SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 4)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
WINDSOR PARK PROPERTIES 4,
a California limited partnership
(Name of Issuer)
N' TANDEM TRUST
CHATEAU COMMUNITIES, INC.
WINDSOR PARK PROPERTIES 4,
a California limited partnership
(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Steven G. Waite
Windsor Park Properties 4
6430 S. Quebec Street
Englewood, CO 80111
303-741-3707
(Name, Address and Telephone number of persons authorized to receive
notices and communications on behalf of person(s) filing statement)
With copies to:
Jay L. Bernstein, Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000
<PAGE>
This Statement is filed in connection with(check the appropriate box):
a. |X| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(C) under
the Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act
of 1933.
c. |_| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box "a." above are preliminary copies: |_|
Calculation of Filing Fee
=================================== ======================================
Transaction Valuation 1 Amount of Filing Fee
----------------------------------- --------------------------------------
$11,871,750 $2,374.35
----------------------------------- --------------------------------------
=================================== ======================================
|_| Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
Amount previously paid: Filing party:
Form or registration no.: Date Filed:
<PAGE>
This Transaction Statement on Schedule 13E relates to the proposed sale
of the assets of Windsor Park Properties 4, a California limited
partnership (the "Partnership") pursuant to a plan of liquidation (the
"Plan of Liquidation") adopted by the general partners of the partnership
(the "General Partners").
Pursuant to the Plan of Liquidation, 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, an unincorporated California business trust ("N' Tandem"), whose
advisory company, The Windsor Corporation, is also the managing general
partner of the partnership (the "Managing General Partner"). Chateau
Communities, Inc., which owns the Managing General Partner, also holds 9.8%
of the capital stock of N' Tandem.
In accordance with the Agreement of Limited Partnership of the
Partnership (the "Partnership Agreement"), the General Partners are seeking
the consent of the holders (the "Limited Partners") of units of limited
partnership interest in the Partnership (the "Units") to the sale of assets
(the "Sales") and the Plan of Liquidation.
The Cross Reference Sheet below is furnished pursuant to General
Instruction F to Schedule 13E-3 and shows the location of the information
required to be included in response to the items of this Schedule 13E-3 in
the Partnership's Consent Solicitation Statement filed on February 5, 1999,
by the Partnership with the Securities and Exchange Commission (the
"Commission") pursuant to Regulation 14A, as amended by Amendment No. 2
filed with the Commission on March 16, 1999, Amendment No. 3 filed with the
Commission on April 5, 1999, Amendment No. 4 filed with the Commission on
May 7, 1999 and Supplement No. 1 filed with the Commission on June 3, 1999
containing a Consent Solicitation Statement Supplement (the "Supplement")
(as amended and supplemented, the "Consent Solicitation Statement"). The
information in the Consent Solicitation Statement contained in Amendment
No. 4 to the Schedule 14A, and in the Supplement is incorporated into this
Schedule 13E-3 by reference. The Consent Solicitation Statement contained
in Amendment No. 4 is filed as Exhibit (d)(1) to this Schedule 13E-3. A
copy of the Supplement is attached as Exhibit (d)(2). Capitalized terms not
defined herein have the meanings ascribed to them in the Consent
Solicitation Statement. All references below are to the Consent
Solicitation Statement dated May 7, 1999, unless otherwise noted.
<PAGE>
CROSS REFERENCE SHEET
ALL REFERENCES BELOW ARE TO THE CONSENT SOLICITATION STATEMENT DATED MAY 7,
1999, UNLESS OTHERWISE NOTED.
Item in Schedule 13E-3 Location in Consent Solicitation
Statement by Caption; Proposal 1 and 2
Item 1. Issuer and Class of Security
Subject to the Transaction
(a) Cover Page. Summary - Purpose of the
Consent Solicitation; Proposals 1 and 2
(b) Consent Procedures; Transactions
Authorized By Consents - Record Date;
Required Vote
(c) Summary - No Established Trading Market
for the Units
(d) Summary - Historical Distributions;
Historical Distributions (Supplement)
(e) Not applicable
(f) Description of the Proposed Transaction
- Background of the Transaction
Item 2. Identity and Background
(a)-(d) Certain Risk Factors and Other
Considerations - Conflicts of Interest.
