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 21, 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) File Number) Identification Number)
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 1.02 Termination of a Material Definitive Agreement.
Winthrop Growth Investors I Limited Partnership (the "Registrant"), owns a 99.9%
interest in Meadow Wood Associates, a Florida general partnership (the
"Partnership"). The Partnership owns Ashton Ridge Apartments ("Ashton Ridge"), a
356-unit apartment complex located in Jacksonville, Florida.
On November 2, 2005, eleven partnerships that own apartment complexes containing
an aggregate of 3,374 units (the "Original Selling Partnerships"), entered into
a Purchase and Sale Contract (the "Purchase Agreement") with a third party, The
Bethany Group, LLC, a California limited liability company (the "Purchaser"), to
sell twelve apartment complexes and one parcel of land owned by the Original
Selling Partnerships to the Purchaser for a total sales price of $161,250,000.
On December 6, 2005, the Partnership and the Original Selling Partnerships
(together the "Selling Partnerships") entered into a First Amendment to the
Purchase Agreement to provide for the sale of Ashton Ridge in addition to the
original twelve apartment complexes and one parcel of land (together the
"Properties" and individually a "Property") to be sold to the Purchaser. The
total sales price for the Properties was $179,923,469, of which $18,673,469 was
to be allocated to Ashton Ridge. Each of the Selling Partnerships is affiliated
with AIMCO Properties, L.P., an affiliate of the managing general partner of the
Registrant.
On December 21, 2005, the Selling Partnerships delivered written notice of their
election to terminate the Purchase Agreement pursuant to its terms and the
Purchase Agreement was thereby terminated.
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: December 30, 2005