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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934)
Windsor Park Properties 6,
A California Limited Partnership
(Name of Issuer)
N'Tandem Trust
Chateau Communities, Inc.
Windsor Park Properties 6,
A California Limited Partnership
(Name of Person(s) Filing Statement)
Units of Limited Partnership 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: [X]
Calculation of Filing Fee
- -------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
- -------------------------------------------------------------------------------
$ $
- -------------------------------------------------------------------------------
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
[X] registration statement number, or the form or schedule and the
date of its filing.
Amount previously paid: $3,087.62 Filing party: Windsor Park Properties
6, A California Limited
Partnership
Form or registration no.: Schedule 14A Date Filed: November 19, 1999
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This Transaction Statement on Schedule 13E-3 relates to the proposed sale
of the assets of Windsor Park Properties 6, 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 one
wholly-owned property 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 partnership 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 February 2, 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. Issuer and Class of Security
Subject to the Transaction
(a) Cover Page. 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.
Item 2. Identity and Background
(a) - (d) 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.
(e) Not applicable.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
(f) Not applicable.
(g) APPENDIX B - Information Concerning
Officers and Directors of the
Managing General Partner, N'Tandem
and Chateau.
Item 3. Past Contacts, Transactions or
Negotiations
(a)(1) DESCRIPTION OF THE PROPOSED
TRANSACTIONS -Background of the
Proposed Transactions.
(2)
DESCRIPTION OF THE PROPOSED
TRANSACTIONS -Background of the
Proposed Transactions, and- The
Purchase and Sale Agreement.
(b) DESCRIPTION OF THE PROPOSED
TRANSACTIONS -Background of the
Proposed Transactions, and- The
Purchase and Sale Agreement.
Item 4. Terms of the Transaction
(a) DESCRIPTION OF THE PROPOSED
TRANSACTIONS.
(b) Not applicable.
Item 5. Plans or Proposal of the Issuer
or Affiliate
(a) - (g) DESCRIPTION OF THE PROPOSED
TRANSACTIONS.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
Item 6. Source and Amounts of Funds
or Other Consideration
(a) DESCRIPTION OF THE PROPOSED
TRANSACTIONS -The Purchase and Sale
Agreement.
(b) 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.
(c) DESCRIPTION OF THE PROPOSED
TRANSACTIONS -The Purchase and Sale
Agreement - Purchase Prices.
(d) Not applicable.
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, and
- Fairness Opinion. MATERIAL RISK
FACTORS AND OTHER CONSIDERATIONS - No
Appointment of Independent
Representative.
(e) Not applicable.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
(f) SPECIAL FACTORS - Fairness of the
Proposed Transactions; Recommendation
of the General Partners.
Item 9. Reports, Opinions, Appraisals
and Certain Negotiations
(a) - (c) SPECIAL FACTORS - Fairness Opinion, -
and Appraisals.
Item 10. Interest in Securities of the
Issuer
(a) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Record Date;
Required Vote.
(b) Not applicable.
Item 11. Contracts, Arrangements or Not applicable.
Understandings with Respect
to the Issuer's Securities
Item 12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Record Date;
Required Vote.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
(b) SPECIAL FACTORS - Fairness of the
Proposed Transactions; Recommendation
of the General Partners.
Item 13. Other Provisions of the
Transaction
(a) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - No Appraisal
or Dissenters' Rights.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information
(a) FINANCIAL STATEMENTS. SUMMARY
- Historical Distributions.
SUMMARY HISTORICAL FINANCIAL DATA.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.
(b) Not applicable.
Item 15. Persons and Assets Employed,
Retained or Utilized
(a) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Solicitation
of Consents.
(b) CONSENT PROCEDURES; TRANSACTIONS
AUTHORIZED BY CONSENTS - Solicitation
of Consents.
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Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
Item 16. 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.
Item 1. Issuer and Class of Security Subject to the Transaction.
(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 6, A California
Limited Partnership, and the address of its principal executive offices is 6160
South Syracuse Way, Greenwood Village, Colorado 80111. The information set forth
in the Consent Solicitation Statement on the cover page and under the caption
"SUMMARY - Purpose of the Consent Solicitation; Proposals 1 and 2" is
incorporated herein by reference.
(b) The class of security 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 2. 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 Properties 6, 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
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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)-(d) Information required by this item relating to directors and executive
officers of N'Tandem, Chateau, and The Windsor Corporation is set forth in
APPENDIX B to the Consent Solicitation Statement, which is incorporated herein
by reference.
(e) 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).
(f) 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.