Description of the Proposed Transaction-
Information Concerning N' Tandem and
Chateau. Appendix A - Information
Concerning Officers and Directors of the
Managing General Partner, N' Tandem and
Chateau
(e) Not applicable
(f) Not applicable
(g) Appendix A - Information Concerning the
Officers and Directors of the Managing
General Partner, N' Tandem and Chateau
Item 3. Past Contacts, Transactions or
Negotiations
(a)(1) Description of the Proposed Transaction
- Background of the Proposed Transaction
(2) Description of the Proposed Transaction
- Background of the Proposed Transaction
and - The Purchase and Sale Agreement
(b) Description of the Proposed Transaction
- Background of the Proposed Transaction
and - The Purchase and Sale Agreement
Item 4. Terms of the Transaction
(a) Description of the Proposed Transaction
(b) Not applicable
Item 5. Plans or Proposal of the Issuer
or Affiliate
(a)-(g) Description of the Proposed Transaction
Item 6. Source and Amounts of Funds
or Other Consideration
(a) Description of the Proposed Transaction
- The Purchase and Sale Agreement
(b) Description of the Proposed Transaction
- The Purchase and Sale Agreement.
Consent Procedures; Transactions
Authorized by Consents - Solicitation
Expenses and - Estimate of Liquidating
Distributions. Estimate of Liquidating
Distributions (Supplement).
(c) Description of the Proposed Transaction
- Purchase and Sale Agreement
(d) Not applicable
Item 7. Purposes, Alternatives, Reasons
and Effects
(a)-(c) Description of the Proposed Transaction
- Purpose of the Consent Solicitation;
Proposals 1 and 2, - Background of the
Proposed Transaction. Special Factors -
Fairness of the Transaction;
Recommendation of the General Partners
and - Alternatives Considered
(d) Description of the Proposed Transaction
- Purpose of the Consent Solicitation
and - Background of the Proposed
Transaction. Special Factors - Fairness
of the Transaction; Recommendation of
the General Partners, and - Ownership of
Properties By N' Tandem Following Sales.
Certain Federal Income Tax
Considerations
Item 8. Fairness of the Transaction
(a)-(b) Description of the Proposed Transaction
- Purpose of the Consent Solicitation;
Proposals 1 and 2 and - Background of
the Proposed Transaction. Special
Factors - Fairness of the Transaction;
Recommendation of the General Partners
and - N' Tandem's and Chateau's belief
as to the Fairness of the Proposed
Transaction; N' Tandem's and Chateau's
Reasons for Engaging in the Transaction
(c) Consent Procedures; Transactions
Authorized by Consents - Record Date;
Required Vote
(d) Special Factors - Fairness of the
Transaction; Recommendation of the
General Partners. Certain Risk Factors
and Other Considerations - No Fairness
Opinion; No Appointment of Independent
Representative
(e) Not applicable
(f) Description of the Proposed Transaction
- Background of the Proposed
Transaction, Special Factors - Fairness
of the Transaction; Recommendation of
the General Partners
Item 9. Reports, Opinions, Appraisals
and Certain Negotiations
(a)-(c) Special Factors - Appraisals
Item 10. Interest in Securities of the Issuer
(a)
Consent Procedures; Transactions
Authorized By Consents - Record Date;
Required Vote
(b) Not applicable
Item 11. Contracts, Arrangements or Not applicable
Understandings with Respect
to the Issuer's Securities
Item 12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a)
Consent Procedures; Transactions
Authorized By Consent - Record Date;
Required Vote
(b) Consent Procedures; Transactions
Authorized By Consents - Record Date;
Required Vote. Special Factors -
Fairness of the Transaction;
Recommendation of the General Partners
Item 13. Other Provisions of the Transaction
(a) Consent Procedures; Transactions
Authorized By Consents - No Appraisal or
Dissenters' Rights
(b) Not applicable
(c) Not applicable
Item 14. Financial Information
(a) Financial Statements. Historical
Distributions. Summary Historical
Financial Data. Incorporation of Certain
Documents by Reference. Historical
Distributions (Supplement). Summary
Historical Financial Data (Supplement).
