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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PS MARINA INVESTORS I
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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PS MARINA INVESTORS I,
A California Limited Partnership
16633 Ventura Boulevard, 6th Floor
Encino, California 91436
September 6, 1996
To the Limited Partners of
PS Marina Investors I:
The General Partners of PS Marina Investors I (the "Partnership") are
soliciting, on behalf of the Partnership, consents of holders ("Unitholders")
of units of limited partnership interest to the following proposals:
(1) To accept the substitution of Tower Park Marina General Partner, Inc.,
a California corporation, as successor general partner of the Partnership in
place of B. Wayne Hughes pursuant to Section 17.1(a) of the Amended and
Restated Agreement of Limited Partnership of PS Marina Investors I (the
"Partnership Agreement"); and
(2) To amend Article III of the Partnership Agreement to change the name
of the Partnership to "Tower Park Marina Investors, L.P."
Please read carefully the enclosed Consent Solicitation Statement, which
explains these proposals in more detail, and then complete, date, sign, and
return the Consent Form in the enclosed addressed envelope. YOUR VOTE IS
IMPORTANT.
If you have any questions concerning these matters, please feel free to
call Jeffrey K. Ellis at 1-818-907-0400, extension 243.
Very truly yours,
WESTREC INVESTORS, INC.
GENERAL PARTNER
B. WAYNE HUGHES
GENERAL PARTNER
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CONSENT SOLICITATION STATEMENT
PS MARINA INVESTORS I
16633 Ventura Boulevard, 6th Floor
Encino, California 91436
Solicitation of Consents
In Lieu of A
Special Meeting of Unitholders
September 6, 1996
This Consent Solicitation Statement is being furnished to holders
("Unitholders") of units of limited partnership interest (the "Units") of PS
Marina Investors I, a California limited partnership (the "Partnership"), in
connection with the solicitation of consents (the "Consent Solicitation") by
the General Partners of the Partnership. The General Partners of the
Partnership (the "General Partners") are currently Westrec Investors, Inc.
(formerly PS Marina Investors, Inc.), a California corporation (the "Corporate
General Partner") and B. Wayne Hughes ("Mr. Hughes"). This Consent
Solicitation Statement and the enclosed Form of Consent are first being mailed
or given to Unitholders on or about September 6, 1996 to Unitholders as of the
close of business on August 30, 1996.
Pursuant to this Consent Solicitation Statement, Unitholders are being
asked to consider, accept and consent to (1) the substitution (the
"Substitution") of Tower Park Marina General Partner, Inc., a California
corporation ("NewCo"), as successor general partner of the Partnership in place
of Mr. Hughes pursuant to Section 17.1(a) of the Amended and Restated Agreement
of Limited Partnership of PS Marina Investors I (the "Partnership Agreement");
and (2) an amendment (the "Amendment") to Article III of the Partnership
Agreement changing the name of
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the Partnership to "Tower Park Marina Investors, L.P." If approved, the
Substitution and the Amendment will each be effected as soon as reasonably
practicable after the acceptance and consent of the Unitholders has been
obtained.
The Corporate General Partner, which has consented to the Substitution,
and Mr. Hughes believe that the Substitution is in the best interest of the
Unitholders and the Partnership and recommend that the Unitholders accept and
consent to the Substitution. In arriving at this recommendation, the General
Partners gave careful consideration to the facts which are described in this
Consent Solicitation Statement under the heading "Description of Proposed
Substitution and Recommendation to Accept Substitution." The General Partners
also believe that the Amendment is in the best interest of the Unitholders and
the Partnership and recommend that the Unitholders consent to the Amendment for
the reasons described under the heading "The Amendment."
I. THE PROPOSED SUBSTITUTION
After due consideration of the matter, the General Partners have concluded
that it is in the best interests of the Partnership and the Unitholders to
substitute NewCo for Mr. Hughes as successor general partner of the
Partnership. Upon receipt of the approval of Unitholders holding more than 50%
of the Units to the Substitution and upon effectuation of the Substitution, the
general partners of the Partnership will be the Corporate General Partner and
NewCo.
GENERAL BACKGROUND
The Partnership was formed in 1988 to acquire and improve existing marinas
and related facilities and, to a lesser extent, to develop marina facilities.
