SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|X| Preliminary proxy statement |_|Confidential, For Use of the
Commission Only (as permitted by
|_| Definitive proxy statement Rule 14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Windsor Park Properties 4, a California limited partnership
(Name of Registrant as Specified in Its Charter)
Windsor Park Properties 4, a California limited partnership
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
|X| No Fee Required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
______________
1 Set forth the amount on which the filing fee is calculated and stated how it
was determined.
<PAGE>
CONSENT SOLICITATION STATEMENT
Windsor Park Properties 4,
A California Limited Partnership
6430 South Quebec Street
Englewood, Colorado 80111
In accordance with the Agreement of Limited Partnership (the
"Partnership Agreement") of Windsor Park Properties 4, a California limited
partnership (the "Partnership"), the term of the Partnership expired on December
31, 1997, and accordingly, the general partners of the Partnership (the "General
Partners") are obligated to liquidate and dissolve the Partnership.
The purpose of this Consent Solicitation is to obtain the consent of
the holders (the "Limited Partners") of units of limited partner interest in the
Partnership (the "Units") to the plan of liquidation adopted by the General
Partners (the "Plan of Liquidation"), pursuant to which the Partnership will
sell its single remaining wholly owned property and its six partial ownership
interests in other properties (together, the "Properties") to N' Tandem Trust, a
California business trust ("N' Tandem"), whose advisory company is the managing
general partner of the Partnership (the "Managing General Partner"). Upon
completion of the Plan of Liquidation, final liquidating distributions
(estimated to be an average of approximately $44.18 per Unit) will be made to
the partners in accordance with the terms of the Partnership Agreement.
The proposed transaction is subject to certain risk factors described
herein, including the following:
The General Partners have engaged in limited marketing efforts with respect
to the sales of the Properties;
The potential conflicts of interest of the Managing General Partner;
The Limited Partners will lose the opportunity to benefit
from potential increases in the value of the Properties;
No fairness opinion has been sought with respect to the sale of the
Properties; and
The sale of the Partnership's Properties and liquidation of
the Partnership will have a tax impact on Limited Partners,
producing ordinary income attributable to accelerated
depreciation recapture of approximately $14.76 per Unit.
The close of business on December 2, 1998 has been fixed as the record
date for determining Limited Partners entitled to give written consent to the
sales and the Plan of Liquidation. In order to be valid, a consent must be
received prior to January 31, 1999.
LIMITED PARTNERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED
CONSENT FORM AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES, TO BE RECEIVED NO LATER THAN JANUARY 31,
1999.
This Consent Solicitation Statement is dated December ___, 1998.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS CONSENT SOLICITATION STATEMENT, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS CONSENT SOLICITATION STATEMENT
DOES NOT CONSTITUTE THE SOLICITATION OF A CONSENT IN ANY JURISDICTION TO OR FROM
ANY PERSON TO OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH CONSENT SOLICITATION IN
SUCH JURISDICTION.
NEITHER THE PLAN OF LIQUIDATION NOR THIS CONSENT SOLICITATION STATEMENT
HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE
PLAN OF LIQUIDATION OR THE ACCURACY OR ADEQUACY OF THIS CONSENT SOLICITATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE PARTNERSHIP OR THE GENERAL PARTNERS.
AVAILABLE INFORMATION
The Partnership is subject to certain informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission at 7 World Trade Center, New York, New York
10048, and Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a site on the Internet at http://www.sec.gov that contains reports,
proxy and other information statements and other information regarding
registrants that file electronically with the Commission.
Statements contained herein concerning the provisions of documents are
summaries of such documents, and each statement is qualified in its entirety by
reference to the copy of the applicable document if attached as an appendix
hereto.
This Consent Solicitation Statement
was first mailed to Limited
Partners on December __, 1998.
2
<PAGE>
TABLE OF CONTENTS
SUMMARY 1
Purpose of the Consent Solicitation.....................1
Background of the Proposed Transaction..................1
Valuation of Properties.................................2
Appraisals..............................................3
Recommendation of the General Partners..................3
Alternatives Considered.................................4
Summary Risk Factors....................................4
Certain Federal Income Tax Considerations...............5
Consent Procedures; Transactions Authorized by Consents.6
Record Date; Required Consents..........................6
No Appraisal or Dissenters' Rights......................6
Historical Distributions................................7
SUMMARY HISTORICAL FINANCIAL DATA.......................8
CERTAIN RISK FACTORS AND OTHER CONSIDERATIONS...........9
The General Partners Have Engaged in Limited Marketing
Efforts with Respect to the Properties..................9
Conflicts of Interest...................................9
Loss of Opportunity to Benefit from Future Events.......9
No Fairness Opinion Sought with Respect to the Sales....9
Tax Consequences.......................................10
DESCRIPTION OF THE PROPOSED TRANSACTION................10
Purpose of the Consent Solicitation....................10
Background of the Proposed Transaction.................10
The Purchase and Sale Agreement........................11
Solicitation Expenses..................................12
Estimate of Liquidating Distributions Payable to
Limited Partners ......................................12
Recommendation of the General Partners.................13
Alternatives Considered................................14
Nature of Ownership Interests in Properties............15
APPRAISALS.............................................16
Summary of Methodology of Appraisals...................16
Description of Properties, Appraised Values and
Ownership Interests ...................................18
FEDERAL INCOME TAX CONSIDERATIONS......................19
Overview.............................................. 19
Taxation on the Sales..................................20
Liquidation of the Partnership.........................20
Income Tax Rates/Taxation of Gains and Losses..........21
CONSENT PROCEDURES; TRANSACTIONS AUTHORIZED BY
CONSENTS...............................................21
Solicitation of Consents...............................22
Record Date; Required Vote.............................23
No Appraisal or Dissenters' Rights.....................23
Consequences If Consents Are Not Obtained..............23
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........24
i
<PAGE>
SUMMARY
The following summarizes certain information contained elsewhere in
this Consent Solicitation Statement. While the purpose of this Summary is to
discuss and disclose the material aspects of the Sales and the Plan of
Liquidation, this Summary is not intended to be complete, and is qualified in
its entirety by reference to the more detailed information contained elsewhere
herein.
Purpose of the Consent Solicitation
In accordance with the Agreement of Limited Partnership (the
"Partnership Agreement") of Windsor Park Properties 4, a California limited
partnership (the "Partnership"), the term of the Partnership expired on December
31, 1997, and accordingly, the General Partners are obligated to take actions to
liquidate and dissolve the Partnership. The purpose of this Consent Solicitation
is to obtain the consent of the holders (the "Limited Partners") of units of
limited partner interest in the Partnership (the "Units") to the plan of
liquidation adopted by the General Partners (the "Plan of Liquidation"),
pursuant to which the Partnership will sell (the "Sales") to N' Tandem Trust, a
California business trust ("N' Tandem"), its six partial ownership interests
("Ownership Interests") in properties and its single remaining wholly owned
property (such property, together with the Ownership Interests are sometimes
hereinafter referred to as the "Properties"). The managing general partner of
the Partnership (the "Managing General Partner") is the advisor to N' Tandem,
and is wholly owned by Chateau Communities, Inc. ("Chateau"), a real estate
investment trust which owns approximately 9.8% of the outstanding capital stock
of N' Tandem. The terms of the Sales are set forth in a Purchase and Sale
Agreement between N' Tandem and the Partnership (the "Purchase and Sale
Agreement"), as more particularly described herein. Upon completion of the Plan
of Liquidation, final liquidating distributions will be made (estimated to
average approximately $44.18 per Unit) to the partners in accordance with the
terms of the Partnership Agreement.
Background of the Proposed Transaction
In the third quarter of 1997, the General Partners began to develop a
plan to liquidate the Partnership. As a first step in this process, the General
Partners ordered appraisals (the "Appraisals") for the Properties. The General
Partners received the Appraisals in December 1997, which reported on the
appraised values of the Properties as of December 1997 (the "Appraised Values").
After reviewing the Appraisals, the General Partners established the
basic outline for a plan of liquidation for the Partnership. This plan had two
basic aspects. The first part involved efforts to sell one of the Partnership's
wholly owned Properties, and its largest Ownership Interest, to third parties.
In this regard, the General Partners marketed the Sunrise Village Property and
the Harmony Ranch Property (in which the Partnership has a 75% Ownership
Interest) for sale to third parties. These efforts resulted in the sale of the
Sunrise Village Property in May 1998, but not in any other completed
transactions.
The second part of the plan involved the sale of the remaining
Ownership Interests and any other assets not sold to third parties to N' Tandem,
which already owned separate partial interests in two of the Properties. The
General Partners decided not to attempt to market the remaining Partnership's
Ownership Interests for sales to parties other than N' Tandem based, in part, on
their belief that very limited demand for these Ownership Interests exists and
that any prospective buyers for these interests would not be willing to pay the
Partnership the full value of the Ownership Interests based on the value of the
underlying Properties due to several factors, including that control over the
underlying Properties is vested in the Managing General Partner. See
1
<PAGE>
"Description of the Proposed Transaction-Nature of Ownership Interests." The
General Partners also believed that N' Tandem would not view these control
issues in the same negative light as a prospective buyer who is unfamiliar with
the Properties and the Managing General Partner and that N' Tandem would be
willing to purchase the Ownership Interests without a minority interest
discount. However, the General Partners could not engage in serious discussions
or negotiations with N' Tandem until N' Tandem adopted certain changes to its
organizational documents which permitted N' Tandem to purchase additional
properties. After N' Tandem adopted these changes in the third quarter of 1998,
the General Partners and representatives of N' Tandem negotiated the purchase
prices (the "Purchase Prices") and the other terms of the Sales for the
remaining Property and the Ownership Interests. Representatives of N' Tandem
agreed to pay the full Appraised Value for the remaining Property and an amount
for each Ownership Interest equal to the full value of the Ownership Interest
based on the Appraised Values.
