rates.
The Purchaser has filed with the Commission a Tender Offer Statement on Schedule
14D-1 (including exhibits) pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional information
with respect to the Offer. Such statement and any amendments thereto, including
exhibits, may be inspected and copies may be obtained from the offices of the
Commission in the manner specified above.
3
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION...................................................................6
TENDER OFFER...................................................................9
Section 1. Terms of the Offer...........................................9
Section 2. Proration; Acceptance for Payment and Payment for Units......9
Section 3. Procedures for Tendering Units..............................11
Section 4. Withdrawal Rights...........................................12
Section 5. Extension of Tender Period; Termination; Amendment..........13
Section 6. Certain Federal Income Tax Consequences.....................14
Section 7. Effects of the Offer........................................16
Section 8. Future Plans................................................17
Section 9. The Business of the Partnership.............................17
Section 10. Conflicts of Interest.......................................18
Section 11. Certain Information Concerning the Purchaser................18
Section 12. Source of Funds.............................................19
Section 13. Conditions of the Offer.....................................19
Section 14. Certain Legal Matters.......................................21
Section 15. Fees and Expenses...........................................22
Section 16. Miscellaneous...............................................22
Schedule I - The Purchaser and Its Principals
4
<PAGE>
To the Unitholders of Winthrop California Investors Limited Partnership
INTRODUCTION
The Purchaser hereby offers to purchase up to 1,000 Units at a purchase
price of $1,500 per Unit, less the amount of any distributions declared or paid
with respect to the Units between the Offer Date and the Expiration Date ("Offer
Price"), in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer. Unitholders who tender their Units will not be obligated
to pay any Partnership transfer fees, or any other fees, expenses or commissions
in connection with the tender of Units. The Purchaser will pay all such costs
and all charges and expenses of the Depositary as depositary in connection with
the Offer.
For further information concerning the Purchaser, see Section 11 below
and Schedule I.
The Purchaser is not affiliated with Winthrop Financial Associates, the
Partnership's general partner (the "General Partner"), or with any affiliate of
the General Partner.
Unitholders are urged to consider the following factors:
- Unitholders who tender their Units will give up the
opportunity to participate in any future benefits from the
ownership of Units, including potential future distributions
by the Partnership, and the purchase price per Unit payable to
a tendering Unitholder by the Purchaser may be less than the
total amount which might otherwise be received by the
Unitholder with respect to the Unit over the remaining term of
the Partnership.
- The Purchaser is making the Offer for investment purposes and
with the intention of making a profit from the ownership of
the Units. In establishing the purchase price of $1,500 per
Unit, the Purchaser is motivated to establish the lowest price
which might be acceptable to Unitholders consistent with the
Purchaser's objectives. There is no public market for the
Units, the Partnership has not published financial statements
since 1997, and neither the Unit holders nor the Purchaser has
any accurate means for determining the actual present value of
the Units. It should also be noted that the Purchaser has not
made an independent appraisal of the Units or the
Partnership's properties, and is not qualified to appraise
real estate. Accordingly, there can be no assurance that this
estimate accurately reflects an approximate value of the Units
or that the actual amounts which may be realized by holders
for the Units may not vary substantially from this estimate.
- As a result of consummation of the Offer, the Purchaser may be
in a position to significantly influence all Partnership
decisions on which Unitholders may vote. The Purchaser will
vote the Units acquired in the Offer in its own interest,
which may be different from or in conflict with the interests
of the remaining Unitholders.
- The Purchaser may accept only a portion of the Units tendered
by a Unitholder in the event a total of more than 1,000 Units
are tendered.
5
<PAGE>
The Offer will provide Unitholders with an opportunity to liquidate their
investment without the usual transaction costs associated with market sales.
Unitholders may have a more immediate need to use the cash now tied up in an
investment in the Units and wish to sell them to the Purchaser. Unit holders who
sell all of their Units will also eliminate the need to file form K-1
information with their federal tax returns for years after 1999.
Establishment of the Offer Price
The Purchaser has set the Offer Price at $1,500 per Unit, less the
amount of any distributions declared or made with respect to the Units between
the Offer Date and Expiration Date. In determining the Offer Price, the
Purchaser analyzed available factors, including:(i) the lack of a secondary
market for resales of the Units and the resulting lack of liquidity of an
investment in the Partnership; (ii) the estimated value of the Partnership's
real estate asset; and (iii) the costs to the Purchaser associated with
acquiring the Units.
The Partnership made the following statement in its annual report on
Form 10-K for the year ended December 31, 1996: "There is no established public
trading market for the Units in the Registrant. Trading in the Units is sporadic
and occurs solely through private transactions." The Purchaser's review of
independent secondary market reporting publications such as The Partnership
Spectrum, and Dow Jones Investment Advisor, reported no sales of Units on
secondary markets during the past year. The information published by these
independent sources is believed to be the product of their private market
research and does not constitute the comprehensive transaction reporting of a
securities exchange. Accordingly, the Purchaser does not know whether the
foregoing information is accurate or complete. The lack of any public market for
the sale of Units means that Unit holders have limited alternatives if they seek
to sell their Units. As a result of such limited alternatives for Unit holders,
the Purchaser may not need to offer as high a price for the Units as they would
otherwise. On the other hand, the Purchaser takes a greater risk in establishing
a purchase price as there is no prevailing market price to be used for reference
and the Purchaser itself will have limited liquidity for the Units upon
consummation of the purchase.
The Purchaser based its purchase price in part on the information
provided by the General Partner in a letter to Unitholders dated September 10,
1999. However, such information represents an incomplete description of the
Partnership and its current financial condition, operations and prospects. No
definitive financial statements have been disseminated by the Partnership since
1997. The Partnership owns indirect interests in two real properties: (i) an
interest in Crow Winthrop Operating Partnership, which in turn owns a 10%
interest in Jamboree, LLC, which owns an office building in Irvine, California
with approximately 1,606,000 rentable square feet on approximately 14.75 acres;
and (ii) a 25% equity interest as a limited partner in Crow Winthrop Development
Partnership, which originally owned 122 acres of land near the Irvine office
property. The Partnership has been unable to obtain financial information from
the general partner of Crow Winthrop Development Partnership, and has therefore
been unable to prepare and file audited financial statements for the
Partnership. The Purchaser has based its purchase price on its own speculative
estimate of the potential value of the Partnership's interests in these two
entities.
The Purchaser is offering to purchase Units which are an illiquid
investment and are not offering to purchase the Partnership's underlying assets.
The assets of the Partnership may not be liquidated for an indefinite period of
time. Accordingly, the underlying asset value of the Partnership is only one
factor used by the Purchaser in arriving at the Offer Price. Although the
6
<PAGE>
Purchaser believes the Partnership's assets may have a per-Unit value in
excess of the price it is offering to pay for Units, because of the lack of
available information concerning the Partnership, it has been unable to
calculate a specific estimated liquidation value for the assets of the
Partnership. Accordingly, its offer price is speculative in nature.
The Offer Price represents the price at which the Purchaser is willing
to purchase Units. No independent person has been retained to evaluate or render
any opinion with respect to the fairness of the Offer Price and no
representation is made by the Purchaser or any affiliate of the Purchaser as to
such fairness. Other measures of the value of the Units may be relevant to
Unitholders. Unitholders are urged to consider carefully all of the information
contained herein and consult with their own advisors, tax, financial or
otherwise, in evaluating the terms of the Offer before deciding whether to
tender Units.
General Background Information
Certain information contained in this Offer to Purchase which relates
to, or represents, statements made by the Partnership or the General Partner,
has been derived from information provided in reports filed by the Partnership
with the Securities and Exchange Commission.
According to publicly available information, there were 3,500 Units
issued and outstanding held by approximately 1,756 Unitholders at May 17, 1997.
