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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
(Amendment No. 3)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Winthrop California Investors Limited Partnership
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(Name of Subject Company)
Winthrop California Investors Limited Partnership
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(Name of Person Filing Statement)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Carolyn Tiffany
Winthrop Financial Associates, A Limited Partnership
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
(617) 234-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
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This Amendment amends both (i) the Schedule 14D-9 filed by Winthrop
California Investors Limited Partnership, a Delaware limited partnership (the
"Partnership") on December 9, 1999, as amended by Amendment No. 1 to Schedule
14D-9 filed by the Partnership on January 10, 2000, as further amended by
Amendment No. 2 to Schedule 14D-9 filed by the Partnership on January 14, 2000,
relating to the tender offer of Sutter/Jamboree Acquisition Fund, LLC
("Sutter"), to purchase up to 3,500 Units at a purchase price of $3,000 per
Unit, pursuant to the terms and conditions of an Offer to Purchase dated
November 24, 1999, as amended, and the related Letter of Transmittal (together,
the "Sutter Offer") and (ii) the Schedule 14D-9 filed by the Partnership on
January 3, 2000, as amended by Amendment No. 1 to Schedule 14D-9 filed by the
Partnership on January 10, 2000, relating to the tender offer of Quadrangle
Associates II L.L.C. ("Quadrangle"), to purchase up to 1,384 Units at a purchase
price of $3,100 per Unit, pursuant to the terms and conditions of an Offer to
Purchase dated January 3, 2000, as amended and the related Letter of Transmittal
(the "Quadrangle Offer").
3. Identity and Background
Item 3 is hereby amended by adding the following:
On January 10, 2000, counsel for Sutter sent a letter to counsel to the
Partnership responding to a January 7, 2000 letter from Partnership's counsel.
In his response, Sutter's counsel (i) denied that Sutter had made an unequivocal
representation that Units would not be subject to proration in the Sutter Offer,
(ii) stated that Sutter would make certain that future communications make
appropriate reference to the risk of proration and (iii) stated that to his
knowledge, neither Sutter nor any of its affiliates beneficially owns any
adverse interest in the headquarters facility. Further, Sutter's counsel stated
that although Sutter's affiliate, Sutter Opportunity Fund, LLC, failed to comply
with the requirements of the stipulation of settlement entered into in
connection with the settlement of the action previously brought by Sutter
Opportunity Fund, LLC against the Partnership in the Delaware Chancery Court, by
failing to deliver copies of Sutter's then two most recent amendments to its
Schedule 14D-1 to the Partnership's counsel prior to filing such amendments with
the Securities and Exchange Commission, copies of the Amendments were forwarded
directly to the Partnership. Counsel also stated that the Partnership and
Quadrangle had failed to timely deliver to Sutter copies of filings made on
Schedule 14D-9 and Schedule 14D-1.
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8. Material to be Filed as Exhibits
Item 8 is hereby amended by adding the following:
Exhibit (a)(iv) - Letter from the Partnership to the limited
partners, dated January 27, 2000
Exhibit (c)(vii) - Letter from legal counsel to Sutter to the
Partnership's legal counsel, dated January 10, 2000
SIGNATURE
After reasonable 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 as of this 27th day of January, 2000.
WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP,
Managing General Partner
By: /s/Carolyn Tiffany
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Carolyn Tiffany
Chief Operating Officer
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Exhibit (a)(iv)
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
5 Cambridge Center
9th Floor
Cambridge, Massachusetts 02142
January 27, 2000
To the Limited Partners of
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP:
Enclosed is a copy of the Partnership's Quarterly Report on Form 10-Q for the
nine months ended September 30, 1999.
We have received numerous calls recently regarding the two offers currently
outstanding for your units in the Partnership asking whether there is a
limitation on the total number of units that the general partner will permit to
be transferred in these offers. In order to avoid potential adverse tax
consequences to limited partners, the Partnership Agreement limits the number of
transfers that can be made in any twelve month period. Accordingly, based on the
number of prior transfers which have occurred during the past twelve months, we
will only process a maximum of 1,589.5 Units in the two offers..
Questions concerning services for your investment, including those related to
tax reporting information, transfers and address changes should be directed to
ReSource/Phoenix, the Partnership's investor service representative at (415)
460-6497. Should you have questions regarding property performance or
information included in this letter, please contact Beverly L. Bergman of
Winthrop's Investor Relations Department at (617) 234-3007.
Winthrop Financial Associates, A Limited
Partnership
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Exhibit (c)(viii)
LETTERHEAD OF DERENTHAL & DANNHAUSER
January 10, 2000
BY FACSIMILE AND MAIL
David Heymann, Esq.
Post & Heymann, LLP
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753 Facsimile: 516-433-2777
Re: Sutter/Jamboree Acquisition Fund, LLC ("Sutter") tender for
Winthrop California Investors Limited Partnership
("Partnership")
Dear David:
I received your letter of January 7, 2000, regarding the above matter.
I will address your comments in the order presented in your letter.
With regard to your characterization of the disclosure concerning the
potential for proration, please refer to the supplement to the Offer, in which
the potential for proration is discussed in detail. The statement in the letter
concerning the design of the Offer is further explained in the supplement, and
the letter expressly refers to the supplement in its first paragraph. The
statement that the "offer is designed so that your units will not be pro-rated"
is not an unequivocal representation in light of the more complete discussion in
the supplement. For the reasons discussed in the supplement, Sutter believes the
likelihood of proration to be remote. Sutter will make certain that any further
communications make appropriate reference to the potential risk of proration,
and will file all appropriate amendments to its Schedule 14D- 1.
You state that you believe Sutter beneficially owns an undisclosed
adverse interest in the office facility. To my
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knowledge, neither Sutter nor any of its affiliates beneficially owns any such
adverse interest.
Each of Sutter's filings has been hand delivered to the subject Company
in compliance with Rule 14d-3(a)(2)(i). Although the partnership's litigation
counsel did not receive the filings, the partnership itself did. It was my
understanding that such delivery satisfied the terms of the Stipulation. I will
confirm the terms of the Stipulation with Sutter's Delaware counsel, and
delivery of all future filings will conform to the letter of the undertakings
therein. Please note that the subject company and the general partner's
affiliate bidder have similar obligations to hand deliver copies of Schedule
14D-1 and Schedule 14D-9 filings to Sutter as a bidder for the securities in
compliance with Rules 14d-3(a)(2)(ii) and 14d-9(a)(2)(i), respectively. Sutter
has not received timely delivery of any such filings, and the partnership and
its affiliates have therefore violated federal securities law on three separate
occasions. For example, the Schedule 14D-1 filed January 3, 2000, was not
delivered to Sutter until January 7. On behalf of Sutter, we hereby demand that
the partnership and its affiliates comply with the federal securities laws in
connection with all future filings.
Very truly yours,
Paul J. Derenthal
cc: Mr. Robert Dixon
