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
SPRINGHILL LAKE INVESTORS
LIMITED PARTNERSHIP
(Name of Subject Company)
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
RICHARD J. MCCREADY, ESQ.
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
C/O THREE WINTHROP PROPERTIES, INC.
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 330-8600
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
ITEM 1. SECURITY AND SUBJECT COMPANY.
The title of the class of equity securities to which this statement
relates is units ("Units") of limited partnership interests ("L.P.
Interests") in Springhill Lake Investors Limited Partnership. The name of the
subject company 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.
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to the tender offer by Aquarius Acquisition, L.P.,
a Delaware limited partnership (the "Purchaser"), to purchase outstanding
L.P. Interests in the Partnership for consideration per Unit of $36,000 in
cash (including, in certain circumstances, the proceeds of a non-recourse
secured loan from the Purchaser), upon the terms and subject to the
conditions set forth in the Offer to Purchase (including the annexes thereto,
the "Offer to Purchase") dated February 1, 1995, and the related Letter of
Transmittal (which together constitute the "Offer"). The Offer is being made
pursuant to a tender offer statement on Schedule 14D-1 dated February 1,
1995. The address of the principal executive offices of the Purchaser is c/o
Winthrop Financial Associates, One International Place, Boston, Massachusetts
02110.
ITEM 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) Three Winthrop Properties, Inc. ("Three Winthrop") is the Managing
General Partner of the Partnership, the subject company. Three Winthrop is
indirectly controlled by Nomura Asset Capital Corporation, a Delaware
corporation, which is also the controlling person of the general partner of
the Purchaser. The material contained in Item 11 of the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1993 and in Note 9 of
Notes to Financial Statements of the Partnerships for the year ended December
31, 1993, which was included in the Annual Report on Form 10-K for 1993, and
which describes the fees and other compensation paid the Partnership and its
operating partnerships to Three Winthrop and its affiliates, is incorporated
herein by reference. The information set forth in "INTRODUCTION," "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. THE SOLICITATION OR RECOMMENDATION
(a) and (b) Because of the conflict of interest inherent in the fact that
Three Winthrop is, as described above, an affiliate of the Purchaser, the
Partnership is making no recommendation and is remaining neutral as to
whether Limited Partners should tender their Units pursuant to the Offer to
Purchase.
Subject to the terms of the Offer, Three Winthrop has determined to honor
any request of a Limited Partner to transfer any or all of its interest in
the Partnership to the Purchaser and to accept the Purchaser as a substitute
limited partner as to any such interests.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person or class of
persons to make solicitations or recommendations to Limited Partners on its
behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) Neither the Partnership nor any executive officer, director, affiliate
or subsidiary owns any Units.
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(b) As of January 31, 1995, five limited partners of Linnaeus--Lexington
Associates Limited Partnership, one of the general partners of the
Partnership, who are no longer employed by Three Winthrop or its affiliates,
beneficially own Units. One person owns a one-half Unit and the other four
own one Unit each (less than 1%).
Three Winthrop has no knowledge of the intentions of the five owners of
Units described in (a) above.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) The Partnership has received a proposal from Greenbelt Residential
Limited Partnership, a Delaware limited partnership ("Greenbelt"), to
purchase all of its partnership interest in the operating partnerships which
own Springhill Lake Apartments. The communications between Greenbelt and its
affiliates and associates and the Partnership to date are described in
"SPECIAL FACTORS--Background of the Offer," which is incorporated herein by
reference. The Greenbelt Consent Solicitation Statement dated January 19,
1995 is attached hereto as Exhibit (c)(3) and incorporated herein by
reference.
(b) None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed herewith:
EXHIBIT
NO.
DOCUMENT
(a)
Letters to Limited Partners from the Partnership dated December 19, 1994,
January 24, 1995 and February 1, 1995.
(b)
Not applicable.
(c)(1)
Aquarius Acquisition, L.P. Offer to Purchase dated February 1, 1995.
(c)(2)
Springhill Lake Investors Limited Partnership 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 included in Exhibit (c)(1).
(c)(3)
Greenbelt Residential Limited Partnership Consent Solicitation Statement
dated January 19, 1995 and related solicitation materials.
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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.
SPRINGHILL LAKE INVESTORS LIMITED
PARTNERSHIP
By: Three Winthrop Properties, Inc.
Managing General Partner
By: /s/ Philip J. Brannigan, Jr.
Name: Philip J. Brannigan, Jr.
Title: Vice President
Date: February 1, 1995
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EXHIBIT INDEX
PAGE
EXHIBIT DESCRIPTION NUMBER
- ----------- ----------------------------------------------------------------------- ----------
(a) Letters to Limited Partners from the Partnership dated December 19,
1994, January 24, 1995 and February 1, 1995.
(b) Not applicable.
(c)(1) Aquarius Acquisition, L.P. Offer to Purchase dated February 1, 1995.
(c)(2) Springhill Lake Investors Limited Partnership 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 included as Exhibit(c)(1).
(c)(3) Greenbelt Residential Limited Partnership Consent Solicitation
Statement dated January 19, 1995 and related solicitation materials.