Tendering Unitholders will not be obligated to pay transfer fees,
brokerage fees or commissions on the sale of the Units to the Purchaser pursuant
to the Offer. The Purchaser will pay all charges and expenses incurred in
connection with the Offer. The Purchaser desires to purchase all Units tendered
by each Unitholder.
If, prior to the Expiration Date, the Purchaser increases the
consideration offered to Unitholders pursuant to the Offer, such increased
consideration will be paid with respect to all Units that are purchased pursuant
to the Offer, whether or not such Units were tendered prior to such increase in
consideration.
Unitholders are urged to read this Offer to Purchase and the
accompanying Letter of Transmittal carefully before deciding whether to tender
their Units.
TENDER OFFER
Section 1. Terms of the Offer. Upon the terms and subject to the conditions of
the Offer, the Purchaser will accept for payment and pay for Units validly
tendered on or prior to the Expiration Date and not withdrawn in accordance with
Section 4 of this Offer to Purchase. The term "Expiration Date" shall mean 12:00
midnight, Pacific Standard Time, on December 31, 1999, unless and until the
Purchaser shall have extended the period of time for which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date on
which the Offer, as so extended by the Purchaser, shall expire.
The Offer is conditioned on satisfaction of certain conditions. See
Section 13, which sets forth in full the conditions of the Offer. The Purchaser
reserves the right (but shall not be obligated), in their sole discretion and
for any reason, to waive any or all of such conditions. If, by the Expiration
Date, any or all of such conditions have not been satisfied or waived, the
Purchaser reserves the right (but shall not be obligated) to (i) decline to
purchase any of the Units tendered, terminate the Offer and return all tendered
7
<PAGE>
Units to tendering Unitholders, (ii) waive all the unsatisfied conditions and,
subject to complying with applicable rules and regulations of the Commission,
purchase all Units validly tendered, (iii) extend the Offer and, subject to the
right of Unitholders to withdraw Units until the Expiration Date, retain the
Units that have been tendered during the period or periods for which the Offer
is extended or (iv) to amend the Offer.
The Purchaser does not anticipate and has no reason to believe that any
condition or event will occur that would prevent the Purchaser from purchasing
tendered Units as offered herein.
Section 2. Proration; Acceptance for Payment and Payment for Units. If the
number of Units validly tendered prior to the Expiration Date and not withdrawn
is 1,000 or less, the Purchaser, upon the terms and subject to the conditions of
the Offer, will accept for payment all Units so tendered. If the number of Units
validly tendered prior to the Expiration Date and not withdrawn exceeds 1,000,
the Purchaser, upon the terms and subject to the conditions of the Offer, will
accept for payment Units so tendered on a pro rata basis.
In the event that proration is required, because of the difficulty of
immediately determining the precise number of Units to be accepted, the
Purchaser will announce the final results of proration as soon as practicable,
but in no event later than five business days following the Expiration Date. The
Purchaser will not pay for any Units tendered until after the final proration
factor has been determined.
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any extension
or amendment), the Purchaser will accept for payment, and will pay for, Units
validly tendered and not withdrawn in accordance with Section 4, as promptly as
practicable following the Expiration Date. In all cases, payment for Units
purchased pursuant to the Offer will be made only after timely receipt by the
Depositary of a properly completed and duly executed Letter of Transmittal (or
facsimile thereof) and any other documents required by the Letter of
Transmittal.
For purposes of the Offer, the Purchaser shall be deemed to have
accepted for payment (and thereby purchased) tendered Units when, as and if the
Purchaser gives oral or written notice to the Depositary of the Purchaser's
acceptance for payment of such Units pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Units purchased pursuant to
the Offer will in all cases be made by deposit of the Offer Price with the
Depositary, which will act as agent for the tendering Unitholders for the
purpose of receiving payment from the Purchaser and transmitting payment to
tendering Unitholders.
Under no circumstances will interest be paid on the Offer Price by
reason of any delay in making such payment.
If any tendered Units are not purchased for any reason, the Letter of
Transmittal with respect to such Units not purchased will be of no force or
effect. If, for any reason whatsoever, acceptance for payment of, or payment
for, any Units tendered pursuant to the Offer is delayed or the Purchaser is
unable to accept for payment, purchase or pay for Units tendered pursuant to the
Offer, then, without prejudice to the Purchaser's rights under Section 13 (but
subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary
may, nevertheless, on behalf of the Purchaser, retain tendered Units, subject to
8
<PAGE>
any limitations of applicable law, and such Units may not be withdrawn
except to the extent that the tendering Unitholders are entitled to withdrawal
rights as described in Section 4.
If, prior to the Expiration Date, the Purchaser shall increase the
consideration offered to Unitholders pursuant to the Offer, such increased
consideration shall be paid for all Units accepted for payment pursuant to the
Offer, whether or not such Units were tendered prior to such increase.
Section 3. Procedures for Tendering Units.
Valid Tender. For Units to be validly tendered pursuant to the Offer, a properly
completed and duly executed Letter of Transmittal (a copy of which is enclosed
with this Offer to Purchase, printed on blue paper) with any other documents
required by the Letter of Transmittal must be received by the Depositary at its
address set forth on the back cover of this Offer to Purchase on or prior to the
Expiration Date. A Unitholder may tender any or all Units owned by such
Unitholder.
In order for a tendering Unitholder to participate in the Offer, Units
must be validly tendered and not withdrawn prior to the Expiration Date, which
is 12:00 midnight, Pacific Standard Time, on December 31, 1999, or such date to
which the Offer may be extended.
The method of delivery of the Letter of Transmittal and all other required
documents is at the option and risk of the tendering Unitholder and delivery
will be deemed made only when actually received by the Depositary.
Backup Federal Income Tax Withholding. To prevent the possible application of
31% backup federal income tax withholding with respect to payment of the Offer
Price for Units purchased pursuant to the Offer, a tendering Unitholder must
provide the Depositary with such Unitholder's correct taxpayer identification
number and make certain certifications that such Unitholder is not subject to
backup federal income tax withholding. Each tendering Unitholder must insert in
the Letter of Transmittal the Unitholder's taxpayer identification number or
social security number in the space provided on the front of the Letter of
Transmittal. The Letter of Transmittal also includes a substitute Form W-9,
which contains the certifications referred to above. (See the Instructions to
the Letter of Transmittal.)
FIRPTA Withholding. To prevent the withholding of federal income tax in an
amount equal to 10% of the sum of the Offer Price plus the amount of Partnership
liabilities allocable to each Unit tendered, each Unitholder must complete the
FIRPTA Affidavit included in the Letter of Transmittal certifying such
Unitholder's taxpayer identification number and address and that the Unitholder
is not a foreign person. (See the Instructions to the Letter of Transmittal and
"Section 6. Certain Federal Income Tax Consequences.")
Other Requirements. By executing a Letter of Transmittal as set forth above, a
tendering Unitholder irrevocably appoints the designees of the Purchaser as such
Unitholder's proxies, in the manner set forth in the Letter of Transmittal, each
with full power of substitution, to the full extent of such Unitholder's rights
with respect to the Units tendered by such Unitholder and accepted for payment
by the Purchaser. Such appointment will be effective when, and only to the
extent that, the Purchaser accepts such Units for payment. Upon such acceptance
for payment, all prior proxies given by such Unitholder with respect to such
Units will, without further action, be revoked, and no subsequent proxies may be
9
<PAGE>
given (and if given will not be effective). The designees of the Purchaser
will, with respect to such Units, be empowered to exercise all voting and other
rights of such Unitholder as they in their sole discretion may deem proper at
any meeting of Unitholders, by written consent or otherwise. In addition, by
executing a Letter of Transmittal, a Unitholder also assigns to the Purchaser
all of the Unitholder's rights to receive distributions from the Partnership
with respect to Units which are accepted for payment and purchased pursuant to
the Offer, other than those distributions declared or paid during the period
commencing on the Offer Date and terminating on the Expiration Date.
