SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 22, 2004
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-14536 04-2869812
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
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(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
As previously reported, on October 3, 2003, Winthrop California Investors
Limited Partnership (the "Partnership") entered into a settlement agreement (the
"Settlement Agreement") with Crow Irvine #2, a California limited partnership
("Crow Irvine"), pursuant to which certain disputes between the parties relating
to Crow Winthrop Development Limited Partnership (the "Development Partnership")
were settled. Pursuant to the Settlement Agreement, the Limited Partnership
Agreement and Certificate of Amendment of the Development Partnership was
amended to provide, among other things, that if the Partnership receives a
preference payment of $22,000,000 (the "Preference Payment") arising from any
"Capital Transaction," as defined, during the period October 3, 2003 through
October 2, 2005, the Partnership would surrender its interest in the Development
Partnership to Crow Irvine.
On July 15, 2004, Crow Irvine advised the Partnership that it had entered
into a Capital Transaction and would be forwarding to the Partnership the
Preference Payment. Effective July 22, 2004, Crow Irvine made the Preference
Payment and the Partnership's interest in the Development Partnership was
surrendered. As a result of the surrender of the Partnership's interest in the
Development Partnership, the Partnership's sole remaining asset is cash and cash
equivalents. Accordingly, after satisfying all outstanding payables and
establishing necessary reserves, the Partnership will distribute its remaining
cash reserves to its partners and the Partnership will be dissolved.
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SIGNATURES
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 on this 26th day of July, 2004.
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
By: Winthrop Financial Associates,
A Limited Partnership,
Managing General Partner
By: /s/ Peter Braverman
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Peter Braverman
Executive Vice President
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