It is currently anticipated that the Sales will occur as soon as
practicable following the approval by Limited Partners of the Sales and the Plan
of Liquidation. If sufficient consents to proceed with the Sales are not
obtained, the General Partners intend to explore, consider and pursue such
alternatives as may be available to the Partnership.
Valuation of Properties
The following table sets forth a list of the Partnership's wholly owned
Property and the Ownership Interests and their respective values (based on the
Appraised Values), the debt attributable to the Ownership Interests held by the
Partnership, and the value of the Property or Ownership Interest after deducting
attributable debt:
[CAPTION]
<TABLE>
Name of Property Ownership % Date Acquired Value of Property or Debt Attributable Net Value of
Ownership Interest to Property or Property or
Before Indebtedness Ownership Ownership
Based on Appraised Value Interest Interest
<S> <C> <C> <C> <C> <C> <C>
Sunset Vista 100% April 1987 $ 3,800,000 0 $ 3,800,000
Magna, UT
Big Country Estates 60% December 1986 $ 1,620,000 0 $ 1,620,000
Cheyenne, WY
Harmony Ranch 75% December 1986 $ 1,762,500 $ 900,000 $ 862,500
Thonotosassa, FL
Rancho Margate 33% September 1995 $ 2,112,000 $ 1,202,000 $ 910,000
Margate, FL
Winter Haven 33% October 1995 $ 1,221,000 $ 528,330 $ 692,670
Winter Haven, FL
Apache East 25% February 1997 $ 495,000 $ 276,123 $ 218,877
Phoenix, AZ
Denali Park 25% February 1997 $ 861,250 $ 480,378 $ 380,872
------------ ---------- ----------
Phoenix, AZ
Total $ 11,871,750 $3,386,831 $ 8,484,919
</TABLE>
N' Tandem has agreed to pay cash for the Property and Ownership
Interests.
2
<PAGE>
Appraisals
In November and December 1997, the Partnership ordered Appraisals with
respect to each of the Properties. Each of the appraisers (the "Appraisers") is
MAI certified and was selected based upon such Appraiser's expertise and/or
experience within the geographic area that each Property was located, as well as
such Appraiser's familiarity with valuing real estate underlying manufactured
home communities. A further description of the Appraisals, including a summary
of the methodology used in determining Appraised Values, is set forth under the
caption "Appraisals."
Recommendation of the General Partners
The General Partners believe that the Sales and the Plan of Liquidation
are (i) consistent with the Original Objectives of the Partnership (as hereafter
defined), (ii) contemplated by the terms of the Partnership Agreement, (iii)
consistent with the desires and current investment objectives of a majority of
the holders of the Units, and (iv) superior to any alternative courses of action
that the General Partners believe are available to the Partnership. Accordingly,
the General Partners believe that the terms of the Sales are fair to, and in the
best interests of, the Limited Partners and have approved the Sales and the Plan
of Liquidation and recommend their approval by the Limited Partners. In reaching
this determination the General Partners considered among other things, the
following factors:
In each instance, N' Tandem is paying the full Appraised Value for the
Properties, without a discount for the fact that the Partnership owns
only a minority Ownership Interest in the majority of the Properties;
N' Tandem is willing to buy all of the Partnership's Properties at
their full Appraised Value;
Due to N' Tandem's Advisor's familiarity with the Properties, N'
Tandem is willing to purchase the Properties "as-is," and without
representations or warranties from the Partnership;
As a result, the General Partners will be able to make full
liquidating distributions (without any holdback for future
contingencies) promptly upon the approval of the Sales and the Plan of
Liquidation by the Limited Partners;
The Sales do not involve any brokerage commissions payable by the
Partnership; and
The other expenses likely to be incurred by the Partnership in
connection with the Sales are expected to be substantially lower than
if the Properties were sold to a third party who is unfamiliar with the
Properties and the Managing General Partner.
The General Partners also believe that the Sales are procedurally fair
to the Limited Partners, based in part on the following factors:
The Properties have been independently appraised by MAI certified
appraisers, and the fact that N' Tandem is paying the full value of the
Properties based on the Appraised Values;
The Sales are subject to the approval of Limited Partners holding not
less than a majority of the issued and outstanding Units; and
The Sales have been structured to provide the Partnership and Limited
Partners with benefits that are not likely to be available in a sale to
a different party.
3
<PAGE>
In reaching their determination that the Sales are fair to, and in the
best interests of, the Limited Partners, the General Partners also considered
potentially negative aspects of the proposed transaction, including the various
factors and information set forth under "Risk Factors" and elsewhere in this
Consent Solicitation Statement, including the following:
The Partnership has engaged in limited marketing efforts with respect
to the Properties;
The Managing General Partner of the Partnership is the advisor to N'
Tandem. Chateau, which is the sole stockholder of the Managing General
Partner, owns approximately 9.8% of the outstanding capital stock of N'
Tandem. As a result, the Managing General Partner may be subject to
conflicts of interest with respect to the Sales;
It is possible that the future performance of the Properties will
improve or that prospective buyers may be willing to pay more for the
Properties in the future;
The General Partners have not in connection with the Sales sought to
obtain an opinion relating to the fairness, to the Limited Partners, of
the Sales; and
The Sales will have a tax impact on Limited Partners, producing
ordinary income attributable to accelerated depreciation recapture of
approximately $14.76 per Unit;
The foregoing discussion of the positive, negative and other
information and factors considered by the General Partners is not intended to be
exhaustive. The General Partners did not assign relative weights to the above
factors or determine that any factor was of particular importance. A
determination of various weightings would, in the view of the General Partners,
be impractical. Rather the General Partners viewed their position and
recommendations as being based on the totality of the information presented to,
and considered by, them.
Alternatives Considered
Under the Partnership Agreement, the term of the Partnership is through
December 31, 1997. Pursuant to the Partnership Agreement, the General Partners
were required to proceed with a winding up and liquidation of the Partnership,
and to take such actions as are required to cause the partners of the
Partnership to receive liquidating distributions. Accordingly, the General
Partners are not in a position to, and did not consider, any alternatives other
than to proceed with selling the Properties. While the General Partners did
consider the possibility of selling the Properties to parties other than N'
Tandem, the General Partners ultimately concluded that such alternative
transactions would not be likely to result in the distribution of greater
liquidating proceeds to the Limited Partners.
Summary Risk Factors
The General Partners Have Engaged in Limited Marketing Efforts with
Respect to the Properties. The General Partners have engaged in only limited
marketing efforts with respect to the Properties. Additionally, the General
Partners do not intend to take significant actions to market or sell the
remaining Properties pending the results of this Consent Solicitation.
Conflicts of Interest. The Sales, and the recommendations of the
General Partners set forth herein, could be deemed to involve certain conflicts
of interest between the Managing General Partners, and Limited Partners in that
the Managing General Partner of the Partnership is the Advisor to N' Tandem
4
<PAGE>
pursuant to an advisory agreement with N' Tandem. Under the advisory agreement,
the Managing General Partner is entitled to (i) annual advisory fees based on
the value of N' Tandem's assets, (ii) brokerage commissions in connection with
acquisitions of properties and other assets, and (iii) a subordinated incentive
fee payable on liquidation of N' Tandem based on N' Tandem's performance. In
connection with the Sales, pursuant to the advisory agreement, the Managing
General Partner will receive a brokerage commission from N' Tandem equal to 3%
of the Purchase Price for each Property or Ownership Interest, or $356,153. The
Managing General Partner's sole stockholder is Chateau, which also owns
approximately 9.8% of the outstanding capital stock of N' Tandem.
Loss of Opportunity to Benefit from Future Events. It is possible that
the future performance of the Properties will improve or that prospective buyers
may be willing to pay more for the remaining Properties in the future. It is
possible that Limited Partners might earn a higher return on their investment if
the Partnership retained ownership of the Properties. By approving the Sales,
Limited Partners will also be foregoing certain current benefits of ownership of
the Properties, such as continuing distributions.
No Fairness Opinion Sought with Respect to the Sales. The General
Partners have not in connection with the Sales sought to obtain an opinion
relating to the fairness, to the Limited Partners, of the Sales. The Partnership
Agreement does not require any such fairness opinion to be obtained and the
General Partners concluded that because all of the Purchase Prices for the
Partnership's Properties are based on Appraised Values, no such opinion is
warranted. Had such a fairness opinion been obtained, the Purchase Prices, or
other terms of the Sales, might have been different, and possibly more favorable
to the Partnership and the Limited Partners.
Tax Consequences. The Sales will have a tax impact on Limited Partners,
producing ordinary income attributable to accelerated depreciation recapture of
approximately $14.76 per Unit.
