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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
(AMENDMENT NO. 2)
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SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Name of the Issuer)
AQUARIUS ACQUISITION, L.P.
NOMURA ASSET CAPITAL CORPORATION
THREE WINTHROP PROPERTIES, INC.
LINNAEUS-LEXINGTON ASSOCIATES 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)
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)
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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
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$23,364,000 $4,673
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* 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 Amendment No. 2 ("Amendment No. 2") amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 dated February 1, 1995 (the
"Statement"), as amended, which 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"). Capitalized terms used in this
Amendment No. 2 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, as amended (the "Schedule 14D-1") filed by the
Purchaser with the Securities and Exchange Commission in respect of the Offer
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.
1
CROSS-REFERENCE SHEET
ITEM IN WHERE LOCATED IN
SCHEDULE 13E-3 SCHEDULE 14D-1
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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>
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* The item is located in the Schedule 13E-3 only.
2
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS AND
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Item 3 and Item 11 are hereby amended and supplemented as follows:
On February 7, 1995, Lerner, on his own behalf and on behalf of the
Operating Partnership, and two Limited Partners, on their behalf and on behalf
of the Partnership, filed a lawsuit in the Circuit Court for Montgomery County,
Maryland, alleging that Three Winthrop breached its fiduciary obligations by
taking action to terminate the Lerner Agreement and to appoint Winthrop
Management as the new managing agent of the Project. Three Winthrop
has not yet responded to this lawsuit. On February 28, 1995, Lerner moved for
preliminary injunction seeking to enjoin Three Winthrop from replacing Lerner as
managing agent of the Project with an affiliate.
On February 14, 1995, the Circuit Court for Montgomery County, Maryland
issued an order ruling in favor of Three Winthrop, as managing general partner
of the Partnership and as general partner of the Operating Partnerships, in its
request to declare the Lerner Agreement terminable by its terms as of January
31, 1995. On February 22, 1995, Three Winthrop made a motion to make explicit
the consequences of such order.
On February 27, 1995, a Limited Partner filed a lawsuit against Three
Winthrop, NACC and the Purchaser in the United States District Court for the
District of Maryland, on its behalf and derivatively on behalf of the
Partnership, alleging that Three Winthrop is in violation of Rule 13e-3 and
that Three Winthrop has breached its fiduciary duty to the Limited Partners.
A hearing has been scheduled for March 7, 1995. On February 27, 1995,
Greenbalt made a motion in the United States District Court for the District
of Maryland to intervene as plaintiff in the above action. Three Winthrop,
NACC and the Purchaser have not yet responded to these lawsuits.
On February 28, 1995, Three Winthrop filed an answer to Lerner's
complaint for money damages of $50,000 denying the substance of the allegations.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
The Expiration Date has been extended to 5:00 p.m., New York Time, on
March 14, 1995, and as of February 28, 1995 27 Units were tendered.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
(b)(3) Arthur Andersen Appraisal dated August 13, 1992.
(c)(5) Order Granting 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)(6) Complaint for Breach of Fiduciary Duty in the case styled Montgomery, et al. v. Three
Winthrop Properties, Inc., Case No. 13222 (Cir. Ct. Montgomery Cty., Md.).
(c)(7) Complaint for Failure to Disclose under Rule 13e-3 and Breach of Fiduciary Duty in the case
styled LER 8, et al. v. Three Winthrop Properties, Inc., et al., Case No. DKC 95-555 (D.
Md.).
(c)(8) Motion of Greenbelt Residential Limited Partnership to Intervene in the case styled LER 8, et
al. vs. Three Winthrop Properties, Inc., et al., Case No. DKC 95-555 (D. Md.).
3
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: March 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.
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Name: David A. Vanaskey, Jr.
Title: Senior Financial Services Officer
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EXHIBIT INDEX
PAGE
EXHIBIT DESCRIPTION NUMBER
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* (a)(1) FORM OF ACQUISITION LOAN AGREEMENT 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
(b)(3) Arthur Andersen Appraisal dated August 13, 1992
* (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
(c)(5) Order Granting 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)(6) Complaint for Breach of Fiduciary Duty in the case styled Montgomery, et al. v.
Three Winthrop Properties, Inc., Case No. 132222 (Cir. Ct. Montgomery Cty., Md.)
(c)(7) Complaint for Failure to Disclose under Rule 13e-3 and Breach of Fiduciary Duty in
the case styled LER 8, et al. v. Three Winthrop Properties, Inc., et al., Case No.
DKC 95-555 (D. Md.).
(c)(8) Motion of Greenbelt Residential Limited Partnership its Intervene in the case styled
LER 8, et al. vs. Three Winthrop Properties, Inc., et al., Case No. DKC 95-555 (D.
Md.).
* (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
*(d)(5) Letter to Limited Partners dated February 27, 1995.
*(d)(6) Press Release dated February 27, 1995.
<FN>
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* Previously filed.