<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
SCHEDULE 13E-3
(Amendment No. 3)
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
<PAGE>
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
- ----------------------------------------|---------------------------------------
$ | $
- --------------------------------------------------------------------------------
[x] Check box if any part of the fee is offset asprovided by Rule
0-11(a)(2) and identify the filing 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: $3,088.00 Filing party: Windsor Park Properties
6, A California Limited
Partnership
Form or registration no.: Schedule 14A Date Filed: November 19, 1999
2
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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 March 22, 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.
3
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
Item 1. Issuer and Class of Security
Subject to the Transaction
<S> <C>
(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.
</TABLE>
4
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<TABLE>
<CAPTION>
Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
<S> <C>
(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.
Item 6. Source and Amounts of Funds or Other
Consideration
(a) DESCRIPTION OF THE PROPOSED TRANSACTIONS -
The Purchase and Sale Agreement.
</TABLE>
5
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<TABLE>
<CAPTION>
Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
<S> <C>
(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.
(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.
</TABLE>
6
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<TABLE>
<CAPTION>
Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
<S> <C>
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.
(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.
</TABLE>
7
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<TABLE>
<CAPTION>
Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
<S> <C>
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.
(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.
</TABLE>
8
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<TABLE>
<CAPTION>
Location in Consent Solicitation
Item in Schedule 13E-3 Statement by Caption
- ---------------------- --------------------------------
<S> <C>
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
CONSENT PROCEDURES; TRANSACTIONS AUTHORIZED
(a) BY CONSENTS - Solicitation of Consents.
(b) CONSENT PROCEDURES; TRANSACTIONS AUTHORIZED
BY CONSENTS - Solicitation of Consents.
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.
</TABLE>
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
9
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"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 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
10
<PAGE>
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.
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.
11
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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.
(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.
12
<PAGE>
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.
(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) Chisolm 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.**
(b)(4) Presentation materials of Legg Mason Wood Walker, Incorporated
relating to their Fairness Opinion. **
(d) Preliminary Consent Solicitation Statement and related proxy
materials.*
13
<PAGE>
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 March 22, 2000.
** Previously filed.
14
<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.
Date: March 22, 2000 WINDSOR PARK PROPERTIES 6,
A California Limited Partnership
By: The Windsor Corporation,
general partner
By: /s/ Steven G. Waite
----------------------------
Name: Steven G. Waite
Title: President
15
<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.
Date: March 22, 2000 N'TANDEM TRUST
By: /s/ Gary P. McDaniel
------------------------------
Name: Gary P. McDaniel
Title: Trustee
16
<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.
Date: March 22, 2000 CHATEAU COMMUNITIES, INC.
By: /s/ Gary P. McDaniel
--------------------------------
Name: Gary P. McDaniel
Title: Chief Executive Officer
17
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a) Form of Promissory Note of N'Tandem in favor of Chateau.**
(b)(1) Appraisals of Whitcomb Real Estate.**
(A) Town & Country Estates
(B) Chisolm 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) Report of Whitcomb Real Estate.**
(b)(4) Presentation materials of Legg Mason Wood Walker,
Incorporated relating to their Fairness Opinion. **
(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.**
</TABLE>
_____________________
* 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 March 22, 2000.
** Previously filed.
18