Certain Federal Income Tax Considerations
The following is a brief summary of certain United States federal
income tax consequences to Limited Partners arising from the Sales and
liquidation of the Partnership:
Tax Consequences of the Sales. The Sales should result in the
recognition of gain by the Partnership and, therefore, should result in
recognition of gain by the Limited Partners. The amount of gain recognized by
the Partnership with respect to each of the Properties and Ownership Interests
will equal the difference between (i) the Partnership's amount realized (i.e.,
the amount of cash received increased by the amount of liabilities of the
Partnership assumed or taken subject to by the purchaser) and (ii) the
Partnership's adjusted tax basis in each of the Properties and Ownership
Interests. The aggregate gain expected to be recognized by the Partnership on
the Sales is approximately $2,965,573.
Allocation of Gain. The $2,965,573 gain recognized by the Partnership
in the year of Sales will be allocated among the partners in accordance with the
terms of the Partnership Agreement. These provisions will result in an
allocation of approximately $2,935,917 of taxable gain on the Sales to Limited
Partners (or an average of $15.03 per Unit). The gain per Unit resulting from
the Sales is primarily caused by the fact that the Partnership generated tax
losses in prior years that were allocated to Limited Partners.
Tax Consequences of Liquidation. Upon liquidation of the Partnership, a
Limited Partner will recognize gain or loss equal to the difference between the
cash received by such Limited Partner (including the Limited Partner's share of
partnership liabilities under Section 752 of the Code (as hereafter defined),
assumed by the purchaser, and the adjusted tax basis of the Limited Partner's
5
<PAGE>
Units, adjusted by such Limited Partner's allocable share of income, gain or
loss arising from normal Partnership operations for the year of liquidation and
the sale of the Properties and Ownership Interests in the year of liquidation.
See "-- Taxation on Sales -- Allocation of Gain" above. It is expected that a
Limited Partner will recognize an average loss of approximately $10.80 per Unit
on liquidation of the Partnership.
Consent Procedures; Transactions Authorized by Consents
The consents being solicited hereby will authorize the General
Partners: (i) to complete the Sales at any time on or prior to September 30,
1999, and to proceed with the Plan of Liquidation; and (ii) to take all actions
necessary or appropriate, as determined by the General Partners, to complete the
Sales and to proceed with the Plan of Liquidation, including, without
limitation, agreeing to any changes to the Purchase and Sale Agreement, provided
that any such change does not, in the reasonable judgment of the General
Partners, have a material adverse effect on the Limited Partners, or is
otherwise in the best interests of the Limited Partners.
Consents are being solicited from the Limited Partners in accordance
with the requirements of the Partnership Agreement.
Record Date; Required Consents
The close of business on December 2, 1998 has been fixed as the record
date (the "Record Date") for determining Limited Partners entitled to consent to
the Sales and the Plan of Liquidation. As of the Record Date, there were 195,366
Units outstanding held of record by a total of 2,424 Limited Partners. Pursuant
to the Partnership Agreement, the Sales and the Plan of Liquidation require the
consents of Limited Partners holding at least a majority of the outstanding
Units. Each Unit entitles the holder thereof to cast one vote with respect to
the approval of the Sales and the Plan of Liquidation. As of the Record Date,
the General Partners and their affiliates own approximately 1,000 Units (or
approximately 0.5% of total outstanding Units) and have indicated that they
intend to consent to the Sales and the Plan of Liquidation with respect to all
such Units.
No Appraisal or Dissenters' Rights
If Limited Partners owning the requisite number of Units in the
Partnership consent to the Sales and Plan of Liquidation, all Limited Partners
of the Partnership will be bound by such consent, including Limited Partners who
have not returned their consents or who have denied consent. None of the
Partnership Agreement, California law or the proposed terms and conditions of
the Sales or the Plan of Liquidation provide objecting Limited Partners with the
right to exercise any dissenters', appraisal or similar rights.
6
<PAGE>
Historical Distributions
Set forth below is certain information relating to distributions made by the
Partnership since January 1, 1993:
<TABLE>
<CAPTION>
Year Total Aggregate Total Aggregate to Limited Per Unit to
To all Partners Partners Limited Partners
<S> <C> <C> <C> <C>
1998* $440,500 $ 435,700 $2.23
1997 $452,500 $ 448,000 $2.28
1996 $452,500 $ 448,000 $2.26
1995 $339,400 $ 336,000 $1.68
1994 $813,100 $ 805,000 $4.00
1993 $5,516,300 $5,461,200 $27.17
----------
* Through September 30, 1998.
(1) The portion of such distribution representing a return of capital to Limited
Partners is as follows: 1998 (0%); 1997 (0%); 1996 (0%), 1995 (0%); 1994
(50%); and 1993 (87%).
</TABLE>
The Partnership is not in arrears with respect to any dividends or
distributions, and the Partnership has made all distributions required to be
made by it under the Partnership Agreement.
7
<PAGE>
SUMMARY HISTORICAL FINANCIAL DATA
The following summary historical financial data, insofar as it relates
to each of the years ended December 31, 1993 through 1997, has been derived from
the annual financial statements of the Partnership, including the balance sheet
at December 31, 1997 and the related statements of income for the two years
ended December 31, 1996 and 1997 and notes thereto as included in the
Partnership's annual report on Form 10-KSB for December 31, 1997. The data for
the nine months ended September 30, 1998 has been derived from unaudited
financial statements as included in the Partnership's quarterly report on Form
10-QSB/A for the quarter ended September 30, 1998, which, in the opinion of
management, include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the unaudited
interim periods. The results set forth for the nine-month periods ended
September 30, 1998 and 1997 are not necessarily indicative of results to be
expected for a full year.
<TABLE>
<CAPTION>
For the Nine Months For the Year Ended December 31,
Ended September 30,
1998 1997 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues $903,700 $1,008,400 $1,359,500 $1,349,800 $1,241,600 $1,139,100 $1,500,300
Net income (loss)(1) $183,200 $26,000 $38,900 $144,400 $(991,200) $(567,400) $325,100
Earnings (loss) per share $0.93 $.13 $.20 $.72 $(4.89) $(2.79) $1.60
Balance Sheet Data:
Total Assets $5,372,000 $7,428,500 $7,390,800 $7,815,900 $7,826,800 $7,760,500 $9,544,700
Long tem debt -- $1,775,000 $1,775,000 $1,775,000 $1,400,000 - -
Other Data:
Distributions per $2.23 $2.27 $2.28 $2.26 $1.68 $4.00 $27.17
limited(1)
partnership unit
- - ---------------
(1) The Partnership sold its interests in three investment properties, incurring a gain of $1,104,000.
</TABLE>
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CERTAIN RISK FACTORS AND OTHER CONSIDERATIONS
The Sales involve certain risks, conflicts of interest and other
considerations, which are discussed below. Limited Partners are urged to
consider such factors and considerations and to consult with their independent
legal, financial and tax advisors before consenting to the Sales and the Plan of
Liquidation.
The General Partners Have Engaged in Limited Marketing Efforts with Respect to
the Properties
The General Partners have engaged in only limited marketing efforts
with respect to the Properties. Additionally, the General Partners do not intend
to take significant actions to market or sell the Properties pending the results
of this Consent Solicitation. While aggressively marketing the Properties to
third parties could conceivably result in a higher purchase price being paid for
the Properties, the General Partners do not believe that doing so is likely to
result in superior transaction for the Limited Partners, especially given the
brokerage commissions and other increased selling expenses that would be
incurred by the Partnership.
Conflicts of Interest
The Sales and the Plan of Liquidation, and the recommendation of the
General Partners set forth herein, could be deemed to involve certain conflicts
of interest between the Managing General Partner and Limited Partners in that
the Managing General Partner of the Partnership is the Advisor to N' Tandem
pursuant to an Advisory Agreement dated April 9, 1992 (the "Advisory
Agreement"). Under the Advisory Agreement, the Managing General Partner is
entitled to the following fees: (i) annual subordinated advisory fees of up to
1% of invested assets, and .05% of uninvested assets of N' Tandem, (ii)
brokerage commissions in connection with the acquisition of properties by N'
Tandem equal to the lesser of one-half of the brokerage commission paid, or 3%
of the sales price, and (iii) a subordinated incentive fee on the disposition of
N' Tandem's assets equal to 15% of cash remaining from sales or financing of N'
Tandem assets after holders of shares of beneficial interest of N' Tandem have
received specified preferred returns. In connection with the Sales, pursuant to
the Advisory Agreement, the Managing General Partner will receive a brokerage
commission from N' Tandem equal to 3% of the Purchase Price for each Property or
Ownership Interest, or $356,153.
Ownership by Parent of the Managing General Partner of Minority
Interest in N' Tandem. Chateau, the sole stockholder of the Managing General
Partner, currently owns approximately 9.8% of the outstanding capital stock of
N' Tandem. Chateau and N' Tandem anticipate that in the first or second quarter
of 1999, Chateau may acquire additional equity interests in N' Tandem that could
cause it to own up to a 45% equity interest in N' Tandem.
