SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
To
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
(Name of Subject Company)
SUTTER/JAMBOREE ACQUISITION FUND, LLC
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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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
$8,050,000 $1,310
* For purposes of calculating the filing fee only. Assumes the
purchase of 3,500 Units at a purchase price equal to $2,300 per
Unit in cash. The amount of the fee reflects the total fee of
$1,610 less the sum of $300 paid in connection with the initial
filing of this Schedule for the purchase of 1,000 Units at a price
of $1,500 per Unit. The price and maximum number of Units have been
increased as set forth herein.
<PAGE>
This Amendment No. 2 to Schedule 14D1 hereby amends and modifies the Schedule
filed by the above-named bidder on November 24, 1999 and amended as of December
30, 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 Purchaser has increased the maximum number of Units subject
to the Offer to any or all Units, subject only to restrictions on transfer
imposed by the General Partner of the Partnership, and have increased the
purchase price to $2,300 per Unit, less the amount of any distributions declared
or made with respect to the Units between the Offer Date and the Expiration
Date, upon the terms and subject to the conditions set forth in the Offer to
Purchase and the Supplement thereto attached to this amendment as Exhibit
(a)(6).
Item 11. Material to be Filed as Exhibits.
(a)(6) Supplement to Offer to Purchase dated January 6, 2000
(a)(7) Cover letter dated January 6, 2000
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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: January 6, 2000
SUTTER/JAMBOREE ACQUISITION FUND, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
Robert Dixon, Manager
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<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(6) Supplement to Offer to Purchase dated January 6, 2000
(a)(7) Cover letter dated January 6, 2000
Exhibit (a)(6)
<PAGE>
SUPPLEMENT DATED JANUARY 6, 2000
to
OFFER TO PURCHASE FOR CASH ANY AND ALL
UNITS OF LIMITED PARTNERSHIP INTEREST
OF
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
AT
$2,300 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 supplements and
amends its Offer dated November 24, 1999 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 any and
all Units tendered at a purchase price equal to $2,300 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 the Offer to Purchase
(the "Offer to Purchase"), this supplement and the related Letter of
Transmittal, as each may be supplemented or amended from time to time (which
together constitute the "Offer"). An affiliate of the Purchaser currently owns a
total of 128 Units or approximately 3.65% of the total 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 $2,300 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
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properties, and is not qualified to appraise real estate.
The General Partner has estimated the liquidation value
of the Partnership was $3,514 per Unit as of November 30,
1999. 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 the General Partner
imposes a restriction on transfer as discussed below.
The Purchaser has determined to increase its offer price based on
information disclosed by the General Partner and its affiliate in the
affiliate's tender offer dated January 3, 2000.
The Purchaser has increased the maximum number of Units sought in
the Offer to the lesser of all outstanding Units or the maximum number of Units
the General Partner will permit to be transferred. Under the partnership
agreement, transfers of units which in the opinion of counsel to the Partnership
would cause a termination of the partnership for federal income tax purposes
(which termination may occur when 50% or more of the units are transferred in a
twelve-month period) are not permitted. The General Partner has disclosed that
it intends to restrict transfers that would violate this restriction. Therefore,
depending upon the number of units tendered in the current tender offers, the
general partner could seek to invoke this restriction to limit the number of
Units the Purchaser may acquire in this Offer in the event the number tendered
exceeds this limitation. In that event, the Purchaser could be forced to accept
Units pro rata from tendering Unitholders up to the maximum number permitted by
the General Partner. The Purchaser has not increased the number of Units it
reasonably expects to acquire, but has increased the total number of Units
sought solely for the purpose of reducing the risk that any Unitholder's tender
of Units will be pro rated. As the General Partner and its affiliates control
approximately 28% of the Units (which it has disclosed that it currently does
not intend to tender) and the Purchaser's affiliate owns approximately 4%, the
number of Units the Purchaser reasonably expects to acquire is substantially
less than 50% of the total outstanding Units. Nevertheless, the Purchaser is
prepared to purchase any and all Units tendered.
