WINDSOR PARK PROPERTIES 4 CONSENT SOLICITATION STATEMENT
QUESTIONS & ANSWERS
1. Q. I DON'T WANT TO READ ALL THIS STUFF -- CAN YOU JUST TELL ME
WHAT I'M VOTING ON?
A. Two Proposals are being proposed in this Consent Solicitation
Statement for approval of the Limited Partners.
Approval of the Proposals will permit the General Partners to
proceed to sell its six partial Ownership Interests in
properties and its single remaining wholly owned property to
N'Tandem, an affiliate of the Partnership, and make
liquidating distributions of approximately $43 per Unit to the
Limited Partners.
2. Q. WHAT HAPPENS IF THIS IS APPROVED?
A. See Answer 1 above.
3. Q. WHAT HAPPENS IF THIS IS NOT APPROVED?
A. If holders of a majority of Units fail to consent to the
Proposals, it is expected that the General Partners will
proceed to attempt to sell the Ownership Interests and
remaining Property to unaffiliated third parties. The General
Partners anticipate that selling such interests and winding
up the Partnership would take at least one year and probably
longer. Additionally, the General Partners believe it is
likely that the prices paid by such third parties would be
substantially discounted due to the fact that the Partnership
owns only partial interests in six of the seven properties it
has interests in, and that such sales are also likely to
involve the payment of brokerage fees, thereby reducing
liquidating distributions to Limited Partners.
4. Q. HOW MUCH ARE YOU GOING TO PAY FOR MY UNITS?
A. No one is actually buying your Units in the proposed
transaction. N'Tandem has agreed to buy all of the remaining
assets of the Partnership, based upon the Appraised Values for
the assets. The Partnership will then pay off its remaining
liabilities and make final distributions to the Limited
Partners. The General Partners estimate that the final
distributions on the Units will be approximately $43 per Unit.
5. Q. WHAT DOES IT MEAN TO LIQUIDATE THE PARTNERSHIP?
A. All partnerships are finite-life entities, which means that
they are created to conduct business for a specified amount of
time, which is known as the partnership term. Following the
end of the term, the general partners of a partnership
typically proceed to sell all of the partnership's assets,
which is known as a liquidation, and to make liquidating or
final distributions of cash to its partners.
6. Q. WHEN WILL I GET PAID?
A. It is expected that the Sales will take place within 15 days
of the Unitholders' consenting to the Proposals, and that
liquidating distributions will be paid to the Unitholders
within 30 days of the Sales. If the Unitholders consent by the
specified consent date, it is expected that final
distributions will be paid to Unitholders in August.
7. Q. WHAT RISKS ARE INVOLVED?
A. Risk factors relating to the Proposals are set forth on pages
15 and 16 of the Consent Solicitation Statement and pages 4
and 5 in the Summary.
While the General Partners believe that it is important for
the Unitholders to be aware of these, they note that they
considered such risk factors in making their recommendation
that the Unitholders vote for the Proposals, and that they
concluded that the potential benefits of adopting the
Proposals outweighed the potential risks.
See also Answer 11 below.
8. Q. WHAT OTHER OPTIONS DO I HAVE?
A. As a practical matter, you only have a couple of options.
First, you can consent to, withhold consent to, or abstain
with respect to, the Proposals. If the holders of a majority
of the Units consent to the Sales and the Plan of Liquidation,
the General Partners will proceed with a liquidation of the
Partnership and make liquidating distributions to the
Unitholders estimated to be approximately $43 per Unit.
If holders of a majority of Units fail to consent to the
Proposals, it is expected that the General Partners will
proceed to attempt to sell the Ownership Interests and
remaining Property to unaffiliated third parties. The General
Partners anticipate that selling such interests and winding up
the Partnership would take at least one year and probably
longer. Additionally, the General Partners believe it is
likely that the price paid by such third parties would be
substantially discounted due to the fact that the Partnership
owns only partial interests in six of the seven properties it
has interests in, and that such sales are also likely to
involve the payment of brokerage fees, thereby reducing
liquidating distributions to Limited Partners.
Lastly, you can try to sell your Units in the Partnership.
Unfortunately, no established trading market for the Units
exists. Given the limited trading activity and limited demand
for the Units, and recent sales prices of which we are aware,
we don't think that's a very attractive option.
9. Q. WHAT IF I DON'T DO ANYTHING PERSONALLY, AM I BOUND BY THE
RESULTS OF THE SOLICITATION?
A. If you don't do anything, you will be considered to have
abstained from consenting to the Proposals, which has the same
effect as withholding consent to them. In doing so, you are
effectively leaving the decision to consent or not consent to
the Proposals in the hands of the other Unitholders, but as a
Unitholder you will be bound by the results of the
Solicitation regardless of whether you send in your card.
