SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Santa Anita Realty Enterprises, Inc.
Santa Anita Operating Company
(Name of Issuer)
Common Stock
(Titles of Classes of Securities)
801209206
801212101
(CUSIP Numbers)
W. Edward Scheetz
c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas
New York, New York 1009
Telephone: (212) 261-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Patrick J. Foye, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 735-2274
November 8, 1996
(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 statement because of Rule
13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with the
statement: [ ]
This Amendment No. 1 amends and supplements the
following Items of the Schedule 13D-1 of Apollo Real Estate
Advisors II, L.P., Apollo Real Estate Investment Fund II, L.P.,
Koll Arcadia Investors, LLC and Koll Arcadia LLC filed on October
24, 1996 with the Securities and Exchange Commission with respect
to the Paired Common Stock of Santa Anita Realty Enterprises,
Inc. and Santa Anita Operating Company. Unless otherwise
indicated, all capitalized terms used but not defined herein have
the meanings set forth in the Schedule 13D-1.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby restated in its entirety by the
following:
In connection with the purchases of the Companies'
Paired Shares, Apollo purchased an aggregate of 970,400 Paired
Shares for a total amount of $19,451,808 as of the date hereof.
The purchases were financed with cash on hand and borrowed funds
pursuant to a margin loan made in the ordinary course of business
by a registered broker-dealer. Koll purchased an aggregate of
1,000 Paired Shares for a total amount of $20,250 with cash on
hand.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby supplemented by restating the
following sections in their entirety:
(a) As of the date hereof, AREIF II, AREA II and KAI
beneficially own an aggregate of 970,400 Paired Shares which
represents approximately 8.52% of the outstanding shares of
Realty and 8.61% of the outstanding shares of Operating.
As of the date hereof, Koll beneficially owns an
aggregate of 971,400 Paired Shares which represents approximately
8.53% of the outstanding shares of Realty and 8.62% of the
outstanding shares of Operating. AREIF II, AREA II and KAI
disclaim beneficial ownership of the 1,000 Paired Shares owned
solely by Koll. No other person in Item 2 beneficially owns any
Paired Shares.
(b) The Reporting Persons share the voting and
dispositive power with respect to the 970,400 Paired Shares which
they beneficially own. Koll has sole power to vote and dispose
the remaining 1,000 Paired Shares which it beneficially owns.
To the best of the Reporting Persons' knowledge, none
of the individuals listed on Schedule I owns any Paired Shares or
can vote or direct the vote of any Paired Shares, nor can any
such individual dispose or direct the disposition of any Paired
Shares.
(c) Except as set forth on Schedule II and the 1,000
Paired Shares purchased by Koll on October 14, 1996 at $20.25 per
Paired Share in an open market transaction, no person named in
response to paragraph (a) of this Item has effected any
transaction in the Paired Shares during the past sixty days.
Schedule II. Transaction in the Securities.
Schedule II is hereby amended by adding the following:
Date Number of Paired Price per
Shares Share
10/24/96 11,500 $19.5000
10/25/96 3,600 19.6250
10/31/96 200 20.0000
11/1/96 40,400 23.5195
11/4/96 32,600 23.3248
11/6/96 3,300 22.3750
11/7/96 19,600 24.9910
11/8/96 25,000 25.2500
11/8/96 9,000 25.2850
11/8/96 400 25.2500
11/8/96 17,800 25.2809
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.
Dated: November 11, 1996
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.
Managing Member
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital
Advisors II, Inc.
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital
Advisors II, Inc.
KOLL ARCADIA INVESTORS, LLC
By: Apollo Arcadia LLC
Member
By: /s/ Michael D. Weiner
Name: Michael D. Weiner
KOLL ARCADIA LLC
By: /s/ James C. Watson
Name: James C. Watson