The Corporate General Partner,
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acting through its directors and executive officers, is responsible for the day
- - - -to-day operations of the Partnership. Westrec Marina Management, Inc. ("WMMI"),
a California corporation and a wholly-owned subsidiary of Westrec Financial,
Inc. ("Westrec Financial"), manages the Partnership's properties. The
Corporate General Partner is a wholly-owned subsidiary of Westrec Properties,
Inc., a California corporation ("Westrec Properties"), which in turn is a
wholly-owned subsidiary of Westrec Financial, also a California corporation.
Prior to June 7, 1990, Westrec Properties was owned by ten individual
shareholders, including Mr. Hughes, who owned 53.1% of the common stock of
Westrec Properties. In conjunction with Westrec Financial's acquisition of
Westrec Properties, which occurred on June 7, 1990, Mr. Hughes entered into an
agreement, also dated June 7, 1990, with the Corporate General Partner pursuant
to which Mr. Hughes delegated the responsibility for the day-to-day operations
of the Partnership to the Corporate General Partner. From and after such date,
as stated above, the Corporate General Partner has been responsible for the
day-to-day operations of the Partnership.
In each year since its inception in 1988, the Partnership has operated at
a loss. As of December 31, 1995, the accumulated partners' deficit of the
Partnership was $ 8,315,000. The Partnership owned four properties, each
subject to encumbrances, as of December 31, 1995: the Chandlers Landing Yacht
Club, ThunderBoat Marina, Banyan Bay Marina, and Tower Park Marina. On
February 6, 1996, the Chandlers Landing Yacht Club was sold at a trustee
foreclosure sale. The Partnership has also decided to permit the holder of a
note secured by ThunderBoat Marina and Banyan Bay Marina to foreclose on those
properties. As a result, the Partnership's ability to continue to operate
through 1996 and beyond is contingent upon, among
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other factors, the successful settlement of a Promissory Note, secured by the
Tower Park Marina, dated September 19, 1988 in the original principal amount of
$7,100,000, executed by the Partnership and payable to Home Savings Association
of Kansas City, F.A. (the "Note"), which was due and payable in full on October
1, 1995.
The Partnership stopped making payments on the Note in September 1991.
During 1991, 1992, 1993, and 1994, the Partnership engaged in various
negotiations with the lender and the lender's successor, the Resolution Trust
Corporation ("RTC"), to restructure the Note. In February 1994, the RTC
foreclosed on Chandlers Landing Marina (also collateral for the Note) by
bidding $2,038,000 of the Note at the foreclosure sale. As a result, the
balance of the Note was reduced from $8,753,000 to $6,715,000. In January
1995, the RTC sold the Note to a third party. On January 23, 1995, BWH Marina
Corporation ("BWH Marina"), a California corporation, acquired the Note. Mr.
Hughes is the sole stockholder and President of BWH Marina.
The Partnership entered into an option agreement to purchase the Note from
BWH Marina at its cost ($1,700,000) plus carrying costs. The option agreement
expired on April 10, 1996 and has not been renewed.
DESCRIPTION OF THE PROPOSED SUBSTITUTION AND RECOMMENDATION TO ACCEPT
SUBSTITUTION
Mr. Hughes and the Corporate General Partner have agreed to substitute
NewCo for Mr. Hughes as successor general partner of the Partnership, subject
to approval by the Unitholders. It is the recommendation of the Corporate
General Partner, which has consented to the Substitution,
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and Mr. Hughes that the Substitution be approved by the Unitholders. NewCo is
a newly-formed California corporation that is a wholly-owned subsidiary of WMMI.
In consideration for substituting NewCo as successor general partner to
Mr. Hughes and for releasing Mr. Hughes from any and all obligations and
liabilities to the Partnership and the Unitholders (the "Release"), upon
receipt of requisite Unitholder approval, Mr. Hughes has offered to grant the
Partnership an option ("the Option") to acquire the Note. The Option would
give the Partnership the right to acquire the Note at BWH Marina's cost
($1,700,000) plus interest payable at 8 percent from January 23, 1995. The
exercise price of the Option represents a discount from the outstanding balance
of the Note (which has a current balance as of June 30, 1996 of $8,130,000,
including $1,415,000 of accrued interest) and is less than the General
Partners' estimate of the current value of the Tower Park Marina. The Option
would have a term of one year, commencing on the date the Substitution is
approved by Unitholders, but could be extended by the Partnership for an
additional year by a payment of $50,000. This payment would be applied to
reduce the balance due on the Note. The Corporate General Partner has agreed
to make this payment if the Partnership does not have the financial ability to
do so.