(b) Not applicable
Item 15. Persons and Assets Employed,
Retained or Utilized
(a) Consent Procedures; Transactions
Authorized By Consents - Solicitation of
Consents
(b) Consent Procedures; Transactions
Authorized By Consents - Solicitation of
Consents
Item 16. Additional Information Summary. Certain Risk Factors and Other
Considerations. Description of the
Proposed Transaction. Special Factors.
Summary of Selected Terms of the
Partnership Agreement. The Partnership
Agreement. The Partnership's Properties.
Federal Income Tax Considerations.
Consent Procedures; Transactions
Authorized By Consents. Financial
Statements. Incorporation of Certain
Documents By Reference. Subsequent
Events; Litigation (Supplement).
ALL REFERENCES BELOW ARE TO THE CONSENT SOLICITATION STATEMENT DATED MAY 7,
1999, UNLESS OTHERWISE NOTED.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the issuer of the class of equity securities which is the
subject of the Rule 13e-3 transaction is Windsor Park Properties 4, a
California limited partnership (the "Partnership"), and the address of its
principal executive offices is 6430 S. Quebec Street, Englewood, CO 80111.
The information set forth on the cover page of the Consent Solicitation
Statement and under the caption "Summary - Purpose of the Consent
Solicitation" is incorporated herein by reference.
(b) The class of security which is the subject of the Rule 13e-3
transaction is the units of limited partnership interest of the Partnership
(the "Units"). The information set forth under the caption "Consent
Procedures; Transactions Authorized by Consents - Record Date; Required
Vote" in the Consent Solicitation Statement is incorporated herein by
reference.
(c) The information set forth under the caption "Summary - No Established
Trading Market For the Units" in the Consent Solicitation Statement is
incorporated herein by reference.
(d) The information set forth under the caption "Summary - Historical
Distributions" in the Consent Solicitation Statement and the Supplement is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth under the caption "Description of the
Proposed Transaction - Background of the Proposed Transaction" is
incorporated herein by reference.
Item 2. Identity and Background.
This Schedule 13E-3 is being filed jointly by N' Tandem, which is an
affiliate of the Partnership, Chateau, an entity that controls N' Tandem
and the Managing General Partner of the Partnership, and the Partnership
(the issuer of the class of equity securities which is the subject of the
Rule 13e-3 transaction). The information set forth under the captions
"Background of the Transaction - Information Concerning N' Tandem and
Chateau" and "Certain Risk Factors and Other Considerations - Conflicts of
Interest," in the Consent Solicitation Statement is incorporated herein by
reference.
(a)-(d) Information required by this item relating to directors and
executive officers of N' Tandem, Chateau, and The Windsor Corporation is
set forth in Appendix A to the Consent Solicitation Statement, which is
incorporated herein by reference.
(e) To the knowledge of N' Tandem, Chateau and the General Partners of the
Partnership, none of the persons with respect to whom information is
provided in response to this Item 2 was, during the last five years,
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(f) To the knowledge of N' Tandem, Chateau and the General Partners of the
Partnership, none of the persons with respect to whom information is
provided in response to this Item 2 was, during the last five years, a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining further violations of, or
prohibiting activities, subject to, Federal or state securities laws or
finding any violation of such laws.
(g) Information required by this item relating to directors and executive
officers of N' Tandem, Chateau and The Windsor Corporation is set forth in
Appendix A to the Consent Solicitation Statement, which is incorporated
herein by reference.
<PAGE>
Item 3. Past Contacts, Transactions or Negotiations.
(a) (1) The information under set forth the caption "Description
of the Proposed Transaction - Background of the Proposed
Transaction" in the Consent Solicitation Statement is
incorporated herein by reference.
(2) The information set forth under the caption "Description
of the Proposed Transaction - Background of the Proposed
Transaction" and "- The Purchase and Sale Agreement" in the
Consent Solicitation Statement is incorporated herein by
reference.
(b) The information set forth under the caption and "Description of the
Proposed Transaction" in the Consent Solicitation Statement is incorporated
herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth under the caption "Description of the
Proposed Transaction" in the Consent Solicitation Statement is incorporated
herein by reference.
