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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 California Investors Limited Partnership
(Name of Subject Company)
Winthrop California Investors Limited Partnership
(Name of Person Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Carolyn Tiffany
Winthrop Financial Associates, A Limited Partnership
7 Bulfinch Place, Suite 500
P.O. Box 9507
Boston, Massachusetts 02114
(617) 570-4600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
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1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Winthrop California Investors Limited
Partnership, a Delaware limited partnership (the "Partnership"), and the address
of the principal executive offices of the Partnership is 7 Bulfinch Place, Suite
500, P.O. Box 9507, Boston, Massachusetts 02114. The title of the class of
equity securities to which this statement relates is limited partnership units
("Units") of the Partnership.
2. TENDER OFFER OF THE BIDDER
This Statement relates to the tender offer of Quadrangle Associates III LLC
(the "Purchaser"), to purchase up to 964 Units at a purchase price of $2,450 per
Unit, pursuant to the terms and conditions of an Offer to Purchase dated
February 12, 2004, and the related Letter of Transmittal (together, the
"Offer"). The Offer is being made pursuant to a tender offer statement on
Schedule TO dated February 12, 2004.
The principal business address of the Purchaser's executive offices is
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114.
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) Certain Relationships. The general partners (the "General Partners")
of the Partnership are Three Winthrop Properties, Inc. and Winthrop
Financial Associates, a Limited Partnership ("WFA"). Affiliates of the
General Partners own 1,048.83 Units representing approximately 29.97%
of the outstanding Units, and are allocated or receive approximately
29.97% of profit and loss and distributions allocated or distributed
to holders of Units.
In addition, under the terms of your partnership's Agreement of Limited
Partnership, your general partners and their affiliates are entitled to receive
certain cash distributions from, and be allocated taxable profits and losses of,
your Partnership. In addition, your general partners and their affiliates
receive certain fees and compensation for services rendered in connection with
the operations of your partnership.
In this regard, your partnership is required to pay WFA an annual asset
management fee of $750,000, which was paid in respect of each of 2002 and 2001.
A conflict of interest exists for the General Partners between continuing
the Partnership and receiving the fees described above and liquidating the
Partnership.
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4. THE SOLICITATION OR RECOMMENDATION
Because the Purchaser is an affiliate of the General Partners, the
Partnership is making no recommendation and is remaining neutral as to whether
Unitholders should tender their units pursuant to the Offer.
5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
None
6. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
None
7. ADDITIONAL INFORMATION TO BE FURNISHED
None.
8. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed herewith:
Exhibit (a)(i) - Letter from the Partnership to the limited
partners, dated February 12, 2004
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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.
Dated: February 12, 2004
WINTHROP CALIFORNIA INVESTORS
LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP,
Managing General Partner
By: /s/ Carolyn Tiffany
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Carolyn Tiffany
Chief Operating Officer
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