Loss of Opportunity to Benefit from Future Events
It is possible that the future performance of the Properties will
improve or that prospective buyers may be willing to pay more for the remaining
Properties in the future. It is possible that Limited Partners might earn a
higher return on their investment if the Partnership retained ownership of the
Properties. By approving the Sales and the Plan of Liquidation, Limited Partners
will also be foregoing certain current benefits of ownership of the Properties,
such as continuing distributions.
No Fairness Opinion Sought with Respect to the Sales
The General Partners have not in connection with the Sales sought to
obtain an opinion relating to the fairness, to the Limited Partners, of the
Sales. The Partnership Agreement does not require any such fairness opinion to
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<PAGE>
be obtained and the General Partners concluded that because all of the Purchase
Prices for the Partnership's Properties are based on Appraised Values, no such
opinion is warranted. Had such a fairness opinion been obtained, the Purchase
Prices, or other terms of the Sales, might have been different, and possibly
more favorable to the Partnership and the Limited Partners.
Tax Consequences
The Sales will have a tax impact on Limited Partners. For a discussion
of the tax impact of the Sales, and the Partnership's assumptions and the bases
therefor, see "Federal Income Tax Consequences." THE SPECIFIC TAX IMPACT OF THE
SALES ON LIMITED PARTNERS SHOULD BE DETERMINED BY LIMITED PARTNERS IN
CONSULTATION WITH THEIR OWN TAX ADVISORS.
DESCRIPTION OF THE PROPOSED TRANSACTION
Purpose of the Consent Solicitation
In accordance with the Partnership Agreement, the term of the
Partnership expired on December 31, 1997, and accordingly, the General Partners
are obligated to take actions to sell the Partnership's assets and to liquidate
the Partnership.
The purpose of this Consent Solicitation is to obtain the consent of
the Limited Partners to a Plan of Liquidation whereby the Partnership will sell
all of its Properties and Ownership Interests to N' Tandem pursuant to the
Purchase and Sale Agreement. Following the consummation of the Sales, the
Partnership would be liquidated and dissolved, and liquidating distributions
will be made to the partners in accordance with the terms of the Partnership
Agreement.
Background of the Proposed Transaction
The Partnership was formed in June 1986 pursuant to the provisions of
the California Uniform Limited Partnership Act. The Partnership was organized as
a finite-life entity to acquire and hold existing manufactured home communities
for investment for a limited time period. Its principal investment objectives
were to provide to its Limited Partners: (i) distributions of cash from
operations, (ii) preservation, protection and eventual return of the Limited
Partners' investment, and (iii) realization of appreciation in the value of the
properties acquired (the "Original Objectives"). It was originally anticipated
that the Partnership would be liquidated and dissolved at year end 1997. In
September of 1997, all of the outstanding capital stock of the Managing General
Partner was purchased by Chateau.
Immediately following this transaction, the General Partners, in the
third quarter of 1997, began to develop a plan to liquidate the Partnership. As
a first step in this process, the General Partners ordered Appraisals for the
two Properties which were wholly owned by the Partnership and for the six
communities in which the Partnership holds a partial Ownership Interest. The
General Partners received the Appraisals in December 1997, which reported on the
Appraised Values of the Properties as of December 1997.
After reviewing the Appraisals, the General Partners established the
basic outline for a plan of liquidation for the Partnership. This plan had two
basic aspects. The first part involved efforts to sell the Sunrise Village
Property and Harmony Ranch Property (in which the Partnership owns a 75%
Ownership Interest) to third parties. In this regard, the General Partners
attempted to market the Sunrise Village and the Harmony Ranch Property for sale
to third parties. The General Partners entered into a purchase and sale
agreement relating to the Sunrise Village Property and closed on the sale of the
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Sunrise Village Property in May, 1998. In July, 1998, the Partnership entered
into a letter of intent providing for the sale of the Harmony Ranch Property to
a third party for $2,350,000, of which $1,762,500 would be attributable to the
Partnership's 75% Ownership Interest. Subsequently, a portion of the Harmony
Ranch Property became flooded as a result of a period of unusually high rainfall
in central Florida. Although most of the damage to the Harmony Ranch Property
was covered by insurance, as a result of the flooding problems, the purchaser
failed to close on the sale. The General Partners subsequently remarketed the
Harmony Ranch Property without success, as all subsequent offers were
substantially below the original contract price.
The second part of the plan involved the sale of the remaining
Ownership Interests, and any other assets not sold to third parties, to N'
Tandem, which already owned separate partial interests in two of the Properties.
The General Partners decided not to attempt to market the remaining
Partnership's Ownership Interests for sales to parties other than N' Tandem
based, in part, on their belief that very limited demand for these Ownership
Interests exists and that any prospective buyers for these interests would not
be willing to pay the Partnership the full value of the Ownership Interest,
based on the value of the underlying Properties, due to several factors,
including that control over the underlying Properties is vested in the Managing
General Partner.
The General Partners also believed that N' Tandem would not view these
control issues in the same negative light as a prospective buyer who is
unfamiliar with the Properties and the Managing General Partner and that N'
Tandem would be willing to purchase the Ownership Interests without a minority
interest discount. However, the General Partners could not engage in serious
discussions or negotiations with N' Tandem until N' Tandem adopted certain
changes to its organizational documents which permitted N' Tandem to purchase
additional properties. After N' Tandem adopted these changes in the third
quarter of 1998, the General Partners and representatives of N' Tandem
negotiated the Purchase Prices and the other terms of the Sales. Representatives
of N' Tandem agreed to pay the full Appraised Value for the Partnership's
remaining wholly owned Property and an amount for each Ownership Interest equal
to the full value of the Ownership Interest based on the Appraised Values.
The Purchase and Sale Agreement
General. The Purchase and Sale Agreement does not contain any seller
representations and warranties. As a result, following the closing, N' Tandem
will have no recourse against the Partnership in connection with the condition
of, or other matters affecting, the Properties.
Purchase Prices. The following table sets forth a list of the
Partnership's wholly owned Property and the Ownership Interests and their
respective values (based on the Appraised Values), the debt attributable to the
Ownership Interests held by the Partnership, and the value of the Property or
Ownership Interest after deducting attributable debt:
<TABLE>
<CAPTION>
Name of Property Ownership % Date Acquired Value of Property or Debt Attributable Net Value of
Ownership Interest to Property or Property or
Before Indebtedness Ownership Ownership
Based on Appraised Value Interest Interest
<S> <C> <C> <C> <C> <C> <C>
Sunset Vista 100% April 1987 $ 3,800,000 0 $ 3,800,000
Magna, UT
Big Country Estates 60% December 1986 $ 1,620,000 0 $ 1,620,000
Cheyenne, WY
Harmony Ranch 75% December 1986 $ 1,762,500 $ 900,000 $ 862,500
Thonotosassa, FL
Rancho Margate 33% September 1995 $ 2,112,000 $ 1,202,000 $ 910,000
Margate, FL
Winter Haven 33% October 1995 $ 1,221,000 $ 528,330 $ 692,670
Winter Haven, FL
Apache East 25% February 1997 $ 495,000 $ 276,123 $ 218,877
Phoenix, AZ
Denali Park 25% February 1997 $ 861,250 $ 480,378 $ 380,872
------------ ---------- ----------
Phoenix, AZ
Total $ 11,871,750 $ 3,386,831 $ 8,484,919
</TABLE>
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<PAGE>
N' Tandem has agreed to pay cash for the Property and Ownership
Interests.
Sales Expenses. The Partnership will pay certain closing costs
customarily paid by sellers in the respective jurisdictions in which the
Properties are located, including the seller's portion of title insurance and
escrow fees. The aggregate amount of such costs is expected to be approximately
$142,000. There are no brokerage fees payable by the Partnership in connection
with the Sales.
Solicitation Expenses
The Partnership will bear the costs incurred in connection with this
Consent Solicitation. The aggregate amount of such costs is expected to be
approximately $125,000, which the Partnership expects to pay out of the proceeds
from the Sales.
Estimate of Liquidating Distributions Payable to Limited Partners
The following table sets forth the basis of the General Partners'
estimate of the liquidating distributions payable to Limited Partners. The table
assumes the Sales occurred as of September 30, 1998. The actual liquidating
distributions will vary from the amount shown below depending upon the operating
results of the Properties, the level of distributions, if any, to partners,
capital expenditures for the Properties for the period October 1, 1998 through
the closing date, and the amount of closing adjustments.
Aggregate Purchase Price for Properties and
Ownership Interests $ 11,871,750.00
Less: Outstanding mortgage indebtedness(1) $ (3,386,831.00)
Current liabilities
Estimated Transactional expenses
payable by the Partnership(2) $ (267,000.00)
Plus: Cash, cash equivalents and
other current assets $ 500,000.00
Cash available for distribution $ 8,717,919.00
Allocable to Limited Partners(3) $ 8,630,740.00
Allocable to the General Partners $ 87,179.00
Estimated Cash available for distribution per Unit(3)$ 44.18
(1) Based on amounts outstanding, including accrued interest, as of September
30, 1998, on debt attributable to THE Ownership Interests.
(2) See "-- The Purchase and Sale Agreement -- Expenses" and "--Solicitation
Expenses." (3) Based on 195,366 Units outstanding as of the Record Date.
