SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
[ ] Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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WINTHROP GROWTH INVESTORS 1 LIMITED PARTNERSHIP
C/O THE ALTMAN GROUP, INC.
1275 VALLEY BROOK AVENUE
LYNDHURST, NEW JERSEY 07071
April 12, 2004
WE ARE EXTENDING THE CONSENT SOLICITATION TO MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, APRIL 30, 2004
Dear Limited Partner:
We are extending our consent solicitation, relating to (i) the
withdrawal of Two Winthrop Properties, Inc. as general partner of your
partnership and the substitution of AIMCO/Winthrop Growth Investors 1 GP, LLC,
an affiliate of AIMCO Properties, L.P., as general partner of your partnership,
and (ii) the waiver of your partnership's right of first refusal with respect to
the transfers of partnership interests in one of its operating partnerships, to
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 30, 2004. The consent
solicitation was previously scheduled to expire at midnight, New York time, on
April 12, 2004.
YOUR VOTE IS IMPORTANT. Please complete, date and sign the enclosed
Consent in accordance with its instructions and return it in the enclosed
pre-addressed, postage-paid envelope as soon as possible. Questions and requests
for assistance may be directed to the Solicitation Agent, The Altman Group,
Inc., at its address set forth below.
TWO WINTHROP PROPERTIES, INC.
THE SOLICITATION AGENT IS:
THE ALTMAN GROUP, INC.
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By Mail: By Overnight Courier: By Hand:
1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue
Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071
(800) 217-9608 (800) 217-9608 (800) 217-9608
By Facsimile: For Information please call:
(201) 460-0050 TOLL FREE (800) 217-9608
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