<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
SCHEDULE 13E-3
(Amendment No. 2)
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
(Name of Issuer)
N'Tandem Trust
Chateau Communities, Inc.
Windsor Park Properties 5,
A California Limited Partnership
(Name of Person(s) Filing Statement)
Units of Limited Partner Interest
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Steven G. Waite
The Windsor Corporation
6160 South Syracuse Way
Greenwood Village, Colorado 80111
303-741-3707
(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. [X] 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. [_] 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: [_]
Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
--------------------------------------------------------------------------------
$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 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.
Amount previously paid: Filing party: Windsor Park Properties 5, A
$1,803 California Limited
Partnership
Form or registration no.: Date Filed: September 1, 2000
Schedule 14A
2
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This Transaction Statement on Schedule 13E-3 relates to the proposed sale
of the assets of Windsor Park Properties 5, A California Limited Partnership
(the "Partnership"), pursuant to a plan of liquidation (the "Plan of
Liquidation") adopted by the general partners of the Partnership (the "General
Partners").
Pursuant to the Plan of Liquidation, the Partnership will sell its two
wholly-owned properties and its partial ownership interests in five other
properties (together, the "Properties") to N'Tandem Trust, an unincorporated
California business trust ("N'Tandem"), whose advisory company, The Windsor
Corporation, is also the managing general partner of the Partnership (the
"Managing General Partner"). Chateau Communities, Inc., which owns the Managing
General Partner, also holds 9.8% of the capital stock of N'Tandem.
In accordance with the Agreement of Limited Partnership of the Partnership
(the "Partnership Agreement"), the General Partners are seeking the consent of
the holders (the "Limited Partners") of units of limited partner interest (the
"Units") in the Partnership to the sale of assets (the "Sales") and the Plan of
Liquidation.
The Cross Reference Sheet below is furnished pursuant to General
Instruction F to Schedule 13E-3 and shows the location of the information
required to be included in response to the items of this Schedule 13E-3 in the
Consent Solicitation Statement (the "Consent Solicitation Statement") included
in the Partnership's Schedule 14A filed on September 27, 2000 by the Partnership
with the Securities and Exchange Commission (the "Commission") pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The information in the Consent Solicitation Statement is
incorporated into this Schedule 13E-3 by reference. The Consent Solicitation
Statement is incorporated by reference as Exhibit (d) to this Schedule 13E-3.
Capitalized terms not defined herein have the meanings ascribed to them in the
Consent Solicitation Statement.
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CROSS REFERENCE SHEET
Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
---------------------- --------------------------------
Item 1. Summary Term Sheet. SUMMARY TERM SHEET
Item 2. Subject Company Information.
(a) Cover Page. SUMMARY TERM SHEET - Sale
and Plan of Liquidation. SUMMARY -
Purpose of the Consent Solicitation;
Proposals 1 and 2.
(b) SUMMARY - Purpose of the Consent
Solicitation; Proposals 1 and 2.
CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Record Date;
Required Vote.
(c) SUMMARY - No Established Trading
Market For Units.
(d) SUMMARY - Historical Distributions.
(e) Not applicable.
(f) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Background of the
Proposed Transactions.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
---------------------- --------------------------------
Item 3. Identity and Background.
(a) - (c)(2) MATERIAL RISK FACTORS AND OTHER
CONSIDERATIONS - Conflicts of
Interest. DESCRIPTION OF THE PROPOSED
TRANSACTIONS -Information Concerning
N'Tandem and Chateau. APPENDIX B -
Information Concerning Officers and
Directors of the Managing General
Partner, N'Tandem and Chateau.
(c)(3) Not applicable.
(c)(4) Not applicable.
(c)(5) APPENDIX B - Information Concerning
Officers and Directors of the Managing
General Partner, N'Tandem and Chateau.
Item 4. Terms of the Transaction.
(a) DESCRIPTION OF THE PROPOSED
TRANSACTIONS.
(c) Not applicable.
(d) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - No Appraisal
or Dissenters' Rights.
(e) SPECIAL FACTORS - Independent
Representation of the Unaffiliated
Limited Partners.
