<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Winthrop California Investors Limited Partnership
(Name of Subject Company)
Winthrop California Investors Limited Partnership
-------------------------------------------------
(Name of Person Filing Statement)
Units of Limited Partnership Interest
-------------------------------------
(Title of Class of Securities)
None
-------------------------------------
(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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- --------------------------------------------------------------------------------
<PAGE>
1. Security and Subject Company
The name of the subject company is Winthrop California Investors
Limited Partnership, a Delaware limited partnership (the "Partnership"), and the
address of the principal executive offices of the Partnership is 5 Cambridge
Center, 9th Floor, Cambridge, Massachusetts 02142. The title of the class of
equity securities to which this statement relates is limited partnership units
("Units") of the Partnership.
2. Tender Offer of the Bidder
This Statement relates to the tender offer of Quadrangle Associates II
LLC (the "Purchaser"), to purchase up to 1,384 Units at a purchase price of
$2,000 per Unit, pursuant to the terms and conditions of an Offer to Purchase
dated January 3, 2000, and the related Letter of Transmittal (together, the
"Offer"). The Offer is being made pursuant to a tender offer statement on
Schedule 14D-1 dated January 3, 2000.
The principal business address of the Purchaser's executive offices is
5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142.
3. Identity and Background
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) Certain Relationships. The general partners (the "General
Partners") of the Partnership are Three Winthrop Properties, Inc. and Winthrop
Financial Associates, a Limited Partnership ("WFA"). Affiliates of the General
Partners own 1,023 Units representing approximately 29.2% of the outstanding
Units, and are allocated or receive approximately 29.2% of profit and loss and
distributions allocated or distributed to holders of Units.
In addition, under the terms of the Partnership's Agreement of Limited
Partnership, the General Partners and their affiliates are entitled to receive
certain cash distributions from, and be allocated taxable profits and losses of,
the Partnership. In addition, the General Partners and their affiliates receive
certain fees and compensation for services rendered in connection with the
operations of the Partnership.
In this regard, the Partnership is required to pay WFA an annual asset
management fee of $750,000. $750,000 was paid for 1998 and, as of September 30,
1999, $562,500 has been paid in the current year.
In addition, an affiliate of the General Partners holds a 1% general
partnership interest in Winthrop California Management
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Limited Partnership ("WC Management"), the entity that acquired the right to
manage an approximately 1.6 million square foot office facility owned by
Jamboree LLC. The Partnership holds a 99% limited partnership interest in WC
Management and an indirect 9.9% interest in Jamboree LLC. In 1998, the affiliate
of the General Partners which is the general partner of WC Management received a
distribution of $14,384 in respect of its 1.0% interest. WC Management has
retained Winthrop Management LLC ("Winthrop Management"), an affiliate of the
General Partners, to perform management and leasing services at the office
facility. WC Management is entitled to receive a fee of 2% of gross receipts
from the office facility. From this amount, WC Management reimburses Winthrop
Management for the compensation paid by Winthrop Management to certain senior
level on-site employees as well as for accounting and other support functions
performed off-site by Winthrop Management. WC Management is also entitled to
receive (i) certain incentive fees based on reductions it is able to achieve, if
any, in certain operating and other expenses and (ii) leasing commissions,
consistent with prevailing market rates, for all third-party leases it procures
for the office facility.
A conflict of interest exists for the General Partners between
continuing the Partnership and receiving the fees described above and
liquidating the Partnership.
On November 30, 1999, the Partnership received a letter from counsel to
Sutter/Jamboree Acquisition Fund, LLC ("Sutter"), the entity which has made an
offer for Units (the "Sutter Offer") pursuant to a tender offer Statement on
Schedule 14D-1 dated November 24, 1999, notifying the Partnership of the Sutter
Offer and providing a copy of the offering materials related thereto. The letter
also contained a request that the Partnership comply with certain provisions of
the Securities Exchange Act of 1934 as amended (the "Exchange Act") by either
providing Sutter with a list of the name and address of, and the number of Units
held by, each limited partner of the Partnership, or agreeing to mail the Sutter
Offer offering materials to limited partners.
