SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
May 14, 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 ("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
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 3,278
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,278
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,278
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.40%
14 TYPE OF REPORTING PERSON*
OO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13D
This Schedule 13D (this "Schedule 13D") is being filed on behalf
of First Trust Co. Management, L.L.C., a Delaware limited liability company
("FTCM"), and Jeffrey A. Tannenbaum ("Mr. Tannenbaum"), a member of FTCM in
his individual, relating to units of limited partnership interests
("Units") of Qualified Properties 80, L.P., a Virginia limited partnership
(the "Issuer").
This Schedule 13D relates to Units of the Issuer purchased by
FTCM for the account of First Trust Co., L.P., a Delaware limited
partnership ("First Trust Co."), of which FTCM is the sole general partner.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Units of Limited Partnership Interests ("Units")
Issuer: Qualified Properties 80, L.P.
c/o Lehman Brothers, Inc.
3 World Financial Center, 29TH Floor
New York, New York 10285
Tel. No. (212) 526-7000
ITEM 2. IDENTITY AND BACKGROUND
FTCM's principal business is serving as the general partner of
investment partnerships and is located at 1211 Avenue of the Americas, 29th
Floor, New York, NY 10036. Mr. Tannenbaum is a member of FTCM. Mr.
Tannenbaum's principal occupation is investment management and he is a
United States citizen. His business address is First Trust Co. Management,
1211 Avenue of the Americas, 29th Floor, New York, NY 10036. Neither FTCM
nor Mr. Tannenbaum has been convicted in a criminal proceeding during the
last five years. Neither FTCM nor Mr. Tannenbaum is and during the past
five years was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result thereof,
subject to any judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
As of May 14, 1997, FTCM had invested $939,500 in Units through First
Trust Co. The source of these funds was the contributed capital of First
Trust Co.
ITEM 4. PURPOSE OF THE TRANSACTION
FTCM and Mr. Tannenbaum acquired Units for portfolio investment
purposes, and do not have any present plans or proposals that relate to or
would result in any change in the business, policies, management, structure
or capitalization of the Issuer, but FTCM and Mr. Tannenbaum reserve the
right to consider or make such plans and/or proposals in the future. FTCM
and Mr. Tannenbaum reserve the right to acquire, or dispose of, additional
securities of the Issuer, in the ordinary course of business, to the extent
deemed advisable in light of general investment and trading policies,
market conditions or other factors. FTCM and Mr. Tannenbaum may contact
the Issuer and/or other holders of Units regarding potential strategies to
increase partnership value. Other than as described above and disclosed in
Item 6 below, neither FTCM nor Mr. Tannenbaum has present plans or
proposals which would result in any of the following:
1) any extraordinary transaction, such as a merger,
reorganization, dissolution or liquidation, involving the Issuer or
any of its subsidiaries;
2) any sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
3) any change in the present general partner of the Issuer of
the management of such general partner;
4) any material change in the present capitalization or
allocation policy of the Issuer;
5) any other material change in the Issuer's business or
structure;
6) any change in the Issuer's certificate of limited
partnership, limited partnership agreement or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
7) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association;
8) causing a class of securities of the Issuer to become
eligible for termination of registration pursuant to Section 12(g)(4)
of the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of May 14, 1997, FTCM and Mr. Tannenbaum beneficially owned
3,278 Units, or 6.40% 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 May 14, 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.
(b) FTCM and Mr. Tannenbaum for the account of First Trust Co. have
the power to vote and dispose of the Units held by First Trust Co.
(c) The transactions in the Issuer's securities by FTCM during the
last sixty days are listed as Annex I attached hereto and made apart
hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to that certain letter agreement, dated November 27, 1996 (as
amended by the letter agreement, dated February 25, 1997), between an
affiliate of FTCM and the Issuer (the "Letter Agreement"), a copy of which
is attached hereto as Exhibit A, the Issuer granted FTCM and its affiliates
the right to commence a tender offer for up to 9.5% of the Issuer's
outstanding Units, subject to certain exceptions. During the two years
subsequent to the date of the Letter Agreement, without the prior written
consent of the Issuer, FTCM and its affiliates may not, among other things,
acquire, attempt to acquire or make a proposal to acquire, directly or
indirectly, more than 9.5% of the outstanding Units.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Letter Agreement, dated November 27, 1996, between an
affiliate of FTCM and the Issuer, as amended by the letter
agreement, dated February 25, 1997, between an affiliate of
FTCM and the Issuer.
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: June 5, 1997
FIRST TRUST CO. MANAGEMENT, L.L.C.
By: /s/ Jeffrey A. Tannenbaum
---------------------------------
Jeffrey D. Tannenbaum
Member
/s/ Jeffrey A. Tannenbaum
-------------------------------------
Jeffrey A. Tannenbaum
ANNEX I
Transaction Quantity Price per
Date Buy/Sell (shares) Share ($)
----------- --------- --------- ---------
4/1/97 Buy 278 $250
5/14/97 Buy 3,000 $290
EXHIBIT A
QUALIFIED PROPERTIES 80, L.P.
c/o Lehman Brothers, Inc.
3 World Financial Center - 29th Floor
New York, NY 10285
November 27, 1996
PERSONAL AND CONFIDENTIAL
Jeffrey Tannenbaum, Esq.