In further consideration of the Substitution and Release, Mr. Hughes has
agreed to cause BWH Marina to refrain from foreclosing on the property securing
payment on the Note, or from taking any action with respect to the Note
adverse to the interests of the Partnership, during the term of the Option (the
"Forbearance Covenant," and, together with the Release and the Option,
collectively referred to herein as the "Substitution Transactions"). Without
the Forbearance Covenant, BWH Marina, as the owner of the Note which was due
and payable on October 1,
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1995, would be entitled to foreclose on the Tower Park Marina property securing
the Note in the absence of payment in full of the Note when presented to the
Partnership for payment.
Accordingly, the General Partners believe that the Substitution
Transactions will benefit the Partnership in two ways. First, the Forbearance
Covenant will give the Partnership at least one year and potentially two years
to arrange new financing for the Tower Park Marina. Second, the acquisition
price of the Note under the Option is, in the opinion of the General Partners,
less than the estimated value of the Tower Park Marina. As a result, the
General Partners believe that it is reasonably likely that a new lender would
be willing to provide financing to permit the Partnership to exercise the
Option. Such financing would permit the Partnership to operate the marina
and/or sell the property and distribute the proceeds, net of expenses, to the
Unitholders. No assurance can be given, however, that such financing will in
fact be available on commercially reasonable terms or at all.
In light of (1) the mutual desires of the Corporate General Partner and
Mr. Hughes to substitute NewCo for Mr. Hughes as successor general partner of
the Partnerships, (2) the immediate benefits to be realized by the Partnership
by the consummation of the Substitution Transactions, namely, the reduction in
the Partnership's indebtedness and the elimination of the foreclosure threat,
and (3) Mr. Hughes' decreased day-to-day involvement in the Partnership, it is
the recommendation of the General Partners that the Substitution be approved by
the Unitholders.
The General Partners believe that the substitution of NewCo for Mr.
Hughes as successor general partner will not affect the day-to-day management
of the Partnership because this function is currently performed by the
Corporate General Partner through its officers and directors and WMMI. The
Corporate General Partner has been responsible for overseeing the
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day-to-day management of the Partnership since 1990 and is entirely capable of
continuing in that role.
The Substitution will result in the removal as General Partner of an
individual with a substantial net worth exceeding the combined net worth of the
Corporate General Partner and NewCo. As a result, if the Substitution is
approved by the Unitholders, the financial resources available to the
Partnership to satisfy its debts, obligations, and liabilities to third parties
will have decreased. However, the General Partners believe that the current
resources of the Corporate General Partner and NewCo are sufficient to meet any
outstanding obligations of the Partnership for which the General Partners are
reasonably likely to be liable.
The substitution of NewCo for Mr. Hughes as successor general partner, if
approved by the Unitholders, will have no direct financial impact on the
Partnership. Upon effectuating the Substitution, Mr. Hughes has agreed to
waive any accounting of the Partnership, any appraisal of the Partnership
assets, or any compensation due upon the Substitution to which he might be
entitled under the Partnership Agreement. The Substitution will not constitute
a waiver or relinquishment of any rights of indemnification to which Mr. Hughes
is entitled under the Partnership Agreement.
To permit the Unitholders to consent to the Substitution, the General
Partners have enclosed a Consent Solicitation Statement by which Unitholders
are being asked to consent, pursuant to the provisions of the Partnership
Agreement, to the substitution of NewCo for Mr. Hughes as successor general
partner of the Partnership. The Substitution will become effective only upon
the approval of Unitholders holding more than 50% of the Units.
