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)
Unit of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Richard McCready
First Winthrop Corporation
One International Place
12th Floor
Boston, Massachusetts 02110
(617) 330-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
David J. Heymann
Post & Heymann, LLP
100 Jericho Quadrangle
Jericho, New York 11753
(516) 681-3636
Item 1. Security and Subject Company
The name of the subject partnership is Winthrop Growth Investors 1
Limited Partnership, a Massachusetts limited partnership (the "Partnership"),
and the address of its principal executive offices is One International Place,
12th Floor, Boston, Massachusetts 02110. The title of the class of equity
securities to which this Statement relates is Units of Limited Partnership
Interest in the Partnership ("Units").
Item 2. Tender Offer of the Bidder
This Statement relates to the tender offer of LON-WGI Associates
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 11,000 outstanding Units at a purchase price equal to $275.00 per Unit less
the amount of any distributions made by the Partnership between February 6, 1997
and the date of payment of the purchase price by the Purchaser, pursuant to the
terms and conditions of an Offer to Purchase dated February 6, 1997, and the
related Letter of Transmittal (together, the "Offer"). In this regard,
Unitholders should note that the Partnership anticipates making a distribution
to Unitholders of approximately $2.16 per Unit in late February 1997. The Offer
is being made pursuant to a tender offer statement on Schedule 14D-1 dated
February 6, 1997.
The address of the executive offices of the Purchaser is One
International Place, Boston, Massachusetts 02110.
Item 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 Purchaser is affiliated with Two Winthrop Properties, Inc., the
managing general partner of the Partnership (the "Managing General Partner"),
and Linnaeus-Lexington Associates Limited Partnership, a general partner of
the Partnership.
Certain Relationships. The General Partners receive no less than a 1%
allocation of the Partnership's profits and losses. In addition, subject to
receipt by Unitholders of certain priority distributions, the General Partners
are entitled to receive up to 10% of distributable cash from operations and 15%
of distributions of sale or refinancing proceeds. The Managing General Partner
and its affiliates are also entitled to be reimbursed for certain
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expenses and to receive fees pursuant to the terms of the Partnership Agreement
of the Partnership. For information as to the amounts paid to the Managing
General Partner and its affiliates during the last three fiscal years and the
nine months ended September 30, 1996 see Note 4 to the Financial Statements of
the Partnership in the Form 10-K of the Partnership for the fiscal year ended
December 31, 1995 and Note 4 to the Financial Statements of the Partnership in
the Form 10-QSB of the Partnership for the quarterly period ended September 30,
1996.
Item 4. The Solicitation or Recommendation
Because of the conflict of interest inherent in the fact that the
General Partners are, as described above, affiliates of the Purchaser, the
Partnership is making no recommendation and is remaining neutral as to whether
Unitholders should tender their Units pursuant to the Offer.
Item 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 Unitholders on its behalf concerning
the Offer.
Item 6. Recent Transactions and Intent with Respect to Securities.
(a) None
(b) Neither the Partnership nor any executive officer,
director, affiliate or subsidiary of the Partnership owns any Units.
Item 7. Certain Negotiations and Transactions by the Subject Company
(a) (b) Except as may otherwise be provided herein, no negotiation is
being undertaken or is underway by the Partnership, nor are there any
transactions, board resolutions of the Managing General Partner, agreements in
principle or signed contracts, in response to the Offer which relates to or
would result in: (1) an extraordinary transaction such as a merger or
reorganization, involving the Partnership or its subsidiaries; (2) a purchase,
sale or transfer of a material amount of assets by the Partnership or its
subsidiaries; (3) a tender offer for or other acquisition of securities by or of
the Partnership; or (4) any material change in the present capitalization or
dividend policy of the Partnership.
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Item 8. Additional Information to be Furnished
None.
Item 9. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a)(i) - Offer to Purchase of the Purchaser dated
February 6, 1997
Exhibit (a)(ii) - Cover Letter to Unitholders from the
Partnership dated February 6, 1997
Exhibit (b) - None
Exhibit (c)(i) - Note 4 to the financial statements of the
Partnership included in the Form 10-K of the
Partnership for the fiscal year ended December
31, 1995.
Exhibit (c)(ii) - Note 4 to the financial statements of the
Partnership included in the Form 10-QSB of the
Partnership for the quarterly period ended
September 30, 1996.
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.
Managing General Partner
Date: February 6, 1997 By: /s/ Richard McCready
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Richard McCready
Chief Operating Officer
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