(g) Information required by this item relating to directors and executive
officers of N'Tandem, Chateau and The Windsor Corporation is set forth in
APPENDIX B to the Consent Solicitation Statement, which is incorporated herein
by reference.
Item 3. Past Contacts, Transactions or Negotiations.
(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) 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.
(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.
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.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) 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.
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Item 6. Source and Amounts of Funds or Other Consideration.
(a) 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.
(b) 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.
(c) 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.
(d) Not applicable.
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 "MATERIAL RISK
FACTORS AND OTHER CONSIDERATIONS - No Appointment of Independent Representative"
is incorporated by reference.
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(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 General Partner were appointed
by Chateau. All of the directors of the Managing General Partner approved the
proposed transactions.
(f) The information contained 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.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information contained under the captions "SPECIAL FACTORS - Fairness
Opinion," and "- Appraisals" in the Consent Solicitation Statement is
incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
(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 11. Contracts, Arrangements or Understandings with
Respect to the Issuer's Securities.
Not applicable.
Item 12. Present Intention and Recommendation of Certain
Persons with Regard to the Transaction.
(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) 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. Other Provisions of the Transaction.
(a) 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.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(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.
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(b) Not applicable.
Item 15. Persons and Assets Employed, Retained 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 16. 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 17. Materials to be Filed as Exhibits.
(a) Form of Promissory Note of N'Tandem in favor of Chateau.***
(b)(1) Appraisals of Whitcomb Real Estate.***
(A) Town & Country Estates
(B) Chisholm Creek
(C) Carefree Village
(D) Rancho Margate
(E) Winter Haven
(F) Garden Walk
(b)(2) Fairness Opinion of Legg Mason Wood Walker, Incorporated.***
(b)(3) Valuation Report of Whitcomb Real Estate.
(d) Preliminary Consent Solicitation Statement and related proxy
materials.*
4 Agreement of Limited Partnership of the Partnership.***
23.1 Consent of Whitcomb Real Estate relating to Appraisals. ***
23.2 Consent of Legg Mason Wood Walker, Incorporated.***
23.3 Consent of PricewaterhouseCoopers LLP.**
23.4 Consent of Whitcomb Real Estate relating to Valuation
Report.
_____________________
* 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 Febraury 3, 2000.
** To be filed by amendment.
*** Previously filed.
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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 6,
A California Limited Partnership
By: The Windsor Corporation,
general partner
By /s/ Steve Waite
--------------------------
Name: Steve Waite
Title: President
Date: February 3, 2000
15
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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
---------------------
Name: Gary P. McDaniel
Title: Trustee
Date: February 3, 2000
16
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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: February 3, 2000
17
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Form of Promissory Note of N'Tandem in favor of Chateau.***
(b)(1) Appraisals of Whitcomb Real Estate.***
(A) Town & Country Estates
(B) Chisholm Creek
(C) Carefree Village
(D) Rancho Margate
(E) Winter Haven
(F) Garden Walk
(b)(2) Fairness Opinion of Legg Mason Wood Walker, Incorporated.***
(b)(3) Valuation Report of Whitcomb Real Estate
(d) Preliminary Consent Solicitation Statement and related
proxy materials.*
4 Agreement of Limited Partnership of the Partnership.***
23.1 Consent of Whitcomb Real Estate relating to Appraisals.***
23.2 Consent of Legg Mason Wood Walker, Incorporated.***
23.3 Consent of PricewaterhouseCoopers LLP.**
23.4 Consent of Whitcomb Real Estate relating to Valuation
Report.
_____________________
* 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 February 3, 2000.
** To be filed by amendment.
*** Previously filed.
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Exhibit (b)(3)
WHITCOMB
Real Estate
December 1, 1999
Steve Waite
The Windsor Corporation
6430 South Quebec
Englewood, Colorado 80111
RE: Partial Interest Valuations
Dear Mr. Waite:
At your request, we have performed a survey to determine the applicable
valuation procedures for an undivided partial interest in a manufactured home
community. For a real estate interest, the appropriate discount will vary based
on property size, location and percentage ownership. In our opinion, as of
November 15, 1999, an average discount of 25% would be appropriate for the
valuation of a minority interest.
Our conclusion is premised on the Assumptions and Limiting Conditions as
cited in our attached report, as well as the facts and circumstances as of the
valuation date. This appraisal has been prepared in accordance with the
"Uniform Standards of Professional Appraisal Practice" (USPAP) as published by
the Appraisal Standard Board of the Appraisal Foundation. This appraisal
assignment was not based on a requested minimum value, specific value, or the
approval of a loan. The intended user of this report is The Windsor
Corporation.
