-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JX4n7Herxhj65Ih6vWe7Uhx/h2Rk2NAWcOaJkumTafhmPwKQm1mExcILMr1kNa7g Zjzhe5xCmqPiPd4RMH4taA== 0000889812-97-000726.txt : 19970320 0000889812-97-000726.hdr.sgml : 19970320 ACCESSION NUMBER: 0000889812-97-000726 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970319 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINTHROP GROWTH INVESTORS I LP CENTRAL INDEX KEY: 0000722565 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042797919 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48525 FILM NUMBER: 97559536 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PL STREET 2: C/O FIRST WINTHROP CORP CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173308600 MAIL ADDRESS: STREET 1: C/O FIRST WINTHROP CORP STREET 2: ONE INTERNATIONAL PLACE CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: WINTHROP INCOME PROPERTIES I LTD PARTNERSHP DATE OF NAME CHANGE: 19840124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LON-WGI ASSOCIATES LLC CENTRAL INDEX KEY: 0001032409 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 12TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173308600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE STREET 2: 12TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 14D1/A 1 AMENDMENT NO. 2 TO TENDER OFFER STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 2) Final Amendment and SCHEDULE 13D* Statement Pursuant to Section 13(d) of the Securities and Exchange Act of 1934 ----------------------- WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP a Massachusetts Limited Partnership (Name of Subject Company) LON-WGI ASSOCIATES L.L.C. (Bidder) AP GP WIN MASTER, INC. (Co-Bidder) UNITS OF LIMITED PARTNERSHIP INTEREST (and assignee interests therein) (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ----------------------- Michael L. Ashner Copy to: LON-WGI Associates L.L.C. Mark I. Fisher 100 Jericho Quadrangle, Suite 214 Rosenman & Colin LLP Jericho, New York 11735-2717 575 Madison Avenue (516) 822-0022 New York, New York 10022-2585 (212) 940-8877 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) - ---------- * This statement also constitutes the statement on Schedule 13D of LON-WGI Associates L.L.C. and AP GP Win Master, Inc. filed with respect to the units of limited partnership Interest and assignee interests therein of Winthrop Growth Investors 1 Limited Partnership, a Massachusetts Limited Partnership, acquired pursuant to the Offer to Purchase, dated February 6, 1997. (continued on following pages) (Page 1 of 6 Pages) CUSIP No.: None 14D-1 Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person LON-WGI Associates L.L.C. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) AF; WC - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 4,760 - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) Approximately 20.6% - -------------------------------------------------------------------------------- 10. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- CUSIP No.: None 14D-1 Page 3 of 6 Pages - -------------------------------------------------------------------------------- 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person AP GP Win Master, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Sources of Funds (See Instructions) N/A - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 4,760* - -------------------------------------------------------------------------------- 8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row (7) Approximately 20.6% - -------------------------------------------------------------------------------- 10. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- - ---------- * Represents Units owned by LON-WGI Associates L.L.C. AMENDMENT NO. 2 TO SCHEDULE 14D-1 AND SCHEDULE 13D This Amendment No. 2 (Final Amendment) amends the Tender Offer Statement on Schedule 14D-1 filed with the Commission on February 6, 1997 by LON-WGI Associates L.L.C., a Delaware limited liability company (the "Purchaser"), as amended by Amendment No. 1 thereto (the "Schedule 14D-1"), relating to the tender offer by the Purchaser to purchase up to 11,000 of the outstanding Units of Limited Partnership Interest (and assignee interest therein) ("Units") of Winthrop Growth Investors 1 Limited Partnership, a Massachusetts limited partnership (the "Partnership"), at a purchase price (the "Purchase Price") equal to $275 per Unit less the amount of any distributions made by the Partnership between February 6, 1997 (the "Offer Date") and the date of payment of the Purchase Price by the Purchaser, net to the seller in cash, without interest, upon the terms set forth in the Offer to Purchase dated February 6, 1997 (the "Offer to Purchase") and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the "Offer"), to include the information set forth below, and (ii) constitutes the statement on Schedule 13D of LON-WGI Associates L.L.C. and AP GP Win Master, Inc. (the "Reporting Persons"). Terms not otherwise defined herein shall have the meaning ascribed to them in the Schedule 14D-1 and the Offer to Purchase. Item 4. Source and Amount of Funds or Other Consideration. Item 4(a) is hereby supplemented and amended as follows: "The total amount of funds required by the Purchaser to purchase the 4,755 Units accepted for payment pursuant to the Offer, exclusive of fees and expenses, is $1,307,625. The Purchaser obtained such funds (plus amounts to pay fees and expenses) from capital contributions from its members." Item 6. Interest in Securities of the Subject Company. Item 6(a)-(b) is hereby supplemented and amended as follows: "The Offer expired at 12:00 Midnight, New York City time, on Friday, March 14, 1997. Based on information provided by the Depositary to the Reporting Persons, pursuant to the Offer, as of 12:00 Midnight, New York City time on Friday, March 14, 1997, the Purchaser accepted for payment 4,755 Units, constituting approximately 20.5% of the outstanding Units." Item 11. Material to be Filed as Exhibits. Item 11 is hereby supplemented and amended by adding the following, copies of which are attached hereto as exhibits: (a)(5) Joint Filing Agreement dated March 19, 1997. Signatures 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. Dated: March 19, 1997 LON-WGI ASSOCIATES L.L.C. By: AP GP Win Master, L.P. By: AP GP Win Master, Inc., its General Partner By: AP Wem Associates L.P., Member By: AP GP Win Master, L.P., its General Partner By: /s/ Michael L. Ashner ------------------------------------ Name: Michael L. Ashner Title: Vice President Exhibit Index Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- (a)(5) Joint Filing Agreement dated March 19, 1997 EX-99.(A)(5) 2 JOINT FILING AGREEMENT DATED MARCH 19, 1997 Exhibit (a)(5) Joint Filing Agreement In accordance with 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto) with respect to the units of limited partnership interest and assignee interests therein of Winthrop Growth Investors 1 Limited Partnership and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned being duly authorized, have executed this Joint Filing Agreement the 19th day of March, 1997. Dated: March 19, 1997 LON-WGI ASSOCIATES L.L.C. By: AP GP Win Master, L.P. By: AP GP Win Master, Inc., its General Partner By: AP Wem Associates L.P., Member By: AP GP Win Master, L.P., its General Partner By: /s/Michael L. Ashner ---------------------------------------- Name: Michael L. Ashner Title: Vice President AP GP WIN MASTER, INC. By: /s/Michael L. Ashner ---------------------------------------- Name: Michael L. Ashner Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----