<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2000
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-14536 04-2869812
------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Five Cambridge Center, 9th Floor, Cambridge, MA 02142
----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 234-3000
Former name or former address, if changed since last report: Not applicable.
<PAGE>
Item 5 Other Events.
As previously reported, due to the ongoing disputes WCI has had
with the general partner of the Crow Winthrop Development Limited Partnership
(the "Development Partnership"), the Registrant determined that in order to
protect and maximize the value of its investment in the Development Partnership,
it should exercise its rights under the buy/sell provisions of the partnership
agreement of the Development Partnership.
In this regard, the Registrant submitted to the general partner of
the Development Partnership ("Crow"), an offer to purchase Crow's interest
pursuant to the buy/sell provisions of the partnership agreement in order to
bring to an end the ongoing litigation between the Registrant and Crow. Crow
contested the Registrant's ability to trigger the buy/sell provisions of the
partnership agreement and Crow commenced legal action for declaratory judgment,
claiming that the buy/sell provision no longer exists and, if it does exist, was
not effective in this instance.
A trial was held in the Superior Court of Orange County (the
"Court") in late August in which Court ruled that the buy/sell provision could
not presently be exercised. The Registrant believes the judge's ruling is flawed
and intends to appeal. Consequently, the Registrant will continue to incur
significant legal expenses both as to the appeal and as to the other matters
pending before the Court. Neither the timing nor the outcome of this or the
other matters can be predicted.
In addition, the pending cases that were previously in litigation
were stayed, pending outcome of this trial. The Registrant will seek to have the
stay lifted so that it can continue to pursue those claims, including the
previous sale of the 32 acres of land in the Development Partnership and the
proceeds of which the Registrant believes it is entitled.
Pursuant to the consent Solicitation Statement dated July 18,
2000, the Registrant received the requisite majority-in-interest approval from
limited partners to initiate the potential sale of Crow Winthrop Operating
Partnership's 10% membership interest in Jamboree, LLC, which in turn owns the
office facility in Irvine, California. The Registrant is continuing its
discussions with potential purchaser.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
By: Winthrop Financial Associates,
A Limited Partnership, as
Managing General Partner
By: /s/ Michael L. Ashner
---------------------------
Michael L. Ashner
Chief Executive Officer
DATED: November 6, 2000
3
