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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest event reported): December 7, 2000
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WINDSOR PARK PROPERTIES 5,
A California Limited Partnership
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(Exact Name of Registrant as Specified in its Declaration of Trust)
California 000-15699 33-0115651
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State or Other Jurisdiction (Commission (IRS Employer
of Incorporation or Organization) File Number) Identification Number)
6160 South Syracuse Way, Greenwood Village, Colorado 80111
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(Address of Principal Executive Offices, Including Zip Code)
(303) 741-3707
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(Registrant's Telephone Number, Including Area Code)
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Windsor Park Properties 5, A California Limited Partnership (the
"Partnership"), is pleased to report that (i) the proposals contained in its
Consent Solicitation Statement, dated September 27, 2000 (the "Consent
Statement"), were overwhelmingly approved and consented to by the limited
partners of the Partnership (the "Limited Partners") and (ii) the Partnership
closed on the Sales (as hereafter defined) on December 7, 2000. Capitalized
terms not defined herein have the meanings ascribed to them in the Consent
Statement.
In the Solicitation, the General Partners sought the consent of the Limited
Partners 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, a California business trust, and (ii) the proposed
liquidation of the Partnership pursuant to a plan of liquidation (the "Plan of
Liquidation") following the closing of such Sales. N'Tandem Trust and N'Tandem
Properties, L.P. are affiliates of the Partnership.
The results of the Solicitation as of the close of the solicitation period
were as follows: (i) Limited Partners holding 147,178 units of limited partner
interest in the Partnership ("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 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.
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.
The following information relating to the Sales and the Plan of Liquidation
is contained in the Partnership's definitive Schedule 14A, filed with the
Securities and Exchange Commission on September 27, 2000, which is hereby
incorporated by reference: (i) a description of the Partnership's Properties and
Ownership Interests and the manner of disposition thereof, (ii) the nature and
the amount of the consideration received therefor and the principles followed in
determining the amount of such consideration, (iii) the nature of the
relationship between the purchaser and the Partnership and its General Partners
and their respective affiliates and associates, and (iv) the nature of the
business in which the assets were used by the Partnership.
Item 7. Financial Statements and Exhibits
(10.1) Purchase and Sale Agreement, dated December 5, 2000, by and between
N'Tandem Properties, L.P., N'Tandem Trust and the Partnership.
(99.1) Schedule 14A of the Partnership filed with the Securities and
Exchange Commission on September 27, 2000 and incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 21, 2000 WINDSOR PARK PROPERTIES 5,
A California Limited Partnership
By: The Windsor Corporation, its General Partner
By: /s/ Steven G. Waite
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Steven G. Waite
President
