-----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, WyjzusCP/LLyIKB7aZUsUYnEe40w1VOJeCyvEqN5MlHTYOVgiPrvV7bPAEEvSpq/ 3hzFk9GtFZTrqTqdu1E4vA== 0000950134-03-016281.txt : 20031205 0000950134-03-016281.hdr.sgml : 20031205 20031205112301 ACCESSION NUMBER: 0000950134-03-016281 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031203 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINTHROP GROWTH INVESTORS I LP CENTRAL INDEX KEY: 0000722565 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 042839837 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13389 FILM NUMBER: 031039465 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: WINTHROP INCOME PROPERTIES I LTD PARTNERSHP DATE OF NAME CHANGE: 19840124 8-K 1 d11097e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 3, 2003 WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Massachusetts 2-84760 04-2839837 - ---------------------------- ------------ ---------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (864) 239-1000 (Registrant's telephone number) Item 5. Other Events and Required FD Disclosure. On October 22, 2003, the Registrant began soliciting the consent of its limited partners to an amendment (the "Amendment") to the Amended and Restated Agreement of Limited Partnership of the Registrant to extend the term of the Registrant from December 31, 2003 to December 31, 2021. The consent of limited partners who own more than 50% of all outstanding limited partnership units in the Registrant ("units") was required to approve the Amendment. At midnight, New York City time, on November 11, 2003, the consent solicitation expired pursuant to its terms. Limited partners owning more than 50% of all outstanding limited partnership units in the Registrant consented to the Amendment. On November 20, 2003, the general partner of the Registrant executed the Amendment, which is attached as Exhibit 3.3, as the general partner and on behalf of the limited partners, and has made the requisite filings with the Secretary of the Commonwealth of the Commonwealth of Massachusetts. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. The following exhibit is filed with this report: 3.3 Amendment to the Amended and Restated Agreement of Limited Partnership, dated November 20, 2003. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP By: Two Winthrop Properties, Inc. Managing General Partner By: /s/ Patrick J. Foye ---------------------------- Patrick J. Foye Vice President - Residential Date: December 5, 2003 EX-3.3 3 d11097exv3w3.txt AMENDMENT TO AMENDED/RESTATED AGREEMENT OF LP EXHIBIT 3.3 WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP This AMENDMENT (this "Amendment") dated as of November 20, 2003, to the AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the "Partnership Agreement") of WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP, a Massachusetts limited partnership (the "Partnership"), is entered into by the undersigned. WITNESSETH: WHEREAS, pursuant to Section 11.2.B(ii) of the Partnership Agreement, a majority in interest of the Limited Partners have consented in writing to this Amendment to the Partnership Agreement; and WHEREAS, pursuant to the Partnership Agreement the General Partner may execute this Amendment to the Partnership Agreement on behalf of the Partnership and the Limited Partners; NOW, THEREFORE, the parties agree as follows: 1. Section 2.4 of the Partnership Agreement is hereby amended to read in its entirety as follows: "The Partnership commenced upon the filing with the Secretary of State of the Commonwealth of Massachusetts on June 20, 1983, of an Agreement and Certificate of Limited Partnership pursuant to the Uniform Limited Partnership Act of the Commonwealth of Massachusetts and shall continue in full force and effect until December 31, 2021 or until dissolution prior thereto pursuant to the provisions hereof." 2. Except as amended and modified by this Amendment, all other terms of the Partnership Agreement shall remain unchanged. 3. This Amendment shall be governed by and construed as to validity, enforcement, interpretations, construction, effect and in all other respects by the internal laws of the Commonwealth of Massachusetts. 4. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and their respective signatures to be hereunto affixed and attested, all as of the day and year first above written. MANAGING GENERAL PARTNER Two Winthrop Properties, Inc. By: /s/ Patrick J. Foye ------------------------------------------------- Name: Patrick J. Foye Title: Vice President - Residential LIMITED PARTNERS By: Two Winthrop Properties, Inc., as attorney-in fact pursuant to the power of attorney provided in Section 11.1 of the Partnership Agreement. By: /s/ Patrick J. Foye --------------------------------------------- Name: Patrick J. Foye Title: Vice President - Residential -----END PRIVACY-ENHANCED MESSAGE-----