<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
-----------------------------
STAMFORD TOWERS LIMITED PARTNERSHIP
a Delaware Limited Partnership
(Name of Subject Company)
STEELE HILL PARTNERS L.L.C.
AP-GP PROM PARTNERS INC.
(Bidders)
DEPOSITARY UNITS
(representing assignments of limited partnership interests)
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
-----------------------------
Michael L. Ashner Copy to:
Steele Hill Partners L.L.C. Mark I. Fisher
100 Jericho Quadrangle, Suite 214 Rosenman & Colin LLP
Jericho, New York 11735-2717 575 Madison Avenue
(516) 822-0022 New York, New York 10022-2585
(212) 940-8877
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
Calculation of Filing Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Transaction Amount of
Valuation* Filing Fee
----------- ----------
<S> <C>
$3,473,000 $694.60
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</TABLE>
*For purposes of calculating the filing fee only. This amount assumes
the purchase of 2,300,000 Depositary Units ("Units") of the subject company for
$1.51 per Unit in cash.
[x] 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 date
of its filing.
Amount previously paid: $694.60 Filing Party: Steele Hill Partners
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L.L.C.
------
Form or registration no.: Schedule 14D-1 Date Filed: February 14, 1997
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(continued on following pages)
(Page 1 of 6 Pages)
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Page 2 of 6
CUSIP No.: None 14D-1
----
- ------------------------------------------------------------------
1.Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Steele Hill Partners L.L.C.
- ------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------
4. Sources of Funds (See Instructions)
AF; WC
- ------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
[ ]
- ------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
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7. Aggregate Amount Beneficially Owned by Each Reporting
Person
200
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8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
- ------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
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10. Type of Reporting Person (See Instructions)
00
<PAGE> 3
Page 3 of 6
CUSIP No.: None 14D-1
----
- ------------------------------------------------------------------
1.Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AP-GP Prom Partners Inc.
- ------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
- ------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------
4. Sources of Funds (See Instructions)
N/A
- ------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f)
[ ]
- ------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- ------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
200 Units*
- ------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
[ ]
- ------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
- ------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
CO
__________________________________
* Represents Units owned by Steele Hill Partners L.L.C.
<PAGE> 4
AMENDMENT NO. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
filed with the Commission on February 14, 1997 by Steele Hill Partners L.L.C, a
Delaware limited liability company (the "Purchaser"), relating to the tender
offer by the Purchaser to purchase up to 2,300,000 of the outstanding
Depositary Units ("Units") representing assignments of limited partnership
interests of Stamford Towers Limited Partnership, a Delaware limited
partnership (the "Partnership"), at a purchase price (the "Purchase Price")
equal to $1.51 per Unit, less the amount of any distributions declared or made
with respect to the Units between February 14, 1997 (the "Offer Date") and the
date of payment of the Purchase Price by the Purchaser, net to the seller in
cash, without interest, upon the terms set forth in the Offer to Purchase dated
February 14, 1997 (the "Offer to Purchase") and in the related Letter of
Transmittal, as each may be supplemented or amended from time to time (which
together constitute the "Offer"), to inclue the information set forth below.
Terms not otherwise defined herein shall have the meaning ascribed to them in
the Offer to Purchase.
Item 10. Additional Information.
Item 10(f) is hereby supplemented as follows:
The information set forth in the letter to Unitholders
attached hereto as Exhibit (a)(4) is incorporated by
reference herein.
Item 11. Materials to be Filed as Exhibits.
Item 11 is hereby supplemented by adding the following, a
copy of which is attached hereto as Exhibit:
99.(a)(4) Letter to Unitholders.
<PAGE> 5
Signatures
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.
Dated: March 4, 1997
STEELE HILL PARTNERS L.L.C.
By: AP-GP Prom Partners Inc.,
its Managing Partner
By: /s/ Michael L. Ashner
----------------------------
Name: Michael L. Ashner
Title: Vice-President
<PAGE> 6
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.(a)(4) Letter to Unitholders
</TABLE>
<PAGE> 1
EXHIBIT 99.(a)(4)
STEELE HILL PARTNERS L.L.C.
February 24, 1997
Dear Unitholder:
You may be receiving shortly a letter from the General Partner
of Stamford Towers Limited Partnership recommending that you reject our offer
as inadequate. In making your decision, we wish to direct your attention to
the following:
o According to the General Partner, the value of a Unit in the
Partnership has increased from $2.37 to $3.82 in one year. For this
to be true, the Partnership's real estate would have had to increase
by 41% alone!!!
o By its own admission, the General Partner's valuation does not
consider liquidation costs, which could reduce liquidation proceeds to
you by up to $.20 per Unit.
o While it is true that a sale would preclude an investor from any
future Partnership distributions, ask yourself what distributions, if
any, has the Partnership ever made to you.
o In making its recommendation, the General Partner has admitted that it
has a conflict of interest as a result of its right to receive
compensation, fees and other distributions from the Partnership.
o The General Partner neglects to inform you that the tax benefits
associated with sale could be as high as $3.59 per Unit, increasing
the 1997 total benefits to a selling Unitholder to $5.10 per Unit.
o The General Partner cannot and will not give any timetable as to the
sale of the Partnership's properties or the resumption of
distributions. One year, three years, five years - who knows?
Accepting our offer will provide you with cash now and tax benefits
this year.
o The Steele Hill offer is net of all commissions and transaction costs
which will be paid by Steele Hill.
o The Steele Hill offer represents a 32% premium over the most recent
weighted average selling price for Units in the limited secondary
market.
To tender your Units, mail an executed copy of the Letter of
Transmittal, a copy of which is enclosed, and any documents required to The
Herman Group, Inc. using the enclosed pre-addressed, postage paid envelope to:
The Information Agent and Depository for the Offer is:
THE HERMAN GR0UP INC.
2121 San Jacinto Street
26th Floor
Dallas, Texas 75201
or
Call Toll-Free (800) 992-6172
