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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 2)
Annual Report Pursuant to Section 13 or 15(d)
of Securities Exchange Act of 1934
Commission File
For the fiscal year ended December 31, 1998 Number 0-14536
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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Delaware 04-2869812
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(State of organization) (IRS Employer Identification No.)
Five Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 234-3000
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
No market exists for the limited partnership interests of the Registrant, and,
therefore, a market value for such interests cannot be determined.
DOCUMENTS INCORPORATED BY REFERENCE
None
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Winthrop California Investors Limited Partnership's Annual Report on
Form 10-K for the Year ended December 31, 1999 is hereby amended by adding
Exhibit 99.2 thereto which amendment sets the reasons for the Registrant's
independent auditors inability to issue an opinion on the Registrant's financial
statements for the years ended December 31, 1999 and 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf of the undersigned, thereunto duly authorized.
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL ASSOCIATES, A LIMITED PARTNERSHIP,
Managing General Partner
By: /s/Michael L. Ashner
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Michael L. Ashner
Chief Executive Officer
Date: March 7, 2000
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EXHIBIT INDEX
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Exhibit
Number Document
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3,4 Limited Partnership Agreement of Winthrop California Investors Limited Partnership, (1)
dated October 16, 1988, Agreement of Merger, dated October 16, 1985
3,4 Amendment to Limited Partnership Agreement of Winthrop California Investors Limited (2)
Partnership, dated November 15, 1995
10 (a) Form of Amended and Restated Partnership Agreement of Crow Winthrop Operating (3)
Partnership
(b) Form of Limited Partnership Agreement and Certificate of Amendment of Crow Winthrop (3)
Development Limited Partnership
(c) Amended and Restated Agreement of Purchase and Sale, dated October 31, 1984, by and (3)
among Fluor Corporation, as Seller, and Crow Irvine #1, as Buyer
(d) Assignment of Amended and Restated Agreement of Purchase and Sale, dated as of May (3)
24, 1985, by and among Fluor Corporation and Crow Irvine #1, as Assignors, and Crow
Winthrop Operating Partnership and Crow Winthrop Development Limited Partnership, as
Assignees
(e) Management and Leasing Agreement, dated as of May 24, 1985, between Crow Winthrop (3)
Operating Partnership, as Owner and Crow Orange County Management Company, as Manager
(f) First Amendment to Limited Partnership Agreement and Certificate of Amendment of Crow (3)
Winthrop Development Limited Partnership, dated as of July 26, 1985, by and between Crow
Irvine #2, as General Partner, and Winthrop California Investors Limited Partnership, as
Limited Partner
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(g) First Amendment to Amended and Restated Agreement of Purchase and Sale, dated as of (3)
July 26, 1985, by and among Fluor Corporation, as Seller, and Crow Winthrop Operating
Partnership and Crow Winthrop Development Limited Partnership, as Buyer
(h) Contingent Purchase Price Agreement, dated as of July 26, 1985, by and between Fluor (3)
Corporation, as Seller, and Crow Winthrop Development Limited Partnership, as Buyer
(i) Subordinated Short Form Deed of Trust and Assignment of Rents, dated as of July 26, (3)
1985, by and among Crow Winthrop\Development Limited Partnership, as Trustor, Ticor Title
Insurance Company of California, as Trustee, and Fluor Corporation, as Beneficiary
(j) Security Agreement, dated as of July 30, 1985, by and between Crow Winthrop (3)
Development Limited Partnership, as Secured Party, and Winthrop California Investors
Limited Partnership, as Debtor
(k) Assignment of Master Leases, executed as of July 26, 1985, by and between Fluor (3)
Corporation, as Assignor, and Crow Winthrop Operating Partnership, as Assignee, and
Consent, dated as of July 26, 1985, by Crow Winthrop Development Limited Partnership,
covering the following leases between Fluor Corporation, as Landlord, and Fluor
Engineers, Inc., as Tenant
(k)(i) Corporate Tower Lease (3)
(k)(ii) Concourse Lease (3)
(k)(iii) Building Pod Lease (3)
(l) Guaranty of Leases, dated as of July 26, 1985 by and among Fluor Corporation, as (3)
Guarantor, Crow Winthrop Operating Partnership, as Landlord, and Crow Winthrop
Development Limited Partnership, as Developer
(m) Concourse Management Agreement, dated as of July 26, 1985, by and between Fluor (3)
Engineers, Inc., as Manager, and Crow Winthrop Operating Partnership, as Owner
(n) License Agreement dated as of July 26, 1985, by and between Crow Winthrop Development (3)
Limited Partnership, as Licensor, and Fluor Engineers, Inc., as Licensee to Exhibit 10(n)
to the Registration Statement)
(o) Construction, Operation and Reciprocal Easement Agreement, dated as of July 26, 1985, (3)
by and between Crow Winthrop Development Limited Partnership
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(p) Amendment to Management and Leasing Agreement, dated as of July 26, 1985, by and (3)
between Crow Winthrop Operating Partnership, as Owner, and Crow Orange County Management
Company, as Manager
(q) Air Space Lease, dated as of July 26, 1985, by and between Crow Winthrop Operating (3)
Partnership, as Lessor, and Crow Winthrop Development Limited Partnership, as Lessee
(r) Air Space Easement Agreement, dated as of July 26, 1985, by and between Crow Winthrop (3)
Operating Partnership, as Grantor, and Crow Winthrop Development Limited Partnership, as
Grantee
(s) Amended and Restated Development Agreement, dated as of February 28, 1992, by and (1)
among Crow Winthrop Operating Partnership, Crow Winthrop Development Limited Partnership,
Winthrop California Investors Limited Partnership and Crow Irvine #2
(t) Management Agreement, dated as of July 26, 1985, by and among Crow Winthrop Operating (3)
Partnership and Crow Winthrop Development Limited Partnership, as Owners, and Crow Orange
County Management Company, as Manager
(u) Bank Loan Agreement, dated as of September 19, 1986, by and between Winthrop (4)
California Investors Limited Partnership, as Borrower, and Mellon Bank, N.A.