(b)Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) The Rule 13e-3 transaction provides for the sale of all of the
Partnership's assets, a dissolution and winding up of the Partnership, and
a termination of registration of the Units under the Exchange Act. The
information set forth under the caption "Description of the Proposed
Transaction" in the Consent Solicitation Statement is incorporated herein
by reference.
Item 6. Source and Amounts of Funds or Other Consideration.
(a) The information contained in the last paragraph of "Description of the
Proposed Transaction - The Purchase and Sale Agreement" in the Consent
Solicitation Statement is incorporated herein by reference.
(b) The information set forth under the captions "Description of the
Proposed Transaction - The Purchase and Sale Agreement," "Consent
Procedures; Transactions Authorized by Consents -Solicitation Expenses" and
"-Estimate of Liquidating Distributions" in the Consent Solicitation
Statement and "Estimate of Liquidating Distributions" in the Supplement
relating to the expenses estimated to be incurred in the transaction, is
incorporated herein by reference.
(c) The information contained in the last paragraph under the caption
"Description of the Proposed Transaction - The Purchase and Sale Agreement"
in the Consent Solicitation Statement is incorporated herein by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(c) The information set forth under the captions "Description of the
Proposed Transaction-Purpose of the Consent Solicitation; Proposals 1 and
2," "- Background of the Proposed Transaction," and "Special Factors -
Fairness of the Transaction; Recommendation of the General Partners", and
"- Alternatives Considered" in the Consent Solicitation Statement is
incorporated herein by reference.
(d) The information set forth under the captions "Description of the
Proposed Transaction - Background of the Proposed Transaction" and "-
Ownership of Properties By N' Tandem Following Sales" and "Special Factors
- Fairness of the Transaction; Recommendation of the General Partners" in
the Consent Solicitation Statement is incorporated herein by reference. The
information contained under the caption "Certain Federal Income Tax
Considerations" is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a)-(b) N' Tandem, Chateau and the General Partners of the Partnership
reasonably believe that the transaction is fair to the unaffiliated Limited
Partners. The information set forth under the captions "Description of the
Proposed Transaction Background of the Proposed Transaction" and "Special
Factors - Fairness of the Transaction; Recommendation of the General
Partners" and "N' Tandem's and Chateau's Belief as to the Fairness of the
Proposed Transaction; N' Tandem's and Chateau's Reasons for Engaging in the
Transaction," in the Consent Solicitation Statement is incorporated herein
by reference.
(c) The information contained under the caption "Consent Procedures;
Transactions Authorized By Consents - Record Date; Required Vote" in the
Consent Solicitation Statement is incorporated herein by reference.
(d) The General Partners of the Partnership have not retained an
independent representative to act on behalf of unaffiliated Unitholders.
The information set forth under the caption "Special Factors - Fairness of
the Transaction; Recommendation of the General Partners" and "Certain Risk
Factors and Other Considerations - No Appointment of Independent
Representative" and " - No Fairness Opinion" in the Consent Solicitation
Statement is incorporated herein by reference.
(e) The proposed transaction was approved by both of the General Partners
of the Partnership. As a limited partnership, the Partnership does not have
directors. All of the directors of the Managing General Partner were
appointed by Chateau.
(f) The information contained under the captions "Description of the
Proposed Transaction - Background of the Proposed Transaction" and "Special
Factors - Fairness of the Transaction; Recommendation of the General
Partners" in the Consent Solicitation Statement is incorporated herein by
reference.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information contained under the captions "Special Factors -
Appraisals," in the Consent Solicitation Statement is incorporated herein
by reference.
Item 10. Interest in Securities of the Issuer.
(a) The information contained under the caption "Consent Procedures;
Transactions Authorized By Consents - Record Date; Required Vote" in the
Consent Solicitation Statement is incorporated herein by reference.
(b) Not applicable.
Item 11. Contracts, Arrangements or Understandings with
Respect to the Issuer's Securities.
Not applicable.
Item 12. Present Intention and Recommendation of Certain
Persons with Regard to the Transaction.
(a) The information contained under the caption "Consent Procedures;
Transactions Authorized By Consents - Record Date; Required Vote" in the
Consent Solicitation Statement is incorporated herein by reference.