Since the organization of the Partnership, total distributions to
Limited Partners have amounted to approximately $14,366,800.00 (or an average of
approximately $73.54 per Unit). If the Sales are completed and the liquidating
distributions estimated above are paid to Limited Partners, total distributions
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<PAGE>
to Limited Partners will amount to approximately $22,997,627.00 (or an average
of approximately $117.72 per Unit), compared to an initial purchase price for
each Unit of $100.00.
As the Partnership is not making any representations and warranties
under the Purchase and Sale Agreement, the General Partners do not intend to
reserve any funds out of the cash available for liquidating distributions to
fund contingent liabilities arising out of potential claims or litigation which
might arise after the Sales are consummated, and the full amount of the net
proceeds from the Sales will be distributed to the Partners as soon as
practicable following the closing.
Recommendation of the General Partners
The General Partners believe that the Sales and the Plan of Liquidation
are (i) consistent with the Original Objectives of the Partnership, (ii)
contemplated by the terms of the Partnership Agreement, (iii) consistent with
the desires and current investment objectives of a majority of the holders of
the Units, and (iv) superior to any alternative courses of action that the
General Partners believe are available to the Partnership. Accordingly, the
General Partners believe that the terms of the Sales are fair to, and in the
best interests of, the Limited Partners and have approved the Sales and the Plan
of Liquidation and recommend their approval by the Limited Partners. In reaching
this determination the General Partners considered among other things, the
following factors:
In each instance, N' Tandem is paying the full Appraised Value for the
Properties, without a discount for the fact that the Partnership owns
only a minority Ownership Interest in the majority of the Properties;
N' Tandem is willing to buy all of the Partnership's Properties at
their full Appraised Value, something the General Partners believe most
third parties would be unwilling to do;
Due to N' Tandem's Advisor's familiarity with the Properties, it is
willing to purchase the Properties "as-is," and without representations
and warranties from the Partnership;
Because N' Tandem is buying the Properties in a single transaction,
and is buying such Properties without representations and warranties
from the Partnership, the General Partners will be able to wind up the
Partnership, and make full liquidating distributions (without any
holdback for future contingencies) promptly upon the approval of the
Sales and the Plan of Liquidation by the Limited Partners;
The Sales do not involve any brokerage commissions payable by the
Partnership; and
The other expenses likely to be incurred by the Partnership in
connection with the Sales are expected to be substantially lower than
if the Properties were sold to a third party.
The General Partners also believe that the Sales are procedurally fair
to the Limited Partners, based in part on the following factors:
The Properties have been independently appraised by MAI certified
appraisers, and the fact that N' Tandem is paying the full value of the
Properties based on the Appraised Values;
The Sales are subject to the approval of Limited Partners holding not
less than a majority of the issued and outstanding Units; and
The Sales have been structured to provide the Partnership and Limited
Partners with benefits that are not likely to be available in a sale to
a different party.
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<PAGE>
In reaching their determination that the Sales are fair to, and in the
best interests of, the Limited Partners, the General Partners also considered
potentially negative aspects of the Sales, including the various factors and
information set forth under "Risk Factors" and elsewhere in this Consent
Solicitation Statement, including the following:
The Partnership has engaged in limited marketing efforts with respect
to the Properties and the Partnership does not intend to take
significant actions to market or sell the Properties pending the
results of this Consent Solicitation;
The Managing General Partner of the Partnership is the Advisor to N'
Tandem pursuant to the Advisory Agreement. Under the Advisory
Agreement, the Managing General Partner is entitled to (i) annual
advisory fees based on the value of N' Tandem's assets, (ii) brokerage
commissions in connection with acquisitions of properties, and (iii) a
subordinated incentive fee payable on a liquidation of N' Tandem based
on N' Tandem's performance. In connection with the Sales the Managing
General Partner will receive a brokerage commission from N' Tandem
equal to 3% of the Purchase Price for each Property or Ownership
Interest, or $356,153. Chateau, which is the sole stockholder of the
Managing General Partner, owns approximately 9.8% of the outstanding
capital stock of N' Tandem;
It is possible that the future performance of the Properties will
improve or that prospective buyers may be willing to pay more for the
Properties in the future. It is possible that Limited Partners might
earn a higher return on their investment if the Partnership retained
ownership of the Properties. By approving the Sales, Limited Partners
will also be foregoing certain current benefits of ownership of the
Properties, such as continuing distributions;
The General Partners have not in connection with the Sales sought to
obtain an opinion relating to the fairness, to the Limited Partners, of
the Sales;
The Sales will have a tax impact on Limited Partners, producing
ordinary income attributable to accelerated depreciation recapture of
approximately $14.76 per Unit.
The foregoing discussion of the positive, negative and other
information and factors considered by the General Partners is not intended to be
exhaustive. The General Partners did not assign relative weights to the above
factors or determine that any factor was of particular importance. A
determination of various weightings would, in the view of the General Partners,
be impractical. Rather the General Partners viewed their position and
recommendations as being based on the totality of the information presented to,
and considered by, them.
Alternatives Considered
Under the Partnership Agreement, the term of the Partnership is through
December 31, 1997. Pursuant to the Partnership Agreement, the General Partners
required to proceed with a winding up and liquidation of the Partnership, and to
take such actions as are required to cause the partners of the Partnership to
receive liquidating distributions. Accordingly, the General Partners are not in
a position to, and did not consider, any alternatives other than to proceed with
selling the Properties.
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<PAGE>
While the General Partners did consider the possibility of selling the
Properties to parties other than N' Tandem, the General Partners ultimately
concluded that such alternative transactions would not be likely to result in
the distribution of greater proceeds to the Limited Partners.
Nature of Ownership Interests in Properties
Properties Owned by Limited Partnerships in which the Partnership is a
Limited Partner. Each of the Rancho Margate, Winter Haven, Apache East and
Denali Park Estates Properties is owned by a limited partnership (the "Limited
Partnerships") and each of the Ownership Interests of the Partnership in such
Properties is in the form of a limited partner interest in such Limited
Partnerships. Under the agreements of limited partnership of the Limited
Partnerships, virtually all management, business and other decisions relating to
the properties owned by such Limited Partnerships are within the control and
discretion of the Managing General Partner, and the limited partners have no
control over the management of, and decisions with respect to the properties
owned by such Limited Partnership, including, without limitation, any
disposition of any such property.
Although the limited partners in each Limited Partnership (including
the Partnership) can legally sell their limited partner interests in any Limited
Partnership, the transferee of any such limited partner interest will be
entitled to the full benefits relating to the limited partner interest only if
the Managing General Partner, as general partner of such limited Partnership, in
its sole discretion, determines to admit such transferee as a limited partner of
such Limited Partnership. If the Managing General Partner fails to do so, the
transferee generally will be entitled only to the economic benefits relating to
the limited partner interest, but would not be entitled to certain other rights
(such as voting rights) conferred upon such limited partners under the
partnership agreement of such Limited Partnership and by law.
The Rancho Margate and Winter Haven Properties are owned by Windsor
Park 456 ("Windsor Park 456"), a California limited partnership. The Partnership
is a 33% limited partner in Windsor Park 456. The Managing General Partner, in
addition to being the sole general partner of the Windsor Park 456 is also the
sole general partner of Windsor Park Properties 5, a California limited
partnership ("Windsor 5"), and Windsor Park Properties 6, a California limited
partnership ("Windsor 6"), which partnerships own the remaining 67% limited
partner interests in Windsor Park 456.
The Apache East and Denali Park Estates Properties are owned by Windsor
Park 345 ("Windsor Park 345"), a California limited partnership. The Partnership
is a 25% limited partner in Windsor Park 345. The Managing General Partner is
the sole general partner of Windsor Park 345, and of Windsor Park Properties 3,
a California limited partnership ("Windsor 3"), Windsor 5, Windsor 6 and Windsor
Park Properties 7, a California limited partnership ("Windsor 7"), and is the
Advisor to N' Tandem, which together own the remainder of the limited partner
interests in Windsor Park 345. N' Tandem has an 11% limited partner interest in
Windsor Park 345.
Properties Owned Pursuant to Joint Venture Agreements. The Partnership
owns (i) a 60% undivided interest in Big Country Estates as a tenant in common
with Windsor 3, which owns a 40% undivided interest in the Property; (ii) a 75%
undivided interest in Harmony Ranch, as a tenant in common with Windsor 3, which
owns the remaining 25%. Each of the Partnership's Ownership Interests in the Big
Country Estates and Harmony Ranch Properties are subject to joint venture
agreements relating to such Properties between the Partnership and Windsor 3.
Pursuant to the Purchase and Sale Agreement, the Partnership will assign its
rights under the respective joint venture agreements to N' Tandem at the
closing.
Difficulty of Selling Ownership Interests to Third Party Buyers. Given
the limited rights and control that holders of Ownership Interests have with
15
<PAGE>
respect to the Properties owned by the Limited Partnerships, or pursuant to
joint venture agreements, the General Partners believe that finding third party
buyers willing to pay full value for the Ownership Interests based on the
Appraised Values would be extremely difficult, and believes that efforts to sell
such Ownership Interests to third parties are likely to result in purchase
prices below the Purchase Prices, and substantially higher selling expenses and
would result in substantially lower liquidating distributions to the Limited
Partners.
APPRAISALS
Each of the appraisers (the "Appraisers") is MAI certified and was
selected based upon such Appraiser's expertise and/or experience within the
geographic area that each Property was located, as well as such Appraiser's
familiarity with valuing real estate underlying manufactured home communities.