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PROCEDURAL REQUIREMENTS AND EFFECTIVE DATE OF THE SUBSTITUTION
Section 17.1(a) of the Partnership Agreement permits a General Partner,
"[w]ith the consent of all the other General Partners and a Majority Vote of
the Limited Partners," to "designate one or more Persons to be successors to
such General Partner . . . provided that the interests of the Limited Partners
shall not be affected thereby." Under Section 5.15 of the Partnership
Agreement, "Majority Vote" is defined to mean the affirmative vote or written
consent of Limited Partners (or those deemed to have the interest of the
Limited Partners) then owning of record more than 50 percent of the outstanding
Units.
If accepted by the requisite number of Unitholders, the Substitution will
become effective upon the filing of an amendment to the Partnership Agreement
with the California Secretary of State reflecting the substitution of NewCo as
the successor general partner to Mr. Hughes. Immediately prior to the
effectiveness of the Substitution, Mr. Hughes will assign his economic interest
in the Partnership to NewCo.
II. THE AMENDMENT
In connection with the proposed Substitution, Mr. Hughes has requested
that the name of the Partnership be changed. Accordingly, the General Partners
believe that it would be appropriate to amend Article III of the Partnership
Agreement to change the name of the Partnership to "Tower Park Marina
Investors, L.P." and recommend that the Unitholders consent to the Amendment.
Under Section 24.3 of the Partnership Agreement, approval of the Amendment
requires a Majority Vote of the Unitholders.
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CONSENT PROCEDURES
VOTE REQUIRED
No meeting of Unitholders is required by the Partnership Agreement to
accept the Substitution or to approve the Amendment. Accordingly, as provided
in the Partnership Agreement, consents evidencing acceptance of the
Substitution and approval of the Amendment are being solicited in lieu of a
meeting. The General Partners have fixed the close of business on August 26,
1996 as the record date (the "Record Date") for determination of Unitholders
entitled to consent to or withhold consent to the Substitution and approval of
the Amendment.
To effect the Substitution and the Amendment, the Partnership Agreement
requires that Unitholders owning more than 50% of the then-outstanding Units
accept the Substitution and the Amendment. On the Record Date, there were
4,508 Units outstanding. Accordingly, the Substitution and the Amendment will
each require the acceptance and approval by the holders of an aggregate of at
least 2,255 Units. If a consent returned to the General Partners does not vote
all of the Units held by such Unitholder, the Partnership will be deemed to
have received a consent only with respect to the Units which were voted.
Unitholders do not have statutory approval or dissenters' rights with
respect to the Substitution or the Amendment.
CONSENT SOLICITATION
Consents will be solicited until September 30, 1996 (the "Initial Consent
Date"), unless extended, or until the date the Partnership has received valid
and effective consents sufficient to permit the Substitution and the Amendment.
If sufficient consents have not been received by the
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Initial Consent Date, the General Partners may, in their sole discretion,
extend the consent solicitation and accept properly delivered consents on a
monthly basis during any such extension until receipt of consents sufficient to
permit the Substitution and the Amendment. Any such extension after the
Initial Consent Date will be made without the requirement of any further
notice. The date of expiration of the Consent Solicitation, whether the
Initial Consent Date or any subsequent expiration date, is referred to herein
as the "Expiration Date." At the Expiration Date or, if earlier, upon the
Partnership's receipt of the requisite number of consents of Unitholders, the
General Partners will promptly notify the Unitholders of the expiration of the
consent solicitation in a writing to be delivered through the United States
mail.
Consents are being solicited by the General Partners on behalf of the
Partnership. Except as otherwise described herein, all expenses of the Consent
Solicitation, including the cost of preparing and mailing this Consent
Solicitation Statement, will be borne by the Partnership. In addition to
solicitation by use of the mails, consents may be solicited by directors,
officers, and employees of affiliates of the Corporate General Partner in
person or by telephone, telegram, or other means of communication. Such
directors, officers, and employees will not be additionally compensated, but
may be reimbursed for out-of-pocket expenses arising from such solicitation.
Arrangements will also be made with custodians, nominees, and fiduciaries for
forwarding the consent solicitation materials to beneficial owners of Units
held of record by such custodians, nominees, and fiduciaries, and the
Partnership will reimburse such custodians, nominees, and fiduciaries for
reasonable expenses thereby incurred.
