SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Name of the Issuer)
AQUARIUS ACQUISITION, L.P.
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
AQUARIUS ACQUISITION, L.P.
C/O NOMURA ASSET CAPITAL CORPORATION
TWO WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10005
(212) 667-2250
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
COPY TO:
RICHARD J. SABELLA, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
- -------------------------------------------------------------------------------
$23,364,000 $4,673
- -------------------------------------------------------------------------------
* The maximum number of limited partnership Units which may be purchased
pursuant to the Offer is 328. Any remaining tendered Units would remain
owned by the tendering limited partner but be pledged to secure a loan from
the Purchaser. The maximum aggregate consideration to be paid upon
consummation of the Offer would equal 328 (the maximum number of Units which
may be purchased upon consummation of the Offer) multiplied by the $36,000
purchase price per Unit. The remainder of the transaction value represents
the maximum amount to be paid out in the form of loans in respect of the
remaining 321 Units which may be transferred to the bidder one year and one
day from the date of consummation of the Offer and repayment of such loans.
[X] Check 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: $4,673 Filing Party: AQUARIUS ACQUISITION, L.P.
Form or Registration No.: SCHEDULE 14D-1 Date Filed: FEBRUARY 1, 1995
This Rule 13E-3 Transaction Statement (the "Statement") relates to a
tender offer by Aquarius Acquisition, L.P., a Delaware limited partnership
(the "Purchaser"), to purchase outstanding units of limited partnership
interests (the "Units") in Springhill Lake Investors Limited Partnership, a
Maryland limited partnership (the "Partnership"), upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated February 1, 1995
(including the annexes thereto, the "Offer to Purchase"), and in the related
Letter of Transmittal (which together constitute the "Offer"), copies of
which are filed as Exhibits (d)(1) and (d)(2) hereto, respectively. This
Statement is being filed by the Purchaser. Capitalized terms used in this
Schedule 13E-3 and not defined herein shall have the meanings set forth in
the Offer to Purchase.
The following cross-reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by the Purchaser
with the Securities and Exchange Commission on the date hereof of the
information required to be included in response to the items of this
Statement. The information in the Schedule 14D-1 is hereby expressly
incorporated herein by reference and the responses to each item in this
Statement are qualified in their entirety by the provisions of the Schedule
14D-1.
CROSS-REFERENCE SHEET
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
- ------------------ --------------------
Item 1(a) ......... Item 1(a)
Item 1(b) ......... Item 1(b)
Item 1(c) ......... Item 1(c)
Item 1(d) ......... *
Item 1(e) ......... *
Item 1(f) ......... *
Item 2(a) ......... Item 2(a)
Item 2(b) ......... Item 2(b)
Item 2(c) ......... Item 2(c)
Item 2(d) ......... Item 2(d)
Item 2(e) ......... Item 2(e)
Item 2(f) ......... Item 2(f)
Item 2(g) ......... Item 2(g)
Item 3(a)(1) ...... Item 3(a)
Item 3(a)(2) ...... Item 3(b)
Item 3(b) ......... *
Item 4 ............ *
Item 5 ............ Item 5
Item 6(a) ......... Item 4(a)
Item 6(b) ......... *
Item 6(c) ......... Item 4(b)
Item 6(d) ......... Item 4(c)
Item 7(a) ......... Item 5
Item 7(b) ......... *
Item 7(c) ......... *
Item 7(d) ......... *
Item 8 ............ *
Item 9 ............ *
Item 10(a) ........ Item 6(a)
Item 10(b) ........ Item 6(b)
Item 11 ........... Item 7
Item 12(a) ........ *
Item 12(b) ........ *
Item 13 ........... *
Item 14(a) ........ *
Item 14(b) ........ *
Item 15(a) ........ *
Item 15(b) ........ Item 8
Item 16 ........... Item 10(f)
Item 17 ........... Item 11
<FN>
* The item is located in the Schedule 13E-3 only.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer of the Units is Springhill Lake Investors
Limited Partnership, a Maryland limited partnership (the "Partnership"),
which has its principal executive offices at c/o Three Winthrop Properties,
Inc., One International Place, Boston, Massachusetts, 02110.