Determination of Validity; Rejection of Units; Waiver of Defects; No Obligation
to Give Notice of Defects. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Units
pursuant to the procedures described above will be determined by the Purchaser,
in its sole discretion, which determination shall be final and binding. The
Purchaser reserves the absolute right to reject any or all tenders if not in
proper form or if the acceptance of, or payment for, the absolute right to
reject any or all tenders if not in proper form or if the acceptance of, or
payment for, the Units tendered may, in the opinion of the Purchaser's counsel,
be unlawful. The Purchaser also reserves the right to waive any defect or
irregularity in any tender with respect to any particular Units of any
particular Unitholder, and the Purchaser's interpretation of the terms and
conditions of the Offer (including the Letter of Transmittal and the
Instructions thereto) will be final and binding. Neither the Purchaser, the
Depositary, nor any other person will be under any duty to give notification of
any defects or irregularities in the tender of any Units or will incur any
liability for failure to give any such notification.
A tender of Units pursuant to any of the procedures described above
will constitute a binding agreement between the tendering Unitholder and the
Purchaser upon the terms and subject to the conditions of the Offer, including
the tendering Unitholder's representation and warranty that (i) such Unitholder
owns the Units being tendered within the meaning of Rule 14e-4 under the
Exchange Act and (ii) the tender of such Unit complies with Rule 14e-4. Rule
14e-4 requires, in general, that a tendering security holder actually be able to
deliver the security subject to the tender offer, and is of concern particularly
to any Unitholders who have granted options to sell or purchase the Units, hold
option rights to acquire such securities, maintain "short" positions in the
Units (i.e., have borrowed the Units) or have loaned the Units to a short
seller. Because of the nature of limited partnership interests, the Purchaser
believes it is unlikely that any option trading or short selling activity exists
with respect to the Units. In any event, a Unit holder will be deemed to tender
Units in compliance with Rule 14e-4 and the Offer if the holder is the record
owner of the Units and the holder (i) delivers the Units pursuant to the terms
of the Offer, (ii) causes such delivery to be made, (iii) guarantees such
delivery, (iv) causes a guaranty of such delivery, or (v) uses any other method
permitted in the Offer (such as facsimile delivery of the Transmittal Letter).
Section 4. Withdrawal Rights. Except as otherwise provided in this Section 4,
all tenders of Units pursuant to the Offer are irrevocable, provided that Units
tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided in this
Offer to Purchase, may also be withdrawn at any time on or after January 24,
2000.
For withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at the address or
the facsimile number set forth in the attached Letter of Transmittal. Any such
notice of withdrawal must specify the name of the person who tendered the Units
to be withdrawn and must be signed by the person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed.
10
<PAGE>
If purchase of, or payment for, Units is delayed for any reason or if
the Purchaser is unable to purchase or pay for Units for any reason, then,
without prejudice to the Purchaser's rights under the Offer, tendered Units may
be retained by the Depositary on behalf of the Purchaser and may not be
withdrawn except to the extent that tendering Unitholders are entitled to
withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under
the Exchange Act, which provides that no person who makes a tender offer shall
fail to pay the consideration offered or return the securities deposited by or
on behalf of security holders promptly after the termination or withdrawal of
the tender offer.
All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. Neither the
Purchaser, the Depositary, nor any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
will incur any liability for failure to give any such notification.
Any Units properly withdrawn will be deemed not to be validly tendered
for purposes of the Offer. Withdrawn Units may be re-tendered, however, by
following the procedures described in Section 3 at any time prior to the
Expiration Date.
Section 5. Extension of Tender Period; Termination; Amendment. The Purchaser
expressly reserves the right, in its sole discretion, at any time and from time
to time, (i) to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Units by
giving oral or written notice of such extension to the Depositary, (ii) upon the
occurrence or failure to occur of any of the conditions specified in Section 13,
to delay the acceptance for payment of, or payment for, any Units not heretofore
accepted for payment or paid for, or to terminate the Offer and not accept for
payment any Units not theretofore accepted for payment or paid for, by giving
oral or written notice of such termination to the Depositary, and (iii) to amend
the Offer in any respect (including, without limitation, by increasing or
decreasing the consideration offered or the number of Units being sought in the
Offer or both or changing the type of consideration) by giving oral or written
notice of such amendment to the Depositary. Any extension, termination or
amendment will be followed as promptly as practicable by public announcement,
the announcement in the case of an extension to be issued no later than 9:00
a.m., Eastern Standard Time, on the next business day after the previously
scheduled Expiration Date, in accordance with the public announcement
requirement of Rule 14d-4(c) under the Exchange Act. Without limiting the manner
in which the Purchaser may choose to make any public announcement, except as
provided by applicable law (including Rule 14d-4(c) under the Exchange Act), the
Purchaser will have no obligation to publish, advertise or otherwise communicate
any such public announcement, other than by issuing a release to the Dow Jones
News Service. The Purchaser may also be required by applicable law to
disseminate to Unitholders certain information concerning the extensions of the
Offer and any material changes in the terms of the Offer.
If the Purchaser extends the Offer, or if the Purchaser (whether before
or after its acceptance for payment of Units) is delayed in its payment for
Units or is unable to pay for Units pursuant to the Offer for any reason, then,
without prejudice to the Purchaser's rights under the Offer, the Depositary may
retain tendered Units on behalf of the Purchaser, and such Units may not be
withdrawn except to the extent tendering Unitholders are entitled to withdrawal
11
<PAGE>
rights as described in Section 4. However, the ability of the Purchaser to
delay payment for Units that the Purchaser has accepted for payment is limited
by Rule 14e-1 under the Exchange Act, which requires that the Purchaser pay the
consideration offered or return the securities deposited by or on behalf of
holders of securities promptly after the termination or withdrawal of the Offer.
If the Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer or waive a material condition of the Offer,
the Purchaser will extend the Offer to the extent required by Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an
offer must remain open following a material change in the terms of the offer or
information concerning the offer, other than a change in price or a change in
percentage of securities sought, will depend upon the facts and circumstances,
including the relative materiality of the change in the terms or information.
With respect to a change in price or a change in percentage of securities sought
(other than an increase of not more than 2% of the securities sought), however,
a minimum ten business day period is generally required to allow for adequate
dissemination to security holders and for investor response. As used in this
Offer to Purchase, "business day" means any day other than a Saturday, Sunday or
a federal holiday, and consists of the time period from 12:01 a.m. through 12:00
midnight, Pacific Standard Time.
Section 6. Certain Federal Income Tax Consequences. THE FEDERAL INCOME TAX
DISCUSSION SET FORTH BELOW IS INCLUDED HEREIN FOR GENERAL INFORMATION ONLY AND
DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF TAXATION THAT MAY BE RELEVANT TO A
PARTICULAR UNITHOLDER. For example, this discussion does not address the effect
of any applicable foreign, state, local or other tax laws other than federal
income tax laws. Certain Unitholders (including trusts, foreign persons,
tax-exempt organizations or corporations subject to special rules, such as life
insurance companies or S corporations) may be subject to special rules not
discussed below. This discussion is based on the Internal Revenue Code of 1986,
as amended (the "Code"), existing regulations, court decisions and Internal
Revenue Service ("IRS") rulings and other pronouncements. EACH UNITHOLDER
TENDERING UNITS SHOULD CONSULT SUCH UNITHOLDER'S OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH UNITHOLDER OF ACCEPTING THE OFFER, INCLUDING
THE APPLICATION OF THE ALTERNATIVE MINIMUM TAX AND FEDERAL, FOREIGN, STATE,
LOCAL AND OTHER TAX LAWS.