This is a Summary Appraisal, which is intended to comply with the reporting
requirements set forth under Standards Rule 2-2(b) of the Uniform Standards of
Professional Appraisal Practice for Summary Appraisal Reports. This report
represents only summary discussions of the data, reasoning, and analyses
employed in the appraisal process toward the development of our opinion of
value. Supporting documentation has been retained in our files.
We appreciate this opportunity to be of service to you. If you have any
questions, please do not hesitate to contact us.
Very truly yours,
/s/John H. Whitcomb
John H. Whitcomb, MAI, CCIM
St. Cert. Gen. REA #0001234
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PURPOSE AND FUNCTION OF THE APPRAISAL
- -------------------------------------
The purpose of the appraisal is to express our opinion of the applicable
valuation procedures for an undivided partial interest in a manufactured home
community, as of November 15, 1999. The information, opinions, and conclusions
contained in this report have been prepared as a basis for management planning.
The intended user of this report is The Windsor Corporation.
EXTENT OF CONFIRMING, COLLECTING AND REPORTING DATA
- ---------------------------------------------------
This assignment encompasses providing an opinion to determine the
applicable valuation procedures for an undivided partial interest in a
manufactured home community. We surveyed brokers and owners known to us in an
attempt to find sales of partial interests, but these sources were unable to
provide us with any arm's length transactions. We have also studied numerous
articles and treatises relating to partial interest valuations, which generally
point to a discount for a minority interest, but fail to provide any meaningful
empirical data to support this position. We also consulted The Partnership
Spectrum, a clearinghouse for information on partnership issues.
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PARTIAL INTEREST VALUATION
- --------------------------
While there is little empirical data to support the valuation of a partial
interest, it is clear from our research and published articles that some
discount for a partial interest is appropriate.
We surveyed brokers and owners known to us in an attempt to find sales of
partial interests, but these sources were unable to provide us with any arm's
length transactions. In some cases, partners bought each other out based on the
pro-rata value of the underlying property determined through third-party offers
or appraisals. In other cases, partnerships were partitioned at the direction
of the court and the properties were sold to the highest bidder. We have also
studied numerous articles and treatises relating to partial interest valuations
which generally point to a discount for a minority interest, but fail to provide
any meaningful empirical data to support their position. In an article in the
July 1997 Appraisal Journal titled Unsyndicated Partial Interest Discounting, by
-----------------------------------------
Walter H. Humphrey and Bruce B. Humphrey, MAI, the authors cite illiquidity,
lack of control, increased financing costs, cost of management, cash flows,
legal costs and market uncertainties as factors to consider in determining
whether a discount is appropriate in valuing a partial ownership interest in
property.
Partial interest discounts are used widely in valuations for federal tax
purposes, particularly in estate tax valuations. These discounts are typically
used by the IRS or determined by Tax Court. However, each case is different and
little public data is available.
A survey of real estate lenders indicated that a partial ownership interest
in property would be difficult to finance unless the borrower provided some type
of credit enhancement, since a lender would not want to be in the position of
foreclosing on a partial ownership interest and be unable to control the entire
property. This would limit financings to entities with significant financial
strength.
<PAGE>
Partial Interest Valuation 4
Partial Interest Discount
- -------------------------
As previously noted, there is limited information available on the sale of
partial ownership interests in manufactured home communities. Therefore, we
broadened our search to publicly traded partnerships to gauge the discount that
would be applicable. We consulted The Partnership Spectrum published by
Partnership Profiles, Inc. in May/June 1999. This issue documents 508 sales
transactions of partnership interests compiled from eight secondary market
firms. This study examined 95 publicly registered, but non-publicly-traded real
estate partnerships. According to the study, the average price to value
discount was 27%. As reported, the discount has dropped annually due to the
overall improvement in the real estate market. The average discounts reported
for various types of partnerships is as shown below.
<TABLE>
<CAPTION>
Partnership Number Of Average
Category Partnerships Discount
================================================================================
<S> <C> <C>
Equity - Distributing, Low or 27 25%
No Debt
================================================================================
Equity - Distributing, 17 35%
Moderate to High Debt
================================================================================
Equity - Non-Distributing 15 46%
================================================================================
Undeveloped Land 4 46%
================================================================================
Triple-Net-Lease 22 14%
================================================================================
Insured Mortgages 10 14%
================================================================================
</TABLE>
Source: The Partnership Spectrum, May/June 1999.