10. Q. WHAT HAPPENED TO MY INITIAL INVESTMENT OF $100? WHY AM I
GETTING LESS THAN THIS AMOUNT NOW?
A. Total distributions to the Limited Partners since the
Partnership's inception have amounted to approximately $74.29
per Unit. As you may recall, in 1993 the Partnership sold
various properties and distributed the proceeds. Final
liquidating distributions to Limited Partners if the Sales are
approved are estimated to be approximately $43.36 per Unit,
giving total distributions to Limited Partners of $117.66 per
Unit, versus an initial investment of $100 per Unit.
11. Q. WHY HASN'T A FAIRNESS OPINION BEEN SOUGHT? WHY WASN'T AN
INDEPENDENT REPRESENTATIVE APPOINTED? WHY WEREN'T THE
APPRAISALS UPDATED? WHAT ABOUT ALL OF THESE RISK FACTORS AND
NEGATIVE FACTORS DESCRIBED IN THE CONSENT SOLICITATION
STATEMENT? HOW CAN THE PROPOSED TRANSACTION BE FAIR GIVEN
THESE FACTORS?
A. The General Partners considered both positive and negative
factors (all of which are described on pages 20 through 23 of
the Consent Solicitation Statement) in reaching their
determination that the Sales and the Plan of Liquidation are
fair to the Limited Partners from both a financial point of
view and from a procedural point of view.
In reaching their determination that the Proposals are fair to
the Limited Partners from a procedural point of view, the
General Partners concluded that the approval of the
transaction by the Limited Partners was sufficient to insure
that procedural fairness has been preserved for the Limited
Partners.
The General Partners also believed that the potentially
negative factors influencing procedural fairness were in each
case mitigated by other factors or considerations, including
the following:
o although the Managing General Partner and the Purchaser are
under common control, the General Partners concluded that the
common control allowed N' Tandem to offer deal terms that they
believed would not be available from third parties;
o involvement in the transaction of independent or disinterested
third parties to negotiate on behalf of the Limited Partners
would have added to the cost of the overall transaction
without necessarily providing any additional benefits to the
Limited Partners;
o obtaining a fairness opinion would be duplicative of the
Appraisals that were obtained in the transaction, and would
have involved the payment of a significant fee;
o the General Partners believe that no material changes have
occurred in the Properties or in the conditions of the market
for manufactured home communities since the Appraisal dates
that would result in higher values for the Properties; and
o the General Partners believed that marketing the partial
Ownership Interests would have resulted in lower net proceeds
and would have delayed the distribution of liquidating
proceeds to the Limited Partners.
12. Q. WHEN WAS THE LAST APPRAISAL? WHY WEREN'T NEW APPRAISALS DONE?
A. The Properties were last appraised in November and December of
1997. The Appraisals were not updated because of the Managing
General Partner's belief that (i) the Appraisals continue to
reflect the fair market value of the Properties, (ii) no
significant events have occurred since that time which would
cause the Appraised Values to be different, and (iii) no
material developments have occurred that would cause the
values of the Properties to be different than the Appraised
Values.
13. Q. WILL I BE RECEIVING FUTURE DISTRIBUTIONS?
A. No. The purpose of the liquidating distributions following the
Sales is to distribute out to the Partners all cash remaining
in the Partnership after payment of the Partnership's
remaining liabilities. Accordingly, once such distributions
are made, there will be no further distributions by the
Partnership.
14. Q. WHY IS N'TANDEM PAYING OVER $8.4 MILLION WHEN THE NET BOOK
VALUE OF THE PARTNERSHIP'S ASSETS IS JUST OVER $5.2 MILLION.
A. The purchases prices for the Ownership Interests and Property
are based upon the Appraised Values of the Properties, which
in this case exceeds their Net Book Value.
15. Q. INSTEAD OF CASH, CAN I GET STOCK IN N'TANDEM?
A. No. When the General Partners structured the transaction they
structured it so that all of the Unitholders would receive
cash. They did so because they believed that the Unitholders
would want cash, rather than other securities. Of course, if
you want, you can always use your cash proceeds to buy shares
in N'Tandem.
16. Q. WHY IS N'TANDEM WILLING TO BUY THE PROPERTIES "AS-IS", WITHOUT
REPRESENTATIONS AND WARRANTIES.
A. The principal reason N' Tandem is willing to purchase the
Properties "as-is" and without representations and warranties
is because of N'Tandem's familiarity with the Properties due
to the fact that The Windsor Corporation, which is the
Managing General Partner of the Partnership, is also the
Advisor to N' Tandem.