The following discussion is based on the assumption that the
Partnership is treated as a partnership for federal income tax purposes and is
not a "publicly traded partnership" as that term is defined in the Code.
Gain or Loss. A taxable Unitholder will recognize a gain or loss on the sale of
such Unitholder's Units in an amount equal to the difference between (i) the
amount realized by such Unitholder on the sale and (ii) such Unitholder's
adjusted tax basis in the Units sold. The amount realized by a Unitholder will
include the Unitholder's share of the Partnership's liabilities, if any (as
determined under Code section 752 and the regulations thereunder). If the
Unitholder reports a loss on the sale, such loss generally could not be
currently deducted by such Unitholder except against such Unitholder's capital
gains from other investments. In addition, such loss would be treated as a
passive activity loss. (See "Suspended Passive Activity Losses" below.)
The adjusted tax basis in the Units of a Unitholder will depend upon
individual circumstances. (See also "Partnership Allocations in Year of Sale"
below.) Each Unitholder who plans to tender hereunder should consult with the
Unitholder's own tax advisor as to the Unitholder's adjusted tax basis in the
Unitholder's Units and the resulting tax consequences of a sale.
12
<PAGE>
If any portion of the amount realized by a Unitholder is attributable
to such Unitholder's share of "unrealized receivables" or "substantially
appreciated inventory items" as defined in Code section 751, a corresponding
portion of such Unitholder's gain or loss will be treated as ordinary gain or
loss. It is possible that the basis allocation rules of Code Section 751 may
result in a Unitholder's recognizing ordinary income with respect to the portion
of the Unitholder's amount realized on the sale of a Unit that is attributable
to such items while recognizing a capital loss with respect to the remainder of
the Unit.
A tax-exempt Unitholder (other than an organization described in Code
Section 501(c)(7) (social club), 501(c)(9) (voluntary employee benefit
association), 501(c)(17) (supplementary unemployment benefit trust), or
501(c)(20) (qualified group legal services plan)) should not be required to
recognize unrelated trade or business income upon the sale of its Units pursuant
to the Offer, assuming that such Unitholder does not hold its Units as a
"dealer" and has not acquired such Units with debt financed proceeds.
Partnership Allocations in Year of Sale. A tendering Unitholder will be
allocated the Unitholder's pro rata share of the annual taxable income and
losses from the Partnership with respect to the Units sold for the period
through the date of sale, even though such Unitholder will assign to the
Purchaser its rights to receive certain cash distributions with respect to such
Units. Such allocations and any Partnership distributions for such period would
affect a Unitholder's adjusted tax basis in the tendered Units and, therefore,
the amount of gain or loss recognized by the Unitholder on the sale of the
Units.
Possible Tax Termination. The Code provides that if 50% or more of the capital
and profits interests in a partnership are sold or exchanged within a single
12-month period, such partnership generally will terminate for federal income
tax purposes. It is possible that the Partnership could terminate for federal
income tax purposes as a result of consummation of the Offer. A tax termination
of the Partnership could affect on Unitholders whose tax year is not the
calendar year by requiring inclusion of more than one year of Partnership tax
items in one tax return.
Suspended "Passive Activity Losses". A Unitholder who sells all of the
Unitholder's Units would be able to deduct "suspended" passive activity losses
from the Partnership, if any, in the year of sale free of the passive activity
loss limitation. As a limited partner of the Partnership, which was engaged in
real estate activities, the ability of a Unitholder, who or which is subject to
the passive activity loss rules, to claim tax losses from the Partnership was
limited. Upon sale of all of the Unitholder's Units, such Unitholder would be
able to use any "suspended" passive activity losses first against gain, if any,
on sale of the Unitholder's Units and then against income from any other source.
Foreign Unitholders. Gain realized by a foreign Unitholder on a sale of a Unit
pursuant to the Offer will be subject to federal income tax. Under Section 1445
of the Code, the transferee of a partnership interest held by a foreign person
is generally required to deduct and withhold a tax equal to 10% of the amount
realized on the disposition. The Purchaser will withhold 10% of the amount
realized by a tendering Unitholder from the purchase price payment to be made to
such Unitholder unless the Unitholder properly completes and signs the FIRPTA
Affidavit included as part of the Letter of Transmittal certifying the
Unitholder's TIN, that such Unitholder is not a foreign person and the
13
<PAGE>
Unitholder's address. Amounts withheld would be creditable against a foreign
Unitholder's federal income tax liability and, if in excess thereof, a refund
could be obtained from the Internal Revenue Service by filing a U.S. income tax
return.
Section 7. Effects of the Offer.
Limitations on Resales. The Purchaser does not believe the provisions of the
Partnership Agreement should restrict transfers of Units.
Effect on Trading Market. There is no established public trading market for the
Units and, therefore, a reduction in the number of Unitholders should not
materially further restrict the Unitholders' ability to find purchasers for
their Units on any secondary market.
Voting Power of Purchaser. Depending on the number of Units acquired by the
Purchaser pursuant to the Offer, the Purchaser may have the ability to exert
certain influence on matters subject to the vote of Unitholders, though the
maximum number of Units sought hereunder would not give the Purchaser a
controlling voting interest.
Other Potential Effects. The Units are registered under the Exchange Act, which
requires, among other things that the Partnership furnish certain information to
its Unitholders and to the Commission and comply with the Commission's proxy
rules in connection with meetings of, and solicitation of consents from,
Unitholders. Registration and reporting requirements could be terminated by the
Partnership if the number of record holders falls below 300, or below 500 if the
Partnership's total assets are below $10 million for three consecutive preceding
fiscal years. The Partnership reported total assets in excess of $142 million as
of its most recent audited financial statement and a total of 1,756 limited
partners. The Purchaser does not believe there is any material likelihood that
the purchase of Units pursuant to the Offer could reduce the number of record
Unit holders below 300. Accordingly, the Purchaser does not believe that the
purchase of Units pursuant to the Offer will result in the Units becoming
eligible for deregistration under the Exchange Act.
Section 8. Future Plans. Following the completion of the Offer, the Purchaser,
or its affiliates, may acquire additional Units. Any such acquisitions may be
made through private purchases, one or more future tender offers or by any other
means deemed advisable or appropriate. Any such acquisitions may be at a
consideration higher or lower than the consideration to be paid for the Units
purchased pursuant to the Offer. The Purchaser is seeking to purchase a total of
1,000 Units. If the Purchaser acquires fewer than 1,000 Units pursuant to the
Offer, the Purchaser may seek to make further purchases on the open market at
prevailing prices, or solicit Units pursuant to one or more future tender offers
at the same price, a higher price or, if the Partnership's circumstances change,
at a lower price. Alternatively, the Purchaser may discontinue any further
purchases of Units after termination of the Offer, regardless of the number of
Units purchased.
The Purchaser is acquiring the Units pursuant to the Offer solely for
investment purposes. The Purchaser has no present intention to seek control of
the Partnership or to change the management or operations of the Partnership.
The Purchaser does not have any present intention to seek or cause a liquidation
of the Partnership. The Purchaser nevertheless reserves the right, at an
appropriate time, to exercise its rights as a limited partner to vote on matters
subject to a limited partner vote, including, but not limited to, any vote to
cause the sale of the Partnership's properties and the liquidation and
dissolution of the Partnership.
14
<PAGE>
Section 9. The Business of the Partnership. Information included herein
concerning the Partnership is derived from the Partnership's publicly-filed
reports and the filed information relating to the tender offer by an affiliate
of the General Partner. Information concerning the Partnership, its assets,
operations and management is contained in its Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q and other filings with the Securities and
Exchange Commission. Such reports and filings are available on the Commission's
EDGAR system, at its internet website at www.sec.gov, and are available for
inspection at the Commission's principal office in Washington, D.C. and at its
regional offices in New York, New York and Chicago, Illinois. The Purchaser has
relied on such information to the extent information is presented herein
concerning the Partnership, and expressly disclaim any responsibility for the
information included in such reports and extracted in this Offer.
