SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 1)
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)
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 1,
1995 (the "Schedule 14D-9") of Springhill Lake Investors Limited Partnership.
Capitalized terms used herein shall have the definitions set forth in the
Schedule 14D-9 unless otherwise provided herein.
ITEM 3. IDENTITY AND BACKGROUND AND ITEM 7. CERTAIN NEGOTIATIONS AND
TRANSACTIONS BY THE SUBJECT COMPANY
MEETING WITH LERNER'S REPRESENTATIVES HELD ON FEBRUARY 13, 1995
On February 13, 1995 representatives of the Purchaser and Three Winthrop
met with representatives of Lerner. The parties discussed the current status
of their respective offers to Limited Partners and possible different
outcomes. The Purchaser and Three Winthrop indicated a willingness to listen
to any suggestions which Lerner may have concerning the Partnership and the
proposals made to date by Lerner and the Purchaser, but did not offer any
specific proposals. Lerner's representatives indicated that Lerner intended
to continue with the consent solicitation process initiated by Lerner on
January 19, 1995. In addition, Lerner's representatives requested answers to
four specific questions: (i) what expense reimbursements Winthrop Management
intended to collect under its new management contract; (ii) whether Three
Winthrop would immediately seek the approval of the Partnership's mortgage
lender for Lerner's assumption of the existing mortgage loans; (iii) whether
Three Winthrop would permit Lerner to make a proposal to Limited Partners
consisting of an offer to purchase Units with an option to retain all or a
portion of their investment in the Project; and (iv) what was the highest
price that the Purchaser was willing to offer Limited Partners for their
Units. The Purchaser indicated that it was unwilling to answer question (iv).
With respect to the other three questions, Three Winthrop indicated that it
would provide a response the next day.
On February 14, 1995 a representative of Three Winthrop had a phone
conversation with a representative of Lerner. With respect to question (i),
Three Winthrop indicated that it would send a copy of the proposed form of
new management agreement to Lerner. A copy of that form is annexed hereto as
exhibit (c)(6). With respect to question (ii), Three Winthrop indicated that
it would defer making a decision on assisting Lerner in seeking the approval
of the Lender until after reviewing Lerner's revised proposal, particularly
since making an assumption request required the Partnership to deposit
$100,000 with the Lender. With respect to question (iii), Three Winthrop
asked for additional information as to what Lerner wanted Three Winthrop to
do. Lerner has yet to provide such additional information. On February 20,
1995, Three Winthrop received a letter from Greenbelt dated February 17, 1995
as a follow-up to the February 13 meeting. Three Winthrop responded to such
letter with a letter dated February 22, 1995. Such letters are attached
hereto as exhibits (c)(4) and (c)(5) and are incorporated herein by reference
in their entirety.
INQUIRIES FROM THIRD PARTIES REGARDING A POSSIBLE SALE OF THE PROJECT
On February 14, 1995 a representative of Three Winthrop responded to an
inquiry from a real estate broker who claimed that he had a client interested
in making an offer for the Project. On February 15, 1995 Three Winthrop sent
the broker a letter requesting information on the broker's client, to
determine if the client represented a qualified buyer for the Project. The
broker has yet to respond to Three Winthrop's request for information. On
February 21, 1995, a representative of Three Winthrop received a phone call
from a third party which claimed that it was interested in making an offer to
purchase the Project. Three Winthrop asked the third party to send a letter
of interest, which the third party has yet to do.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed herewith:
EXHIBIT NO. DOCUMENT
- --------------- -------------------------------------------------------------------------------------------
(c)(4) Letter to Three Winthrop Properties, Inc. from Greenbelt Residential Limited Partnership
dated February 17, 1995.
(c)(5) Letter to Greenbelt Residential Limited Partnership from Three Winthrop Properties, Inc.
dated February 22, 1995.
(c)(6) Form of Management Agreement between Winthrop Management and all of the Operating
Partnerships.
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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 22, 1995
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EXHIBIT INDEX
PAGE
EXHIBIT DESCRIPTION NUMBER
- ----------- ------------------------------------------------------------------------------ ----------
(c)(4) Letter to Three Winthrop Properties, Inc. from Greenbelt Residential Limited
Partnership dated February 17, 1995. ..........................................
(c)(5) Letter to Greenbelt Residential Limited Partnership from Three Winthrop
Properties, Inc. dated February 22, 1995. .....................................
(c)(6) Form of Management Agreement between Winthrop Management and all of the
Operating Partnerships.........................................................