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) May 17, 2005
WINTHROP GROWTH INVESTORS I 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 or File Number) Identification Number)
organization)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Acquisition or Disposition of Assets.
Winthrop Growth Investors I Limited Partnership (the "Registrant") owns a 100%
interest in Stratford Place Investors Limited Partnership ("Stratford") a
Delaware limited partnership. On May 17, 2005, Stratford sold its investment
property, Stratford Place Apartments, a 350-unit apartment complex located in
Gaithersburg, Maryland (the "Property"), to a third party, Fairfield Broadstone
LP (the "Purchaser") a Delaware limited partnership, and an affiliate of FF
Realty LLC. The Purchaser paid a purchase price of approximately $29,000,000 for
Stratford Place Apartments. The Registrant continues to own and operate one
additional property.
In accordance with the Second Amendment and Related Certificate of Limited
Partnership of the Registrant, the Registrant's Managing General Partner is
evaluating the cash requirements of the Registrant to determine whether any
portion of the net proceeds will be distributed to the Registrant's partners.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma consolidated balance sheet and statements of
operations reflect the operations of the Registrant as if Stratford Place
Apartments had been sold on January 1, 2004.
The pro forma consolidated financial statements do not project the Registrant's
results of operations at any future date or for any future period. This pro
forma information should be read in conjunction with the Registrant's 2004
Annual Report on Form 10-KSB.
PRO FORMA CONSOLIDATED BALANCE SHEET
(in thousands)
March 31,
2005
All other assets $ 752
Investment properties, net 4,670
Total Assets $ 5,422
All other liabilities $ 236
Mortgage notes payable 5,416
Partners' deficit (230)
Total Liabilities and Equity $ 5,422
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Year Ended Quarter Ended
December 31, 2004 March 31, 2005
Total revenues $ 2,586 $ 684
Total expenses 2,694 600
Net (loss) income $ (108) $ 84
Net (loss) income per limited
partnership unit $ (4.20) $ 3.28
(c) Exhibits
The following exhibits are filed with this report (1):
10.5 Purchase and Sale Contract between Stratford Place Investors Limited
Partnership, a Delaware limited partnership, as Seller, and FF
Realty LLC, a Delaware limited liability company, as Purchaser,
effective February 28, 2005 filed as exhibit 10.5 to the
Registrant's Current Report on Form 8-K dated February 28, 2005 and
incorporated herein by reference.
10.6 First Amendment to Purchase and Sale Contract between Stratford
Place Investors Limited Partnership, a Delaware limited partnership,
as Seller, and FF Realty LLC, a Delaware limited liability company,
as Purchaser, dated March 30, 2005.
10.7 Second Amendment to Purchase and Sale Contract between Stratford
Place Investors Limited Partnership, a Delaware limited partnership,
as Seller, and FF Realty LLC, a Delaware limited liability company,
as Purchaser, dated April 28, 2005.
(1) Schedules and supplemental materials to the exhibits have been
omitted but will be provided to the Securities and Exchange
Commission upon request.
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 I LIMITED
PARTNERSHIP
By: AIMCO/Winthrop Growth Investors I, GP,
LLC
Managing General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: May 20, 2005
Exhibit 10.6
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is
dated as of the 30th day of March, 2005 by and between STRATFORD PLACE INVESTORS
LIMITED PARTNERSHIP, a Delaware limited partnership, having a principal address
at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller") and FF REALTY LLC, a Delaware limited liability company, having a
principal address at 5510 Morehouse Drive, Suite 200, San Diego, California
92121 ("Purchaser").
RECITALS
WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale
Contract dated as of February 28, 2005 (the "Contract"; capitalized terms used
herein without definition shall have the respective meanings ascribed thereto in
the Contract) in connection with the acquisition by Purchaser from Seller of a
certain multifamily residential apartment complex known as Stratford Place
Apartments, located in Montgomery County, Maryland as more particularly
described in the Contract, subject to and in accordance with the terms and
conditions set forth therein; and
WHEREAS, Purchaser and Seller desire to modify the Contract in accordance
with the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The first sentence of Section 5.1 of the Contract is hereby amended by
deleting the phrase "ending thirty (30) calendar days thereafter" where it
appears therein and substituting the phrase "ending at or before 12:00 p.m.
Eastern time on April 14, 2005."
2. The first sentence of Section 7.1.1 of the Contract is hereby deleted in its
entirety and replaced with the following: "The Closing shall occur on May 17,
2005."
3. Section 14.1 of the Contract is hereby deleted in its entirety.
4. Except as modified hereby, the Contract remains unmodified and in full force
and effect.
