SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 7
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. 7 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, January
25, 2000 and January 31, 2000. All information, terms and conditions of the
Offer to purchase up to 800 Units which are 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) increased the purchase price to $5,000
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, as modified in the Schedule as filed to date; and (ii) has extended
the Expiration Date to February 15, 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 $4,000,000.
Item 11. Material to be Filed as Exhibits.
(a)(15) Letter to Unitholders dated February 2, 2000
(a)(16) Press Release
2
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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: February 2, 2000
SUTTER/JAMBOREE ACQUISITION FUND, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
Robert Dixon, Manager
3
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
(a)(15) Letter to Unitholders dated February 2, 2000
(a)(16) Press Release
Exhibit (a)(15)
<PAGE>
February 2, 2000
TO: UNIT HOLDERS OF WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP (the "Partnership")
SUBJECT: OFFER TO PURCHASE UNITS FOR $5,000 CASH PER UNIT
Dear Unit Holder:
Sutter/Jamboree Acquisition Fund, LLC (the "Purchaser") has extended
the Expiration Date to February 15, 2000, and increased the price it is offering
to purchase your Units to:
$5,000 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 42% higher than the general partner's
estimated value of your Units, which is $3,514.
- 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 $5,000 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)(16)
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PRESS RELEASE
FOR IMMEDIATE RELEASE
Sutter Capital Management, LLC
595 Market Street, Suite 2100,
San Francisco, California 94105
February 2, 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 extended
the expiration date for its tender offer through February 15, 2000, and has
increased its price to $5,000 per Unit.
As of February 1, 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.