The discounts ranged from 14% to 46%. Typically, a lower discount
indicated that there was lower perceived risk in the partnership. The insured
mortgages category reflects an insured return while the triple-net-lease
category typically reflects a credit tenant. The 17 partnerships that have a
high level of debt financing reflect an average discount of 46% while the 27
that are either debt-free or have low to moderate debt reflect an average
discount of 25%.
The survey also details two (besides the four Windsor partnerships)
distributing equity partnerships that invest exclusively in manufactured home
communities. They are Uniprop MHC Income Fund I and Uniprop MHC Income Fund II.
The average discounts reflected for sales of partnership interests were 45% and
40%, respectively. The Uniprop partnerships own a variety of manufactured home
communities in different markets.
The survey cites lack of control over when a partnership may be liquidated
as one factor in determining appropriate discounts. This is an issue for
undivided interests in real estate as well. A minority owner must have the
financial wherewithal to purchase the majority owner's interest. Marketability,
or lack thereof, is cited as another important factor in discounts for private
partnerships. Limited secondary markets are available to owners of private
partnership interests. This is the case for partial interests as well, as the
number of potential buyers of minority interests would be limited. The lack of
financing for partial interests is also a negative factor. Any buyer would have
to provide credit enhancement or additional collateral to obtain financing. An
owner of a partial interest could file a partition suit and the partner might be
able to recoup the full value of the partial interest. However, an owner of a
partial interest in property would have to be in a strong financial position to
defend their interest.
<PAGE>
Partial Interest Valuation 5
Conclusion
- ----------
The above factors point to the application of a discount in the valuation
of partial ownership interests. As described above, discounts are prevalent in
the sale of public partnership interests, ranging from as high as 46% for non-
distributing and land partnerships. Based on our review, the two manufactured
home community partnerships in the study exhibited discounts of 40% and 45% in
connection with the sale of partnership interests. Some of the Uniprop
partnerships' properties were in poor condition and located in poor markets.
The partnerships may have also been affected by adverse terms of their
respective partnership agreements or structures. Therefore, the average
discount for a real estate interest would not be as high as the discounts for
the partnership interests.
For a real estate interest, the appropriate discount will vary based on
property size, location and percentage ownership. In our opinion, an average
discount of 25% would be appropriate for the valuation of a minority interest.
<PAGE>
Partial Interest Valuation 6
CERTIFICATION
- -------------
I certify that, to the best of my knowledge and belief:
The statements of fact in this report are true and correct.
The reported analyses, opinions, and conclusions are limited only by the
reported assumptions and limiting conditions and are my personal, impartial and
unbiased professional analyses, opinions, and conclusions.
I have no present or prospective interest in the property that is the subject of
this report, and no personal interest with respect to the parties involved.
I have no bias with respect to the property that is the subject of this report
or to the parties involved with this assignment.
My engagement in this assignment was not contingent upon developing or reporting
predetermined results.
My compensation for completing this assignment is not contingent upon the
development or reporting of a predetermined value or direction in value that
favors the cause of the client, the amount of the value opinion, the attainment
of a stipulated result, or the occurrence of a subsequent event directly related
to the intended use of this appraisal.
My analysis, opinions, and conclusions were developed, and this report has been
prepared, in conformity with the Uniform Standards of Professional Appraisal
Practice.
The use of this report is subject to the requirements of the Appraisal Institute
relating to review by its duly authorized representatives.
As of the date of this report, John H. Whitcomb, MAI, CCIM has completed the
requirements under the continuing education program of the Appraisal Institute.
No one provided significant professional assistance to the person signing this
report.
I am in compliance with the competency provisions of the Uniform Standards of
professional Appraisal Practice of the Appraisal Foundation.
This appraisal assignment was not based on a requested minimum value, specific
value, or the approval of a loan.
John H. Whitcomb, MAI, CCIM
St. Cert. Gen. REA #0001234
<PAGE>
Partial Interest Valuation 7
ASSUMPTIONS AND LIMITING CONDITIONS
- -----------------------------------
The primary assumptions and limiting conditions pertaining to the conclusion in
this report are summarized below.
To the best of our knowledge and belief, the statements of facts contained in
the appraisal report, upon which the analysis and conclusion expressed are
based, are true and correct. Information, estimates and opinions furnished to
us and contained in the report or utilized in the formation of the conclusion
were obtained from sources considered reliable and believed to be true and
correct. However, no representation, liability or warranty for the accuracy of
such items is assumed by or imposed on us, and is subject to corrections,
errors, omissions and withdrawal without notice.
The valuation may not be used in conjunction with any other appraisal or study.