On December 2, 1999, a representative of the Partnership telephoned a
representative of Sutter and stated that the Partnership would neither provide
the requested list of limited partner information nor agree to mail the Sutter
Offer offering materials, and that a letter from the Partnership's legal counsel
would be forthcoming.
On December 2, 1999, the Partnership's legal counsel mailed a letter
written on behalf of the Partnership to counsel for Sutter. In the letter
counsel indicated 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
3
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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 Sutter Offer, and(iii) the Sutter 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.
On December 7, 1999, a representative of Sutter Opportunity Fund, LLC,
an affiliate of Sutter, appeared at the Partnership's office and delivered a
letter demanding that they 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. A representative of the Partnership
advised them that the Partnership needed to consult with its counsel before
responding. The Partnership was advised by the representative of Sutter
Opportunity Fund, LLC that a response should be directed to Smith, Katzenstein &
Furlow, LLC.
On December 8, 1999, Sutter Opportunity Fund, LLC commenced an action
in the Delaware Chancery Court against the Partnership and WFA to obtain a list
of the limited partners of the Partnership.
In a letter to limited partners dated December 9, 1999, the Partnership
indicated, among other things, that based on the absence of current financial
information on the Partnership sufficient to enable limited partners to make an
informed decision as to whether to transfer Units, it had suspended the
processing of all transfers of units other than transfers by operations of law.
The Partnership disclosed that the transfer restriction would be lifted once
current financial information is available. The Partnership also disclosed that
an affiliate of the General Partner may be making an offer to purchase Units at
a price substantially above the price provided for in the Sutter Offer.
On December 9, 1999, the Partnership filed with the Securities and
Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9
(the "Sutter 14D-9") recommending that Limited Partners reject the Sutter Offer.
On December 14, 1999, the Partnership sent a letter to counsel for
Sutter Opportunity Fund, LLC rejecting the request to provide a list of Limited
Partners.
On December 21, 1999, the Partnership's legal counsel informed Sutter
that (i) in view of the anticipated filing of the Partnership's Form 10-K for
1998, the Partnership had agreed to mail the Sutter Offer offering materials to
Limited Partners and
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(ii) the Partnership will not consent to any transfer of Units unless Limited
Partners have previously received the 1998 audited financial statements of the
Partnership.
On December 22, 1999, the Partnership agreed to provide Sutter
Opportunity Fund, LLC with a list of the Partnership's limited partners. On
December 23, 1999, the Partnership forwarded the list to Sutter Opportunity
Fund, LLC.
4. The Solicitation or Recommendation
Because the Purchaser is an affiliate of the General Partners the
Partnership is making no recommendation and is remaining neutral as to whether
Unitholders should tender their units pursuant to the Offer.
5. Persons Retained, Employed or to be Compensated
None
6. Certain Negotiations and Transactions by the Subject Company
None
7. Additional Information to be Furnished
None.
8. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a)(i) - Letter from the Partnership to the limited partners,
dated December 9, 1999
Exhibit (a)(ii) Letter from the Partnership to the limited partners,
dated January 3, 2000
Exhibit (b) - None
Exhibit (c)(i) - Letter from legal counsel to Sutter to the
Partnership, dated November 24, 1999
Exhibit (c)(ii) - Letter from legal counsel to the Partnership to
legal counsel to Sutter, dated December 2, 1999
Exhibit (c)(iii)- Letter from Smith, Katzenstein & Furlow LLP to the
Partnership, dated December 7, 1999
Exhibit (c)(iv) - The Sutter 14D-9 is incorporated by reference
5
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Exhibit (c)(v) - Letter from the Partnership to Smith, Katzenstein &
Furlow, dated December 14, 1999
Exhibit (c)(vi) - Letter from the Partnership's legal counsel to
Sutter, dated December 21, 1999
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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.