(b) The information contained under the caption "Consent Procedures;
Transactions Authorized By Consents - Record Date; Required Vote" in the
Consent Solicitation Statement is incorporated herein by reference. The
information set forth under the caption "Special Factors - Fairness of the
Transaction; Recommendation of the General Partners" in the Consent
Solicitation Statement is incorporated herein by reference. No other person
has made a recommendation required to be described herein.
Item 13. Other Provisions of the Transaction.
(a) The information set forth under the caption "Consent Procedures;
Transactions Authorized By Consents - No Appraisal or Dissenters' Rights"
in the Consent Solicitation Statement is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth under the captions "Financial Statements",
"Incorporation of Certain Documents By Reference", "Historical
Distributions" and "Summary Historical Financial Data" in the Consent
Solicitation Statement and "Historical Distributions" and "Summary
Historical Financial Data " in the Supplement is incorporated herein by
reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) The information set forth under the caption "Consent Procedures;
Transactions Authorized By Consents - Solicitation of Consents" in the
Consent Solicitation Statement is incorporated herein by reference.
(b) The information set forth under the caption "Consent Procedures;
Transactions Authorized By Consents - Solicitation of Consents" in the
Consent Solicitation Statement is incorporated herein by reference.
Item 16. Additional Information.
The information contained in the Consent Solicitation Statement is
incorporated herein by reference in its entirety.
Item 17. Materials to be Filed as Exhibits.
(a) Promissory Note of N' Tandem in favor of Chateau Communities,
Inc.*
(b)(1) Appraisals of Whitcomb Real Estate, Inc.*
(b)(2) Appraisals of Landmark Valuation, Inc.*
(b)(3) Appraisals of Appraisal Technology, Inc.*
(d)(1) Consent Solicitation Statement and related proxy materials, as
filed with the Commission on May 7, 1999.*
(d)(2) Consent Solicitation Statement Supplement as filed with the
Commission on June 4, 1999.
- ---------------------
*Filed with Amendment No. 3 to this Schedule 13E-3
Signature
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
WINDSOR PARK PROPERTIES 4,
California Limited Partnership
By: The Windsor Corporation,
general partner
By:___/s/ Steven G. Waite
Steven G. Waite
President
Date: June 4, 1999
<PAGE>
Signature
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
N' TANDEM TRUST
By:_____/s/ Gary P. McDaniel
Gary P. McDaniel
Trustee
Date: June 4, 1999
<PAGE>
Signature
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
CHATEAU COMMUNITIES, INC.
By:_____/s/ Gary P. McDaniel
Gary P. McDaniel
Chief Executive Officer
Date: June 4, 1999
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
(a) Promissory Note of N' Tandem in favor of Chateau
Communities, Inc. *
(b)(1) Appraisals of Whitcomb Real Estate, Inc. *
(b)(2) Appraisals of Landmark Valuation, Inc. *
(b)(3) Appraisals of Appraisal Technology, Inc. *
(d)(1) Consent Solicitation Statement and related
proxy materials, as filed with the Commission
on May 7, 1999. *
(d)(2) Consent Solicitation Statement Supplement
as filed with the Commission on June 4, 1999.
- ---------------------
*Filed with Amendment No. 3 to this Schedule 13E-3
<PAGE>
EXHIBIT d(2)
CONSENT SOLICITATION STATEMENT SUPPLEMENT
Windsor Park Properties 4,
A California Limited Partnership
6160 South Syracuse Way
Greenwood Village, Colorado 80111
The information contained in this Consent Solicitation Statement
Supplement (this "Supplement") supplements the information contained in the
Consent Solicitation Statement (the "Consent Solicitation Statement") of Windsor
Park Properties 4 (the "Partnership") dated May 7, 1999, relating to the
proposed sale of the Partnership's remaining wholly-owned property and ownership
interests in real properties (the "Sales") to N' Tandem Trust, an affiliate of
the Partnership, and the proposed liquidation of the Partnership (the "Plan of
Liquidation") following such Sales, which was mailed to limited partners of the
Partnership (the "Limited Partners") last month. This Supplement updates the
Consent Solicitation Statement to reflect the financial performance of the
Partnership for the quarter ended March 31, 1999, and also discusses a class
action and derivative complaint that has been commenced against the General
Partners of the Partnership, certain executive officers and directors of the
Managing General Partner, and the Partnership. This Supplement is intended to
be, and should be read together with, the Consent Solicitation Statement.
