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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934)
Windsor Park Properties 5,
A California Limited Partnership
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(Name of Issuer)
N'Tandem Trust
Chateau Communities, Inc.
Windsor Park Properties 5,
A California Limited Partnership
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(Name of Person(s) Filing Statement)
Units of Limited Partner Interest
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(Title of Class of Securities)
N/A
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(CUSIP Number of Class of Securities)
Steven G. Waite
The Windsor Corporation
6160 South Syracuse Way
Greenwood Village, Colorado 80111
303-741-3707
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(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.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166-0153
(212) 878-8000
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This Statement is filed in connection with (check the appropriate box):
a. [_] 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. [X] 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: [_]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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<S> <C>
$9,017,000 $1,803
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[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 the date of its filing.
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<S> <C>
Amount previously paid: $1,803 Filing party: Windsor Park Properties 5, A
California Limited Partnership
Form or registration no.: Schedule 14A Date Filed: September 1, 2000
</TABLE>
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This Amendment No. 3 to the Transaction Statement on Schedule 13E-3 is
being filed as the Final Amendment to the Schedule 13E-3 of Windsor Park
Properties 5, A California Limited Partnership (the "Partnership"), N'Tandem
Trust and Chateau Communities, Inc., originally filed with the Securities and
Exchange Commission on September 1, 2000, as amended through October 17, 2000
and hereby (the "Schedule 13E-3"), relating to (i) the proposed sale of the
Partnership's two wholly-owned properties and its partial ownership interests in
five other properties (the "Sales") to N'Tandem Properties, L.P., a Delaware
limited partnership and a subsidiary of N'Tandem Trust, and the proposed
liquidation of the Partnership pursuant to a plan of liquidation (the "Plan of
Liquidation") following such Sales, and (ii) the related solicitation (the
"Solicitation") of limited partners of the Partnership (the "Limited Partners"),
pursuant to a Consent Solicitation Statement, dated September 27, 2000.
Capitalized terms not defined herein have the meanings ascribed to them in the
Schedule 13E-3.
The purpose of this Amendment is to report the results of the
Solicitation and the consummation of the Sales which occurred on December 7,
2000.
The Partnership hereby reports the following results of the
Solicitation as of the close of the Solicitation Period: (i) Limited Partners
holding 147,178 Units, representing 63.8% of all issued and outstanding Units,
returned consent forms, (ii) Limited Partners holding 96.6% of all Units for
which consent forms were received consented to the Sales; (iii) Limited Partners
holding 96.6% of all Units for which consent forms were received consented to
the Plan of Liquidation, (iv) Limited Partners holding 2.8% of all Units for
which consent forms were received withheld their consent to the Sales,
(v) Limited Partners holding 2.8% of all Units for which consent forms were
received withheld their consent to the Plan of Liquidation, (vi) Limited
Partners holding 0.6% of all Units for which consent forms were received
abstained from consenting to the Sales, and (vii) Limited Partners holding 0.6%
of all Units for which consent forms were received abstained from consenting to
the Plan of Liquidation. Accordingly, the Limited Partners have consented to and
approved the Sales and Plan of Liquidation.
A closing with respect to the Sales was held on December 7, 2000,
resulting in net proceeds to the Partnership from the Sales of approximately
$5,586,600. The aggregate purchase price paid by N'Tandem Trust for the
Properties was $9,017,000, which included the net proceeds payable to the
Partnership as well as $3,333,400 for the repayment of debt of the Partnership
attributable to the Properties and applicable closing costs.
Pursuant to the Plan of Liquidation, The Windsor Corporation, the
Managing General Partner of the Partnership, is currently in the process of
liquidating and dissolving the Partnership.
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Item 16. Materials to be Filed as Exhibits.
(a) Consent Solicitation Statement and related proxy materials*
(b)(1) Revolving Line of Credit Agreement, dated November 16, 1999,
among N'Tandem Trust, CP Limited Partnership and U.S. Bank N.A.