(f) Not applicable.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
---------------------- --------------------------------
Item 5. Past Contacts, Transactions,
Negotiations or Agreements.
(a)(1) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Background of the
Proposed Transactions.
(2) Not applicable.
(b)-(c) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Background of the
Proposed Transactions, and - The
Purchase and Sale Agreement.
(e) Not applicable.
Item 6. Purposes of the Transaction and Plans
or Proposals.
(b) Not applicable.
(c)(1) - (8) DESCRIPTION OF THE PROPOSED
TRANSACTIONS.
Item 7. Purposes, Alternatives, Reasons and
Effects.
(a) - (c) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Purpose of the Consent
Solicitation; Proposals 1 and 2, and -
Background of the Proposed
Transactions. SPECIAL FACTORS -
Fairness of the Proposed Transactions;
Recommendation of the Proposed General
Partners, - Alternatives Considered,
and -N'Tandem and Chateau's Belief as
to the Fairness of the Proposed
Transactions; N'Tandem's and Chateau's
Reasons for Engaging in the Proposed
Transactions.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
---------------------- --------------------------------
(d) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Purpose of the Consent
Solicitation; Proposals 1 and 2, - The
Purchase and Sale Agreement, -
Estimate of Liquidating Distributions
Payable to Limited Partners, and -
Ownership of Properties by N'Tandem
Following Sales. SPECIAL FACTORS -
Fairness of the Proposed Transactions;
Recommendation of the General
Partners. FEDERAL INCOME TAX
CONSIDERATIONS.
Item 8. Fairness of the Transaction.
(a) - (b) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Background of the
Proposed Transactions. SPECIAL
FACTORS - Fairness of the Proposed
Transactions; Recommendation of the
General Partners, and - N'Tandem's and
Chateau's Belief as to the Fairness of
the Proposed Transactions; N'Tandem's
and Chateau's Reasons for Engaging in
the Proposed Transactions.
(c) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Record Date;
Required Vote.
(d) SPECIAL FACTORS - Fairness of the
Proposed Transactions; Recommendation
of the General Partners, - Fairness
Opinion and - Independent
Representation of the Unaffiliated
Limited Partners.
(e) Not applicable.
(f) SPECIAL FACTORS - Fairness of the
Proposed Transactions; Recommendation
of the General Partners.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
---------------------- --------------------------------
Item 9. Reports, Opinions, Appraisals
and Negotiations.
(a)-(c) SPECIAL FACTORS - Fairness Opinion, -
Independent Representation of the
Unaffiliated Limited Partners, and -
Appraisals
Item 10. Source and Amounts of Funds
or Other Consideration.
(a)-(b) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - The Purchase and Sale
Agreement.
(c) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - The Purchase and Sale
Agreement, - Solicitation Expenses,
and - Estimate of Liquidating
Distributions Payable to Limited
Partners. CONSENT PROCEDURES;
TRANSACTIONS AUTHORIZED BY CONSENTS -
Solicitation of Consents.
(d) DESCRIPTION OF THE PROPOSED
TRANSACTIONS - The Purchase and Sale
Agreement - Purchase Prices.
Item 11. Interest in Securities of the
Subject Company.
(a) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Record Date;
Required Vote.
(b) Not applicable.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
---------------------- --------------------------------
Item 12. The Solicitation or Recommendation.
(d) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Record Date;
Required Vote.
(e) SPECIAL FACTORS - Fairness of the
Proposed Transactions; Recommendation
of the General Partners.
Item 13. Financial Statements.
(a) FINANCIAL STATEMENTS. SUMMARY -
Historical Distributions. SUMMARY
HISTORICAL FINANCIAL DATA.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.
(b) Not applicable.
(c) SUMMARY HISTORICAL FINANCIAL DATA.
Item 14. Persons/Assets, Retained, Employed,
Compensated or Used.
(a) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Solicitation
of Consents.
(b) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Solicitation
of Consents.