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EFFECTIVENESS, ACCEPTANCE, AND REVOCATION OF CONSENTS
Unitholders who are entitled and desire to consent to or withhold consent
to the Substitution or the Amendment should so indicate by marking the
appropriate box on, and signing and dating, the Form of Consent included
herewith and mailing or delivering it in the self-addressed, stamped envelope
provided, to the General Partners as follows: PS Marina Investors I, 16633
Ventura Boulevard, 6th Floor, Encino, California 91436, Attention:
___________, in accordance with the instructions contained therein. If no box
on the Form of Consent is checked but the Form of Consent is otherwise properly
completed and signed, the Unitholder will be deemed to have consented to the
Substitution and the Amendment. All questions as to the validity and
acceptance of consents will be determined by the General Partners in their sole
discretion, which determination shall be final and binding.
All consents received by the General Partners shall be revocable until the
Expiration Date, at which time they shall become irrevocable. A consent may be
revoked by a Unitholder only by written notice mailed or delivered to the
General Partners at the address indicated above. Any notice of revocation, to
be effective, must (1) indicate the number of Units to which it relates and be
signed by the holder in the same manner as the original Form of Consent and (2)
be received by the General Partners before the consent becomes irrevocable. A
Unitholder who has delivered a revocation may thereafter deliver a new consent
in accordance with the terms set forth herein.
OWNERSHIP OF UNITS
As of the Record Date, no person of record owned or was known by the
General Partners to own beneficially more than 5% of the outstanding Units. No
public market for the Units exists
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or is expected to develop. No General Partner or any director or officer of
any General Partner owns any Units.
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PS MARINA INVESTORS I
FORM OF CONSENT
THIS CONSENT IS SOLICITED BY THE GENERAL PARTNERS OF
PS MARINA INVESTORS I
WESTREC INVESTORS, INC., a California corporation, and B. WAYNE HUGHES,
the general partners (the "General Partners") of PS Marina Investors I, a
California limited partnership (the "Partnership"), will solicit consents until
September 30, 1996 (the "Initial Consent Date"), unless extended. If consents
sufficient to permit the substitution of Tower Park Marina General Partner,
Inc. as a successor general partner to B. Wayne Hughes and the amendment to the
Partnership Agreement to change the name of the Partnership have not been
received by the Initial Consent Date, the General Partners may extend the
solicitation and accept consents on a monthly basis until the requisite number
of consents has been received. For information concerning the revocation of
consents, see the section entitled "Consent Procedures" in the Consent
Solicitation Statement which accompanies this Form of Consent.
UNITHOLDERS ARE URGED TO MARK, SIGN, AND RETURN THIS FORM OF CONSENT
PROMPTLY IN THE ENVELOPE PROVIDED. PLEASE DO NOT FORGET TO DATE THIS FORM OF
CONSENT.
X PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
I. SUBSTITUTION
The General Partners of the Partnership recommend that Unitholders accept
the substitution of Tower Park Marina General Partner, Inc. as successor
general partner to B. Wayne Hughes as evidenced by a CONSENT to the following
proposal:
PROPOSAL: To permit Tower CONSENT WITHHOLD ABSTAIN
Park Marina General Partner, Inc. to CONSENT
substitute for B. Wayne Hughes as
successor general partner of the / / / / / /
Partnership.
II. AMENDMENT
The General Partners of the Partnership recommend that Unitholders approve
the amendment of the Partnership Agreement to change the name of the
Partnership to "Tower Park Marina Investors, L.P." as evidenced by a CONSENT to
the following proposal:
PROPOSAL: To amend Article III CONSENT WITHHOLD ABSTAIN
of the Partnership Agreement to change CONSENT
the name of the Partnership to
"Tower Park Marina Investors, L.P." / / / / / /
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Signature(s) Date:
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Signature(s) Date:
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(Please date and sign exactly as addressed to you. Joint owners should
each sign. If signing as executor, administrator, attorney, trustee, or
guardian, give title as such. If a corporation, sign in full corporate name by
authorized officer. If a partnership, sign in the name of authorized person.)
Please be certain to indicate whether you intend to consent, withhold
consent, or abstain. If no selection is indicated, but this form is otherwise
completed, you will be deemed to have consented as to all Units held by you.
If a consent is given with respect to less than all Units held by the
consenting Unitholder, please indicate the number of Units as to which consent
is given.
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