Section 10. Conflicts of Interest. The Purchaser knows of no material
conflicts of interest.
Section 11. Certain Information Concerning the Purchaser. The Purchaser
is Sutter/Jamboree Acquisition Fund, LLC. For information concerning the
Purchaser and its principals, please refer to Schedule I attached hereto. The
principal business of the Purchaser is investment in securities, particularly
real estate-based securities. The principal business address of the Purchaser is
595 Market Street, Suite 2100, San Francisco, California 94105.
During the last 12 months, an affiliate of the Purchaser, Sutter
Opportunity Fund, LLC, purchased a total of 128 Units in a private transaction
for a purchase price of $750 per Unit.
The Purchaser is not a public company and has not prepared audited
financial statements. Sutter Capital Management, LLC is the manager of the
Purchaser. The Purchaser has total committed capital in the amount of $4
million. Six of the seven non-managing members of the Purchaser identified on
Schedule I attached hereto, have each committed to contribute up to $500,000 to
the capital of the Purchaser upon demand, and each owns an equal 12.5% equity
interest in the Purchaser, while the seventh non-managing member has committed
to contribute up to $1 million for a 25% equity interest. The non-managing
members include family trusts, privately held corporations and individuals.
Under the terms of the operating agreement of the Purchaser, non of the
non-managing members has any power to control the Purchaser or take any action
with respect to the capital or assets of the Purchaser. The aggregate net worth
of the members of the Purchaser is in excess of $35 million, including current
liquid assets of in excess of $7 million. The members of the Purchaser have made
binding commitments to contribute capital to the Purchaser and have available
sufficient amounts of liquid capital necessary to fund the acquisition of all
Units subject to the Offer, the expenses to be incurred in connection with the
Offer, and all other anticipated costs of the Purchaser. See Schedule I for
further information concerning the manager and members of the Purchaser.
Except as otherwise set forth herein, (i) neither the Purchaser nor, to
the best knowledge of the Purchaser, the persons listed on Schedule I nor any
affiliate of the Purchaser beneficially owns or has a right to acquire any
Units, (ii) neither the Purchaser nor, to the best knowledge of the Purchaser,
the persons listed on Schedule I nor any affiliate of the Purchaser, or any
director, executive officer or subsidiary of any of the foregoing has effected
any transaction in the Units within the past 60 days, (iii) neither the
Purchaser nor, to the best knowledge of the Purchaser, the persons listed on
Schedule I nor any affiliate of the Purchaser has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Partnership, including but not limited to, contracts,
arrangements, understandings or relationships concerning the transfer or voting
thereof, joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of proxies,
consents or authorizations, (iv) there have been no transactions or business
relationships which would be required to be disclosed under the rules and
15
<PAGE>
regulations of the Commission between the Purchaser or, to the best knowledge of
the Purchaser, the persons listed on Schedule I, or any affiliate of the
Purchaser on the one hand, and the Partnership or its affiliates, on the other
hand, and (v) there have been no contracts, negotiations or transactions between
the Purchaser, or to the best knowledge of the Purchaser any affiliate of the
Purchaser on the one hand, the persons listed on Schedule I, and the Partnership
or its affiliates, on the other hand, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.
Section 12. Source of Funds. The Purchaser expects that approximately $1,500,000
would be required to purchase 1,000 Units, if tendered, and an additional
$15,000 may be required to pay related fees and expenses. The Purchaser
anticipates funding all of the purchase price and related expenses through the
capital commitments of its members, which they in turn will fund out of their
existing cash reserves.
Section 13. Conditions of the Offer. Notwithstanding any other term of the
Offer, the Purchaser shall not be required to accept for payment or to pay for
any Units tendered if all authorizations, consents, orders or approvals of, or
declarations or filings with, or expirations of waiting periods imposed by, any
court, administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, necessary for the consummation of the
transactions contemplated by the Offer shall not have been filed, occurred or
been obtained on or before the Expiration Date.
The Purchaser shall not be required to accept for payment or pay for
any Units not theretofore accepted for payment or paid for and may terminate or
amend the Offer as to such Units if, at any time on or after the date of the
Offer and before the Expiration Date, any of the following conditions exists:
(a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have been
issued and shall remain in effect which (i) makes illegal, delays or otherwise
directly or indirectly restrains or prohibits the making of the Offer or the
acceptance for payment of or payment for any Units by the Purchaser, (ii)
imposes or confirms limitations on the ability of the Purchaser effectively to
exercise full rights of ownership of any Units, including, without limitation,
the right to vote any Units acquired by the Purchaser pursuant to the Offer or
otherwise on all matters properly presented to the Partnership's Unitholders,
(iii) requires divestiture by the Purchaser of any Units, (iv) causes any
material diminution of the benefits to be derived by the Purchaser as a result
of the transactions contemplated by the Offer or (v) might materially adversely
affect the business, properties, assets, liabilities, financial condition,
operations, results of operations or prospects of the Purchaser or the
Partnership;
(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental authority
or agency, other than the application of the waiting period provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which might,
directly or indirectly, result in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above;
(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
16
<PAGE>
financial condition, operations, results of operations or prospects of the
Partnership, which, in the reasonable judgment of the Purchaser, is or may be
materially adverse to the Partnership, or the Purchaser shall have become aware
of any fact that, in the reasonable judgment of the Purchaser, does or may have
a material adverse effect on the value of the Units;
(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (ii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) any limitation by any governmental authority on, or other
event which might affect, the extension of credit by lending institutions or
result in any imposition of currency controls in the United States, (iv) a
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States, (v) a material
change in United States or other currency exchange rates or a suspension of a
limitation on the markets thereof, or (vi) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material acceleration
or worsening thereof; or
(e) it shall have been publicly disclosed or the Purchaser shall have
otherwise learned that (i) more than fifty percent of the outstanding Units have
been or are proposed to be acquired by another person (including a "group"
within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person
or group that prior to such date had filed a Statement with the Commission
pursuant to Sections 13(d) or (g) of the Exchange Act has increased or proposes
to increase the number of Units beneficially owned by such person or group as
disclosed in such Statement by two percent or more of the outstanding Units.
The foregoing conditions are for the sole benefit of the Purchaser and
may be asserted by the Purchaser regardless of the circumstances giving rise to
such conditions or may be waived by the Purchaser in whole or in part at any
time and from time to time in their sole discretion. Any termination by the
Purchaser concerning the events described above will be final and binding upon
all parties.
Section 14. Certain Legal Matters.
General. Except as set forth in this Section 14, the Purchaser is not aware of
any filings, approvals or other actions by any domestic or foreign governmental
or administrative agency that would be required prior to the acquisition of
Units by the Purchaser pursuant to the Offer. Should any such approval or other
action be required, it is the Purchaser's present intention that such additional
approval or action would be sought. While there is no present intent to delay
the purchase of Units tendered pursuant to the Offer pending receipt of any such
additional approval or the taking of any such action, there can be no assurance
that any such additional approval or action, if needed, would be obtained
without substantial conditions or that adverse consequences might not result to
the Partnership's business, or that certain parts of the Partnership's business
might not have to be disposed of or held separate or other substantial
conditions complied with in order to obtain such approval or action, any of
which could cause the Purchaser to elect to terminate the Offer without
purchasing Units thereunder. The Purchaser's obligation to purchase and pay for
Units is subject to certain conditions, including conditions related to the
legal matters discussed in this Section 14.
Antitrust. The Purchaser does not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of Units
pursuant to the Offer.
17
<PAGE>
Margin Requirements. The Units are not "margin securities" under the regulations
of the Board of Governors of the Federal Reserve System and, accordingly, such
regulations are not applicable to the Offer.