Each of the Appraisals set forth the Appraised Values of the Properties as of
December 1997, except for Harmony Ranch Property which was reappraised as in
December 1998, in light of the flooding problems that occurred at such Property.
A brief description of the Appraisals, including the appraised values
of the Properties ("Appraised Values") is set forth below. The Appraisals are
based on conditions as of their respective dates. Subsequent developments could
have a material effect on the valuations stated therein.
Summary of Methodology of Appraisals
The Appraisers typically considered two approaches to value: (i) the
income capitalization approach, and (ii) the sales comparison approach. The
income capitalization approach involves an economic analysis of the property
based on its potential to provide future net annual income. The sales comparison
approach involves a comparative analysis of the subject property with other
similar properties that have sold recently or that are currently offered for
sale in the market. The final Appraised Value for each Property was based upon
an appropriate weighted average of the values resulting from these two
approaches, as determined by the Appraiser of such Property.
Valuation Methodology -- Income Capitalization Approach. The income
capitalization approach to value is an approach through which an appraiser
derives a value indication for income-producing property by converting
anticipated benefits, i.e., cash flows and reversion, into property value. The
present value of future benefits or cash flows from a rental income of a
property can be measured. This income stream and anticipated resale value of a
property or reversion, are then capitalized into a present, lump sum value. Two
basic formulas are used in this approach - income divided by rate equals value,
or income times a factor equals value.
For each of the Properties, income stream is in the form of net
operating income produced through the collection of rents, deducting the
appropriate vacancy and credit loss, adding other income if any, then deducting
expenses. The net operating income is then capitalized by an overall rate
obtained from the market, indicating a value.
The income capitalization approach valuations for each Property have
been based in part upon information supplied to the Appraisers by the
Partnership, including but not limited to: rent rolls, building reports; lease
information; financial schedules of current lease rates, income, expenses, cash
flow and related financial information; property descriptive information; prior
appraisals; and, where appropriate, proposed sales terms, sales agreements and
supporting documentation. The Appraisers relied upon such information and
assumed that the information provided by the Partnership was accurate and
complete and generally did not attempt to independently verify such information.
16
<PAGE>
The Appraisers also interviewed and relied upon the Partnership's
management personnel to obtain information relating to the condition of each
Property, including any deferred maintenance, capital budgets, environmental
conditions, status of on-going or newly planned Property additions,
reconfiguration, improvements, and other factors affecting the physical
condition of the Property improvements. The Appraisers also interviewed the
Partnership's management personnel regarding competitive conditions in property
markets, trends affecting the Properties, certain lease and financing factors,
and historical and anticipated lease revenues and expenses and reviewed
historical operating statements for the Properties.
Based on the lease and market rent analysis, rental revenue projections
were developed for each Property based on the terms of existing leases and on an
analysis of market rents and historical rents achieved at each of the
Properties. Expenses were analyzed based upon a review of actual expenses for
1996 and 1997. The Appraisers also reviewed 1998 budgeted expenses for the
Properties and published data on expenses for comparable properties.
In its income approach analysis, the Appraisers utilized a discounted
cash flow analysis. The discount rate employed was based on current acquisition
criteria and target rates of return among real property investors.
Valuation Methodology -- Sales Comparison Approach. The Appraisers also
estimated the value of each Property based on the sales comparison approach. In
the sales comparison approach, market value is estimated by comparing the
subject property to similar properties that have been sold recently or for which
offers to purchase have been made. A major premise of the sales comparison
approach is that the market value of a property is directly related to the
prices of comparable, competitive properties.
There are five basic steps in the sales comparison approach: (i)
research the market to locate sales of properties similar to the subject
property; (ii) confirm and verify the sales price, terms of sale, physical
characteristics, income characteristics and that the sale represents an
arms-length transaction; (iii) identify relevant elements of comparison and
analyze each sale for each unit; (iv) compare the subject property to the
comparable sales and adjust each for relevant differences to establish
comparability; and (v) reconcile the various indications of value into a market
value estimate for the subject property.
In conducting the Property valuations, the Appraisers also performed
site inspections of the Properties. In the course of each Property site visit,
information on the local market was gathered. Information gathered during the
site inspection was supplemented by a review of published information concerning
economic, demographic and real estate trends in the subject property's market.
Assumptions, Limitations and Qualifications of Appraisals. The
Appraisers utilized certain assumptions to determine the appraised value of
the Properties.
Events occurring after appraisal dates, and before the closing of the
Sales could affect the Properties or assumptions used in preparing the
Appraisals. The Appraisers have no obligation to update the Appraisals on the
basis of subsequent events. In connection with preparing the Appraisals, the
Appraisers were not engaged to, and consequently did not, prepare any written
report or compendium of their analysis for internal or external use.
Each of the Appraisers received customary and market-based fees in
connection with the rendering of the Appraisals. The General Partners of the
Partnership also utilized (i) Whitcomb Real Estate in connection with the
original purchase by the Partnership of the Sunrise Village Property and the
Partnership's Ownership Interest in Harmony Ranch, and the original purchase by
Windsor Park 456 (as hereinafter defined) of the Rancho Margate and Winter Haven
Properties; (ii) Landmark Valuation, Inc. in connection with the original
purchase by the Partnership of the Big Country Estates Ownership Interest and
the remaining Property; and (iii) Appraisal Technology, Inc. in connection with
17
<PAGE>
the original purchase by Windsor Park 345 (as hereinafter defined) of the Apache
East and Denali Park Estates Properties. All Appraisers were paid usual and
customary market based fees in connection with such original appraisals and
neither the General Partners of the Partnership or the Partnership have utilized
the Appraisers in any other capacity or has any relationship with any such
Appraiser.
Copies of the Appraisals (with or without Exhibits) are available for
inspection and copying at the Partnership's principal executive offices during
regular business hours by any interested Limited Partner, or any representative
of a Limited Partner who has been designated in writing. Copies may also be
obtained through the written request of any Limited Partner or representative,
at the requestor's expense.
Description of Properties, Appraised Values and Ownership Interests
Sunset Vista Estates. Sunset Vista Estates is a 208-space manufactured
home community that can accommodate 142 single-wide and 66 double-wide
manufactured homes. Amenities include an office, two playgrounds, pavilion/BBQ
area, RV storage, tennis/basketball court, and swimming pool. The Appraisal was
prepared as of December 15, 1997 by Landmark Valuation, Inc., Aurora, CO. The
"as-is" Appraised Value of the Property is $3,800,000. The Partnership has a
100% ownership interest in this Property.
Big Country Estates. Big Country Estates is a 255-space manufactured
home community located at 3400 South Greeley Highway, Cheyenne, Wyoming.
Amenities include a clubhouse, office and playground. The Appraisal was prepared
as of November 24, 1997 by Landmark Valuation, Inc., Aurora, CO. The "as-is"
Appraised Value of the Property is $2,700,000. The Partnership has a 60%
ownership interest in this Property. There is no mortgage on this Property.
Harmony Ranch. Harmony Ranch is a fully developed 194-space
manufactured home community with a clubhouse and office, laundry and
playground/recreation area located at 10321 Main Street, Thonotosassa, FL. The
Appraisal was prepared as of November 17, 1997 by Whitcomb Real Estate, Tampa,
FL. The initial "as-is" Appraisal Value of the Property was $2,560,000. The
Property experienced substantial flooding in 1998, and was re-appraised by
Whitcomb Real Estate in December 1998 for $2,350,000. There is an outstanding
mortgage on this Property securing $1,200,000 of indebtedness which is expected
to continue following any Sale. The Partnership has a 75% ownership interest in
this Property.
Rancho Margate. Rancho Margate is a fully developed 245-space
manufactured home community, with a clubhouse, pool, laundry, shuffleboard and
petangue courts and on-site office. The Appraisal was prepared as of November
20, 1997 by Whitcomb Real Estate, Tampa, FL. The "as-is" Appraised Value of the
Property is $6,400,000. There is a mortgage on this Property securing
indebtedness of $3,642,000 which will continue following the closing of the
Sales. The Partnership has a 33% ownership interest in this Property.
Winter Haven. Winter Haven is a fully developed 238-space manufactured
home community, with a clubhouse, pool, laundry, shuffleboard courts and an
on-site office. The Appraisal was prepared as of November 17, 1997 by Whitcomb
Real Estate, Tampa, FL. The "as-is" Appraised Value of the Property is
$3,700,000. There is a mortgage on this Property securing indebtedness of
$1,601,000 which will continue following the closing of the Sales. The
Partnership has a 33% ownership interest in this Property.
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<PAGE>
Apache East. Apache East Estate is a 123-space adult manufactured home
community located at 3800 South Tomahawk Road, Apache Junction, Arizona. The
Appraisal was prepared as of November 10, 1997 by Appraisal Technology, Inc.,
Phoenix, AZ. The "as-is" appraised value of this Property is $1,980,000. This
Property is adjacent to Denali Park Estates and there is a single mortgage
covering both properties relating to outstanding indebtedness in the amount of
$3,026,000 which will continue following the Sales. For purposes of calculating
the value of the Apache East and Denali Park Estates Ownership Interests only,
the Partnership has assumed that 36.5% of such indebtedness or $1,104,490 is
allocable to the Apache East Property and that 63.5% of such indebtedness or
$1,921,510 is allocable to the Denali Park Estates Property. This mortgage and
the related indebtedness are to continue following the Sales. The Partnership
has a 25% ownership interest in this Property.
