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 18, 2003
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 2-84760 04-2839837
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(Registrant's telephone number)
(864) 239-1000
Item 5. Other Events
On December 11, 2003, AIMCO Properties, L.P., a Delaware Limited partnership
("AIMCO Properties") and AIMCO/Winthrop Growth Investors I GP, LLC, a Delaware
limited liability company ("AIMCO/Winthrop Growth Investors I"), entered into a
Redemption and Contribution Agreement (the "Redemption and Contribution
Agreement") with First Winthrop Corporation, a Delaware corporation ("FWC"), and
the sole shareholder of Two Winthrop Properties Inc. (the "Managing General
Partner"). The Managing General Partner is the current holder of the 6.25%
managing general partner interest (the "MGP Interest") in the Partnership. The
Redemption and Contribution Agreement relates to the acquisition of the MGP
Interest by AIMCO/Winthrop Growth Investors I.
At the time of the execution of the Redemption and Contribution Agreement, NHP
Management Company ("NHP"), an affiliate of AIMCO Properties, held, and until
such time as the transfer of the MGP Interest from the Managing General Partner
to AIMCO/Winthrop Growth Investors I is effective will continue to hold, 100% of
the Class B stock of FWC, which provides NHP with the right to elect one
director to the Managing General Partner's board of directors. That director, in
turn, has the power to appoint the sole member of the Residential Committee of
the Managing General Partner's board of directors. The Residential Committee of
the Managing General Partner's board of directors is vested with the authority
to elect officers and, subject to certain limitations, the Residential Committee
and its officers have the right to cause the Managing General Partner to take
such actions as the Residential Committee and its officers deem necessary and
advisable in connection with the activities of the Partnership.
The purchase price allocated to the MGP Interest was $1,000. The Redemption and
Contribution Agreement contemplates that the Managing General Partner will
contribute the MGP interest to AIMCO/Winthrop Growth Investors I in exchange for
limited partnership interests in AIMCO Properties. The transactions contemplated
by the Redemption and Contribution Agreement are subject to the consent of the
limited partners and, if applicable, lenders and governmental authorities.
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 29, 2003