State Takeover Laws. A number of states have adopted anti-takeover laws
which purport, to varying degrees, to be applicable to attempts to acquire
securities of corporations which are incorporated in such states or which have
substantial assets, security holders, principal executive offices or principal
places of business therein. These laws are directed at the acquisition of
corporations and not partnerships. The Purchaser, therefore, does not believe
that any anti-takeover laws apply to the transactions contemplated by the Offer.
Although the Purchaser has not attempted to comply with any state
anti-takeover statutes in connection with the Offer, the Purchaser reserves the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer nor any action taken in
connection herewith is intended as a waiver of such right. If any state
anti-takeover statute is applicable to the Offer, the Purchaser might be unable
to accept for payment or purchase Units tendered pursuant to the Offer or be
delayed in continuing or consummating the Offer. In such case, the Purchaser may
not be obligated to accept for purchase or pay for any Units tendered.
Section 15. Fees and Expenses. The Purchaser has retained North Coast
Securities, Inc. to act as Depositary in connection with the Offer. The
Purchaser will pay the Depositary reasonable and customary compensation for its
services in connection with the Offer, plus reimbursement for out-of-pocket
expenses, and will indemnify the Depositary against certain liabilities and
expenses in connection therewith, including liabilities under the federal
securities laws. The Purchaser will also pay all costs and expenses of printing,
publication and mailing of the Offer and all costs of transfer.
Section 16. Miscellaneous. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) UNITHOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION. THE Purchaser is NOT AWARE OF ANY JURISDICTION
WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD BE ILLEGAL.
No person has been authorized to give any information or to make any
representation on behalf of the Purchaser not contained herein or in the Letter
of Transmittal and, if given or made, such information or representation must
not be relied upon as having been authorized.
November 24, 1999
SUTTER/JAMBOREE ACQUISITION FUND, LLC
18
<PAGE>
SCHEDULE I
THE PURCHASER AND ITS PRINCIPALS
The Purchaser is SUTTER/JAMBOREE ACQUISITION FUND, LLC, a California
limited liability company. The Manager of the Purchaser is Sutter Capital
Management, LLC. The non- managing members of the Purchaser are Cohn Family
Trust, Frame Family Trust, MacKenzie Patterson, Inc., James Hillman, Slusa,
Inc., Christopher Sickels, and Ralph Woolley. The manager of Sutter Capital
Management, LLC is Robert E. Dixon. Mr. Dixon is a Canadian citizen. Each of the
individual members is a citizen of the United States of America. Further
information concerning the members is set forth below. The principal business
address for the Purchaser, its manager and Robert Dixon is 595 Market Street,
Suite 2100, San Francisco, California 94105.
Sutter Capital Management, LLC
Sutter Capital Management, LLC is a California limited liability
company formed in 1998 to serve as the manager for Sutter Opportunity Fund, LLC.
The managing member and controlling interest holder in Sutter Capital
Management, LLC is Robert E. Dixon.
Mr. Dixon received his Bachelors degree in economics from the University
of California at Los Angeles in 1992. He worked for Lehman Brothers in
equity sales and trading during 1993 and 1994. From October 1994 to Jund, 1996
he worked for MacKenzie Patterson, Inc. as a securities research analyst. Mr.
Dixon became a Chartered Financial Analyst in 1996, and received his Master of
Business Administration degree from Cornell University in 1998. In July of 1998
he began buying and selling securities for his own account and that of the
entity he controls, Sutter Opportunity Fund, and he has principally been engaged
in that activity since that date. Mr. Dixon was a registered representative of
North Coast Securities from 1994 through 1997.
Non-Managing Members
MacKenzie Patterson, Inc., is a California corporation, engaged in real
estate investment related activities, and is pricipally owned and controlled by
Mr. C. E. Patterson. C.E. Patterson is President of MacKenzie Patterson, Inc.,
and Patterson Financial Services, Inc., an investment advisor. Mr. Patterson,
through his affiliates, manages a number of investment and real estate
partnerships. MacKenzie Patterson, Inc.'s principal business address is 1640
School Street, Moraga, California 94556.
Thomas A. Frame, Trustee of the Frame Family Trust, has been the president
of Paradigm Investment Corporation, a real estate limited partnership secondary
market firm, since 1986. His principal business address is 4518 Glencannon
Drive, Suisun, California 94585
James Hillman, Trustee of the Hillman Family Revocable Trust, graduated
from the University of Michigan in 1961, and received his J.D. from Northwestern
School of Law in 1964. After being admitted to the bar in both California and
the U.S. District Court, Mr. Hillman began investing in various real estate
entities. Currently Mr. Hillman is President of Peregrine Funding, a real estate
investment firm based in Oakland, California. His principal business address is
#1 Kaiser Plaza, Ste 405, Oakland, CA 94612.
19
<PAGE>
Mr. Donald Cohn, Trustee of the Cohn Family Trust, is a private investor
and the Chief Executive Officer of Data Quick Information Systems. Mr. Cohn's
principal business address is 9171 Towne Centre Dr. #430, San Diego, CA 92122.
Mr. Christopher Sickels is a private investor, and has been involved in the
real estate industry for over 30 years. He developed, through companies he
controls, over ten thousand apartment units during the 1970's and 1980's. Mr.
Sickels' principal business address is 1258 Prospect Street, La Jolla, CA 92037.
Mr. Ralph Wooley is a private investor with over 25 years experience in the
real estate and venture capital industries. Mr. Woolley's principal business
address is 8070 La Jolla Shores Drive, #523, La Jolla, CA 92037.
Slusa, Inc. is a Nevada corporation principally owned and controlled by Mr.
Hans Schoepflin. Mr. Schoepflin is a private investor with over 30 years of
investment management experience. His principal business address is 7979 Ivanhoe
Street #520, La Jolla, Ca 92037.
20
Exhibit (a)(2)
<PAGE>
LETTER OF TRANSMITTAL
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, PACIFIC STANDARD TIME, ON
DECEMBER 31, 1999 (THE "EXPIRATION DATE") UNLESS
EXTENDED.
Deliver to: North Coast Securities, Inc..
595 Market Street, Suite 2100
San Francisco, California 94105
Via Facsimile: (415) 977-1510
For assistance: (800) 854-7835
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE
ADDRESS PRINTED TO THE LEFT)
To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Depositary on or prior to the Expiration Date. Delivery of
this Letter of Transmittal or any other required documents to an address other
than as set forth above does not constitute valid delivery. The method of
delivery of all documents is at the election and risk of the tendering
Unitholder. Please use the pre-addressed, postage-paid envelope provided.
