SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
FINAL AMENDMENT
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
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(Name of Subject Company (Issuer)
QUADRANGLE ASSOCIATES III LLC
BULFINCH GROUP LLC
WIN MANAGER CORP.
MICHAEL L. ASHNER
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(Names of Filing Persons (Identifying Status as
Offeror, Issuer or Other Person))
LIMITED PARTNERSHIP UNITS
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(Title of Class Securities)
None
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(CUSIP Number of Class Securities)
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PETER BRAVERMAN
QUADRANGLE ASSOCIATES III LLC
7 BULFINCH PLACE
SUITE 500
BOSTON, MA 02114
(617) 570-4600
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CALCULATION OF FILING FEE
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Transaction Valuation* $2,361,800 Amount of Filing Fee $463.10
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* For purposes of calculating the fee only. This amount assumes the purchase
of 964 units of limited partnership interest of the subject partnership for
$2,450 per unit. The amount of the filing fee, calculated in accordance
with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the aggregate of the cash offered by the
bidder.
[X] Check the box if any part of the fee is offset as provided by Rule 0- 11
(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: 463.10 Filing Party: Quadrangle Associates III LLC
Form or Registration No.: Schedule TO Date Filed: February 12, 2004
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
TENDER OFFER STATEMENT
This Amendment No. 5 is the final amendment to the Tender Offer
Statement on Schedule TO (the "Statement") filed with the Securities and
Exchange Commission by Quadrangle Associates III LLC ("Quadrangle"), Bulfinch
Group LLC, WIN Manager Corp., and Michael L. Ashner filed with the Securities
and Exchange Commission on February 12, 2004, as amended by Amendment No. 1 to
Schedule TO filed with the Securities and Exchange Commission on March 9, 2004,
as further amended by Amendment No. 2 to Schedule TO filed with the Securities
and Exchange Commission on March 12, 2004, as further amended by Amendment No. 3
to Schedule TO filed with the Securities and Exchange Commission on March 15,
2004, and as further amended by Amendment No. 4 to Schedule TO filed with the
Securities and Exchange Commission on March 23, 2004 relating to an offer to
purchase units of limited partnership interest ("Units") of Winthrop California
Investors Limited Partnership (the "Partnership") upon the terms and subject to
the conditions set forth in the Offer to Purchase dated February 12, 2004 (the
"Offer to Purchase") and the related Letter of Transmittal.
The tender offer expired at 12:00 midnight, Eastern Standard Time,
on March 31, 2004. Quadrangle accepted a total of 160.25 Units at a purchase
price of $2,450 per unit.
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SIGNATURE
After due 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
as of the 1st day of April, 2004.
QUADRANGLE ASSOCIATES III LLC
By: WIN Manager Corp.
Manager
By /s/ Peter Braverman
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Peter Braverman
Executive Vice President
WIN MANAGER CORP.
By: /s/ Peter Braverman
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Peter Braverman
Executive Vice President
BULFINCH GROUP LLC
By: /s/ Michael L. Ashner
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Michael L. Ashner
/s/ Michael L. Ashner
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Michael L. Ashner
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