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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
Tower Park Marina Investors, L.P.
(formerly PS Marina Investors I)
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(Name of Subject Company)
Tower Park Marina Investors, L.P.
(formerly PS Marina Investors I)
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(Name of Company Filing Statement)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Commission File Number: 0-17672
Jeffrey K. Ellis
16633 Ventura Blvd., 6th Floor,
Encino, CA 91436
(818) 907-0400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of Person(s) Filing Statement)
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ITEM 1. SECURITY AND SUBJECT COMPANY
This statement relates to units of limited partnership interest (the
"Units") in Tower Park Marina Investors, L.P. (the "Partnership") (formerly
known as PS Marina Investors I) 16633 Ventura Blvd., 6th Floor, Encino, CA
91436.
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to the tender offer dated July 31, 1997 by Peachtree
Partners, P.O. Box 47638, Phoenix, AZ 85068, to purchase up to 4.9% of the
outstanding Units on a "first-come" basis for the purchase price of $20.00
per unit, less the transfer fee of $50.00 payable to the Partnership in
connection with each transfer of Units.
ITEM 3. IDENTITY AND BACKGROUND
a) This statement is being filed by Tower Park Marina Investors, L.P., 16633
Ventura Blvd., 6th Floor, Encino, CA 91436.
b) The Partnership has numerous contractual relationships with its general
partner, Westrec Investors, Inc. (the "General Partner"), all of which are
disclosed in the Partnership's 1996 Annual Report, Note 4 to the
Partnership's audited financial statements. A copy of such note is filed as
Exhibit (c)(1) to this Statement and is incorporated herein by this
reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
a) The Partnership recommends that the tender offer be rejected.
b) Recent trades of Units on the secondary market have been for amounts
significantly higher than those offered by Peachtree Partners. Accordingly,
the Partnership recommends that partners who wish to sell Units consider
doing so on the secondary market.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
There are no persons employed, retained or to be compensated by the
Partnership or any person on its behalf to make solicitation or
recommendations to partners of the Partnership.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
a) During the past 60 days, Westrec Marina Management, Inc., an affiliate of
the General Partner, has purchased 8 Units for $100 per Unit from Limited
Partners who contacted the General Partner in an effort to liquidate their
investment. To the best of the Partnership's knowledge, no other
transactions in Units have been effected by the Partnership or its general
partners, affiliates, executive officers, directors or subsidiaries.
b) These units were purchased by Westrec Marina Management, Inc. as a long-
term investment and will not be tendered to Peachtree Partners.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
a) There are no negotiations being undertaken or underway in response to the
tender offer which relates to or would result in (1) an extraordinary
transaction such as a merger, or reorganization involving the Partnership
or any subsidiary, (2) a purchase, sale or transfer of a material amount of
assets by the Partnership or any subsidiary, (3) a tender offer for or
other acquisition of securities by or of the Partnership or (4) any
material change in the present capitalization or distribution policy of the
Partnership.
b) There is no transaction, board resolution, agreement in principle or signed
contract in response to the tender offer by Peachtree partners.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
None
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit (a)(1): Letter dated October 9, 1997 to the limited partners of the
Partnership recommending that they reject Peachtree Partner's tender offer.
Attached as Exhibit I is the recommendation to not accept the tender offer
which was sent to unit holders.
Exhibit (c)(1): Note 4 of the audited financial statements of the
Partnership included in the Partnership's 1996 Annual Report.
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SIGNATURE
After reasonable 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.
WESTREC INVESTORS, INC.
General Partner
October 9, 1997 By: /s/ Jeffrey K. Ellis
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Jeffrey K. Ellis
Vice President
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Exhibit (a)(1)
Recommendation to Limited Partners
October 9, 1997
To the Limited Partners
of Tower Park Marina Investors L.P.
(formerly PS Marina Investors I)
We recently became aware of a tender offer by Peachtree Partners to purchase
units of Tower Park Marina Investors L.P. for $20 per unit. We strongly urge
that you NOT accept this offer as it is significantly below the value at which
these units have recently traded.
If you have any questions or would like any additional information, please feel
free to call me at (818) 907-0400 ext. 243.
Sincerely,
WESTREC INVESTORS, INC.
General Partner
By: /s/ JEFFREY K. ELLIS
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Jeffrey K. Ellis
Vice President
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Exhibit (c)(1)
Agreements with Affiliates as
Disclosed in 1996 Financial Statement
of Tower Park Marina Investors, L.P.
4. Related Party Transactions
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The Partnership has an agreement with Westrec Marina Management, Inc., an
affiliate of Westrec, to manage the day-to-day operations of the marinas for
a fee equal to 6% of the marinas' monthly gross revenues (as defined).
Management fees for the year ended December 31, 1996 and 1995 were $173,000,
and $143,000, respectively.
In connection with funding operating deficits and with the acquisition of
marina facilities, funds have been borrowed from Westrec. These borrowings
accrue interest at the prime rate plus 1% (9.50% at December 31, 1996).
Total interest paid or accrued to Westrec for the year ended December 31,
1996, and 1995 was $92,000 and $84,000, respectively.
