WINTHROP CALIFORNIA INVESTORS LTD PARTNERSHIP
SC 14D1/A, 1999-12-30
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                 Amendment No. 1
                                       To
                                 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)




<PAGE>


This  Amendment  No. 1 to Schedule  14D1 hereby amends and modifies the Schedule
filed by the above-named bidder on November 24, 1999. All information, terms and
conditions of the Offer not  expressly  amended  herein remain  unchanged and in
full force and effect.  All  capitalized  terms used and not  expressly  defined
herein are used as defined in the Schedule previously filed.

Item 1.      Security and Subject Company.

             (b) The Expiration  Date is hereby  extended from December 31, 1999
to  January  21,  2000,  or such  other  date to which this Offer may be further
extended.   The  Issuer  had  3,500  Units  issued  and   outstanding   held  by
approximately  1,665  Unitholders as of December 1, 1999,  according to its most
recently filed annual report on Form 10-K for the year ended December 31, 1998.

             The  Purchaser  has  requested,  pursuant  to Rule 14d-5  under the
Securities Exchange Act of 1934 that the Partnership either provide a Unitholder
list to the  Purchaser  for  purposes of mailing the Offer or mail the Offer for
the  Purchaser.  On  December  2,  1999,  a  representative  of the  Partnership
telephoned a  representative  of the Purchaser  and stated that the  Partnership
would neither  provide the requested  list of limited  partner  information  nor
agree to mail the Offer, and that a letter from the Partnership's  legal counsel
would be forthcoming.  On December 4, 1999, the Purchaser received a letter from
Partnership  counsel  stating  that (i) the  Partnership's  agreement of limited
partnership  required  (A) the prior  written  consent of the  managing  general
partner to any  assignment  or transfers of Units and (B) that any  transfers of
Units comply with applicable  Federal  securities  laws, (ii) as a result of the
absence of current  financial  information with respect to the Partnership,  the
managing general partner will not consent to any transfer of Units made pursuant
to the  Offer,  and  (iii)  the  Offer  does  not  comply  with  the  disclosure
requirements of the Securities  Exchange Act of 1934 applicable to tender offers
for limited partnership units, and, accordingly, the Partnership is not required
to comply with the request  received on November 30th. The  Partnership  gave no
basis for the allegation in (iii) above.

         On December 7, 1999, an affiliate of the Purchaser  demanded,  pursuant
to  applicable  provisions  of Delaware law, that it be permitted to inspect and
copy  the  register  of  holders  of Units  pursuant  to the  provisions  of the
Partnership's  limited  partnership  agreement and Delaware law. The Partnership
declined to permit  such  inspection  and  copying.  On  December  8, 1999,  the
Purchasers  affiliate  commenced  an action in the  Delaware  Chancery  Court to
obtain a list of the limited partners of the  Partnership.  On or about December
23,  1999,  this  action was settled and the  Partnership  provided  the limited
partner list to the Purchaser.


Item 11.     Material to be Filed as Exhibits.

             (a)(1)  Amended Offer to Purchase dated November 24, 1999

             (a)(5)  Press Release




<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:       December 29, 1999



SUTTER/JAMBOREE ACQUISITION FUND, LLC

By SUTTER CAPITAL MANAGEMENT, LLC, Manager

             By:     /s/ ROBERT DIXON
                     Robert Dixon, Manager














                                       2
<PAGE>



                                  EXHIBIT INDEX


Exhibit              Description                                            Page

             (a)(1)  Amended Offer to Purchase dated November 24, 1999

             (a)(5)  Press Release










                                 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 JANUARY 21, 2000,
             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
January 21,  2000,  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  value of the  Units.  It
                     should  also be noted  that the  Purchaser  has not made an





<PAGE>


                     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.


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, to the  Purchaser's  knowledge,  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.

