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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
(Name of Subject Company)
QUADRANGLE ASSOCIATES II LLC
WIN MANAGER CORP.
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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Michael L. Ashner
Chief Executive Officer
WIN Manager Corp.
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753
(516) 822-0022
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
Copy to:
Mark I. Fisher
Rosenman & Colin LLP
575 Madison Avenue
New York, New York 10032
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CALCULATION OF FILING FEE
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Transaction Valuation*: $3,875,200 Amount of Filing Fee: $775.04
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* For purposes of calculating the fee only. This amount assumes the purchase of
1,384 units of limited partnership interest ("Units") of the subject partnership
for $2,800 per Unit. The amount of the filing fee, calculated in accordance with
Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the aggregate of the cash offered by
the bidders.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount Previously Paid: $692
Form or Registration No.: Amendment No. 1 to 14D-1
Filing Party: Quadrangle Associates II LLC
Date Filed: January 7, 2000
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CUSIP No. NONE 14D-1 Page 2
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1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
Quadrangle Associates II LLC
------------
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4 Sources of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
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6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
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9. Percent of Class Represented by Amount in Row 7
0
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10. Type of Reporting Person
OO
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CUSIP No. NONE 14D-1 Page 3
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1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons
WIN MANAGER CORP.
---------
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4 Sources of Funds
N/A
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5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
None
- --------------------------------------------------------------------------------
8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row 7
0
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10. Type of Reporting Person
CO
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SCHEDULE 14D-1
This Amendment No. 3 amends the Tender Offer Statement on Schedule
14D-1 (the "Statement") filed with the Securities and Exchange Commission (the
"Commission") on January 3, 2000 as amended by Amendment No. 1 filed with the
Commission on January 7, 2000 and Amendment No. 2 filed with the Commission on
January 13, 2000, by Quadrangle Associates II LLC, a Delaware limited liability
company (the "Purchaser"), relating to the tender offer by the Purchaser to
purchase up to 1,384 outstanding units of limited partnership interest ("Units")
of Winthrop California Investors Limited Partnership(the "Partnership"), at a
purchase price of $2,500 per Unit, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated January 3,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (which,
together with any supplements or amendments, collectively constitute the
"Offer").
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended by the following:
The Purchase Price for the Units has been increased to $2,800
per Unit, net to the seller in cash, without interest, less any
distributions paid after the date of the Offer and prior to the
expiration date of the Offer.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby amended by the following:
The total amount of funds necessary to purchase the maximum
number of Units sought pursuant to the Offer has been increased to
$3,875,200.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to add the following:
The information set forth in the letter to Limited Partners
attached hereto as Exhibit (a)(5) is incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following, which is
attached as Exhibit:
(a)(5) Letter, dated January 18, 2000, from the Purchaser to the
Limited Partners of the Partnership.
4
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SIGNATURE
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 18, 2000
QUADRANGLE ASSOCIATES II L.L.C.
By: WIN Manager Corp.
By: Peter Braverman
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Peter Braverman
Vice President
WIN MANAGER CORP.
By: Peter Braverman
---------------------------------
Peter Braverman
Vice President
5
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EXHIBIT INDEX
Exhibit Description
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(a)(5) Letter, dated January 18, 2000, from the
Purchaser to the Limited Partners of the Partnership.
6
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Exhibit (a)(5)
$2,800
PRICE INCREASE TO PURCHASE
UNITS OF
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
BY
QUADRANGLE ASSOCIATES II LLC
HIGHEST OFFER TO DATE! Quadrangle Associates II LLC has increased its
offer to purchase Units in Winthrop California Investors Limited Partnership to
$2,800 per Unit. This price is $100 more than the Sutter/Jamboree Acquisition
Fund, LLC offer and is the highest available offer for your Units.
o The increased Offer is being made on the same terms and
conditions as the original Offer. YOU WILL NOT BE OBLIGATED TO
PAY ANY COMMISSIONS OR TRANSFER FEES.
o If you already tendered to Quadrangle Associates II LLC and
have not withdrawn your tender you will automatically receive
the benefit of the increased $2,800 Offer. NO FURTHER ACTION
IS NECESSARY.
o In the event that you receive any future offers, including
offers from Sutter/Jamboree, please contact us at (888)
448-5554 before signing any documentation, as Quadrangle
Associates II LLC may have again increased its Offer.
If you elect to tender your Units, mail or facsimile a duly completed
and executed copy of the green Letter of Transmittal, a copy of which is
enclosed, and any documents required by the Letter of Transmittal to us using
the enclosed pre-addressed, postage-paid envelope at:
Attention: Special Projects Department
5 Cambridge Center
9th Floor
Cambridge, Massachusetts 04142
Facsimile No. (617) 234-3310
For information call 1-888-448-5554
January 18, 2000 Quadrangle Associates II LLC