(b)(2) Revolving Promissory Note, dated as of November 16, 1999
(b)(3) Loan and Partial Release Agreement, dated as of December 1, 2000,
by and between N'Tandem Properties, L.P. and Anchor National Life
Insurance Company
(b)(4) Intercreditor and Subordination Agreement, dated as of December
1, 2000, by and among N'Tandem Properties, L.P., N'Tandem Trust,
Chateau Communities, Inc., CP Limited Partnership and Anchor
National Life Insurance Company
(b)(5) Guaranty Agreement, dated as of December 1, 2000, by and between
N'Tandem Trust and Anchor National Life Insurance Company
(b)(6) Promissory Note for Carefree Village, dated December 1, 2000
(b)(7) Promissory Note for Garden Walk, dated December 1, 2000
(b)(8) Promissory Note for Heritage Point, dated December 1, 2000
(b)(9) Promissory Note for Kings & Queens, dated December 1, 2000
(b)(10) Promissory Note for Lakeside, dated December 1, 2000
(b)(11) Promissory Note for Long Lake, dated December 1, 2000
(b)(12) Promissory Note for Lucerne Lakeside, dated December 1, 2000
(b)(13) Promissory Note for North Glen, dated December 1, 2000
(b)(14) Promissory Note for Plantation Estates, dated December 1, 2000
(b)(15) Promissory Note for The Hills, dated December 1, 2000
(b)(16) Promissory Note for Town & Country Estates, dated December 1,
2000
(b)(17) Promissory Note for Village Glen, dated December 1, 2000
(b)(18) Promissory Note for Winter Haven, dated December 1, 2000
(b)(19) Unsecured Promissory Note, dated December 7, 2000, from N'Tandem
Trust to CP Limited Partnership
(c)(1) Appraisals of Whitcomb Real Estate**
(A) Lakeside
(B) Plantation Estates
(C) Town & Country Estates
4
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(D) Rancho Margate
(E) Winter Haven
(F) Apache East/Denali Park Estates
(c)(2) Fairness Opinion of Legg Mason Wood Walker, Incorporated*
(c)(3) Presentation materials of Legg Mason Wood Walker, Incorporated
relating to their Fairness Opinion**
(c)(4) Valuation Report of Whitcomb Real Estate**
(c)(5) Report of Wolf Haldenstein Adler Freeman & Herz LLP, independent
special counsel to the Limited Partners*
4 Agreement of Limited Partnership of the Partnership**
23.1 Consent of Whitcomb Real Estate**
23.2 Consent of Legg Mason Wood Walker, Incorporated**
23.3 Consent of Wolf Haldenstein Adler Freeman & Herz LLP**
23.4 Consent of PricewaterhouseCoopers LLP**
_____________________
* Incorporated by reference to the Consent Solicitation Statement,
including the Appendices thereto, and related proxy materials included
in the Partnership's Schedule 14A filed with the Commission on September
27, 2000 and October 17, 2000.
** Previously filed.
5
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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 5,
a California limited partnership
By: The Windsor Corporation,
General Partner
By: /s/ Steven G. Waite
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Name: Steven G. Waite
Title: President
Date: December 21, 2000
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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
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Name: Gary P. McDaniel
Title: Trustee
Date: December 21, 2000
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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
--------------------------
Name: Gary P. McDaniel
Title: Chief Executive Officer
Date: December 21, 2000
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(a) Consent Solicitation Statement and related proxy
materials*
(b)(1) Revolving Line of Credit Agreement, dated as of
November 16, 1999, among N'Tandem Trust, CP Limited
Partnership and U.S. Bank N.A.
(b)(2) Revolving Promissory Note, dated as of November 16,
1999
(b)(3) Loan and Partial Release Agreement, dated as of
December 1, 2000, by and between N'Tandem Properties,
L.P. and Anchor National Life Insurance Company
(b)(4) Intercreditor and Subordination Agreement, dated as
of December 1, 2000, by and among N'Tandem
Properties, L.P., N'Tandem Trust, Chateau
Communities, Inc., CP Limited Partnership and Anchor
National Life Insurance Company
(b)(5) Guaranty Agreement, dated as of December 1, 2000, by
and between N'Tandem Trust and Anchor National Life
Insurance Company
(b)(6) Promissory Note for Carefree Village, dated December
1, 2000
(b)(7) Promissory Note for Garden Walk, dated December 1,
2000
(b)(8) Promissory Note for Heritage Point, dated December 1,
2000
(b)(9) Promissory Note for Kings & Queens, dated December 1,
2000
(b)(10) Promissory Note for Lakeside, dated December 1, 2000
(b)(11) Promissory Note for Long Lake, dated December 1, 2000
(b)(12) Promissory Note for Lucerne Lakeside, dated December
1, 2000
(b)(13) Promissory Note for North Glen, dated December 1,
2000
(b)(14) Promissory Note for Plantation Estates, dated
December 1, 2000
(b)(15) Promissory Note for The Hills, dated December 1, 2000
(b)(16) Promissory Note for Town & Country Estates, dated
December 1, 2000
(b)(17) Promissory Note for Village Glen, dated December 1,
2000
(b)(18) Promissory Note for Winter Haven, dated December 1,
2000
(b)(19) Unsecured Promissory Note, dated December 7, 2000,
from N'Tandem Trust to CP Limited Partnership
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EXHIBIT NO. DESCRIPTION
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(c)(1) Appraisals of Whitcomb Real Estate**
(A) Lakeside
(B) Plantation Estates
(C) Town & Country Estates
(D) Rancho Margate
(E) Winter Haven
(F) Apache East/Denali Park Estates
(c)(2) Fairness Opinion of Legg Mason Wood Walker,
Incorporated*
(c)(3) Presentation materials of Legg Mason Wood Walker,
Incorporated relating to their Fairness Opinion**
(c)(4) Valuation Report of Whitcomb Real Estate**
(c)(5) Report of Wolf Haldenstein Adler Freeman & Herz LLP,
independent special counsel to the Limited Partners*
4 Agreement of Limited Partnership of the Partnership**
23.1 Consent of Whitcomb Real Estate**
23.2 Consent of Legg Mason Wood Walker, Incorporated**
23.3 Consent of Wolf Haldenstein Adler Freeman & Herz
LLP**
23.4 Consent of PricewaterhouseCoopers LLP**
_____________________
* Incorporated by reference to the Consent Solicitation Statement,
including the Appendices thereto, and related proxy materials included
in the Partnership's Schedule 14A filed with the Commission on September
27, 2000 and October 17, 2000.
** Previously filed.