Dated: January 3, 2000
WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP,
Managing General Partner
By: /s/Michael L. Ashner
---------------------------
Michael L. Ashner
Chief Executive Officer
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Exhibit (a)(i)
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
(617) 234-3000
December 9, 1999
Dear Limited Partner:
Sutter/Jamboree Acquisition Fund, LLC ("Sutter") is seeking to purchase in a
tender offer limited partnership units in Winthrop California Investors Limited
Partnership (the "Partnership") for a price of $1,500 per unit.
We believe that the Sutter offer violates certain provisions of applicable
Federal securities laws and in accordance with the provisions of the Partnership
Agreement will not process any assignment of units purported to be made under
the Sutter offer. Accordingly, we have not complied with Sutter's request to
supply it with a list of limited partners or mail the Sutter offer to limited
partners.
Our decision to restrict the transfers of units under the Sutter offer, as well
as other transfers, is also based on the absence of current financial
information on the Partnership sufficient to enable limited partners to make an
informed decision as to whether to transfer units.
The Partnership's most significant asset is a 25% limited partnership interest
in Crow Winthrop Development Limited Partnership (the "Development Partnership")
which owns a development parcel containing approximately 90 acres of land in
Orange County, California. We have previously informed you that the Partnership
has been involved in extensive litigation with the general partner of the
Development Partnership. As a result of our inability to obtain financial
information on the Development Partnership, since September 1997 we have been
unable to prepare financial statements for the Partnership. We have now obtained
additional information on the operations of the Development Partnership and
believe that within the next few weeks we will be able to deliver to you
financial statements of the Partnership for 1998 as well as the nine months
ended September 30, 1999. However, until such time as current financial
information is available we have suspended the processing of all transfers of
units other than transfers by operation of law. We will lift the transfer
restrictions once the foregoing financial information is available.
We also believe that the amount of the Sutter offer is substantially below the
value of your units. Thus, even if transfers of units were
<PAGE>
being processed, we would strongly recommend that limited partners reject the
Sutter offer.
You should also know that an affiliate of the General Partner of the Partnership
may be making an offer to purchase your units at a price substantially above the
price provided for in the Sutter offer. However, it is currently anticipated
that any such offer will not be consummated until such time as the current
financial information referred to above is publicly available.
We are enclosing for your information a copy of the Schedule 14D-9 which we have
filed with the Securities and Exchange Commission which sets forth more detailed
information. If you have any questions or would like further information, please
contact us at (617) 234-3000.
Sincerely,
WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP
<PAGE>
Exhibit (a)(ii)
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
(888) 448-5554
January 3, 2000
Dear Limited Partner:
Please be advised that the general partners of Winthrop California Investors
Limited Partnership (the "Partnership") are affiliated with Quadrangle
Associates II LLC, the entity making an offer to purchase 1,384 units of limited
partnership interest in the Partnership. As a result of this affiliation, the
Partnership is making no recommendation and is remaining neutral as to whether
limited partners should tender their units pursuant to the Offer.
We are enclosing for your information a copy of the Schedule 14D-9 which we have
filed with the Securities and Exchange Commission which sets forth more detailed
information. If you have any questions or would like further information, please
contact us at (888) 448-5554.
Sincerely,
WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP
<PAGE>
Exhibit (c)(i)
LAW OFFICES OF
DERENTHAL & DANNHAUSER
One Post Street, Suite 575
SAN FRANCISCO, CALIFORNIA 94104
(415) 981-4544
FACSIMILE (415) 981-4400
November 24, 1999
BY HAND DELIVERY
Michael L. Ashner
Chief Executive Officer
Winthrop Financial Associates
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
Re: Tender Offer for Units of Winthrop California Investors
Limited Partnership, a Delaware limited partnership (the
"Partnership")
Dear Mr. Ashner:
Enclosed is a copy of the Schedule 14D-1 filed with the Securities and
Exchange Commission ("SEC") by the bidder identified in the Schedule (referred
to herein and therein as the "Purchasers") as tender offer bidder for Units of
limited partnership interest (the "Units") of the Partnership.