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, 1998: "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 Partnership has not disclosed any current plans for liquidation of
the Partnership and, due to the nature of its interest in the two entities,  the
Partnership  may not control the timing or  circumstances  of its disposition of
such assets.

         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



                                        6


<PAGE>


factor  used  by  the  Purchaser  in  arriving at the Offer Price.  Although the
Purchaser believes the Partnership's  assets may have a per-Unit value in excess
of the  price  it is  offering  to pay for the  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, it 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  1,665  Unitholders at December 1,
1999.

         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 January 21,  2000,  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


                                        7


<PAGE>


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  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


                                        8


<PAGE>


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 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 January 21, 2000, 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


                                        9


<PAGE>


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
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


                                       10


<PAGE>


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.

         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,

                                       11


<PAGE>


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
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.)


                                       12


<PAGE>

         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.

         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  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


                                       13


<PAGE>


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
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  General  Partner  purports to have  discretionary
authority to deny transfers.  The General Partner has disclosed that it will not
recognize transfers of interests until it has disseminated Partnership financial
statements,  and that it intends to do so in the immediate  future.  It has also
disclosed  its  intention to make its own tender offer for Units.  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 1,665  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, and seeks to acquire Units at the lowest cost at which  Unitholders
may be willing to sell.  The  Purchaser  does not have any current  intention to
acquire more than 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  foregoing  describes  the
Purchaser's  current  plans for  acquiring  and holding  Units,  which plans may


                                       14


<PAGE>

change in the future based upon, among other things,  changes in the Partnership
and its business operations and prospects, changes in the Purchaser's investment
objectives and needs, or changes in economic or market conditions.

         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.

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. As a result of
the unavailability of audited financial statements, the Partnership has not been
able to file complete  Annual or Quarterly  reports since December 31, 1997. The
Partnership  filed a partial  Form 10-K for the year ended  December 31, 1998 in
December 1999.

         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 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,  none 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


                                       15


<PAGE>


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
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.  Each of the  members of the  Purchaser  has  executed
binding  and  irrevocable  subscription  commitment,  six of which  are each for
$500,000 and one is for  $1,000,000,  for total  subscription  commitments of $4
million.  The  Purchaser  will  call  all  or a  portion  of  such  subscription
commitments  to  fund  the  purchase  of  Units  and for  any  other  investment
activities of the Purchaser. The commitments are irrevocable,  and to the extent
the capital commitments are called by the Purchaser,  they will represent equity
interests in the  Purchaser  that the  Purchaser  has no  obligation to repay or
return,  except  to  the  extent  members  of  the  Purchaser  are  entitled  to
distributions   of  earnings  and  profits  in  accordance  with  its  Operating
Agreement.

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.



                                       16


<PAGE>

         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,
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.



                                       17


<PAGE>


     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.

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



                                       18


<PAGE>

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











                                       19


<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. 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, Inc. in equity
sales and  trading  during 1993 and 1994.  From  October  1994 to June,  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 principally owned and controlled by
Mr. C.E. Patterson. Mr. 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.


                                       20


<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 Woolley 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  Scheopflin.  Mr.  Scheopflin  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.







                                       21







                                 Exhibit (a)(5)



<PAGE>





                                                           PRESS RELEASE
                                                           FOR IMMEDIATE RELEASE



Sutter Capital Management, LLC
595 Market Street, Suite 2100,
San Francisco, California 94105

                                December 29, 1999

Offer for units of limited partnership interest ("Units") in Winthrop California
Investors   Limited   Partnership,   a   Delaware   limited   partnership   (the
"Partnership"), extended through January 21, 2000

         Sutter/Jamboree  Acquisition  Fund, LLC ( the "Purchaser") has extended
the  expiration  date for its tender  offer to purchase up to 1,000 Units of the
Partnership through January 21, 2000.

         As of December 29, 1999,  no Units had been  tendered to the bidders by
security holders and not withdrawn.

         For further information, contact Robert E. Dixon at the above address.














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