(b) Based on information provided by the Partnership, as of January 31,
1995, there are 649 Units, and there were 679 holders of record of Units (the
"Unitholders").
(c) There is no established public or other trading market for the Units.
Trading in the Units is sporadic and occurs solely through private
transactions, and therefore, information on the range of high and low bid
quotations is not available. The most recent trade occurred on December 1,
1994 and involved the transfer of one half of a Unit at a price of $13,500
per Unit. This was the only trade to occur since December 31, 1992 other than
pursuant to a divorce or estate settlement or pursuant to a transfer to a
relative or affiliate.
(d) The information set forth in "THE OFFER--Certain Information
Concerning the Partnership" of the Offer to Purchase and in Item 5 of the
Partnership's Annual Report on Form 10-K for the fiscal year ended December
31, 1993, which is attached as Annex I to the Offer to Purchase, is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) The information set forth in "INTRODUCTION," "THE
OFFER--Certain Information Concerning the Purchaser" and in Schedule I of the
Offer to Purchase is incorporated herein by reference.
(e) and (f) During the last five years, neither the Purchaser, nor
Partnership Acquisition Trust I, its general partner, nor Nomura Asset
Capital Corporation, its controlling corporation, nor any of the individuals
listed on Schedule I to the Offer to Purchase (i) has been convicted in a
criminal proceeding or (ii) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, Federal or state
securities laws or finding any violation of such laws.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) and (b) The information set forth in "SPECIAL FACTORS--Background of
the Offer" and "THE OFFER--Certain Information Concerning the Purchaser" and
"--Interests of Certain Persons and Certain Transactions" of the Offer to
Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "INTRODUCTION" and "THE OFFER--Terms of
the Offer," "--Proration; Acceptance and Payment for Units" and "--Conditions
of the Offer" of the Offer to Purchase is incorporated herein by reference.
(b) None.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in "SPECIAL FACTORS--Purpose and Effects
of the Offer" and "--Future Plans" of the Offer to Purchase is incorporated
herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) and (c) The information set forth in "THE OFFER--Source of Funds" of
the Offer to Purchase is incorporated herein by reference.
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(b) The information set forth in "THE OFFER--Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference. The Purchaser
estimates the expenses it will incur in connection with the Offer as follows:
Filing Fee .. $ 4,673
Legal ........ 200,000
Printing ..... 30,000
Other ........ 35,327
---------
Total ........ $270,000
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in "INTRODUCTION," SPECIAL
FACTORS--Background of the Offer," "--Purpose and Effects of the Offer" and
"--Future Plans" and "THE OFFER--Interest of Certain Persons and Certain
Transactions" and "--Certain Federal and State Income Tax Consequences" of
the Offer to Purchase is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS--Background of the Offer," "--Determination of the Cash
Consideration" and "--Purpose and Effects of the Offer" and "THE
OFFER--Interests of Certain Persons and Certain Transactions" of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in "SPECIAL FACTORS--Determination of the
Consideration" of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
(c) The information set forth in "SPECIAL FACTORS--Determination of the
Consideration" of the Offer to Purchase is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "THE OFFER--Certain Information
Concerning the Purchaser" of the Offer to Purchase is incorporated herein by
reference.
(b) None.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "THE OFFER--Certain Information Concerning
the Purchaser" and "--Interests of Certain Persons and Certain Transactions"
of the Offer to Purchase is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) To the knowledge of the Purchaser after reasonable inquiry, no general
partner of the Partnership or person controlling such general partner owns
any Units.
(b) To the knowledge of the Purchaser after reasonable inquiry, no general
partner of the Partnership or person controlling such general partner has
made a recommendation in support of or opposed to the Offer. Because of the
affiliation of the Purchaser and the Partnership, the Partnership has
indicated in its statement on Schedule 14D-9 that it makes no recommendations
and is remaining neutral as to whether a Limited Partner should accept the
Offer.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The transaction does not give rise to appraisal rights and such rights
will not be voluntarily afforded to the Limited Partners.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)(1) and (2) The financial statements contained in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1993 and Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994 attached as
Annexes I and II, respectively, to the Offer to Purchase are incorporated
herein by reference.
