"Promptly upon receiving the consents
of the WPP4 unitholders holding a
majority in interest of the units, WPP4
will proceed with the proposed Sales
and Plan of Liquidation resulting in cash
distributions to the unitholders of
approximately $43 per unit."
The Windsor Corporation
6160 South Syracuse Way
Greenwood Village, CO 80111
VERY IMPORTANT NOTICE
PLEASE READ AND RESPOND IMMEDIATELY
May 7, 1999
Re: Windsor Park Properties 4 ("WPP4") Consent Solicitation Statement;
Proposed Sales and Plan of Liquidation
Dear WPP4 Unitholder:
In response to many, many unitholders' requests, we have worked
diligently over the last 18 months to be in a position to wrap up Windsor Park
Properties 4 and make final distributions to unitholders. Today, I am very
pleased to announce that the Managing General Partner of WPP4 has been able to
restructure one of its managed entities (N' Tandem Trust, a real estate
investment trust) to allow it to immediately acquire the ownership interests
remaining in WPP4 for cash, which will enable WPP4 to proceed with a plan of
liquidation whereby unitholders will receive liquidating distributions of
approximately $43 per unit (the "Sales and the Plan of Liquidation").
However, in order to proceed with the Sales and the Plan of
Liquidation, unitholders holding a majority in interest of WPP4 units must
consent to the transaction by marking the enclosed consent cards to consent to
the Sales and the Plan of Liquidation.
Promptly upon receiving the consents of the WPP4 unitholders holding a
majority in interest of the units, WPP4 will proceed with the proposed Sales and
Plan of Liquidation.
FAILURE TO CONSENT AND/OR AN ABSTENTION COUNT AS "NO" VOTES. PLEASE
MAKE YOUR DESIRES COUNT AND "CONSENT" TO THE PROPOSED TRANSACTION.
One of our challenges in liquidating WPP4 has been the nature of the
ownership interests held by WPP4. Six of the seven assets held by WPP4 were in
the form of a joint venture or partial ownership interest, meaning one or more
other Windsor limited partnerships also owns a percentage of the property. This
has significantly impaired the marketability of the assets, as most outside
parties would require a substantial discount to purchase a minority interest in
a property. We have worked closely with N' Tandem to prepare a structure that
would provide to the WPP4 unitholders with substantial benefits.
<PAGE>
In approving the Sales and Plan of Liquidation the General Partners
considered the following positive factors and benefits to unitholders:
o The Properties in which the Partnership holds ownership interests have
been independently appraised by appraisers certified by the Appraisal
Institute;
o N' Tandem is willing to purchase all of the Partnership's assets and is
paying the full Appraised Value for the Partnership's assets, without a
discount for the fact that the Partnership owns only a minority
ownership interest in the majority of the Properties;
o The aggregate net purchase price of $8,478,950 being paid by N' Tandem
exceeds $5,238,500, the net book value of the Partnership's assets, by
$3,314,650;
o Due to N' Tandem's familiarity with the Partnership's assets, it is
willing to purchase the Partnership's assets "as-is," and without
representations and warranties from the Partnership;
o Because N' Tandem is buying the Partnership's assets in a single
transaction, and is buying such assets 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 unitholders;
o The estimated net liquidating proceeds payable in connection with the
Sales ($43.36 per Unit) are substantially higher than those offered to
Limited Partners on February 1, 1999 in connection with a tender offer
for up to 4.9% of the Partnership's outstanding Units made by Everest
Investors 9, LLC, a party unaffiliated with the Partnership, N' Tandem
or Chateau, in the amount of $30 per Unit;
o The Sales do not involve any brokerage commissions 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 properties); and
o The Sales are subject to the approval of unitholders holding not less
than a majority of the issued and outstanding Units.
WE URGE YOU TO TAKE THE TIME TO READ THE ENCLOSED CONSENT SOLICITATION
STATEMENT WHICH DESCRIBES IN SUBSTANTIAL DETAIL THE PROPOSED SALES AND THE PLAN
OF LIQUIDATION, AND RETURN YOUR BLUE CONSENT CARD IN THE PREPAID ENVELOPE
PROVIDED. MAKE YOUR WISHES COUNT BY CONSENTING TO THE SALES AND THE PLAN OF
LIQUIDATION. PLEASE REMEMBER, FAILURE TO CONSENT AND/OR AN ABSTENTION COUNT AS
"NO" VOTES. THIS IS YOUR OPPORTUNITY TO LIQUIDATE YOUR INVESTMENT IN THE UNITS
FOR CASH.
SHOULD YOU HAVE ANY QUESTIONS ABOUT THE PROPOSALS, PLEASE DO NOT
HESITATE TO CALL ARLEN CAPITAL, THE FIRM'S ADMINISTRATIVE AGENT IN CONNECTION
WITH THE PROPOSALS, AT (800) 553-4039.
Very truly yours,
Steven G. Waite
President
Enclosures