Item 15. Additional Information. SUMMARY. SUMMARY HISTORICAL FINANCIAL
DATA. MATERIAL RISK FACTORS AND OTHER
CONSIDERATIONS. DESCRIPTION OF THE
PROPOSED TRANSACTIONS. SPECIAL
FACTORS. SUMMARY OF SELECTED TERMS OF
THE PARTNERSHIP AGREEMENT. THE
PARTNERSHIP'S PROPERTIES. FEDERAL
INCOME TAX CONSIDERATIONS. CONSENT
PROCEDURES; TRANSACTIONS AUTHORIZED BY
CONSENTS. FINANCIAL STATEMENTS.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.
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Item 1. Summary Term Sheet.
The summary information required by this item is set forth in the SUMMARY TERM
SHEET to the Consent Solicitation Statement, which is incorporated herein by
reference.
Item 2. Subject Company Information.
(a) The name of the issuer of the class of equity securities which is the
subject of the Rule 13e-3 transaction is Windsor Park Properties 5, A California
Limited Partnership. The Partnership's principal executive offices are located
at 6160 South Syracuse Way, Greenwood Village, Colorado 80111 and its telephone
number is (303) 741-3707.
(b) The class of equity securities which is the subject of the Rule 13e-3
transaction is units of limited partner interest of the Partnership. The
information set forth under the caption "CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Record Date; Required Vote" in the Consent Solicitation
Statement is incorporated herein by reference.
(c) The information set forth under the caption "SUMMARY - No Established
Trading Market For Units" in the Consent Solicitation Statement is incorporated
herein by reference.
(d) The information set forth under the caption "SUMMARY - Historical
Distributions" in the Consent Solicitation Statement is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth in the Consent Solicitation Statement under the
caption "DESCRIPTION OF THE PROPOSED TRANSACTIONS - Background of the Proposed
Transactions" is incorporated herein by reference.
Item 3. Identity and Background.
This Schedule 13E-3 is being filed jointly by N'Tandem Trust, an unincorporated
California business trust, which is an affiliate of the Partnership, Chateau
Communities, Inc., a Maryland corporation, an entity that controls N'Tandem and
the Managing General Partner of Partnership, and Windsor Park
<PAGE>
Properties 5, A California Limited Partnership (the issuer of the class of
equity securities which is the subject of the Rule 13e-3 transaction). The
information set forth under the captions "DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Information Concerning N'Tandem and Chateau" and "MATERIAL RISK
FACTORS AND OTHER CONSIDERATIONS - Conflicts of Interest," in the Consent
Solicitation Statement is incorporated herein by reference.
(a)-(c)(2) Information required by this item relating to directors and
executive officers of N'Tandem, Chateau, and The Windsor Corporation is set
forth in APPENDIX C to the Consent Solicitation Statement, which is incorporated
herein by reference.
(c)(3) To the knowledge of N'Tandem, Chateau and the General Partners of
the Partnership, none of the persons with respect to whom information is
provided in response to this Item 2 was, during the last five years, convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(c)(4) To the knowledge of N'Tandem, Chateau and the General Partners of
the Partnership, none of the persons with respect to whom information is
provided in response to this Item 2 was, during the last five years, a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting
activities, subject to, federal or state securities laws or finding any
violation of such laws.
(c)(5) Information required by this item relating to directors and
executive officers of N'Tandem, Chateau and The Windsor Corporation is set forth
in APPENDIX C to the Consent Solicitation Statement, which is incorporated
herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth under the caption "DESCRIPTION OF THE PROPOSED
TRANSACTIONS" in the Consent Solicitation Statement is incorporated herein by
reference.
(c) Not applicable.
(d) The information set forth under the caption "CONSENT PROCEDURES;
TRANSACTIONS AUTHORIZED BY CONSENTS - No Appraisal or Dissenters' Rights" in the
Consent Solicitation Statement is incorporated herein by reference.
(e) The information set forth under the caption "SPECIAL FACTORS - Independent
Representation of the Unaffiliated Limited Partners" in the Consent Solicitation
Statement is incorporated herein by reference.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) (1) The information set forth under the caption "DESCRIPTION OF
THE PROPOSED TRANSACTIONS - Background of the Proposed
Transactions" in the Consent Solicitation Statement is
incorporated herein by reference.
(2) Not applicable.
(b) The information set forth under the caption "DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Background of the Proposed Transactions" and "- The Purchase and
Sale Agreement" in the Consent Solicitation Statement is incorporated herein by
reference.
