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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 5)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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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
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(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)
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This Amendment No. 5 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 1,
1995, as amended (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
On March 17, 1995, Three Winthrop received a letter from Greenbelt
stating, among other things, that Greenbelt had received consents
representing more than a majority in interest in the Units. Attached to such
letter were letters dated the same date from Lerner and Lerner's attorney to
the Lender stating the same and requesting that the Lender indicate that it
will not declare a default upon the delivery of such consents to the
Partnership. On March 17, 1994, Three Winthrop delivered a letter to the
Lender explaining that Lerner has no way of knowing how many consents he has
actually received since some Limited Partners may have both consented to the
Lerner Proposal and tendered their Units to the Purchaser, and that once the
Purchaser purchases Units tendered, any consent to the Lerner Proposal which
a tendering Limited Partner may have previously granted will be automatically
terminated pursuant to the terms of Lerner's Consent Solicitation.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed herewith:
EXHIBIT NO. DOCUMENT
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(c)(8) Letter to Three Winthrop Properties, Inc. from Greenbelt Residential Limited Partnership dated
March 17, 1995.
(c)(9) Letter from Three Winthrop Properties, Inc. to the Lender dated March 17, 1995.
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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.
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Name: Philip J. Brannigan, Jr.
Title: Vice President
Date: March 20, 1995
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EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO.
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(c)(8) Letter to Three Winthrop Properties, Inc. from Greenbelt
Residential Limited Partnership dated March 17, 1995 ....
(c)(9) Letter from Three Winthrop Properties, Inc. to the Lender
dated March 17, 1995 ....................................