17. Q. WERE ANY OTHER THIRD PARTY OFFERS CONSIDERED?
A. No third parties made offers with respect to the Ownership
Interests or Property that were equal to the prices being paid
by N'Tandem, other then with respect to the Harmony Ranch
Property. The Partnership entered into a letter of intent with
a third party buyer, but the buyer backed out as a result of
flooding that occurred at the Property prior to closing. The
net purchase price offered by such party was the same as the
purchase price being paid by N' Tandem. Details of the offer
are described on page 17 of the Consent Solicitation
Statement.
Q. WHAT ARE THE ADVANTAGES/DISADVANTAGES TO ME IF THIS IS
APPROVED?
A. The principal advantage to Unitholders if the Sales and the
Plan of Liquidation are approved is that they will receive
liquidating distributions of approximately $43 per Unit
promptly following approval of the Proposals and that they
will no longer be subject to the risks inherent in their
investment in the Partnership.
The Sales and the Plan of Liquidation also provide the Limited
Partners with the following benefits and advantages:
o N' Tandem is willing to purchase all of the Ownership
Interests and is paying the full Appraised Value for the
Ownership Interests, without a discount for the fact that the
Partnership owns only a minority ownership interest in the
majority of the Properties, something the General Partners
believe most third parties would be unwilling to do;
o 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;
o Because N' Tandem is buying the Ownership Interests in a
single transaction, and is buying such Ownership Interests
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;
o The Sales do not involve any brokerage fees payable by the
Partnership, resulting in a savings to the Partnership
estimated to be between $356,153 and $712,306 (based upon
brokerage fees of 3% to 6% typically paid by sellers of real
properties).
The principal disadvantages to the Limited Partners of the Sales
and the Plan of Liquidation are that (i) the Sales and the Plan of
Liquidation are subject to the risk factors identified in the
Consent Solicitation Statement, (ii) that the Limited Partners
will no longer receive the benefits of their investment in the
Partnership (such as continuing distributions) and (iii) that the
Sales and Plan of Liquidation are likely to result in taxable gain
to Unitholders in an amount of $4.23 per Unit.
Q. WHY ARE THE GENERAL PARTNERS PROPOSING THE SALES AND THE PLAN
OF LIQUIDATION? HOW DO THEY BENEFIT THE GENERAL PARTNERS?
A. The term of the Partnership expired in December 1997.
Accordingly, the General Partners were required to develop a
plan of liquidation for the Partnership's assets or extend the
Partnership term. After considering the limited number of
alternatives available to the Partnership, the General
Partners determined that it was in the best interests of the
Unitholders to sell the Ownership Interests and Properties to
N' Tandem, an affiliate of the Partnership. However, in order
to proceed with the Sales, N'Tandem needed it shareholders to
approve the amendment of its Declaration of Trust which
occurred in late October of last year.
If the Sales and the Plan of Liquidation are approved, the
General Partners will receive 1% of the liquidating proceeds.
Additionally, they will receive certain other benefits and
fees, all of which are described on page 14 of the Consent
Solicitation Statement.
18. Q. WHAT ARE THE COSTS INVOLVED IN PROCEEDING WITH THE SALES AND
THE PLAN OF LIQUIDATION?
A. The General Partners have estimated the costs in connection
with the Consent Solicitation and the Sales and the Plan of
Liquidation to be approximately $269,000. Most of these costs
relate to work which will already have been done for the
Partnership at the time of the mailing of the Consent
Solicitation Statement. Accordingly, they will be incurred by
the Partnership regardless of whether the Proposals are
adopted. A breakdown of these expenses and calculations
relating to the estimate of liquidating proceeds are set forth
on page 20 of the Consent Solicitation Statement
19. Q. HOW DID CHATEAU AND N'TANDEM GET INVOLVED WITH THIS?
A. Chateau first came into contact with the Partnership in 1992,
when it began to supply on-site management services to the
Partnership, and certain affiliates of the Partnership, and in
September 1997, Chateau purchased all of the outstanding
capital stock of The Windsor Corporation, the Managing General
Partner of the Partnership. Chateau owns a 9.8% ownership
interest in N' Tandem.
20. Q. WHERE CAN I GET A COPY OF THE UNITHOLDERS' NAMES AND
ADDRESSES?
A. A list of names and addresses of Unitholders of the
Partnership is available to any Unitholder who makes a request
to the Partnership for the same. However, any recipient of a
Unitholder list will need to comply with federal and state
securities laws in connection with the use of the list.
21. Q. WHAT ARE MY TAX CONSEQUENCES?
A. The combined effect of the Sales and the liquidation of the
Partnership for Limited Partners who purchased Units in the
original offering of Units is expected to be a net taxable
gain to Limited Partners of approximately $4.23 per Unit.
22. Q. WHAT IS EACH OF MY UNITS WORTH TODAY?
A. There is no established trading market for the Units, which
makes it tough to come up with a market value for the Units.
