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
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(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
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Patrick J. Foye
Vice President - Residential
Date: December 5, 2003