(v) Pledge and Security Agreement, dated as of September 19, 1986, by and between (4)
Winthrop California Investors Limited Partnership, as Debtor, and Mellon Bank, N.A.
(w) Revolving Credit Note, dated September 19, 1986, by Winthrop California Investors (4)
Limited Partnership in favor of Mellon Bank, N.A. (incorporated by reference to
Exhibit 10(w) to
(x) Lease between Crow Winthrop Operating Partnership and Denny's Inc., dated December (5)
30, 1988
(y) Sublease between Crow Winthrop Operating Partnership and AT&T dated December 20, 1988 (5)
(z) Assignment and Assumption of Management Agreement, dated February 28, 1992, by and (1)
between Crow Orange County Management Company, Inc. and Winthrop California Management
Limited Partnership
(aa) Second Amendment to Partnership Agreement, dated February 28, 1992, by and between (1)
Crow Irvine #2 and Winthrop California Investors Limited Partnership
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(bb) Fourth Amendment to Limited Partnership Agreement and Certificate of Amendment, dated (1)
February 28, 1992, by and between Crow Irvine #2 and Winthrop California Investors
Limited Partnership
99.1 Audited Financial Statements of Crow Winthrop Development Limited Partnership for the (6)
years ended December 31, 1998 and 1997
99.2 Letter from Registrant's Independent Auditors with respect to the inability to audit 7
the Registrant's financial statements for the Years ended December 31, 1998 and December
31, 1997
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(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended 1991, filed on August 28, 1992
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
filed November 15, 1995
(3) Incorporated by reference to Registrant's Registration Statement
(4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year 1986, filed on March 31, 1987
(5) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year 1988, filed on March 31, 1989
(6) Incorporated by reference to the Registrant's Current Report on Form 8-K
filed January 10, 2000.
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[LETTERHEAD OF PRICEWATERHOUSE COOPERS LLP]
February 18, 2000
Mr. Tom Staples
Vice President and Controller
Winthrop California Investors
5 Cambridge Center, 9th Floor
Cambridge, MA 02142
Dear Mr. Staples:
Under the terms of our letter of arrangement dated March 25, 1998, we were
engaged by Winthrop California Investors (WCI) to audit the financial statements
of WCI, Crow Winthrop Operating Partnership (CWOP) a 99% owned subsidiary of
WCI, and Crow Winthrop Development LP (CWDLP) a 25% investee of WCI, as of and
for the years ended December 31, 1997 and 1998.
We were unable to complete our audit of CWDLP due to certain scope limitations,
including lack of a management representation letter and lack of attorney
inquiry letters. As we have previously discussed, because WCI's investment in
CWDLP is material to WCI's financial statements (over 80% of its assets), an
audit of CWDLP is necessary in order to complete an audit of WCI.
We understand your partner in CWDLP engaged another accounting firm to audit the
financial statements of CWDLP as of and for the years ended December 31, 1997
and 1998. We have obtained copies of such financial statements, however, we have
requested, but have been unable to obtain, a letter of reliance from such firm
that would allow us to rely upon their work for purposes of opining on the
financial statements of WCI as a whole (see copy of request attached).
Based upon the above, as we are unable to audit a material portion of the
financial position and/or results of operations for WCI, we are unable to
express an opinion on such financial statements. We further note that financial
statements filed with a disclaimer of opinion are deemed to be insufficient
filings with the SEC and accordingly, we have not issued a disclaimer opinion.
Please let me know if you have any questions.
Very truly yours,
/s/ J. Steven Roush
J. Steven Roush
Attachment
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[LETTERHEAD OF PRICEWATERHOUSE COOPERS LLP]
January 20, 2000
Mr. Larry Smetana
Deloitte & Touche
695 Towne Center Drive
Costa Mesa, CA 92626
In connection with your audit of the financial statements of Crow Winthrop
Development Limited Partnership as of December 31, 1998 and 1997 and for the
periods then ended, please confirm to us that you:
o Are independent under the requirements of the American Institute of
Certified Public Accountants (AICPA) and the requirements of the U.S.
Securities and Exchange Commission.
o Are aware that the audited financial statements of Crow Winthrop
Development Limited Partnership will be included in the financial
statements of Winthrop California Investors Limited Partnership, on which
we will report, and that your report thereon will be relied upon and
referred to by us.
o Are familiar with accounting principles generally accepted in the United
States and the generally accepted auditing standards promulgated by the
American Institute of Certified Public Accountants and will conduct your
audit and report in accordance therewith or disclose variations therefrom.
o Have knowledge of the relevant financial reporting requirements for
statements and schedules to be filed with the U.S. Securities and
Exchange Commission.
o Will review matters affecting elimination of intercompany transactions and
accounts and the uniformity of accounting practices among the components of
Winthrop California Investors Limited Partnership and will provide us with
any relevant information relating thereto.
o Will inform us if there are any limitations on the scope of your audit that
limits your ability to provide us with any information that we requested.
This request for information represents a standard practice adopted by
PricewaterhouseCoopers LLP in carrying out our responsibility as principal
auditor and should not be viewed as a reflection on the professional competence
of your firm.
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Please confirm your agreement with the foregoing by signing and dating a copy of
this letter and returning it to us.
Very truly yours,
PricewaterhouseCoopers LLP
The foregoing is confirmed:
By:
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Deloitte & Touche LLP (Date)