This request is hereby delivered on behalf of the Purchaser to Winthrop
Financial Associates, in its capacity as general partner of the Partnership, the
subject company, pursuant to Rule 14d-5(a) and (e), as promulgated by the SEC
under the Securities Exchange Act of 1934 (the "1934 Act"). The Purchaser's
tender offer (the "Offer") is more fully described in the enclosed Schedule
14D-1 Tender Offer Statement. Please be advised that:
1. The Purchaser is Sutter/Jamboree Acquisition Fund, LLC;
2. The securities which are the object of the Offer are the Units
of limited partnership interest of the Partnership;
3. The Purchaser, as bidder, hereby make this request pursuant to
Rule 14d-5(a) to the Partnership as the subject company for
the use of the Unit holder list and security position listings
(i.e., the list containing the name under which record
ownership of each Unit is held by each holder thereof, the
current address on the books of the partnership
<PAGE>
Michael L. Ashner
November 24, 1999
Page 2
or transfer agent for each such holder and the total number of
Units held by each such holder), for the purpose of
disseminating the Offer to the holders of Units;
4. The Purchaser is aware of and will comply with the provisions
of Rule 14d-5(f) under the 1934 Act;
5. The Purchaser hereby elects, pursuant to Rule 14d-5(f)(1)
under the 1934 Act, to require the Partnership, as the subject
company, to disseminate to Unit holders amendments disclosing
any material changes to the tender offer materials in the
event the Partnership elects to disseminate the initial offer;
and
6. Notification pursuant to Rule 14d-5(a)(4) of the election by
Partnership, as the subject company, pursuant to Rule
14d-5(a)(3) should be given to:
Robert Dixon
Sutter Capital Management, LLC.
595 Market Street, Suite 2100
San Francisco, California 94105
(415) 777-2186
This request is hereby made this 24th day of November 1999. We
understand that such notification will be provided no later than the
second business day following the date of receipt of this request.
Very truly yours,
Paul J. Derenthal
cc: Mr. Robert E. Dixon
<PAGE>
Exhibit (c)(ii)
[Letterhead of Post & Heymann, LLP]
December 2, 1999
Paul J. Derenthal, Esq.
Derenthal & Dannhauser
One Post Street, Suite 575
San Francisco, California 94104
Re: Winthrop California Investors Limited Partnership
Dear Mr. Derenthal:
We represent Winthrop California Investors Limited Partnership (the
"Partnership" and write this letter in response to your letter to Michael L.
Ashner dated November 24, 1999 and delivered on November 30, 1999.
Pursuant to the Schedule 14D-1 filed with the Securities and Exchange
Commission, you client, Sutter/Jamboree Acquisition Fund, LLC, has offered to
purchase up to 1,000 units of limited partnership interest ("Units") of the
Partnership (the "Offer"). The provisions of the Partnership's Limited
Partnership Agreement require (i) the prior written consent of Winthrop
Financial Associates, A Limited Partnership, the managing general partner of the
Partnership (the "Managing General Partner"), to any assignment or transfer of
Units and (ii) that any transfer of Units comply with applicable Federal
securities laws. 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. Furthermore, the Offer does
not comply with the disclosure requirements of the Securities Exchange Act of
1934 applicable to tender offers for limited partnership units. Accordingly, the
Partnership is not required to comply with your request purportedly made
pursuant to Rule 14d-5(a).
Sincerely,
David J. Heymann
DJH/db
cc: Mr. Michael Ashner
Mr. Robert Dixon
<PAGE>
Exhibit (c)(iii)
(Letterhead of Smith, Katzenstein & Furlow LLP)
December 7, 1999
VIA FACSIMILE/BY HAND
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Winthrop Financial Associates, A Limited Partnership
Managing General Partner
Winthrop California Investors Limited Partnership
5 Cambridge Center, 9th Floor
Cambridge, MA 02142
Attention: Mr. Michael L. Ashner
Chief Executive Officer
Re: Demand for List of Limited Partners
-----------------------------------
Dear Mr. Ashner:
We represent Sutter Opportunity Fund, LLC ("Sutter"), a limited partner of
Winthrop California Investors Limited Partnership, a Delaware limited
partnership (the "Partnership"). Pursuant to a limited power of attorney, a copy
of which is attached to this letter, we have been authorized by Sutter to demand
that the Partnership and its Managing General Partner permit us to inspect and
copy the register of Investor Limited Partners (the "List") pursuant to Section
10.1 of the Partnership's Limited Partnership Agreement and Delaware law.