<PAGE>
(c) The information set forth under the caption "DESCRIPTION OF THE PROPOSED
TRANSACTIONS - Background of the Proposed Transactions" and "- The Purchase and
Sale Agreement" in the Consent Solicitation Statement is incorporated herein by
reference.
(e) Not applicable.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Not applicable.
(c)(1)-(8) The Rule 13e-3 transaction provides for the sale of all of the
Partnership's assets, a dissolution and winding up of the Partnership, and a
termination of registration of the Units under the Exchange Act. The information
set forth under the caption "DESCRIPTION OF THE PROPOSED TRANSACTIONS" in the
Consent Solicitation Statement is incorporated herein by reference.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(c) The information set forth under the captions "DESCRIPTION OF THE
PROPOSED TRANSACTIONS - Purpose of the Consent Solicitation; Proposals 1 and 2,"
"- Background of the Proposed Transactions;" "SPECIAL FACTORS - Fairness of the
Proposed Transactions; Recommendation of the General Partners," "-Alternatives
Considered" and "- N'Tandem's and Chateau's Belief as to the Fairness of the
Proposed Transactions; N'Tandem's and Chateau's Reasons for Engaging in the
Proposed Transactions" in the Consent Solicitation Statement is incorporated
herein by reference.
(d) The information set forth under the captions "DESCRIPTION OF THE PROPOSED
TRANSACTIONS," "- Purpose of the Consent Solicitation; Proposals 1 and 2," "-
Estimate of Liquidating Distributions Payable to Limited Partners," "-Ownership
of Properties By N'Tandem Following Sales" and "SPECIAL FACTORS -Fairness of the
Proposed Transactions; Recommendation of the General Partners" in the Consent
Solicitation Statement is incorporated herein by reference. The information
contained under the caption "FEDERAL INCOME TAX CONSIDERATIONS" in the Consent
Solicitation Statement is incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a)-(b) N'Tandem, Chateau and the General Partners of the Partnership
reasonably believe that the transaction is fair to the unaffiliated Limited
Partners. The information set forth under the captions "DESCRIPTION OF THE
PROPOSED TRANSACTIONS - Background of the Proposed Transactions," "SPECIAL
FACTORS - Fairness of the Proposed Transactions; Recommendation of the General
Partners" and "- N'Tandem's and Chateau's Belief as to the Fairness of the
Proposed Transactions; N'Tandem's and Chateau's Reasons for Engaging in the
Proposed Transactions" in the Consent Solicitation Statement is incorporated
herein by reference.
(c) The information contained under the caption "CONSENT PROCEDURES;
TRANSACTIONS AUTHORIZED BY CONSENTS - Record Date; Required Vote" in the Consent
Solicitation Statement is incorporated herein by reference.
(d) The information set forth in the Consent Solicitation Statement under the
captions "SPECIAL FACTORS - Fairness of the Proposed Transactions;
Recommendation of the General Partners," "- Fairness Opinion" and "-Independent
Representation of the Unaffiliated Limited Partners" is incorporated by
reference.
(e) The proposed transactions were approved by both of the General Partners of
the Partnership. As a limited partnership, the Partnership does not have
directors. All of the directors of the Managing
<PAGE>
General Partner were appointed by Chateau. All of the directors of the Managing
General Partner approved the proposed transactions.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(c) The information contained under the captions "SPECIAL FACTORS -
Fairness Opinion," "- Independent Representation of the Unaffiliated Limited
Partners" and "- Appraisals" in the Consent Solicitation Statement is
incorporated herein by reference.
Item 10. Source and Amounts of Funds or Other Consideration.
(a)-(b) The information set forth under the caption "DESCRIPTION OF THE
PROPOSED TRANSACTIONS - The Purchase and Sale Agreement - Purchase Prices" in
the Consent Solicitation Statement is incorporated herein by reference.
(c) The information set forth in the Consent Solicitation Statement under the
captions "DESCRIPTION OF THE PROPOSED TRANSACTIONS - The Purchase and Sale
Agreement," "- Solicitation Expenses" and "- Estimate of Liquidating
Distributions Payable to Limited Partners" and "CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Solicitation of Consents" relating to the expenses
estimated to be incurred in the transactions, is incorporated herein by
reference.