(a)(3) The ratio of earnings to fixed charges for the Partnership for the
fiscal years ended December 31, 1992 and 1993 and the nine months ended
September 30, 1994 was 1.75 to 1.0, 2.19 to 1.0 and 2.54 to 1.0,
respectively.
(a)(4) The net book value of the L.P. Interests at December 31, 1993 and
September 30, 1994 was approximately $10,193 and $9,738 per Unit,
respectively.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) None.
(b) The information set forth in "THE OFFER--Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the Offer is set forth in the Offer to
Purchase and the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (d)(1) and (d)(2) respectively, and each of which is
incorporated herein by reference.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Acquisition Loan Agreement between Nomura Asset Capital Corporation and the Purchaser
Form of Pledge and Security Agreement between Nomura Asset Capital Corporation and the
(a)(2) Purchaser
(b)(1) Selected pages from Price Waterhouse LLP Appraisal
(b)(2) Selected pages from Lipman Frizzell & Mitchell LLC Appraisal
Greenbelt Residential Limited Partnership Consent Solicitation Statement dated January 19,
(c)(1) 1995 and related solicitation material
Complaint to Enforce Contract in the case styled, Three Winthrop Properties, Inc. v. Lerner
(c)(2) Corporation, Case No. 129192-V (Cir. Ct. Montgomery Cty., Md.), dated Nov. 17, 1994
Motion for Partial Summary Judgment in the case styled, Three Winthrop Properties, Inc. v.
(c)(3) Lerner Corporation, Case No. 129192-V (Cir. Ct. Montgomery Cty., Md.)
Complaint For Money Damages, An Accounting And Other Relief in the case styled, Theodore N.
(c)(4) Lerner v. Three Winthrop Properties, Inc. (D. Md. 1994), filed Dec. 27, 1994
(d)(1) Offer to Purchase dated February 1, 1995
(d)(2) Letter of Transmittal
(d)(3) Letter to Limited Partners dated February 1, 1995
(d)(4) Press Release dated February 1, 1995
(e) Not applicable
(f) Not applicable
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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.
Dated: February 1, 1995
AQUARIUS ACQUISITION, L.P.
By: Partnership Acquisition Trust I, its
General Partner
By: WILMINGTON TRUST COMPANY,
as Trustee and not in its individual capacity
By: /s/ David A. Vanaskey, Jr.
-----------------------------------
Name: David A. Vanaskey, Jr.
Title: Senior Financial Services Officer
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EXHIBIT INDEX
PAGE
EXHIBIT DESCRIPTION NUMBER
- ----------- --------------------------------------------------------------------------------- ----------
(a)(1) Form of Acquisition Loan Agreememt between Nomura Asset Capital Corporation and the
Purchaser
(a)(2) Form of Pledge and Security Agreement between Nomura Asset Capital Corporation
and the Purchaser
(b)(1) Selected pages from Price Waterhouse LLP Appraisal
(b)(2) Selected pages from Lipman Frizzell & Mitchell LLC Appraisal
(c)(1) Greenbelt Residential Limited Partnership Consent Solicitation Statement dated
January 19, 1995
(c)(2) Complaint to Enforce Contract in the case styled, Three Winthrop Properties, Inc.
v. Lerner Corporation, Case No. 129192-V (Cir. Ct. Montgomery Cty., Md.), dated
Nov. 17, 1994
(c)(3) Motion for Partial Summary Judgment in the case styled, Three Winthrop
Properties, Inc. v. Lerner Corporation, Case No. 129192-V (Cir. Ct. Montgomery
Cty., Md.)
(c)(4) Complaint For Money Damages, An Accounting And Other Relief in the case styled,
Theodore N. Lerner v. Three Winthrop Properties, Inc. (D. Md. 1994), filed Dec.
27, 1994
(d)(1) Offer to Purchase dated February 1, 1995
(d)(2) Letter of Transmittal
(d)(3) Letter to Limited Partners dated February 1, 1995
(d)(4) Press Release dated February 1, 1995