The conclusion stated in this appraisal is based on the program of utilization
described in the report, and may not be separated into parts. The appraisal was
prepared solely for the purpose and party so identified in the Purpose and
Function of the Report. The appraisal report may not be reproduced, in whole or
in part, and the findings of the report may not be utilized by a third party for
any purpose, without the written consent of Whitcomb Real Estate.
No change of any item in any of the appraisal report shall be made by anyone
other than Whitcomb Real Estate and we shall have no responsibility for any such
unauthorized change.
We are not required to give testimony or to be in attendance at any court or
administrative proceeding with reference to the property appraised unless
additional compensation is agreed to and prior arrangements have been made.
Unless specifically stated, the conclusion contained in the appraisal applies to
the real estate only, and does not include personal property, machinery and
equipment, trade fixtures, business value, goodwill or other non-realty items.
Income tax considerations have not been included or valued unless so specified
in the appraisal. We make no representations as to the value changes that may
be attributed to such considerations.
Neither all nor any part of the contents of the report shall be disseminated or
referred to the public through advertising, public relations, news or sales
media, or any other public means of communication or referenced in any
publication, including any private or public offerings including buy not limited
to those filed with Securities and Exchange Commission or other governmental
agency, without the prior written consent and approval of and review by Whitcomb
Real Estate.
In completing the appraisal, it is understood and agreed that the report are not
now intended, and will not be used in connection with a real estate syndication.
Good and marketable title to the interest being appraised is assumed. We are
not qualified to render an "opinion of title," and no responsibility is assumed
or accepted for matters of a legal nature affecting the property being
appraised. No formal investigation of legal title was made, and we render no
opinion as to ownership of the property or condition of its title.
We take no responsibility for any events, conditions or circumstances affecting
the subject property or
<PAGE>
Partial Interest Valuation 8
its value, that take place subsequent to either the effective date of value
cited in the appraisal or the date of our field inspection, which ever occurs
first.
The estimates stated in this appraisal apply only to the effective dates stated
in the report. Real estate is affected by many related and unrelated economic
conditions within a local, regional, national and/or worldwide context, which
might necessarily affect the prospective value of the subject property. We
assume no liability for an unforeseen change in the economy, or at the subject
property, if applicable.
We believe that the underlying assumptions and current conditions provide a
reasonable basis for the value estimate stated in this appraisal. However, some
assumptions or projections inevitably will not materialize and unanticipated
events and circumstances may occur during the forecast period. These could
include major changes in the economic environs; significant increases or
decreases in current mortgage interest rates and/or terms or availability of
financing altogether; property assessment; and/or major revisions in current
state and/or federal tax or regulatory laws. Therefore, the actual results
achieved during the projected holding period and investor requirements relative
to anticipated annual returns and overall yields could vary from the projection.
Thus, variations could be material and have an impact on the individual value
conclusion stated herein.
<PAGE>
Exhibit 23.4
Consent of Appraiser
--------------------
This Firm prepared an appraisal report, dated December 1, 1999, regarding the
applicable valuation procedures for a partial ownership interest in a
manufactured home community (the "Valuation Report").
A description of the Valuation Report is included in Amendment No. 1 to the
Consent Solicitation Statement of Windsor Park Properties 6, A California
Limited Partnership ("Windsor 6"), to be filed on or about February 3, 2000 (the
"Consent Solicitation Statement"), a copy of which Consent Solicitation
Statement has been supplied to and reviewed by this Firm.
This Firm hereby:
(i) consents to the inclusion of the Valuation Report in the Consent
Solicitation Statement and related Schedule 14A of Windsor 6 (the "Schedule
14A") and related Transaction Statement on Schedule 13e-3 (the "Schedule 13E-
3"), as an appendix or otherwise, in any form (whether in paper or digital
format, including any electronic media);
(ii) consents to Windsor 6's inclusion of descriptions of the Valuation
Report and this Firm in the Consent Solicitation Statement, Schedule 14A and
Schedule 13E-3;
(iii) consents to the naming of our Firm as an expert under the caption
"Experts" in such Consent Solicitation Statement, Schedule 14A and Schedule 13E-
3 and the filing of this Consent as an Exhibit to the Schedule 14A and Schedule
13E-3; and
(iv) consents to the photocopying and transmittal of copies of the
Valuation Report, or excerpts thereof, to any or all limited partners of Windsor
6 and such other parties as Windsor 6 deems appropriate.
Date: February 3, 2000 WHITCOMB REAL ESTATE
By: /s/ John H. Whitcomb
--------------------
Name: John H. Whitcomb
Title: Owner