Denali Park Estates. Denali Park Estates is a 162-space adult
manufactured home community located at 3405 South Tomahawk Road, Apache
Junction, AZ. The Appraisal was prepared as of November 10, 1997 by Appraisal
Technology, Inc., Phoenix, AZ. The "as-is" appraised value of this Property is
$3,445,000. This Property is adjacent to Apache East and there is a single
mortgage covering both properties relating to outstanding indebtedness in the
amount of $3,026,000 which will continue following the Sales. For purposes of
calculating the value of the Apache East and Denali Park Estates Ownership
Interests only, the Partnership has assumed that 36.5% of such indebtedness or
$1,104,490 is allocable to the Apache East Property and that 63.5% of such
indebtedness or $1,921,510 is allocable to the Denali Park Estates Property.
This mortgage and the related indebtedness are to continue following the Sales.
The Partnership has a 25% ownership interest in this Property.
FEDERAL INCOME TAX CONSIDERATIONS
The following is a brief summary of certain United States federal
income tax consequences to Limited Partners arising from the Sales and
liquidation of the Partnership. This summary is based upon the Internal Revenue
Code of 1986, as amended (the "Code"), as currently in effect, applicable
Treasury Regulations adopted thereunder, reported judicial decisions and
Internal Revenue Service ("IRS") rulings all as of the date hereof, all of which
are subject to prospective or retroactive change in a manner which could
adversely affect Limited Partners.
This summary is based on the assumption that Units in the Partnership
are held as capital assets and does not purport to deal with Limited Partners in
special tax situations such as insurance companies, financial institutions,
tax-exempt entities, nonresident aliens and foreign corporations. Moreover, this
summary does not address the possible consequences to Limited Partners under any
state, local or foreign tax laws of the states and localities where they reside
or otherwise do business or where the Partnership operates. AS SUCH, EACH
LIMITED PARTNER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR CONCERNING THE
CONSEQUENCES TO HIM OR HER OF THE SALE OF THE PROPERTIES AND OWNERSHIP INTERESTS
AND LIQUIDATION OF THE PARTNERSHIP.
Overview
The Sales should result in the recognition of gain by the Partnership
and, therefore, should result in recognition of gain by Limited Partners. The
amount of gain recognized by the Partnership with respect to each of the
Properties and Ownership Interests will equal the difference between (i) the
amount realized by the Partnership (i.e., the amount of cash received plus the
amount of liabilities of the Partnership assumed by the Purchasers) and (ii) the
Partnership's adjusted tax basis in each of the Properties and Ownership
Interests. The aggregate gain expected to be recognized by the Partnership on
the Sales is approximately $2,965,573. This gain will be allocated among the
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partners of the Partnership in accordance with the terms of the Partnership
Agreement. These provisions will result in the allocation of approximately
$2,935,917 of taxable gain on the Sales to Limited Partners (or an average of
$15.03 per Unit). Upon liquidation of the Partnership, a Limited Partner will
recognize gain or loss equal to the difference between the cash received by such
Limited Partner and the adjusted tax basis of such Limited Partner's Units. It
is expected that a Limited Partner will recognize an average of approximately
$10.80 of loss per Unit on liquidation. The gain per Unit resulting from the
Sales is primarily caused by the fact that the Partnership generated tax losses
in prior years that were allocated to Limited Partners. Limited Partners should
be aware that all of the per-Unit amounts stated above may vary for each Limited
Partner depending on the historical losses allocated and cash distributions to
such Limited Partner.
Taxation on the Sales
Tax Consequences of the Sales. The Sales should result in the
recognition of gain by the Partnership and, therefore, should result in
recognition of gain by Limited Partners. The amount of gain recognized by the
Partnership with respect to each of the Properties and Ownership Interests will
equal the difference between (i) the Partnership's amount realized (i.e., the
amount of cash received increased by the amount of liabilities of the
Partnership assumed or taken subject to by the Purchaser) and (ii) the
Partnership's adjusted tax basis in each of the Properties and Ownership
Interests. The aggregate gain expected to be recognized by the Partnership on
the Sales is approximately $2,965,573.
Allocation of Gain. The $2,965,573 gain recognized by the Partnership
in the year of Sales will be allocated among the partners in accordance with the
terms of the Partnership Agreement. These provisions will result in an
allocation of approximately $2,935,917 of taxable gain on the Sales to Limited
Partners (or an average of $15.03 per Unit). The gain per Unit resulting from
the Sales is primarily caused by the fact that the Partnership generated tax
losses in prior years that were allocated to Limited Partners. See "-- Income
Tax Rates/Taxation of Gains and Losses," below.
Characterization of Gain or Loss. In general, gains (other than the
amount of gain attributable to certain depreciation recapture, which would be
classified as ordinary income, and gain attributable to Ownership Interests that
are partnership interests) recognized with respect to the Sales should be
treated as recognized from the sale of a "Section 1231" asset (i.e., real
property and depreciable assets used in a trade or business and held for more
than one year). A Limited Partner's share of gains from the sale of Section 1231
assets of a Partnership will be combined with any other Section 1231 gains and
losses recognized by such Limited Partner in that year. If the result is a net
loss, such loss is characterized as an ordinary loss. If the result is a net
gain, such gain is characterized as a capital gain; provided, however, that such
gain will be treated as ordinary income to the extent the Limited Partner has
"non-recaptured" Section 1231 losses. For these purposes, "non-recaptured"
Section 1231 losses means a Limited Partner's aggregate Section 1231 losses for
the five most recent prior years that have not previously been recaptured.
In general, gain or loss recognized with respect to the Sale of
Ownership Interests that are partnership interests will be gain or loss from the
sale or exchange of a capital asset. However, any amount received in exchange
for a partnership interest attributable to a partnership's "unrealized
receivables" (including certain depreciation recapture) or "inventory items"
will be considered to be gain or loss from the sale or exchange of property
other than a capital asset.
For purposes of the passive activity loss limitations of Section 469 of
the Code, gains recognized from the Sales generally will be treated as passive
activity income.
Liquidation of the Partnership
Tax Consequences of Liquidation. Upon liquidation of the Partnership, a
Limited Partner will recognize gain or loss equal to the difference between the
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cash received by such Limited Partner (including the Limited Partner's share of
partnership liabilities under Section 752 of the Code assumed by the Purchaser)
and the adjusted tax basis of the Limited Partner's Units, adjusted by such
Limited Partner's allocable share of income, gain or loss arising from normal
Partnership operations for the year of liquidation and the sale of the
Properties in the year of liquidation. See "-- Taxation on Sales -- Allocation
of Gain" above. It is expected that a Limited Partner will recognize an average
of approximately $10.80 of loss per Unit on liquidation of the Partnership.
Characterization of Gain or Loss. Any gain or loss recognized by a
Limited Partner on liquidation of the Partnership should be treated as gain or
loss from the sale of a capital asset if the Units are held as a capital asset
by the Limited Partner. Such gain or loss generally will be treated as passive
gain or loss pursuant to Section 469 of the Code.
Income Tax Rates/Taxation of Gains and Losses
The Taxpayer Relief Act of 1997 and the IRS Restructuring and Reform
Act of 1988 contain significant changes to the taxation of capital gains of
individuals, trusts and estates. The maximum rate of tax on net capital gains of
individuals, trusts and estates from the sale or exchange of capital assets held
for more than one year has been reduced to 20%, and the maximum rate for net
capital gains attributable to the sale of depreciable real property held for
more than one year (other than certain depreciation recapture taxable as
ordinary income) is 25% to the extent of the deductions for depreciation with
respect to such property. The current maximum tax rate on ordinary income of
individuals is 39.6%. This disparity in tax rates could be beneficial to
individual Limited Partners with suspended losses attributable to the
Partnership. Since a Limited Partner will be considered to have disposed of his
or her entire interest in the Partnership, such Limited Partner will be entitled
to deduct all suspended passive losses from the Partnership against any ordinary
income earned by such Limited Partner in the year of liquidation of the
Partnership or use such suspended losses to offset any gain allocable to such
Limited Partner on the Sales. Capital gains of individuals and corporate
taxpayers can be offset by capital losses. However, capital losses can be
deducted, in any year, only to the extent of a Limited Partner's capital gains
plus, in the case of an individual, taxable income of up to $3,000.
CONSENT PROCEDURES; TRANSACTIONS AUTHORIZED BY CONSENTS
The consents being solicited hereby (the "Consents") will authorize the
General Partners: (i) to complete the Sales at any time on or prior to September
30, 1999, and to proceed with the Plan of Liquidation; and (ii) to take all
actions necessary or appropriate, as determined by the General Partners, to
complete the Sales and to proceed with the Plan of Liquidation, including,
without limitation, agreeing to any changes to the Purchase and Sale Agreement
or waiving any provision of the Purchase and Sale Agreement, provided that any
such change does not, in the reasonable judgment of the General Partners, have a
material adverse effect on Limited Partners, or is otherwise in the best
interests of the Limited Partners.