This Letter of Transmittal is to be completed by holders of Units of
limited partnership interest in WINTHROP CALIFORNIA INVESTORS LIMITED
PARTNERSHIP, a Delaware limited partnership(the "Partnership"), pursuant to the
procedures set forth in the Offer to Purchase (as defined below). Capitalized
terms used herein and not defined herein have the meanings ascribed to such
terms in the Offer to Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
Gentlemen:
The undersigned hereby tenders to SUTTER/JAMBOREE ACQUISITION FUND, LLC (
the "Purchaser") all of the Units of limited partnership interest ("Units") in
the Partnership held by the undersigned as set forth above (or, if less than all
such Units, the number set forth below in the signature box), at a purchase
price equal to $1,500 per Unit, less the amount of any distributions made or
declared with respect to the Units between the Offer Date and the Expiration
Date, and upon the other terms and subject to the conditions set forth in the
Offer to Purchase, dated November 24, 1999 (the "Offer to Purchase") and in this
Letter of Transmittal, as each may be supplemented or amended from time to time
(which together constitute the "Offer"). Receipt of the Offer to Purchase is
hereby acknowledged. The undersigned recognizes that, if more than 1,000 Units
are validly tendered prior to or on the Expiration Date and not properly
withdrawn, the Purchaser will, upon the terms of the Offer, accept for payment
from among those Units tendered prior to or on the Expiration Date 1,000 Units
on a pro rata basis, with adjustments to avoid purchases of certain fractional
Units, based upon the number of Units validly tendered prior to the Expiration
Date and not withdrawn. Subject to and effective upon acceptance for payment of
any of the Units tendered hereby, the undersigned hereby sells, assigns and
transfers to, or upon the order of, Purchaser all right, title and interest in
and to such Units which are purchased pursuant to the Offer. The undersigned
hereby irrevocably constitutes and appoints the Purchaser as the true and lawful
agent and attorney-in-fact and proxy of the undersigned with respect to such
Units, with full power of substitution (such power of attorney and proxy being
deemed to be an irrevocable power and proxy coupled with an interest), to
deliver such Units and transfer ownership of such Units, on the books of the
Partnership, together with all accompanying evidences of transfer and
authenticity, to or upon the order of the Purchaser and, upon payment of the
<PAGE>
purchase price in respect of such Units by the Purchaser, to exercise all
voting rights and to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Units all in accordance with the terms of the
Offer. Subject to and effective upon the purchase of any Units tendered hereby,
the undersigned hereby requests that each of the Purchaser be admitted to the
Partnership as a "substitute Limited Partner" under the terms of the Partnership
Agreement of the Partnership. Upon the purchase of Units pursuant to the Offer,
all prior proxies and consents given by the undersigned with respect to such
Units will be revoked and no subsequent proxies or consents may be given (and if
given will not be deemed effective). In addition, by executing this Letter of
Transmittal, the undersigned assigns to the Purchaser all of the undersigned's
rights to receive distributions from the Partnership with respect to Units which
are purchased pursuant to the Offer, other than distributions declared or paid
through the Expiration Date and to change the address of record for such
distributions on the books of the Partnership. Upon request, the Seller will
execute and deliver, and irrevocably directs any custodian to execute and
deliver, any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer and purchase of such Units.
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and has full power and authority to validly
tender, sell, assign and transfer the Units tendered hereby, and that when any
such Units are purchased by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and such Units will not be
subject to any adverse claim. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer and purchase of Units tendered
hereby.
The undersigned understands that a tender of Units to the Purchaser will
constitute a binding agreement between the undersigned and the Purchaser upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchaser to effect a change of distribution address to c/o
Sutter/Jamboree Acquisition Fund, LLC, at 595 Market Street, Suite 2100, San
Francisco, California 94105.. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Units tendered hereby. In such event,
the undersigned understands that any Letter of Transmittal for Units not
accepted for payment will be destroyed by the Purchaser. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any obligations of the undersigned shall be binding upon the
heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
===============================================================================
SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
===============================================================================
- ----------------------------------------------------------------------------
Please sign exactly as your name is printed (or corrected) above, and insert
your Taxpayer Identification Number or Social Security Number in
the space provided below your X_______________________________
signature. For joint owners, (Signature of Owner) Date
each joint owner must sign.
(See Instructions 1) The
signatory hereto hereby certifies X_______________________________
under penalties of perjury the (Signature of Owner) Date
statements in Box B, Box C and,
if applicable, Box D. If the
undersigned is tendering less Taxpayer I.D. or Social # _________________
than all Units held, the number Telephone No. (day) __________
of Units tendered is set forth (eve.)__________
below. Otherwise, all Units held
by the undersigned are tendered hereby.
______________ Units
2
<PAGE>
=============================================================================
BOX A
=============================================================================
Medallion Signature Guarantee
(Required for all Sellers)
(See Instruction 1)
Name and Address of Eligible Institution: ____________________________________
Authorized Signature _____________________________ Title _________________
Name ________________________________ Date _______________,199___
===============================================================================
===============================================================================
BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
- -------------------------------------------------------------------------------
The person signing this Letter of Transmittal hereby certifies the
following to the Purchaser under penalties of perjury:
(i) The TIN set forth in the signature box on the front of
this Letter of Transmittal is the correct TIN of the Unitholder, or if this box
[ ] is checked, the Unitholder has applied for a TIN. If the Unitholder has
applied for a TIN, a TIN has not been issued to the Unitholder, and either: (a)
the Unitholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Unitholder intends to mail or deliver an application in the near future (it
being understood that if the Unitholder does not provide a TIN to the Purchaser
within sixty (1,000) days, 31% of all reportable payments made to the Unitholder
thereafter will be withheld until a TIN is provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the Unitholder is not
subject to backup withholding either because the Unitholder: (a) is exempt from
backup withholding, (b) has not been notified by the IRS that the Unitholder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Unitholder is no longer
subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify
that the Unitholder is not subject to backup withholding.
===============================================================================
===============================================================================
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
- -------------------------------------------------------------------------------
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of an interest in a partnership if
50% or more of the value of its gross assets consists of U.S. real property
interests and 90% or more of the value of its gross assets consists of U.S. real
property interests plus cash equivalents, and the holder of the partnership
interest is a foreign person. To inform the Purchaser that no withholding is
required with respect to the Unitholder's interest in the Partnership, the
person signing this Letter of Transmittal hereby certifies the following under
penalties of perjury;
3
<PAGE>
(i) Unless this box [ ] is checked, the Unitholder, if an
individual, is a U.S. citizen or a resident alien for purposes of U.S. income
taxation, and if other than an individual, is not a foreign corporation, foreign
partnership, foreign estate or foreign trust (as those terms are defined in the
Internal Revenue Code and Income Tax Regulations); (ii) the Unitholder's U.S.
social security number (for individuals) or employer identification number
(for non-individuals) is correctly printed in the signature box on the front of
this Letter of Transmittal; and (iii) the Unitholder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is ----------. The person signing this Letter of
Transmittal understands that this certification may be disclosed to the IRS by
the Purchaser and that any false statements contained herein could be punished
by fine, imprisonment, or both.
===============================================================================
===============================================================================
BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
- -------------------------------------------------------------------------------
By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Unitholder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Unitholder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in the
U.S. for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a
broker or barter exchange.
===============================================================================
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Tender, Signature Requirements; Delivery. After carefully reading and
completing this Letter of Transmittal, in order to tender Units a Unitholder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the Unitholder's correct Taxpayer Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature must correspond exactly with the name printed (or corrected) on the
front of this Letter of Transmittal without any change whatsoever. If this
Letter of Transmittal is signed by the registered Unitholder of the Units a
Medallion signature guarantee on this Letter of Transmittal is required.
Similarly, if Units are tendered for the account of a member firm of a
registered national security exchange, a member firm of the National Association
of Securities Dealers, Inc. or a commercial bank, savings bank, credit union,
savings and loan association or trust company having an office, branch or agency
in the United States (each an "Eligible Institution"), a Medallion signature
guarantee is required. In all other cases, signatures on this Letter of
Transmittal must be Medallion guaranteed by an Eligible Institution, by
completing the Signature guarantee set forth in BOX A of this Letter of
Transmittal. If any tendered Units are registered in the names of two or more
joint holders, all such holders must sign this Letter of Transmittal. If this
Letter of Transmittal is signed by trustees, administrators, guardians,
attorneys-in-fact, officers of corporations, or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and must
submit proper evidence satisfactory to the Purchaser of their authority to so
act. For Units to be validly tendered, a properly completed and duly executed
4
<PAGE>
Letter of Transmittal, together with any required signature guarantees in BOX A,
and any other documents required by this Letter of Transmittal, must be received
by the Depositary prior to or on the Expiration Date at its address or facsimile
number set forth on the front of this Letter of Transmittal. No alternative,
conditional or contingent tenders will be accepted. All tendering Unitholders by
execution of this Letter of Transmittal waive any right to receive any notice of
the acceptance of their tender.
2. Transfer Taxes. The Purchaser will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to the
Offer.
