Supplement No. 1
to
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:
|_| Preliminary proxy statement |_| Confidential, For Use of the
| | Definitive proxy statement Commission Only (as permitted by
|X| Definitive additional materials Rule 14a-6(e)(2))
|_| 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:
<PAGE>
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
