-----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, Smt6M4U8jmUdx42kqPqNBcyU/rRweeQXcyxNaSmGWFwiqSwv2b8sCGF0D70Gk8Dx iXC2ZOwXVYBgQk6yP1z9Fg== 0000891554-99-001040.txt : 19990519 0000891554-99-001040.hdr.sgml : 19990519 ACCESSION NUMBER: 0000891554-99-001040 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990518 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 14D9 SEC ACT: SEC FILE NUMBER: 005-48525 FILM NUMBER: 99629741 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FORMER COMPANY: FORMER CONFORMED NAME: WINTHROP INCOME PROPERTIES I LTD PARTNERSHP DATE OF NAME CHANGE: 19840124 FILED BY: 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 14D9 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FORMER COMPANY: FORMER CONFORMED NAME: WINTHROP INCOME PROPERTIES I LTD PARTNERSHP DATE OF NAME CHANGE: 19840124 SC 14D9 1 SCHEDULE 14D-9 ================================================================================ 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 Winthrop Growth Investors 1 Limited Partnership (Name of Subject Company) Winthrop Growth Investors 1 Limited Partnership (Name of Person Filing Statement) Units of Limited Partnership Interest (Title of Class of Securities) None (CUSIP Number of Class of Securities) Patrick Foye Two Winthrop Properties, Inc. 55 Beattie Place Greenville, South Carolina 29602 (864) 239-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) filing Statement) -------------------- ================================================================================ 1. Security and Subject Company The name of the subject company is Winthrop Growth Investors 1 Limited Partnership, a Massachusetts limited partnership (the "Partnership"), and the address of the principal executive offices of the Partnership is 55 Beattie Place, Greenville, South Carolina 29602. The title of the class of equity securities to which this statement relates is limited partnership units ("Units") of the Partnership. 2. Tender Offer of the Bidder This Statement relates to the tender offer of AIMCO Properties, L.P. (the "Purchaser"), to purchase up to 10,425 Units at a purchase price of $284 per Unit, less the amount of any distributions declared or made with respect to the Units between April 27, 1999 and May 24, 1999, pursuant to the terms and conditions of an Offer to Purchase dated April 27, 1999, and the related Letter of Transmittal (together, the "Offer"). The Offer is being made pursuant to a tender offer statement on Schedule 14D-1 dated April 27, 1999. The address of the Purchaser's executive offices is 1873 S. Bellaire Street, 17th Floor, Denver, Colorado 80222. 3. Identity and Background (a) The name and business address of the Partnership, which is the person filing this Statement, are set forth in Item 1 above. (b) The Partnership's general partner is Two Winthrop Properties, Inc., a Massachusetts corporation (the "General Partner"). The General Partner and the Purchaser are each controlled by Apartment Management and Investment Company ("AIMCO"), a Maryland real estate investment trust and a co-bidder in the Offer. Certain Relationships. The Purchaser and its affiliates own 4,872.34 Units, representing 21.057% of the total number of Units. The Partnership's Agreement of Limited Partnership provides for certain payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. During the years ended December 31, 1998, 1997 and 1996, affiliates of the General Partner (which are also affiliates of the Purchaser) were entitled to receive 5% of gross receipts from all of the Partnership's residential properties for providing property management services. The Partnership paid to such affiliates $362,000, $245,000 and $335,000 for the years ended December 31, 1998, 1997 and 1996, respectively. In addition, an affiliate of the General Partner (which is also an affiliate of the Purchaser) received reimbursement of accountable administrative expenses amounting to 2 approximately $76,000, $86,000 and $90,000 for the years ended December 31, 1998, 1997 and 1996, respectively. 4. The Solicitation or Recommendation Because of the conflict of interest inherent in the fact that the General Partner is, as described above, an affiliate of the Purchaser, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their Units pursuant to the Offer. The Partnership does believe, however, that Limited Partners who desire to presently liquidate their interest in the Partnership for cash should tender their Units for the greatest purchase price available. 5. Persons Retained, Employed or to be Compensated Neither the Partnership nor any person acting on its behalf has or currently intends to employ, retain or compensate any person or class of persons to make solicitations or recommendations to limited partners on its behalf concerning the Offer. 6. Certain Negotiations and Transactions by the Subject Company (a) No acquisitions of Units were made in the past 60 days by the Purchaser or AIMCO. (b) The 4,872.34 Units held by affiliates of the General Partner will not be tendered to the Purchaser pursuant to the Offer. 3 7. Certain Negotiations and Transactions with the Subject Company. (a)(1) None (a)(2) None (a)(3) The Purchaser is an affiliate of the General Partner. (a)(4) None (b) None 8. Additional Information to be Furnished None. 9. Material to be Filed as Exhibits The following Exhibits are filed herewith: Exhibit (a) - Letter to Limited Partners from the Partnership dated April 27, 1999. Exhibit (b) - None Exhibit (c) - None 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. WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP By: Two Winthrop Properties, Inc. General Partner By: /s/ Patrick Foye ------------------------------ Vice President-Residential Date: April 27, 1999 4 WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP 55 Beattie Place, P.O. Box 2347 Greenville, South Carolina 29602 (877) 460-2557 April 27, 1999 Dear Limited Partner: Encloses is the Schedule 14D-9 which was filed by the Partnership with the Securities and Exchange Commission in connection with the offer by AIMCO Properties, L.P. (the "Purchaser") to purchase limited partnership interests in the Partnership (the "Unit"). The corporate general partner of the Partnership is affiliated with the Purchaser. Accordingly, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their Units pursuant to the Purchaser's offer. The Partnership does believe, however, that Limited Partners who desire to presently liquidate their interest in the Partnership for cash should tender their Units for the greatest purchase price available. In this regard, including the Purchaser's offer, the Partnership is aware of two outstanding offers for Units: the Purchaser's offer at $284 per Unit; and an offer by Equity Resource Boston Fund (an unaffiliated third party) at $274 per Unit. Limited Partners are advised to carefully read the enclosed Schedule 14D-9. If you have any questions or would like further information about possible other opportunities to sell your Units, please contact River Oaks Partnership Services, Inc. at (888) 349-2005. Sincerely, WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP -----END PRIVACY-ENHANCED MESSAGE-----