23. Q. HOW MUCH HAVE I RECEIVED IN DISTRIBUTIONS TO DATE?
A. Since the organization of the Partnership, total distributions
to Limited Partners have amounted to approximately
$14,506,800.00 (or an average of approximately $74.29 per
Unit). If the Sales are completed, total distributions to
Limited Partners will amount to approximately $22,974,419 (or
an average of approximately $117.66 per Unit), compared to an
initial purchase price for each Unit of $100.00.
Your actual past distributions on the Units will depend upon
how long you have held such Units. Distributions by the
Partnership in the past five years are set forth on page 12 of
the Consent Solicitation Statement.
24. Q. HOW CAN I DISPOSE OF MY UNITS NOW (OR LATER)?
A. As you are probably aware, a formal trading market for the
Units does not exist. If the Proposals are approved,
liquidating distributions (of approximately $43 per unit) will
be paid to Unitholders, the Partnership will be liquidated and
dissolved, and the Units will cease to exist.
25. Q. WHAT DO YOU THINK I SHOULD DO?
A. The General Partners believe that the Sales and the Plan of
Liquidation are in the best interests of the Limited Partners,
and have recommended that Limited Partners consent to the
Proposals.
In addition, the General Partners have stated that they
believe that the terms of the Sales are fair to the Limited
Partners from a financial point of view and from a procedural
point of view.
The reasons for their recommending that the Limited Partners
consent to the Sales and the Plan of Liquidation and their
reasons for their belief that the Sales and the Plan of
Liquidation are fair to the Limited Partners, are set forth in
substantial detail on pages 20 through 23 of the Consent
Solicitation Statement under the caption "Fairness of the
Transaction; Recommendation of the General Partners." See
also, Answer 17 above.
26. Q. WHAT ARE THE RESULTS SO FAR / HOW CLOSE IS THE VOTE?
A. Under the SEC Proxy Rules, it's a violation for anyone to make
a prediction about the results of any solicitation, so we
can't really answer your question. What we can tell you
however, is that the Unitholders we have heard from have been
overwhelmingly positive, and that between ____% and ___% of
all consent cards received have been from Unitholders who have
consented to the Proposals The Partnership Agreement requires
that a majority of the holders of Units consent to the
Proposals. Accordingly, every consent counts, and we urge you
to send in your consent cards as soon as possible.
27. Q. THE UNITS ARE IN MY HUSBAND'S AND MY NAME -- HE DIED LAST YEAR
-- WHAT DO I DO?
A. The Partnership's attorneys have advised us that generally the
beneficiary of the Units under your husband's will has the
right to consent with respect to the Units on your husband's
behalf if the estate has been fully probated. If not, the
Executor or Executrix should be able to consent with respect
to the Units on your husband's behalf. We would urge you,
however, to call the lawyer who handled your husband's estate,
to address your particular situation.
28. Q. I hold these Units in my IRA -- who needs to sign in order for
the consent to be valid?
A. You need to speak to your IRA Custodian or Trustee. They will
either execute the consent with respect to the Units for you,
or direct you to sign the consent with respect to the Units
yourself.
29. Q. WHAT ADDITIONAL PAPERWORK DO YOU NEED FOR MY CONSENT TO BE
VALID?
A. If the Units are solely in your name, the only thing you need
to do is to fully fill out the consent card, sign and date it
and enclose it in the pre-paid, pre-addressed envelope and
mail or federal express the envelope to Arlen Capital LLC, the
Partnership's Solicitation Agent with respect to the
Proposals, for receipt by them no later than June 17, 1999.
If the Units are in multiple names, all Unitholders need to
sign the consent card. Additionally, if someone other than the
person who is the Unitholder of record is signing on behalf of
such person, then we need evidence of the signing person's
authority to do so, such as a copy of Power-of-Attorney, or
letter of administration.
30. Q. HOW MANY UNITS DO I OWN?
A. The records supplied to us by the Partnership's transfer agent
show you as owning [number] Units as of the record date.
31. Q. WHAT TOOK SO LONG? WHAT ABOUT THE RELATED PARTY ASPECTS OF
THE TRANSACTION?
A. The fact that the Partnership owns only a non-controlling
partial ownership interest in six of the seven properties in
which it has an ownership interest made it difficult for the
Managing General Partner to find willing third-party buyers.
After reviewing the alternatives, the General Partners
determined that the best course of action was to wait for
N' Tandem to complete its restructuring and then sell the
Ownership Interests and remaining Property to N' Tandem.
Fortunately, because of N' Tandem's familiarity with the
Properties, and The Windsor Corporation, N' Tandem is willing
to purchase the Ownership Interests for their full value
based on the Appraisals, without representations and
warranties from the Partnership, and without a discount
for the fact that it is purchasing non-controlling partial
ownership interests, something that the General Partners
believe that few, if any, unaffiliated third parties would be
willing to do.