Pursuant to the applicable provisions of the Partnership's Limited Partnership
Agreement, the Delaware Revised Uniform Limited Partnership Act and the common
law of the State of Delaware, Sutter demands a copy in writing of the most
recent and current listing of Investor Limited Partners including: (i) their
names in alphabetical order; (ii) their addresses; and (iii) the number of Units
held by each such Investor Limited Partner.
The purpose of this demand is to enable Sutter to communicate with other
Investor Limited Partners concerning the tender offer commenced on or about
November 24, 1999 by Sutter/Jamboree Acquisition Fund, LLC, including furnishing
copies of the offer to Investor Limited Partners.
Sutter will reimburse the Partnership for its reasonable costs incurred in
connection with furnishing the information requested above. If such information
is maintained on a computer or other electronic data storage system and has been
or may be copied to a computer disk, this demand includes a demand for the
information on computer disk together with adequate information relating to how
the data is stored on the disk to enable Sutter to access such information.
<PAGE>
Pursuant to the attached power of attorney, and the power of substitution
contained therein, we hereby appoint Benjamin Richard, an employee of the law
firm of Dangle & Fine, Boston, Massachusetts, as substituted attorney in fact
for Sutter for purposes of delivering this demand by hand and making the
inspection of the List as contemplated by Section 10.1 of the Partnership's
Limited Partnership Agreement.
Sincerely,
Craig B. Smith
Attachment
<PAGE>
Attachment to Exhibit (c)(iii)
POWER OF ATTORNEY
The undersigned, the beneficial and registered owner of units of
limited partnership interest ("Units") in Winthrop California Investors Limited
Partnership, a Delaware limited partnership (the "Partnership"), hereby appoints
and constitutes the firm of Smith, Katzenstein & Furlow LLP, of Wilmington,
Delaware, its partners, and each of them, acting jointly or severally, and with
full power of substitution, as attorney in fact for the undersigned to make one
or more demands on the Partnership pursuant to Section 17-305 of the Delaware
Revised Uniform Limited Partnership Act and the Limited Partnership Agreement of
the Partnership, including but not limited to Section 10.1 thereof, and the
common law of the State of Delaware, to inspect and make copies and extracts
from the Partnership's register listing the names of all Investor Limited
Partners and the number of Units owned by each Investor Limited Partner (the
"List"), and to conduct on behalf of the undersigned any inspection or copying
of the List (1) for the purpose of permitting the undersigned to communicate
with other Investor Limited Partners concerning the tender offer commenced on or
about November 24,1999 by Sutter/Jamboree Acquisition Fund, LLC for Units and
(2) for such additional or other purpose or purposes as may be set forth in any
demand to inspect and copy the List, the inclusion of any such additional or
other purpose in a demand to evidence the due authorization thereof by the
undersigned.
IN WITNESS WHEREOF, the undersigned has duly executed this power of
attorney this 7th day of December, 1999.
SUTTER OPPORTUNITY FUND, LLC
By its Managing Member, Sutter Capital
Management, LLC
By:
------------------------------------
Robert B. Dixon, Managing Member
<PAGE>
Exhibit (c)(v)
(Letterhead of Post & Heymann, LLP)
December 14, 1999
VIA FACSIMILE AND FEDERAL EXPRESS
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Craig B. Smith, Esquire
Smith, Katzenstein & Furlow LLP
800 Delaware Avenue
P.O. Box 410
Wilmington, DE 19899
Re: Winthrop California Investors Limited Partnership
-------------------------------------------------
Dear Mr. Smith:
I have been authorized by Winthrop California Investors Limited
Partnership (the "Partnership") to respond to your letter dated December 7, 1999
to Michael L. Ashner in which you request access to a list of the Investor
Limited Partners of the Partnership on behalf of Sutter Opportunity Fund, LLC
("Sutter").
