WINTHROP CALIFORNIA INVESTORS LTD PARTNERSHIP
SC 14D1/A, 2000-01-26
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                 SCHEDULE 14D-1
               TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)

                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 5)

                      ------------------------------------

                WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP

                            (Name of Subject Company)

                          QUADRANGLE ASSOCIATES II LLC

                                WIN MANAGER CORP.
                                -----------------
                                    (Bidders)

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                      NONE
                      (Cusip Number of Class of Securities)

                      ------------------------------------
                                Michael L. Ashner
                             Chief Executive Officer

                                WIN Manager Corp.
                        100 Jericho Quadrangle, Suite 214

                             Jericho, New York 11753
                                 (516) 822-0022

            (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications on Behalf of Bidders)

                                    Copy to:
                                 Mark I. Fisher

                              Rosenman & Colin LLP
                               575 Madison Avenue

                            New York, New York 10032

                      ------------------------------------

                            CALCULATION OF FILING FEE

================================================================================

Transaction Valuation*:  $4,290,400         Amount of Filing Fee: $858.08

================================================================================

* For purposes of calculating the fee only. This amount assumes the purchase of
1,384 units of limited partnership interest ("Units") of the subject partnership
for $3,100 per Unit. The amount of the filing fee, calculated in accordance with
Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered by
the bidders.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.

Amount Previously Paid:             $830.40
Form or Registration No.:           Amendment Nos. 1, 3 and 4 to 14D-1
Filing Party:                       Quadrangle Associates II LLC
Date Filed:                         January 7, January 18 and January 21, 2000


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CUSIP No. NONE                        14D-1                              Page 2

- -----------------------------------------------------------------------------

1.       Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons

                          Quadrangle Associates II LLC

                                  ------------

- -----------------------------------------------------------------------------

2.       Check the Appropriate Box if a Member of a Group

         (a)      [ ]

         (b)      [X]

- -----------------------------------------------------------------------------

3.       SEC Use Only

- -----------------------------------------------------------------------------

4        Sources of Funds

                                       WC

- -----------------------------------------------------------------------------

5.       Check if Disclosure of Legal Proceedings is Required Pursuant
         to Items 2(e) or 2(f)                                            [ ]

- -----------------------------------------------------------------------------

6.       Citizenship or Place of Organization

                                    Delaware

- -----------------------------------------------------------------------------

7.       Aggregate Amount Beneficially Owned by Each Reporting Person

                                      None

- -----------------------------------------------------------------------------

8.       Check if the Aggregate Amount in Row 7 Excludes Certain Shares    [ ]

- -----------------------------------------------------------------------------

9.       Percent of Class Represented by Amount in Row 7

                                        0

- -----------------------------------------------------------------------------

10.      Type of Reporting Person

                                       OO

- -----------------------------------------------------------------------------



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CUSIP No. NONE                        14D-1                            Page 3

- -----------------------------------------------------------------------------

1.       Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons

                                WIN MANAGER CORP.

                                    ---------

- -----------------------------------------------------------------------------

2.       Check the Appropriate Box if a Member of a Group

         (a)      [ ]

         (b)      [X]

- -----------------------------------------------------------------------------

3.       SEC Use Only

- -----------------------------------------------------------------------------

4        Sources of Funds

                                       N/A

- -----------------------------------------------------------------------------

5.       Check if Disclosure of Legal Proceedings is Required Pursuant
         to Items 2(e) or 2(f)                                               [ ]

- -----------------------------------------------------------------------------

6.       Citizenship or Place of Organization

                                    Delaware

- -----------------------------------------------------------------------------

7.       Aggregate Amount Beneficially Owned by Each Reporting Person

                                      None

- -----------------------------------------------------------------------------

8.       Check if the Aggregate Amount in Row 7 Excludes Certain Shares      [ ]

- -----------------------------------------------------------------------------

9.       Percent of Class Represented by Amount in Row 7

                                        0

- -----------------------------------------------------------------------------

10.      Type of Reporting Person

                                       CO

- -----------------------------------------------------------------------------



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                                 SCHEDULE 14D-1

         This Amendment No. 5 amends the Tender Offer Statement on Schedule
14D-1 (the "Statement") filed with the Securities and Exchange Commission (the
"Commission") on January 3, 2000 as amended by Amendment No. 1 filed with the
Commission on January 7, 2000, Amendment No. 2 filed with the Commission on
January 13, 2000, Amendment No. 3 filed with the Commission on January 18,
2000,and Amendment No. 4 filed with the Commission on January 21, 2000 by
Quadrangle Associates II LLC, a Delaware limited liability company (the
"Purchaser"), relating to the tender offer by the Purchaser to purchase up to
1,384 outstanding units of limited partnership interest ("Units") of Winthrop
California Investors Limited Partnership(the "Partnership"), at a purchase price
of $3,000 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated January 3, 2000 (the "Offer
to Purchase") and the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer").

