SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 4
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)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
$10,150,000 $140
* For purposes of calculating the filing fee only. Assumes the
purchase of 3,500 Units at a purchase price equal to $2,900 per
Unit in cash. The amount of the fee reflects the total fee of
$2,030 less the sum of $300 paid in connection with the initial
filing of this Schedule for the purchase of 1,000 Units at a price
of $1,500 per Unit, $1,310 paid in connection with Amendment No. 2
for the purchase of 3,500 Units at a price of $2,300 per Unit; and
$280 paid in connection with Amendment No. 3 for the purchase of
3,500 Units at a price of $2,700 per Unit. The bidder's price has
been increased as set forth herein.
<PAGE>
This Amendment No. 4 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, and January 14, 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 previously filed.
Item 1. Security and Subject Company.
(b) The Purchaser has increased the purchase price to $2,900 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
has extended the Expiration Date to February 10, 2000.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The total of funds required for consummation of the Offer
is increased to $10,150,000.
Item 11. Material to be Filed as Exhibits.
(a)(10) Letter to Unitholders dated January 21, 2000
(a)(11) Press Release
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<PAGE>
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 21, 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)(10) Letter to Unitholders dated January 21, 2000
(a)(11) Press Release
Exhibit (a)(10)
<PAGE>
January 21, 2000
TO:UNIT HOLDERS OF WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP (the "Partnership")
SUBJECT:OFFER TO PURCHASE ANY AND ALL UNITS FOR $2,900 CASH
Dear Unit Holder:
Sutter/Jamboree Acquisition Fund, LLC (the "Purchaser") has
extended the expiration date of its Offer to February 10, 2000, and has
increased the price it is offering to purchase your Units to:
$2,900 per Unit
Please keep in mind the following issues:
- Our offer is the highest available offer, and represents a $100
premium over any other offer.
- Our offer is for 100% of outstanding units, and is designed to reduce your
risk of pro-ration which could leave you with ownership of a fractional
unit.
- 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 $2,900 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 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. The
Purchaser intends to purchase 100% of Units accepted through this tender unless
the general partner imposes a restriction on transfers. A complete description
of the offer, including risks, terms and conditions are set forth in the Offer
to Purchase and Supplement. 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)(11)
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PRESS RELEASE
FOR IMMEDIATE RELEASE
Sutter Capital Management, LLC
595 Market Street, Suite 2100,
San Francisco, California 94105
January 21, 2000
Offer for units of limited partnership interest ("Units") in Winthrop California
Investors Limited Partnership, a Delaware limited partnership (the
"Partnership"), extended through February 10, 2000
Sutter/Jamboree Acquisition Fund, LLC ( the "Purchaser") has extended
the expiration date for its tender offer to purchase up to 3,500 Units of the
Partnership through February 10, 2000, and has increased its price to $2,900 per
Unit.
As of January 21, 2000, no Units had been tendered to the bidders by
security holders and not withdrawn.
For further information, contact Robert E. Dixon at the above address.
