SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 6
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)
<PAGE>
This Amendment No. 6 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, January 6, 2000, January 14, 2000, January 21, 2000 and January 25,
2000. 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 as
previously filed.
Item 1. Security and Subject Company.
(b) The Purchaser has (i) reduced the maximum number of Units
subject to the Offer to 800 Units; (ii) increased the purchase price to $4,000
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 dated November 24,
1999 and the Supplement thereto dated January 6, 2000 filed as part of this
Schedule; and (iii) has extended the Expiration Date to February 14, 2000.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The total of funds required for consummation of the Offer
is reduced to $3,200,000.
Item 11. Material to be Filed as Exhibits.
(a)(13) Letter to Unitholders dated January 31, 2000
(a)(14) Press Release
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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 31, 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)(13) Letter to Unitholders dated January 31, 2000
(a)(14) Press Release
Exhibit (a)(13)
<PAGE>
January 31, 2000
TO: UNIT HOLDERS OF WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP (the "Partnership")
SUBJECT: OFFER TO PURCHASE UNITS FOR $4,000 CASH PER UNIT
Dear Unit Holder:
Sutter/Jamboree Acquisition Fund, LLC (the "Purchaser") has reduced the
number of Units it is seeking to purchase to 800, extended the Expiration Date
to February 14, 2000, and increased the price it is offering to purchase your
Units to:
$4,000 per Unit
Please keep in mind the following issues:
- Our offer is the highest available offer, and exceeds your general
partner's affiliate's offer by $900.
- Our offer is approximately 14% higher than the general partner's
estimated value of your Units, which is $3,514.
- Our offer is for 800 units, or 23% of outstanding units. To date, we have
received 5 units validly tendered, and believe the general partner has
received approximately 120 units validly tendered.
- If you already tendered to Sutter/Jamboree Acquisition Fund, LLC and have
not withdrawn your tender, you will automatically receive the benefit of
the increased $4,000 Offer. NO FURTHER ACTION IS NECESSARY.
- In the event that you receive any future offers, including offers from
Quadrangle Associates II, LLC, please contact us at (800) 854-7835
before signing any documentation, in order to learn the most current
status of the offers.
If you choose to tender your Units, please complete the Letter of
Transmittal (the blue form) previously sent to you, 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 more
than 800 Units are tendered, the Purchaser will accept and pay for Units pro
rata, disregarding fractions, according to the number of Units tendered by each
tendering Unit holder during the term of the Offer. If you have already tendered
your Units to Quadrangle Associates II, LLC, but wish to receive our higher
price, you may complete the Notice of Withdrawal. A complete description of the
offer, including risks, terms and conditions are set forth in the Offer to
Purchase and Supplement as amended hereby. 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
Email: [email protected]
If you have any questions or need any documents faxed or mailed to you,
please call the Purchaser at (800) 854- 7835.
Exhibit (a)(14)
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PRESS RELEASE
FOR IMMEDIATE RELEASE
Sutter Capital Management, LLC
595 Market Street, Suite 2100,
San Francisco, California 94105
January 31, 2000
Re: Offer for units of limited partnership interest ("Units") in Winthrop
California Investors Limited Partnership, a Delaware limited
partnership (the "Partnership")
Sutter/Jamboree Acquisition Fund, LLC ( the "Purchaser") has reduced the
number of Units it is offering to purchase to 800 Units, extended the expiration
date for its tender offer through February 14, 2000, and has increased its price
to $4,000 per Unit.
As of January 31, 2000, 5 Units had been tendered to the Purchaser by
security holders and not withdrawn.
For further information, contact Robert E. Dixon at the above address.