Consents are being solicited from the Limited Partners as required by
the Partnership Agreement which provides that such transactions must be approved
by Limited Partners owning a majority of the issued and outstanding Units.
The Consents being sought are for approval of the Sales and the Plan of
Liquidation and not for the approval of any individual Sale. If sufficient
Consents approving the Sales and the Plan of Liquidation are received, the
Partnership intends to consummate the Sales and proceed with the Plan of
Liquidation. If sufficient Consents are not received, the Partnership intends to
explore such alternatives as may be available to it.
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Set forth below are the procedures to be followed by Limited Partners
in order to consent to, abstain from, or deny consent to, the Sales and the Plan
of Liquidation. A form of Consent was mailed to Limited Partners along with this
Consent Solicitation Statement. These procedures must be strictly followed in
order for the instructions of a Limited Partners as marked on such Consent to be
effective:
1. A Limited Partner may make his or her election on the Consent only
during the solicitation period commencing upon the date of
delivery of this Consent Solicitation Statement and continuing
until the earlier of (i) January 31, 1999 or such later date as
may be determined by the General Partners, and (ii) the date upon
which the General Partners determine that holders of not less than
a majority of all issued and outstanding Units have consented to
the Sale, (the "Solicitation Period").
2. Each Limited Partner must consent to, deny consent to, or abstain
from consenting to the Sales and the Plan of Liquidation with
respect to all Units held by such Limited Partner. The effect of
abstaining or failing to sign and return the consent form will be
the same as denying consent.
3. All questions as to the validity, form, eligibility (including
time of receipt), acceptance and withdrawal of the Consent will
be determined by the General Partners, whose determination will
be final and binding. The General Partners reserve the absolute
right to reject any or all Consents that are not in proper form
or the acceptance of which, in the opinion of the General
Partners, would be unlawful. The General Partners also reserve
the right to waive any irregularities or conditions of the
Consent as to particular Units. Unless waived, any irregularities
in connection with the Consents must be cured within such time as
the General Partners shall determine.
4. A Consent delivered by a Limited Partner may be changed prior to
the expiration of the Solicitation Period by delivering to the
Partnership a substitute Consent, properly completed and executed,
together with a letter indicating that the Limited Partner's prior
consent has been revoked.
5. Limited Partners are encouraged to return a properly completed and
executed Consent in the enclosed envelope prior to the expiration
of the Solicitation Period.
6. A Limited Partner submitting a signed but unmarked Consent will be
deemed to have consented to the Sales and the Plan of Liquidation.
Each Limited Partner is requested to complete, date and sign the
accompanying form of consent and return same to Arlen Capital, LLC, 1650 Hotel
Circle North, Suite 200, San Diego, CA 92108, which has been appointed to serve
as the solicitation agent for the proposed transaction (the "Solicitation
Agent"). If the consent solicitation period is extended, the General Partners
will give written notice of such extension to all Limited Partners. For more
information concerning this solicitation, Limited Partners may call the
Solicitation Agent at 800-553-4039. The costs of this consent solicitation,
including fees payable to the Solicitation Agent, will be borne by the
Partnership.
Solicitation of Consents
In addition to soliciting consents by mail, consents may be solicited
by directors, officers and employees of the General Partners and their
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affiliates, who will not receive additional compensation therefor, by personal
interview, telephone, telegram, courier service, or similar means of
communication. In addition, the General Partners have retained Arlen Capital,
LLC as solicitation agent to solicit consents to the Sales from Limited
Partners, administer the delivery of information to Limited Partners and receive
and tally votes (the "Solicitation Agent").
Under the solicitation agreement between the Partnership Arlen Capital,
LLC (the "Solicitation Agreement"), the Partnership has agreed to pay Arlen
Capital a base fee of $7,335 plus an additional per Unit fee for re-mails and
incoming and outgoing phone calls, plus expenses. The General Partners expect
that the total amount payable under the Solicitation Agreement will not exceed
$15,000.
Record Date; Required Vote
The close of business on December 2, 1998 has been fixed as the Record
Date for determining Limited Partners entitled to Consent to the Sales and the
Plan of Liquidation. As of the Record Date, there were 195,366 Units outstanding
held of record by a total of 2,424 Limited Partners. Pursuant to the Partnership
Agreement, the Sales and the Plan of Liquidation require Consents of Limited
Partners holding at least a majority of the outstanding Units.
As of the Record Date, the General Partners and/or their affiliates
held and are entitled to exercise voting rights with respect to an aggregate of
1,000 Units, representing approximately 0.5% of the outstanding Units of the
Partnership. It is expected that the General Partners and their affiliates will
consent to the Sales and the Plan of Liquidation with respect to all Units for
which they hold voting rights. Counting such Units, approval of the unaffiliated
Limited Partners holding 96,683 Units, representing 49.5% of all other
outstanding Units, is required.
No Appraisal or Dissenters' Rights
If Limited Partners owning the requisite number of Units in the
Partnership consent to the Sales and the Plan of Liquidation, all Limited
Partners of the Partnership will be bound by such consent, including Limited
Partners who have not returned their consents or who have abstained from or
denied consent. None of the Partnership Agreement, California law or the
proposed terms and conditions of the Sales or the Plan of Liquidation and
provide objecting Limited Partners with the right to exercise any dissenters',
appraisal or similar rights.
Consequences If Consents Are Not Obtained
If sufficient consents to proceed with the Sales and the Plan of
Liquidation are not obtained, the General Partners intend to proceed to explore
such alternatives as may be available to the Partnership. See "Reasons For and
Background of the Sales; Recommendation of General Partners," and "Alternatives
Considered."
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or portions thereof) filed with the Commission by the
Partnership (File No. 0-15700) pursuant to the Exchange Act are incorporated
herein by reference:
(i) Item 6, "Management's Discussion and Analysis,"
contained in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1997;
(ii) Item 7, "Financial Statements" contained in the
Partnership's Annual Report on Form 10-KSB for the
year ended December 31, 1997;
(iii) The Partnership's Current Report on Form 8-K filed
on January 27, 1998 and the related Form 8-K/A dated
February 3, 1998;
(iv) Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations"
contained in the Partnership's Quarterly Report on
Form 10-QSB for the quarter ended March 31, 1998 and
Quarterly Reports on Form 10-QSB/A for the quarters
ended June 30, 1998 and September 30, 1998.
(v) Item 1, "Financial Statements" contained in the
Partnership's Form 10-QSB Quarterly Reports for the
quarter ended March 31, 1998, and Quarterly Reports on
Form 10-QSB/A for the quarters ended June 30, 1998 and
September 30, 1998.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Consent Solicitation Statement to the extent that a statement contained herein
or in any other subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such statements
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Consent Solicitation Statement.
Copies of any or all of the documents specifically incorporated
herein by reference (not including the exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents) will be
furnished without charge to each person, including any beneficial owner, to whom
a copy of this Consent Solicitation Statement is delivered upon written or oral
request. Requests should be made to: Windsor Park Properties 4 -- Investor
Relations, 6430, S. Quebec St., Englewood, Colorado 80111.
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Item 601(a) of Regulation S-K
Exhibit No.
23.1 Consent of Whitcomb Real Estate, Inc., dated December __, 1998*
23.2. Consent of Landmark Valuation, Inc., dated December __, 1998*
23.3. Consent of Appraisal Technology, Inc., dated December __, 1998*
- - -------------------------------------------
* to be filed by Amendment
1
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WINDSOR PARK PROPERTIES 4,
A California Limited Partnership
6430 South Quebec Street
Englewood, CO 80014
THIS CONSENT IS SOLICITED BY THE GENERAL PARTNERS
OF
WINDSOR PARK PROPERTIES 4
The undersigned hereby gives written notice to the Partnership that,
with respect to the proposal to sell all of the Partnership's remaining
Properties, and Ownership Interests in Properties (the "Sales"), and proceed
with the Plan of Liquidation, and to authorize the General Partners to take any
and all actions that may be required in connection therewith, including, without
limitation the execution on behalf of the Partnership of such amendments,
instruments and documents as shall be necessary to effectuate the Sales and the
Plan of Liquidation, the undersigned hereby:
<TABLE>
<CAPTION>
Consents to the Sales and the Plan of Denies Consent to the Sales and the Abstains From Consenting to the
<S> <C> <C>
Liquidation Plan of Liquidation Sales and the Plan of Liquidation
[ ] [ ] [ ]
</TABLE>
The undersigned represents that he or she is the holder of Units. The
undersigned acknowledges receipt from the General Partner of the Consent
Solicitation Statement dated December __, 1998.
Dated:
______________________________
Signature
______________________________
Print Name
______________________________
Signature (if held jointly)
_______________________________
Print Name
_______________________________
Title
Please sign exactly as name appears hereon. When Units are held by joint
tenants, both should sign. When signing as an attorney, as executor,
administrator, trustee or guardian, please give full title of such. If a
corporation, please have this consent signed by a President or other authorized
officer. If a partnership, please have this consent signed by a general partner.
PLEASE FILL IN THE DATE OF THIS CONSENT AS CONSENTS MUST BE DATED TO BE VALID.
PLEASE FILL OUT, SIGN AND RETURN THIS FORM BY 5:00 P.M. (NEW YORK CITY
TIME) ON JANUARY 31, 1999.