Anyone to whom this Supplement is delivered may request to receive a
copy of the original Consent Solicitation Statement, or any other document
incorporated by reference in the Consent Solicitation Statement or this
Supplement free of charge by making a written request to: Windsor Park
Properties 4--Investor Relations, 6160 South Syracuse Way, Greenwood Village, CO
80111.
If you have already sent in your consent card and do not wish to change
the consent card, no further action is necessary. If you have not sent in your
consent card, we encourage you to send it in today. If you have already sent in
your consent card and wish to change your vote, you may do so by sending in a
later dated consent card. For your convenience, an additional consent card and
pre-addressed and stamped return envelope are enclosed herewith.
Capitalized terms not defined herein have the meanings ascribed to them
in the Consent Solicitation Statement.
LIMITED PARTNERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED CONSENT CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES, TO BE RECEIVED NO LATER THAN JUNE 17, 1999.
This Consent Solicitation Statement Supplement is dated June 2, 1999 and
was first mailed to Limited Partners on or about June 2, 1999.
<PAGE>
<TABLE>
<CAPTION>
Historical Distributions
Set forth below is certain information relating to distributions made by
the Partnership since January 1, 1993 through March 31, 1999:
<S> <C> <C> <C>
Total Aggregate Total Aggregate to Limited Per Unit to
Year To all Partners Partners Limited Partners
---- --------------- -------- ----------------
1999 (through March 31, 1999) $ 219,900 $ 217,600 $ 1.11
1998 440,200 435,700 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
--------- ------------------ ----------
Total $8,233,900 $8,151,500 $ 40.73
========== ========== ==========
----------
(1) The portion of such distribution representing a return of capital
to Limited Partners is as follows: 1999 (0%), 1998 (0%);
1997 (0%); 1996 (0%), 1995 (0%); 1994 (50%); and 1993 (87%).
The Partnership typically makes distributions to its partners on a
quarterly basis. There are no restrictions on the Partnership's present or
future ability to make distributions. 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.
</TABLE>
<PAGE> 1
SUMMARY HISTORICAL FINANCIAL DATA
The following summary historical financial data, insofar as it relates
to each of the years ended December 31, 1994 through 1998, has been derived from
the audited financial statements of the Partnership as reported in the
Partnership's annual reports on Form 10-KSB. The data for the three months ended
March 31, 1998 and 1999 has been derived from unaudited financial statements as
included in the Partnership's quarterly report on Form 10-QSB for the quarter
ended March 31, 1999, 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 three-month periods ended March 31, 1998 and 1999 are not
necessarily indicative of results to be expected for a full year. The summary
historical financial data should be read in conjunction with, and is qualified
in its entirety by, the historical financial statements and notes thereto of the
Partnership incorporated herein by reference.
<TABLE>
<CAPTION>
<S> <C> <C>
For the Three Months
Ended March 31, For the Year Ended December 31,
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1999 1998 1998 1997 1996 1995 1994
------------------------------
Statement of Operations Data:
------------------------------
Revenues $ 192,800 $358,400 $1,083,500 $1,359,500 $1,349,800 $1,241,600 $ 1,139,100
------------------------------
------------------------------
Net income (loss)(1) $ 76,400 $ 53,000 $ 174,000 $ 38,900 $ 144,400 $(991,200) $ (567,400)
------------------------------
------------------------------
Earnings (loss) per unit )
before extraordinary item $ .39 $ .27 $.88 $.20 $.72 $(4.89) $(2.79
------------------------------
Extraordinary loss from
early extinguishment of ---- ----
debt $(.18) ---- ---- ------ ------
------------------------------
Earnings (loss) per unit $ .39 $ .27 $.70 $.20 $.72 $(4.89) $(2.79)
Balance Sheet Data:
Total Assets $5,216,600 $7,248,000 $5,339,900 $7,390,800 $7,815,900 $7,826,800 $7,760,500
Long tem debt ----- $1,775,000 ----- $1,775,000 $1,775,000 $1,400,000 ____
Other Data:
Distributions per limited(1) $ 1.11 $ 1.15 $2.23 $2.28 $2.26 $1.68 $4.00
partnership unit
- ---------------
(1) The Partnership sold its interests in three investment properties, incurring a gain of $1,104,000.
