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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2. TO SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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KAPSON SENIOR QUARTERS CORP.
(NAME OF SUBJECT COMPANY)
PROMETHEUS ACQUISITION CORP.
PROMETHEUS SENIOR QUARTERS, LLC
LF STRATEGIC REALTY INVESTORS II L.P.
LAZARD FRERES REAL ESTATE INVESTORS, L.L.C.
(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
$2.00 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, $.01 PAR VALUE
(TITLES OF CLASSES OF SECURITIES)
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(CUSIP NUMBER OF CLASS OF SECURITIES) (COMMON STOCK)
ROBERT P. FREEMAN AND MURRY N. GUNTY
C/O LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
30 ROCKEFELLER PLAZA, 63RD FLOOR
NEW YORK, NEW YORK 10020
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
Copies to:
JONATHAN L. MECHANIC, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004 - 1980
(212) 859-8000
MARCH 20, 1998
(DATE OF EVENT WHICH REQUIRES FILING STATEMENT ON SCHEDULE 14D-1)
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This Amendment No. 2 supplements and amends the Tender Offer Statement
in Schedule 14D-1, as amended to date, relating to a tender offer by
Prometheus Acquisition Corp., a Delaware corporation (the "Offeror") and a
wholly owned subsidiary of Prometheus Senior Quarters, L.L.C., a Delaware
limited liability company ("Parent"), to purchase all outstanding shares of
(i) Common Stock, par value $.01 per share (the "Common Stock") and (ii)
$2.00 Convertible Exchangable Preferred Stock, par value $.01 per share
(the "Preferred Stock" and, together with the Common Stock, the "Shares"),
of Kapson Senior Quarters Corp, a Delaware corporation (the "Company").
ITEM 10. ADDITIONAL INFORMATION.
The following sentence on Pg. 12 of Section 8 ("Certain Information
Concerning the Company") of the Offer to Purchase, incorporated by
reference in Items 1 and 3 of the Schedule 14D-1, is hereby deleted in its
entirety:
"None of Parent, the Offeror, the Company nor any of their
respective affiliates assumes any responsibility for the
validity, reasonableness, accuracy or completeness of the
projection"
Section 9 ("Certain Information Concerning Offeror and Parent") of the
Offer to Purchase, incorporating by reference in Items 2, 3 and 7 of the
Schedule 14D-1, is hereby amended by adding the following sentence after
the second sentence of the first paragraph of Section 9:
"The business address of the Offeror, Parent, the Fund and LFREI
is 30 Rockefeller Plaza, New York, NY 10020."
SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 20, 1998
PROMETHEUS ACQUISITION CORP.
By: /s/ Robert P. Freeman
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Name: Robert P. Freeman
Title: President
PROMETHEUS SENIOR QUARTERS, LLC
By: LF STRATEGIC REALTY INVESTORS
II L.P., its Sole Member
By: LAZARD FRERES REAL ESTATE
INVESTORS LLC, its General Partner
By: /s/ Robert P. Freeman
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Name: Robert P. Freeman
Title: Principal
LF STRATEGIC REALTY INVESTORS II L.P.
By: LAZARD FRERES REAL ESTATE
INVESTORS LLC, its General Partner
By: /s/ Robert P. Freeman
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Name: Robert P. Freeman
Title: Principal
LAZARD FRERES REAL ESTATE INVESTORS LLC
By: /s/ Robert P. Freeman
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Name: Robert P. Freeman
Title: Principal
EXHIBIT INDEX
Exhibit Description Page No.
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* (a)(1) Offer to Purchase, dated March 2, 1998.
* (a)(2) Letter of Transmittal relating to Common Stock and
Preferred Stock.
* (a)(3) Letter from Lazard Freres & Co. LLC, as Dealer
Manager, to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
* (a)(4) Letter from Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees to Clients.
* (a)(5) Notices of Guaranteed Delivery relating to Common
Stock and Preferred Stock.
* (a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
* (a)(7) Press Release issued by the Parent and the Company
on February 24, 1998.
* (c)(1) Amended and Restated Agreement and Plan of Merger,
dated as of February 23, 1998, among the Company,
Parent and the Offeror.
* (c)(2) Second Amended and Restated Stockholder Agreement,
dated as of February 23, 1998, between Parent and
the Kaplans.
* (c)(3) Escrow Agreement, dated as of February 23, 1998,
among the Kaplans, the Company and the Offeror.
* (c)(4) Amended and Restated Employment Agreement, dated
as of February 23, 1998, between the Company and
Glenn Kaplan.
* (c)(5) Amended and Restated Employment Agreement, dated
as of February 23, 1998, between the Company and
Wayne L. Kaplan.
* (c)(6) Amended and Restated Employment Agreement, dated
as of February 23, 1998, between the Company and
Evan A. Kaplan.
* (c)(7) Letter Agreement, dated as of February 23, 1998
among the Company, the Kaplans, the Offeror and
Parent.
* (d) None.
* (e) Not applicable.
* (f) None.
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* Previously filed.