ITEM 1.  SECURITY AND SUBJECT COMPANY.

                  Item 1(b) is hereby amended by the following:

                  The Purchase Price for the Units has been increased to $3,100
          per Unit, net to the seller in cash, without interest, less any
          distributions paid after the date of the Offer and prior to the
          expiration date of the Offer.

ITEM 4.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

                  Item 4(a) is hereby amended by the following:

                  The total amount of funds necessary to purchase the maximum
          number of Units sought pursuant to the Offer has been increased to
          $4,290,400.

ITEM 10. ADDITIONAL INFORMATION.

                  Item 10(f) is hereby amended to add the following:

                  The information set forth in the letter to Limited Partners
          attached hereto as Exhibit (a)(8) and the press release attached
          hereto as Exhibit (a)(9) is incorporated by reference herein.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

                  Item 11 is hereby amended by adding the following, which is
attached as Exhibit:

                                       4

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         (a)(8)            Letter, dated January 26, 2000, from the Purchaser
                           to the Limited Partners of the Partnership.

         (a)(9)            Press Release dated January 26, 2000.


                                       5


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                                    SIGNATURE

         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 26, 2000

                                   QUADRANGLE ASSOCIATES II L.L.C.

                                   By:      WIN Manager Corp.

                                            By:  Peter Braverman
                                                ------------------------------
                                                 Peter Braverman
                                                 Vice President

                                   WIN MANAGER CORP.

                                   By:  Peter Braverman
                                       ---------------------------------------
                                        Peter Braverman
                                        Vice President


                                       6


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                                  EXHIBIT INDEX

Exhibit           Description

(a)(8)   Letter, dated January 26, 2000, from the
         Purchaser to the Limited Partners of the Partnership.

(a)(9)   Press Release dated January 26, 2000.



                                       7

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                                                                  Exhibit (a)(8)

                                     $3,100

                           PRICE INCREASE TO PURCHASE

                                    UNITS OF

                WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP

                                       BY

                          QUADRANGLE ASSOCIATES II LLC

         HIGHEST OFFER TO DATE! Quadrangle Associates II LLC has increased its
offer to purchase Units in Winthrop California Investors Limited Partnership to
$3,100 per Unit. This price is $100 more than the Sutter/Jamboree Acquisition
Fund, LLC offer and is the highest available offer for your Units. We have also
extended the expiration date of our offer until 12:00 midnight, New York City
time, on February 8, 2000.

         o        The increased Offer is being made on the same terms and
                  conditions as the original Offer. YOU WILL NOT BE OBLIGATED TO
                  PAY ANY COMMISSIONS OR TRANSFER FEES.

         o        If you already tendered to Quadrangle Associates II LLC and
                  have not withdrawn your tender you will automatically receive
                  the benefit of the increased $3,100 Offer. NO FURTHER ACTION
                  IS NECESSARY.

         o        In the event that you receive any future offers, including
                  offers from Sutter/Jamboree, please contact us at (888)
                  448-5554 before signing any documentation, as Quadrangle
                  Associates II LLC may have again increased its Offer.

         If you elect to tender your Units, mail or facsimile a duly completed
and executed copy of the green Letter of Transmittal, a copy of which was
enclosed in our previous mailings to you, and any documents required by the
Letter of Transmittal to us using the enclosed pre-addressed, postage-paid
envelope at:

                  Attention:       Special Projects Department
                                   5 Cambridge Center
                                   9th Floor
                                   Cambridge, Massachusetts  04142
                                   Facsimile No. (617) 234-3310

                                   For information call 1-888-448-5554

January 26, 2000                                   Quadrangle Associates II LLC


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                                                                  Exhibit (a)(9)

January 26, 2000
New York, New York

FOR IMMEDIATE RELEASE
- ---------------------

         Quadrangle Associates II LLC has extended the expiration date of its
offer to purchase units of limited partnership interest in Winthrop California
Investors Limited Partnership until 12:00 Midnight, New York City time, on
February 8, 2000. Approximately 120 Units had been validly tendered pursuant to
the offer as of the close of business on January 25, 2000.

         For additional information, please contact us at (888) 448-5554.



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