The Purchaser has obtained additional capital commitments from its
members, and now has total capital commitments in the amount of $8 million.
Unitholders who have already tendered to the Purchaser will receive
the increased purchase price automatically and need do nothing further.
Unitholders who have not yet tendered may tender by means of the blue form
letter of transmittal attached hereto. If you have already tendered your Units
to Quadrangle Associates II LLC, and you wish to revoke that tender and tender
to the Purchasers, you may revoke the prior tender until that offer is
terminated by sending a written notice of revocation specifying the Units
tendered and your desire to revoke, as provided in the Quadrangle Associates II
LLC tender offer. You may use the attached form for revoking tenders to
Quadrangle Associates II LLC, or, if you have questions in this regard, please
contact North Coast Securities as set forth in the Offer.
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NOTICE OF WITHDRAWAL
The undersigned hereby withdraws Units heretofore tendered by the
undersigned to Quadrangle Associates II LLC pursuant to its tender offer dated
January 3, 2000 .
Name of person who tendered Units: __________________________________________
Name of registered Unit holder (if different): _______________________________
Number of Units to be withdrawn (state "all" if all Units tendered are to be
withdrawn): _______
Date: _______________, 2000
- ----------------------------------------------
[signature of withdrawing Unit holder]
- ----------------------------------------------
[signature of joint holder, if any]
INSTRUCTIONS:
For a withdrawal to be effective, a written notice of withdrawal must be timely
received by Quadrangle Associates II LLC at its address set forth below. Any
such notice of withdrawal must specify the name of the person who tendered, the
number of units to be withdrawn and the name of the registered holder of such
units, if different from the person who tendered. In addition, the notice of
withdrawal must be signed by the person who signed the letter of transmittal in
the same manner as the letter of transmittal was signed.
Via U.S. Mail or overnight Courier: Attention: Special Projects Department
5 Cambridge Center
9th Floor
Cambridge, Massachusetts 02142
Via Facsimile: (617) 234-3310
For Information Call: (888) 448-5554
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Exhibit (a)(7)
<PAGE>
January 6, 2000
TO: UNIT HOLDERS OF WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP (the "Partnership")
SUBJECT: OFFER TO PURCHASE UNITS FOR $2,300 CASH
Dear Unit Holder:
As described in the enclosed Offer to Purchase, including the
Supplement dated January 6, 2000, Sutter/Jamboree Acquisition Fund, LLC (the
"Purchaser") is offering to purchase up to 100% of the outstanding Units of
limited partnership interest in your Partnership at a purchase price equal to:
$2,300 per Unit
The offer will provide you with an opportunity to liquidate your
investment in your Partnership without the usual transaction costs or transfer
fees. Please keep in mind the following issues:
- - Our offer is the highest available offer, and represents a $300 premium
over any other outstanding offer.
- - Our offer is designed so that your units will not be pro-rated. Unlike the
general partner's competing offer, our offer is for 100% of outstanding Units
which means you will not be left with a fractional unit.
- - Our offer assures immediate payment in full. Our offer provides for payment
in full within 3 business days of the expiration of the offer, and such
payment will be for 100% of your units accepted through this offer.
- - This offer is currently set to expire January 21, 2000 unless extended.
If you choose to tender your Units, please complete the Letter of
Transmittal (the blue form) and return it in the enclosed postage-paid return
envelope. You may also tender your Units by facsimile. Any Units tendered may be
withdrawn by mail or facsimile until midnight on the date of expiration. If you
have already tendered your Units but wish to receive our higher price, you may
complete the Notice of Withdrawal. The Purchaser intends to purchase 100% of
Units accepted through this tender unless the general partner imposes a
restriction on transfers. A complete description of the offer, including risks,
terms and conditions are set forth in the enclosed Offer to Purchase and
Supplement. Correspondence should be directed to the Depositary for the offer
at:
North Coast Securities Corp.
595 Market Street, Suite 2100
San Francisco, CA 94105
Facsimile Transmission: (415) 977-1510 Attn: Beth Hewitt
If you have any questions or would like to receive a copy of the offer,
please call the Purchaser at (800) 854-7835.
