SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 1 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
QUALIFIED PROPERTIES 80, L.P.
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(Name of Issuer)
UNITS
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(Title of Class of Securities)
44850K104
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(CUSIP NUMBER)
FIRST TRUST CO. MANAGEMENT, L.L.C.
1211 Avenue of the Americas
29th Floor
New York, New York 10036
Tel. No.: (212) 398-3500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
August 20, 1997
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(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 [ ]
The information required in 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, as amended (the "Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
CUSIP NO. 44850K104 13D/A
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
First Trust Co. Management, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 3,783
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,783
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,783
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
OO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D is being filed on behalf of
First Trust Co. Management, L.L.C., a Delaware limited liability company
("FTCM"), and Mr. Jeffrey Tannenbaum ("Mr. Tannenbaum"), a member of FTCM
in his individual capacity, as an amendment to the initial statement on
Schedule 13D, relating to units of limited partnership interests ("Units")
of Qualified Properties 80, L.P., a Virginia limited partnership (the
"Issuer"), as filed with the Securities and Exchange Commission on June 11,
1997 (the "Initial Schedule 13D"). The Initial Schedule 13D is hereby
amended and supplemented as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Item 3 of the Initial Schedule 13D is hereby amended and restated in
its entirety to read as follows:
As of September 9, 1997, FTCM had invested $ 1,062,717.50 in
Units through First Trust Co. The source of these funds was the
contributed capital of First Trust Co.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Initial Schedule 13D is hereby amended by amending and
restating Items 5(a) and (c) as follows:
(a) As of September 9, 1997, FTCM and Mr. Tannenbaum are beneficial
owners of 3,783 Units, or 7.4% of the Units outstanding, all of which are
beneficially owned by FTCM and Mr. Tannenbaum for the account of First
Trust Co.
The number of Units beneficially owned by FTCM and Mr. Tannenbaum
and the percentage of outstanding Units represented thereby have been
computed in accordance with Rule 13d-3 under the Act. The percentage of
beneficial ownership of FTCM and Mr. Tannenbaum on September 9, 1997 is
based on 51,234 outstanding Units as reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997.
(c) The transactions in the Issuer's securities by FTCM during
the last sixty days are listed as Annex A attached hereto and made apart
hereof.
ANNEX A
Transaction Quantity Price per
Date Buy/Sell (Units) Unit ($)
----------- -------- -------- ----------
07/31/97 Buy 100 246.00
08/20/97 Buy 405 243.50
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 12, 1997
First Trust Co. Management, L.L.C.
By: /s/ Jeffrey Tannenbaum
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JEFFREY TANNENBAUM, President
/s/ Jeffrey Tannenbaum
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Jeffrey Tannenbaum