5. This Amendment may be executed in any number of counterparts, all of which
when taken together shall constitute one and the same Amendment. This Amendment
may be executed by facsimile which shall be deemed to have the same force and
effect as original signatures.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
STRATFORD PLACE INVESTORS LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Winthrop Growth Investors I Limited
Partnership, a Massachusetts limited
partnership, its Managing General Partner
By: AIMCO/Winthrop Growth Investors 1
GP, LLC, a Delaware limited
liability company, its Managing
General Partner
By: AIMCO Properties, L.P.,
a Delaware limited
partnership, its sole general
partner
By: AIMCO-GP, Inc., a
Delaware corporation,
its general partner
By:/s/Brian Bornhorst
Name: Brian Bornhorst
Title: Vice President
FF REALTY LLC, a Delaware limited liability
company
By: FF Properties, Inc., its Member Manager
By: /s/Stanley P. Herskovitz
Name: Stanley P. Herskovitz
Title: Vice President
Exhibit 10.7
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Amendment") is
dated as of the 18th day of April, 2005 by and between STRATFORD PLACE INVESTORS
LIMITED PARTNERSHIP, a Delaware limited partnership, having a principal address
at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237
("Seller") and FF REALTY LLC, a Delaware limited liability company, having a
principal address at 5510 Morehouse Drive, Suite 200, San Diego, California
92121 ("Purchaser").
RECITALS
WHEREAS, Purchaser and Seller entered into that certain Purchase and Sale
Contract dated as of February 28, 2005 as amended by that certain First
Amendment to Purchase and Sale Contract dated as of March 30, 2005
(collectively, the "Contract"; capitalized terms used herein without definition
shall have the respective meanings ascribed thereto in the Contract) in
connection with the acquisition by Purchaser from Seller of a certain
multifamily residential apartment complex known as Stratford Place Apartments,
located in Montgomery County, Maryland as more particularly described in the
Contract, subject to and in accordance with the terms and conditions set forth
therein; and
WHEREAS, pursuant to Sections 3.1.1 and 3.1.2 of the Contract, the Initial
Released Funds and Additional Released Funds (totaling Three Hundred Thousand
Dollars ($300,000) of the Deposit) have been released to Seller. These Released
Funds are non-refundable, except as provided for in Sections 3.1.1 and 3.1.2;
and
WHEREAS, Purchaser and Seller desire to modify the Contract in accordance
with the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The first sentence of Section 6.6 of the Contract is hereby deleted in its
entirety and replaced with the following: "Seller covenants that it will not
voluntarily create or cause any lien or encumbrance to attach to the Property
between the date of this Purchase Contract and the Closing Date (other than the
following: (a) on and before April 18, 2005, Leases executed in the ordinary
course of business for a term not exceeding twelve (12) months, (b) after April
18, 2005, Leases to which Seller committed to lease in writing on or before
April 18, 2005, and (c) between the date of the Purchase Contract and the
Closing Date, Property Contracts in the ordinary course of business which can be
terminated on thirty (30) days or less notice without penalty); any such
monetary lien or encumbrance so attaching by voluntary act of Seller
(hereinafter, a "Voluntary Intervening Lien") shall be discharged by the Seller
at or prior to Closing on the Closing Date or any postponed Closing Date."
2. Section 3.1.1 (c) is hereby deleted in its entirety and replaced with the
following: "the Contract terminates pursuant to Section 13.1 or Section 15.1
because of casualty or condemnation."
3. Except as modified hereby, the Contract remains unmodified and in full force
and effect.
4. This Amendment may be executed in any number of counterparts, all of which
when taken together shall constitute one and the same Amendment. This Amendment
may be executed by facsimile which shall be deemed to have the same force and
effect as original signatures.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
STRATFORD PLACE INVESTORS LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Winthrop Growth Investors I Limited
Partnership, a Massachusetts limited
partnership, its Managing General Partner
By: AIMCO/Winthrop Growth Investors 1
GP, LLC, a Delaware limited
liability company, its Managing
General Partner
By: AIMCO Properties, L.P.,
a Delaware limited
partnership, its sole general
partner
By: AIMCO-GP, Inc., a
Delaware corporation,
its general partner
By:/s/Brian Bornhorst
Name: Brian Bornhorst
Title: Vice President
FF REALTY LLC, a Delaware limited liability
company
By: FF Properties, Inc., its Member Manager
By: /s/Stanley Herskovitz
Name: Stanley Herskovitz
Title: Senior Vice President