Attached files
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| EX-10.01 - MERGER AGREEMENT - PRESIDENTIAL ASSOCIATES I LTD PARTNERSHIP | exhibit1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 4, 2009
PRESIDENTIAL
ASSOCIATES I LIMITED PARTNERSHIP
(Exact
name of registrant as specified in its charter)
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Maryland
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000-12210
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04-2801764
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1280
Massachusetts Avenue, 4th Floor,
Cambridge,
Massachusetts
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02138
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (617) 876-4800
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
December 4, 2009, Presidential Associates I Limited Partnership, a Maryland
limited partnership (the “Registrant”),
ERI/Presidential LLC, a Massachusetts limited liability company, (the “Parent”),
ERI/Presidential Merger Sub Limited Partnership, a Maryland limited partnership
(the “Merger
Sub”), and Winthrop Financial Co., Inc., a Massachusetts corporation (the
“Managing General
Partner”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Parent and the Managing General Partner are both
subsidiaries of Equity Resource Investments, LLC. The general partner
of Merger Sub is ERF Manager LLC, a subsidiary of Equity Resource Investments,
LLC, and the sole limited partner of Merger Sub is Parent.
The
closing of the Merger Agreement is subject to, among other conditions, the
approval of the Merger Agreement by the affirmative vote of the limited partners
of the Registrant holding a majority of the limited partnership
interests. Upon the closing of the Merger Agreement, Merger Sub will
merge with and into the Registrant, with the Registrant being the surviving
entity (the “Merger”). As
a result of the Merger, all limited partnership units of the Registrant will be
owned by Parent, representing approximately 99% of the outstanding interests in
the Registrant, and the general partners of the Registrant will continue to hold
approximately 1% of the outstanding interests in the Registrant. Each
limited partnership interest will be converted into the right to receive $8,600
in cash without interest.
The
Registrant and the Managing General Partner have agreed to take all steps
necessary to seek, and use their reasonable efforts to obtain, the consent of
the limited partners of the Registrant and the consent of the associate general
partner of the Registrant to approve the Merger Agreement. If the
consent of the limited partners is not obtained by April 30, 2010 Parent and
Merger Sub, on the one hand, or the Managing General Partner and the Registrant,
on the other hand, may terminate the Merger Agreement.
The
Registrant, Managing General Partner, Parent and Merger Sub have made customary
representations, warranties and covenants in the Merger
Agreement. The Registrant’s covenants include, among other things,
covenants regarding the operation of the business prior to the
closing. The Merger Agreement may be terminated by a party thereto
under specified circumstances as set forth in the Merger Agreement, and no party
will be required to pay a termination fee.
The
Merger Agreement has been filed as an exhibit to this Current Report on
Form 8-K as Exhibit 10.01 to provide information regarding the terms
of the agreement. Such agreement and its summary as set forth herein are
not intended to modify or supplement any factual disclosures about the
Registrant, the Managing General Partner, the Parent or Merger Sub in the
Registrant’s public reports filed with the Securities and Exchange
Commission. In particular, the Merger Agreement and the related
summaries are not intended to be, and should not be relied upon as, disclosures
regarding any facts and circumstances relating to the Registrant, the Managing
General Partner, the Parent or the Merger Sub. The representations
and warranties have been negotiated with the principal purpose of establishing
the circumstances in which a party would have had the right not to close the
Merger Agreement if the representations and warranties of the other party prove
to be untrue due to a change in circumstance or otherwise, and allocates risk
between the parties, rather than establishing matters as facts. The
representations and warranties may also be subject to a contractual standard of
materiality different from those generally applicable to
investors. The foregoing description of the Merger Agreement does not
purport to be complete, and is qualified in its entirety by reference to Merger
Agreement, a copy of which is filed as Exhibit 10.01 hereto and
incorporated herein by reference.
2
Additional Information and
Where to Find It
In
connection with the proposed Merger and required approval of the limited
partners, the Registrant will file with the Securities and Exchange Commission
an consent solicitation on Schedule 14A. Limited
partners of the Registratant and
other interested persons are urged to read the consent solicitation and other
relevant materials when they become available as they will contain important
information about the Registratant, the Merger and the Merger Agreement.
The definitive consent solicition will be mailed to limited
partners as of a record date to be established for voting on the proposed Merger
and Merger Agreement. Limited partners in the Registrant will be able to
obtain a free copy of such filings at the Securities and Exchange Commission’s
internet site (http://www.sec.gov). Copies of such filings can also be obtained,
without charge, by directing a request to Presiential Associates I Limited
Partnership at 1280 Massachusetts Ave., 4th Floor, Cambridge, Massachusetts
02138. Such documents are not currently available.
Participants in
Solicitation
The
Regisrant and certain of affiliates, including PRESIDENTIAL
ASSOCIATES I LIMITED PARTNERSHIP, ERI/PRESIDENTIAL LLC,
ERI/PRESIDENTIAL MERGER SUB LIMITED PARTNERSHIP, EQUITY RESOURCE INVESTMENTS, LLC, WINTHROP FINANCIAL
CO., INC., LINNAEUS-PHOENIX ASSOCIATES LIMITED PARTNERSHIP, DCA ADOLPHUS LLC,
ERI/WIN GP LLC, ERF MANAGER LLC, EQUITY RESOURCE FUND XXIV, LLC, ERF FUND XXIV
GP LLC, EGGERT DAGBJARTSSON, VICTOR J. PACI and ANDREW PRAGUE may
be deemed to be participants in the solicitation of consents from the limited
partners of the Registrant in respect of the proposed Merger. Information about
these affiliates of the Registrant is set forth in the Annual Report on
Form 10-K for the Registrant’s most recent fiscal year ended
December 30, 2008, which was filed with the Securities and Exchange
Commission. Investors may obtain additional information regarding the
interest of such participants by reading the proxy statement regarding the
proposed Merger when it becomes available.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description
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10.01
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Agreement
and Plan of Merger dated as of December 4, 2009 by and among Presidential
Associates I Limited Partnership, Winthrop Financial Co., Inc.,
ERI/Presidential LLC, and ERI/ Presidential Merger Sub Limited
Partnership
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Presidential
Associates I Limited Partnership
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(Registrant)
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By: Winthrop
Financial Co., Inc.,
its
Managing General Partner
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Date: December 7,
2009
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By:
/s/ Eggert Dagbjartsson
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(Signature)
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Name: Eggert
Dagbjartsson
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Title: Chief
Executive Officer
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4
EXHIBIT
LIST
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Exhibit
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Description
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10.01
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Agreement
and Plan of Merger dated as of December 4, 2009 by and among Presidential
Associates I Limited Partnership, Winthrop Financial Co., Inc.,
ERI/Presidential LLC, and ERI/ Presidential Merger Sub Limited
Partnership
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