As you may know, the Partnership has been unable to prepare financial
statements since 1997 as a result of its inability to obtain information on Crow
Winthrop Development Limited Partnership (the "Development Partnership"). The
Development Partnership owns a development parcel containing approximately 90
acres of land in Orange County, California and the Partnership's most
significant asset is a 25% limited partnership interest in the Development
Partnership. As a result, the limited partners of the Partnership have not had
access to current financial information on the Partnership for some time. It is
the Partnership's belief that without access to this information, the limited
partners cannot make an informed decision on whether to transfer units,
including whether to tender their units into the pending tender offer made by an
affiliate of Sutter.
Accordingly, the Partnership has decided to suspend the processing of
all transfers of units other than transfers by operation of law. The transfer
restriction will be lifted at such time as current financial information is
delivered to the limited partners. The limited partners were informed of the
foregoing action in a letter sent to them on December 9, 1999.
The Partnership believes that it will be in a position to issue updated
financial statements within the next few weeks
<PAGE>
and will gladly mail the Sutter affiliate's tender offer materials when such
information has been disseminated to the Partnership's limited partners.
However, the Partnership feels that to permit the distribution of the tender
offer materials now, before the limited partners have access to current
financial information, would not be in the best interests of the Partnership.
Therefore, the Partnership will not provide Sutter with access to the list of
Investor Limited Partners at this time.
Very truly yours,
David J. Heymann
<PAGE>
Exhibit (c)(vi)
(Letterhead of Post & Heymann, LLP)
December 21, 1999
VIA FACSIMILE
- -------------
Mr. Robert Dixon
Sutter Capital Management, LLC
595 Market Street, Suite 2100
San Francisco, California 94105
Dear Mr. Dixon:
In furtherance of my letter dated December 2, 1999 to Paul Derenthal
regarding his November 24, 1999 letter to Winthrop California Investors Limited
Partnership (the "Partnership"), please be advised that the Partnership
anticipates filing its Annual Report on Form 10-K for the year ended December
31, 1998 (the "10-K") later this week. Please note however, that although
certain information has been made available to the Partnership by Crow Winthrop
Development Limited Partnership, the pertinent financial information has not
been completed and, accordingly, the 10-K to be filed will omit the
Partnership's audited financial statements and its Management's Discussion and
Analysis of Financial Condition.
As a result of the pending filing of the 10-K and in response to Mr.
Derenthal's November 24, 1999 letter, please be advised that pursuant to Rule
14d-5(a)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Partnership elects under Rule 14d-5(a)(3) of the Exchange Act to
comply with the requirements of Rule 14d-5(b) of the Exchange Act and mail
Sutter/Jamoboree Acquisition Fund, LLC's tender documents. Accordingly, you
should deliver 1,670 sets of your tender materials, together with a check in the
amount of $4,175.00 to:
Global Financial Press
75 Ninth Avenue
New York, New York 10011
Attn: Mr. Jack Simunek
(212) 414-7300
Furthermore, as you have elected to have the Partnership mail any
amendments to your tender materials, please be advised that any such amendments
should be delivered to Global Financial Press as well for mailing. The cost of
such amendments will depend on the number of pages of the amendment.
Accordingly, at such time as an amendment is to be mailed, we will provide you
with the costs associated with such mailing.
Furthermore, please be advised that the Partnership will not consent to
any transfer of limited partnership interests, other than transfers by operation
of law, until limited partners have received the 1998 audited financial
statements of the Partnership.
<PAGE>
Mr. Robert Dixon
December 21, 1999
Page 2
Please call to coordinate the delivery and mailing of your tender
materials.
Sincerely,
David J. Heymann
DJH/db
Encl.
cc: Paul Derenthal, Esq.
Mr. Peter Braverman