</TABLE>
<PAGE> 2
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 March 31, 1999. 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 March 31, 1999 through
the closing date, and the amount of closing adjustments.
<TABLE>
<CAPTION>
<S> <C>
Aggregate Purchase Price for Properties and Ownership Interests $ 11,871,750.00
Less: Outstanding mortgage indebtedness(1) $ (3,392,800.00)
Current liabilities $ (121,600.00)
Estimated Transactional expenses payable by the Partnership(2)
Prepayment Penalties $ (34,000.00)
Legal Fees $ (125,000.00)
Accounting Fees $ (15,000.00)
Closing Costs $ (56,000.00)
Solicitation Expenses $ (19,000.00)
Printing Costs $ (20,000.00)
Total Estimated Transactional Expenses Payable by the Partnership $ (269,000.00)
Plus: Cash, cash equivalents and other current assets $ 444,800.00
----------
Cash available for distribution $ 8,537,150.00
============
Allocable to Limited Partners(3) $ 8,451,778.00
============
Allocable to the General Partners $. 85,372.00
=========
Estimated Cash available for distribution per Unit(3) $ 43.26
(1) Based on amounts outstanding, including accrued interest, as of March 31,
1999, on debt attributable to the Ownership Interests.
(2) See "-- The Purchase and Sale Agreement -- Expenses" and "--Solicitation
Expenses in the Consent Solicitation Statement."
(3) Based on 195,366 Units outstanding as of the Record Date.
</TABLE>
Since the organization of the Partnership, total distributions to
Limited Partners have amounted to approximately $14,724,400 (or an average of
approximately $75.40 per Unit). If the Sales are completed and the liquidating
distributions of approximately $43.26 per Unit estimated above are paid to
Limited Partners, total distributions to Limited Partners will amount to
approximately $23,176,188 (or an average of approximately $118.67 per Unit),
compared to an initial purchase price for each Unit of $100.00.
Subsequent Events; Legal Proceedings
On May 10, 1999, a class action and derivative complaint (the
"Complaint") entitled Ira Gaines, on behalf of himself and others similarly
situated, as plaintiff, vs. The Windsor Corporation, John A. Coseo, Jr., C.G.
Kellogg, Gary P. McDaniel and Steven G. Waite, as defendants, and the
Partnership, as nominal defendant (collectively, the "Defendants"), was filed in
the Superior Court of the State of California, County of San Diego. The
Complaint states causes of action alleging the following: (i) wrongful failure
to liquidate timely the Partnership in that the Partnership's term expired on
December 31, 1997 and the Defendants failed to engage in sustained efforts to
liquidate the remaining Property and Ownership Interests of the Partnership,
thus unnecessarily tying up the Limited Partner's money for longer than was
contemplated or allowed under the Partnership Agreement; (ii) breach of
fiduciary duty owed by the Defendants to the Limited Partners and the
Partnership in that the Defendants failed to take steps to ensure the entire
fairness of the transaction and that the selling prices for the Partnership's
assets do not fairly and adequately represent their present value; and (iii)
breach of the Defendants' contractual duties owed to the Limited Partners and
the Partnership in that the Partnership Agreement prohibits sales of property to
a Partnership sponsor. In the lawsuit, the Plaintiff is seeking relief in the
form of monetary damages and an award of expenses, and a dissolution of the
Partnership and the appointment of an independent liquidating trustee to
liquidate the Partnership's assets.
<PAGE> 3
With regard to the allegations contained in the Complaint, the General
Partners believe that the time involved in completing the liquidation does not,
under the circumstances, provide a basis for a cause of action against the
Defendants.
