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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Atria Communities, Inc.
(Name of Company)
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
049905102
(CUSIP Number)
Marjorie L. Reifenberg
Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza, 63rd Floor
New York, NY 10020
(212) 632-6000
with a copy to:
Kevin J. Grehan, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1490
----------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 13
<PAGE>
SCHEDULE 13D
CUSIP No. 049905102 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Kapson Senior Quarters Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH
9 SOLE DISPOSITIVE POWER
9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 88.1%, based upon
number of shares of Common Stock outstanding on September 15, 1998
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13
<PAGE>
SCHEDULE 13D
CUSIP No. 049905102 Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Prometheus SQ Holdings Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.1%, based upon number of shares of Common Stock outstanding on
September 15, 1998
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13
<PAGE>
SCHEDULE 13D
CUSIP No. 049905102 Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Prometheus SQ Interim Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.1%, based upon number of shares of Common Stock outstanding on
September 15, 1998
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13
<PAGE>
SCHEDULE 13D
CUSIP No. 049905102 Page 5 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Prometheus Senior Quarters, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.1%, based upon number of shares of Common Stock outstanding on
September 15, 1998
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13
<PAGE>
SCHEDULE 13D
CUSIP No. 049905102 Page 6 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.1%, based upon number of shares of Common Stock outstanding on
September 15, 1998
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 13
<PAGE>
SCHEDULE 13D
CUSIP No. 049905102 Page 7 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LFSRI II Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.1%, based upon number of shares of Common Stock outstanding on
September 15, 1998
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 13
<PAGE>
SCHEDULE 13D
CUSIP No. 049905102 Page 8 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LFSRI II CADIM Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.1%, based upon number of shares of Common Stock outstanding on
September 15, 1998
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 13
<PAGE>
SCHEDULE 13D
SCHEDULE 13D
CUSIP No. 049905102 Page 9 of 13 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Lazard Freres Real Estate Investors L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,135,802
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH 9 SOLE DISPOSITIVE POWER
9,135,802
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,135,802 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.1%, based upon number of shares of Common Stock outstanding on
September 15, 1998
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 13
<PAGE>
Item 1. Security and Company
This Amendment No. 4 (this "Amendment"), to the statement on
Schedule 13D (the "Initial Statement") of Kapson Senior Quarters Corp., a
Delaware corporation ("Kapson"), Prometheus SQ Holdings Corp., a Delaware
corporation ("PSQH"), Prometheus SQ Interim Corp., a Delaware corporation
("PSQI"), Prometheus Senior Quarters, LLC, a Delaware limited liability
company ("Prometheus"), LF Strategic Realty Investors II L.P., a Delaware
limited partnership ("LFSRI"), LFSRI II Alternative Partnership L.P., a
Delaware limited partnership ("LSFRI II AP"), LSFRI II - CADIM Alternative
Partnership L.P., a Delaware limited partnership ("LSFRI CADIM") and Lazard
Freres Real Estate Investors L.L.C., a New York limited liability company
("LFREI"), relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Atria Communities, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
501 South Fourth Avenue, Suite 140, Louisville, Kentucky 40202. This
Amendment supplementally amends the Initial Statement. Capitalized terms
used herein but not defined herein have the meanings ascribed to them in
the Initial Statement.
Item 2. Identity and Background
PSQH is a special purpose investment vehicle which is wholly
owned by Prometheus. PSQI is a special purpose investment vehicle which is
wholly owned by PSQH. Both PSQH and PSQI were organized by Prometheus for
the purpose of effecting the Merger. As a result of a transfer between
Prometheus and PSQH and as subsequent transfer between PSQH and PSQI, PSQI
is the direct parent of Kapson. The principal business offices of PSQH and
PSQI are located at 30 Rockefeller Plaza, 63rd Floor, New York, NY 10020.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Company
The Merger was consummated on September 15, 1998. Pursuant to the
Merger, the Reporting Persons have acquired full voting and dispositive
power over 9,135,802 shares of
Page 10 of 13
<PAGE>
Common Stock (comprising approximately 88.1% of the shares of Common Stock
outstanding on September 15, 1998).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Company
No change.
Item 7. Material to be Filed as Exhibits
None.
Page 11 of 13
<PAGE>
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.
KAPSON SENIOR QUARTERS CORP.,
by
/s/ EVAN A. KAPLAN
-------------------------
Name: Evan A. Kaplan
Title: President
PROMETHEUS SQ HOLDINGS CORP.,
by
/s/ JOHN A. MOORE
--------------------------
Name: John A. Moore
Title: Vice President
PROMETHEUS SQ INTERIM CORP.
by
/s/ JOHN A. MOORE
--------------------------
Name: John A. Moore
Title: Vice President
PROMETHEUS SENIOR QUARTERS, LLC,
by LF STRATEGIC REALTY INVESTORS II,
L.P., as a member,
by LAZARD FRERES REAL ESTATE
INVESTORS L.L.C., its general
partner,
by
/s/ JOHN A. MOORE
--------------------------
Name: John A. Moore
Title: Principal
Page 12 of 13
<PAGE>
LF STRATEGIC REALTY INVESTORS II, L.P.,
by LAZARD FRERES REAL ESTATE INVESTORS
L.L.C., its general partner,
by
/s/ JOHN A. MOORE
--------------------------
Name: John A. Moore
Title: Principal
LFSRI II ALTERNATIVE PARTNERSHIP L.P.,
by LAZARD FRERES REAL ESTATE INVESTORS
L.L.C., its general partner,
by
/s/ JOHN A. MOORE
--------------------------
Name: John A. Moore
Title: Principal
LFSRI II-CADIM ALTERNATIVE PARTNERSHIP
L.P.,
by LAZARD FRERES REAL ESTATE INVESTORS
L.L.C., its general partner,
by
/s/ JOHN A. MOORE
--------------------------
Name: John A. Moore
Title: Principal
LAZARD FRERES REAL ESTATE INVESTORS
L.L.C.,
by
/s/ JOHN A. MOORE
--------------------------
Name: John A. Moore
Title: Principal
Dated November 2, 1998
Page 13 of 13