3. U.S. Persons. A Unitholder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust or a domestic estate (collectively "United States persons") as
those terms are defined in the Internal Revenue Code and Income Tax Regulations,
should complete the following:
Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Unitholder must provide to the Purchaser the
Unitholder's correct Taxpayer Identification Number or Social Security
Number ("TIN") in the space provided below the signature line and
certify, under penalties of perjury, that such Unitholder is not
subject to such backup withholding. The TIN that must be provided is
that of the registered Unitholder indicated on the front of this Letter
of Transmittal. If a correct TIN is not provided, penalties may be
imposed by the Internal Revenue Service ("IRS"), in addition to the
Unitholder being subject to backup withholding. Certain Unitholders
(including, among others, all corporations) are not subject to backup
withholding. Backup withholding is not an additional tax. If
withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each Unitholder
who or which is a United States Person (as defined Instruction 3 above)
must certify, under penalties of perjury, the Unitholder's TIN and
address, and that the Unitholder is not a foreign person. Tax withheld
under Section 1445 of the Internal Revenue Code is not an additional
tax. If withholding results in an overpayment of tax, a refund may be
obtained from the IRS.
4. Box D - Foreign Persons. In order for a Unitholder who is a foreign
person (i.e., not a United States Person as defined in 3 above) to qualify as
exempt from 31% backup withholding, such foreign Unitholder must certify, under
penalties of perjury, the statement in BOX D of this Letter of Transmittal
attesting to that foreign person's status by checking the box preceding such
statement. However, such person will be subject to withholding of tax under
Section 1445 of the Code.
5. Additional Copies of Offer to Purchase and Letter of Transmittal.
Requests for assistance or additional copies of the Offer to Purchase and this
Letter of Transmittal may be obtained from the Purchaser by calling
800-854-7835.
5
Exhibit (a)(3)
<PAGE>
November 24, 1999
TO: UNIT HOLDERS OF Winthrop California Investors Limited Partnership
SUBJECT: OFFER TO PURCHASE UNITS
Dear Unit Holder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer"), Sutter/Jamboree Acquisition Fund, LLC (the
"Purchaser") is offering to purchase up to 1,000 Units of limited partnership
interest (the "Units") in Winthrop California Investors Limited Partnership, a
Delaware limited partnership(the "Partnership") at a purchase price equal to:
$1,500 per Unit
The Offer will provide you with an opportunity to liquidate all, or a
portion of, your investment in Winthrop California Investors Limited Partnership
without the usual transaction costs associated with market sales or partnership
transfer fees.
After carefully reading the enclosed Offer, if you elect to tender your
Units, mail (using the enclosed pre-addressed, postage paid envelope) or
telecopy a duly completed and executed copy of the Letter of Transmittal (the
blue form) and Change of Address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:
North Coast Securities, Inc..
595 Market Street, Suite 2100
San Francisco, California 94105
Facsimile Transmission: 415-977-1510
If you have any questions or need assistance, please call the Purchaser
at 800-854-7835.
This Offer expires (unless extended) December 31, 1999
Exhibit (a)(4)
<PAGE>
This announcement is neither an offer to buy nor a solicitation of an offer to
sell Units. The Offer is being made solely by the formal Offer to Purchase
forwarded to Unitholders of record and is not being made to, nor will tenders be
accepted from or on behalf of, Unitholders residing in any jurisdiction in which
making or accepting the Offer would violate that jurisdiction's laws. In those
jurisdictions where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Purchaser only by one or more registered dealers licensed under the
laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH UP TO 1,000
UNITS OF LIMITED PARTNERSHIP INTEREST
OF WINTHROP CALIFORNIA INVESTORS LIMITED
PARTNERSHIP AT $1,500 PER UNIT
by
SUTTER/JAMBOREE ACQUISITION FUND, LLC (the
"Purchaser")
The Purchaser is offering to purchase for cash up to 1,000 Units of Limited
Partnership Interest of Winthrop California Investors Limited Partnership
("Units") at $1,500 per Unit upon the terms and subject to the conditions set
forth in Purchaser's Offer to Purchase and in the related Letter of Transmittal
(which together constitute the "Offer" and the "Tender Offer Documents").
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, PACIFIC DAYLIGHT TIME,
ON DECEMBER 31, 1999, UNLESS THE OFFER IS EXTENDED.
Funding for the purchase of the Units will be provided through the capital
commitments of the Purchaser's members. The Offer will expire at 12:00 midnight,
Pacific Standard Time on December 31, 1999, unless and until Purchaser, in its
sole discretion, shall have extended the period of time for which the Offer is
open (such date and time, as extended the "Expiration Date"). If Purchaser makes
a material change in the terms of the Offer, or if it waives a material
condition to the Offer, Purchaser will extend the Offer and disseminate
additional tender offer materials to the extent required by Rules 14d-4(c) and
14d-6(d) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The minimum period during which an offer must remain open following any
material change in the terms of the Offer, other than a change in price or a
change in percentage of securities sought or a change in any dealer's soliciting
fee, will depend upon the facts and circumstances including the materiality of
the change with respect to a change in price or, subject to certain limitations,
a change in the percentage of securities sought or a change in any dealer's
<PAGE>
soliciting fee. A minimum of ten business days from the date of such change
is generally required to allow for adequate dissemination to Unitholders.
Accordingly, if prior to the Expiration Date, Purchaser increases (other than
increases of not more than two percent of the outstanding Units) or decreases
the number of Units being sought, or increases or decreases the consideration
offered pursuant to the Offer, and if the Offer is scheduled to expire at any
time earlier than the period ending on the tenth business day from the date that
notice of such increase or decrease is first published, sent or given to
Unitholders, the Offer will be extended at least until the expiration of such
ten business days. For purposes of the Offer, a "business day" means any day
other than a Saturday, Sunday or federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, Pacific Standard Time. In all cases
payment for the Units purchased pursuant to the Offer will be made only after
timely receipt of the Letters of Transmittal (or facsimiles thereof), properly
completed and duly executed, with any required signature guarantees, and any
other documents required by such Letters of Transmittal.
Tenders of Units made pursuant to the Offer are irrevocable, except that
Unitholders who tender their Units in response to the Offer will have the right
to withdraw their tendered Units at any time prior to the Expiration Date by
sending a written or facsimile transmission notice of withdrawal to Purchaser
specifying the name of the person who tendered the Units to be withdrawn. In
addition, tendered Units may be withdrawn at any time on or after January 24,
1999, unless the tender has theretofore been accepted for payment as provided
above. If tendering Unitholders tender more than the number of Units that
Purchaser seeks to purchase pursuant to the Offer, Purchaser will take into
account the number of Units so tendered and take up and pay for as nearly as may
be pro rata, disregarding fractions, according to the number of Units tendered
by each tendering Unitholder during the period during which the Offer remains
open. The terms of the Offer are more fully set forth in the formal Tender Offer
Documents which are available from Purchaser. The Offer contains terms and
conditions and the information required by Rule 14d-6(e)(1)(vii) under the
Exchange Act which are incorporated herein by reference.
The Tender Offer Documents contain important information which should be
read carefully before any decision is made with respect to the Offer. The Tender
Offer Documents may be obtained by written request to Purchaser or as set forth
below. A request has been made to the issuer pursuant to Rule 14d-5 under the
Exchange Act for the use of its list of Unit holders for the purpose of
disseminating the Offer to Unit holders. Upon compliance by the issuer with such
request, the Tender Offer Documents and, if required, other relevant materials
will be mailed to record holders of Units or persons who are listed as
2
<PAGE>
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Units.
For Copies of the Tender Offer Documents Call Purchaser at
1-800-854-7835 or Make a Written Request Addressed to 595 Market Street, Suite
2100, San Francisco, California 94105.
November 24, 1999
3