In addition, the General Partners continue to believe, as indicated in
the Consent Solicitation Statement, that the Sales and Plan of Liquidation are
fair to the affiliated and unaffiliated Limited Partners from both a financial
and procedural point of view. As indicated in the Consent Solicitation
Statement, the transaction with N' Tandem provides a number of significant
benefits to Unitholders that the General Partners believe would not be available
in a sale of the Partnership's assets to an unrelated third party, including the
following: (i) N' Tandem has agreed to purchase all of the Partnership's assets
in a single transaction, thus hastening the final liquidation of the
Partnership; (ii) N' Tandem is willing to purchase the Ownership Interests at
their full Appraised Value generally as of year end 1997 (as determined by
independent appraisers), without any minority interest discount, and as
indicated in the Consent Solicitation Statement, the General Partners do not
believe that that any significant events have occurred that would cause the
values to be different if determined as of a more recent date; (iii) the
Ownership Interests are difficult to sell on a stand-alone basis; (iv) N' Tandem
has agreed to purchase the assets "as-is" and without any representations or
warranties from the Partnership, allowing a prompt distribution of the sales
proceeds to Limited Partners and also negating the need for the establishment of
a reserve to cover contingent liabilities; however, as a result of the
commencement of the litigation described above, the General Partners may
determine that there is a need to set aside funds to cover the estimated costs
of defending the litigation; and (v) the sales do not involve the payment of any
brokerage commissions by the Partnership, resulting in savings by the
Partnership in an amount estimated to be between approximately $350,000 and
$700,000.
Further, as indicated in the Consent Solicitation Statement, the Sales
are and remain subject to the approval of a majority-in-interest of the
unaffiliated Limited Partners of the Partnership who retain the discretion to
accept or reject the Proposals outlined in the Consent Solicitation Statement.
If the transactions are rejected, the General Partners will pursue other
alternatives for the Partnership.
<PAGE> 4
Further, the Defendants dispute the claim that the proposed transaction
is in breach of the contractual duties owned by the Defendants under the
Partnership Agreement. Although the Partnership Agreement in one section
prohibits sales of property to a Partnership sponsor, it also specifically
authorizes a majority in interest of Limited Partners to approve (i) the sale,
exchange or other transfer of all or a substantial part of the assets of the
Partnership; (ii) any transactions in which the General Partners have an actual
or potential conflict of interest with the Limited Partners or the Partnership;
and (iii) any amendment to the Partnership Agreement, including any provision
that may restrict sales of properties to Partnership sponsors. The Consent
Solicitation Statement expressly provides that the consents being solicited by
the General Partners authorize the General Partners, subject to the approval of
a majority in interest of the unaffiliated Limited 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. However, in light of the allegations contained in the
Complaint that the transactions are prohibited by the Partnership Agreement, the
General Partners hereby clarify that the actions that may be taken by them to
complete the Sales and the Plan of Liquidation obviously include the adoption of
any amendments to the Partnership Agreement that may be required so that the
Sales and Plan of Liquidation are in all respects compliant with the provisions
of the Partnership Agreement and that the Limited Partners, by consenting to the
Proposals outlined in the Consent Statement, expressly authorize the General
Partners to adopt any such amendments.
The Defendants intend to defend the lawsuit vigorously and to proceed
with the proposed Sales and Plan of Liquidation, subject to the approval of a
majority-in-interest of the unaffiliated Limited Partners. Limited Partners who
have not already done so, are urged to complete, sign, date and return promptly
the enclosed consent card.
<PAGE> 5
FINANCIAL STATEMENTS
The financial information contained in the Partnership's Form 10-KSB/A
for the year ended December 31, 1998 and the Partnership's Form 10-QSB for the
quarter ended March 31, 1999 identified in "Incorporation of Certain Documents
By Reference" below is incorporated herein by reference.
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/A for the year
ended December 31, 1998, as filed with the Commission on May
6, 1999;
(ii) Item 7, "Financial Statements" contained in the Partnership's
Annual Report on Form 10-KSB/A for the year ended December 31,
1998, as filed with the Commission on May 6, 1999;
(iii) 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, 1999; and
(iv) Item 1, "Financial Statements" contained in the Partnership's
Form 10-QSB Quarterly Report for the quarter ended March 31,
1999.
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 Supplement 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 Supplement is delivered upon written or oral
request. Requests should be made to: Windsor Park Properties 4 -- Investor
Relations, 6160 South Syracuse Way, Greenwood Village, Colorado 80111.
<PAGE> 6