(d) The information contained in the last paragraph under the caption
"DESCRIPTION OF THE PROPOSED TRANSACTIONS - The Purchase and Sale Agreement -
Purchase Prices" in the Consent Solicitation Statement is incorporated herein by
reference.
Item 11. Interest in Securities of the Subject Company.
(a) The information contained under the caption "CONSENT PROCEDURES;
TRANSACTIONS AUTHORIZED BY CONSENTS - Record Date; Required Vote" in the Consent
Solicitation Statement is incorporated herein by reference.
(b) Not applicable.
Item 12. The Solicitation or Recommendation.
(d) The information contained under the caption "CONSENT PROCEDURES;
TRANSACTIONS AUTHORIZED BY CONSENTS - Record Date; Required Vote" in the Consent
Solicitation Statement is incorporated herein by reference.
(e) The information set forth under the caption "SPECIAL FACTORS - Fairness of
the Proposed Transactions; Recommendation of the General Partners" in the
Consent Solicitation Statement is incorporated herein by reference. No other
person has made a recommendation required to be described herein.
Item 13. Financial Statements.
(a) The information set forth under the captions "FINANCIAL STATEMENTS,"
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE," "SUMMARY - Historical
Distributions" and "SUMMARY HISTORICAL FINANCIAL DATA" in the Consent
Solicitation Statement is incorporated herein by reference.
(b) Not applicable.
<PAGE>
(c) The information set forth under the caption "SUMMARY HISTORICAL FINANCIAL
DATA" in the Consent Solicitation Statement is incorporated herein by reference.
Item 14. Persons/Assets Retained, Employed, Retained, Compensated or Utilized.
(a) The information set forth under the caption "CONSENT PROCEDURES;
TRANSACTIONS AUTHORIZED BY CONSENTS - Solicitation of Consents" in the Consent
Solicitation Statement is incorporated herein by reference.
(b) The information set forth under the caption "CONSENT PROCEDURES;
TRANSACTIONS AUTHORIZED BY CONSENTS - Solicitation of Consents" in the Consent
Solicitation Statement is incorporated herein by reference.
Item 15. Additional Information.
The information set forth in the Consent Solicitation Statement under each of
the following headings is incorporated herein by reference: "SUMMARY," "SUMMARY
HISTORICAL FINANCIAL DATA," "MATERIAL RISK FACTORS AND OTHER CONSIDERATIONS,"
"DESCRIPTION OF THE PROPOSED TRANSACTIONS," "SPECIAL FACTORS," "SUMMARY OF
SELECTED TERMS OF THE PARTNERSHIP AGREEMENT," "THE PARTNERSHIP'S PROPERTIES,"
"FEDERAL INCOME TAX CONSIDERATIONS," "CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS," "FINANCIAL STATEMENTS," and "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE."
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) Mortgage Note for Lakeside***
(b)(4) Mortgage Note for Plantation Estates***
(b)(5) Mortgage Note for Town & Country Estates***
(b)(6) Mortgage Note for Rancho Margate***
(b)(7) Mortgage Note for Winter Haven***
(b)(8) Mortgage Note for Apache East***
(b)(9) Mortgage Note for Denali Park Estates***
(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*
<PAGE>
(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.
*** To be filed by amendment.
<PAGE>
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
---------------------
Name: Steven G. Waite
Title: President
Date: October 17, 2000
<PAGE>
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
----------------------
Name: Gary P. McDaniel
Title: Trustee
Date: October 17, 2000
<PAGE>
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: October 17, 2000
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
(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) Mortgage Note for Lakeside***
(b)(4) Mortgage Note for Plantation Estates***
(b)(5) Mortgage Note for Town & Country Estates***
(b)(6) Mortgage Note for Rancho Margate***
(b)(7) Mortgage Note for Winter Haven***
(b)(8) Mortgage Note for Apache East ***
(b)(9) Mortgage Note for Denali Park Estates***
(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**
<PAGE>
EXHIBIT NO. DESCRIPTION
----------- -----------
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.
*** To be filed by amendment.
20
