SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 5
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
$10,500,000 $70
* For purposes of calculating the filing fee only. Assumes the purchase of
3,500 Units at a purchase price equal to $3,000 per Unit in cash. The
amount of the fee reflects the total fee of $2,100 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; $280 paid in connection with Amendment No. 3 for the
purchase of 3,500 Units at a price of $2,700 per Unit; and $140 paid in
connection with Amendment No. 4 for the purchase of 3,500 Units at a price
of $2,900 per Unit. The bidder's price has been increased as set forth
herein.
<PAGE>
This Amendment No. 5 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 and January 21, 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 $3,000 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.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The total of funds required for consummation of the Offer
is increased to $10,500,000.
Item 11. Material to be Filed as Exhibits.
(a)(12) Letter to Unitholders dated January 25, 2000
2
<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 25, 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)(12) Letter to Unitholders dated January 25, 2000
Exhibit (a)(12)
<PAGE>
January 25, 2000
TO:UNIT HOLDERS OF WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP (the "Partnership")
SUBJECT:OFFER TO PURCHASE ANY AND ALL UNITS FOR $3,000 CASH
Dear Unit Holder:
Sutter/Jamboree Acquisition Fund, LLC (the "Purchaser") has increased
the price it is offering to purchase your Units to:
$3,000 per Unit
Please keep in mind the following issues:
- Our offer equals the highest available 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 $3,000 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 you
have already tendered your Units to Quadrangle Associates II, LLC, but wish to
accept our increased offer, 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.