Tensing, L.L.C.
1211 Avenue of the Americas, 29th Floor
New York, NY 10036
Dear Mr. Tannenbaum:
The purpose of this letter is to set forth our understanding with
regard to any proposed acquisition of outstanding units of limited
partnership interests ("Units") of Qualified Properties 80, L.P., a
Virginia limited partnership (the "Partnership"), from holders of Units
(each a "Unitholder" and collectively, the "Unitholders") by Tensing,
L.L.C. or any person who is its Affiliate (as defined below) ("you").
In response to your request and in consideration of the agreements set
forth in this letter agreement, the Partnership agrees to provide you a
current list of the names and addresses of the Unitholders along with the
number of Units owned by each of them in a computer readable form
reasonably requested by you. You agree that you may only use the list to
acquire up to 25.0% (including Units acquired through all other means) of
the Partnership's outstanding Units, except as provided for below.
You represent and warrant that on the date hereof you beneficially own
not more than 11 Units. You also agree that during the period (the "Term")
commencing on the date hereof through the second anniversary of the date
hereof, neither you nor any person who is your Affiliate (as defined under
Rule 405 of the Securities Act of 1933, as amended) will, without the prior
written consent of the Partnership, which may be withheld for any reason,
(i) in any manner including, without limitation, by tender offer (whether
or not pursuant to a filing made with the Securities and Exchange
Commission), acquire, attempt to acquire or make a proposal to acquire,
directly or indirectly (in each case, "Acquire"), more than 25.0%
(including Units acquired through all other means) of the outstanding Units
of the Partnership from any Unitholder, Unitholders or otherwise; provided,
however, that notwithstanding the foregoing prior to the six month
anniversary of the date hereof you shall not Acquire more than 5.0%
(including Units acquired through all other means) of the outstanding Units
of the Partnership from any Unitholder, Unitholders or otherwise, (ii) seek
or propose to enter into, directly or indirectly, any merger,
consolidation, business combination, sale or acquisition of assets,
Jeffrey Tannenbaum, Esq.
November 27, 1996
Page 2
liquidation, dissolution or other similar transaction involving the
Partnership, (iii) make, or in any way participate, directly or indirectly,
in any "solicitation" of "proxies" or "consents" (as such terms are used in
the proxy rules of the Securities and Exchange Commission) to vote, or seek
to advise or influence any person with respect to the voting of any voting
securities of the Partnership, (iv) form, join or otherwise participate in
a "group" (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) with respect to any
voting securities of the Partnership, (v) disclose to any third party any
intention, plan or arrangement which violates the terms of this letter
agreement or (vi) loan money to, advise, assist or encourage any person in
connection with any action which violates the terms of this letter
agreement.
You also agree during the Term not to make any proposal or request,
directly or indirectly, to amend, waive or terminate any provision of this
letter agreement (including this sentence). In addition, you agree that
during the Term you will notify the Partnership at least two days before
initiating any communication with Unitholders (five days if such
communication relates to a tender offer for more than 5% of the outstanding
Units) and provide a substantially final draft copy of such communication
(if written) with such notice, and a final copy contemporaneously with your
sending same to the Unitholders. We agree that we will provide you with a
copy of any written communication with Unitholders in respect of your
tender offer by facsimile on the day we initiate such communication.
In addition, if you commence a tender offer for 5% or less of the
outstanding Units, you will include verbatim the following language in any
such communication:
"TENDER OFFERS OF THIS NATURE ARE NOT REQUIRED TO COMPLY WITH
CERTAIN RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION. This tender offer has been structured so that the
purchaser does not need to comply with certain disclosure
requirements and rules governing tender offers set forth in the
Securities Exchange Act of 1934."
In addition, you hereby represent, warrant and covenant to the
Partnership that any tender offer to purchase Units commenced by you will
be conducted in compliance with Section 14(e) and the rules promulgated
thereunder, notwithstanding that such tender offer may be for 5.0% or less
of the outstanding Units.
You understand that the general partner of the Partnership (the
"General Partner") may consider from time to time selling all or
substantially all of the assets of the Partnership or entering into any
other transaction in the best interests of the Unitholders and the
Partnership. The result of any such transaction, if approved by a majority
vote of the Unitholders if necessary, might be the dissolution and
liquidation of the Partnership in accordance with the partnership
agreement. Accordingly, in order to avoid disrupting any possible sale of
all or substantially all of the Partnership's assets or any other
transaction in the best interests of the Unitholders and the Partnership
and any required vote of Unitholders, you agree that, during the Term, all
Jeffrey Tannenbaum, Esq.
November 27, 1996
Page 3
Units obtained by you pursuant to any means will be voted by you on all
issues in the same manner as by the majority of all other Unitholders (not
including the General Partner or its Affiliates) who vote on any such
proposal.
If at any time during the Term you are approached by any third party
concerning participation in any transaction involving the assets,
businesses or securities of the Partnership or involving any action in
violation of the terms of this letter agreement, you will promptly inform
the Partnership of the nature of any such contact and the parties thereto.
You shall not, without the prior written consent of the Partnership,
disclose to any party that is not an Affiliate or your agent or advisor the
list of Unitholders' names, addresses and number of Units held that was
provided to you by the Partnership; provided, however, any such Affiliate,
agent or advisor shall agree beforehand in writing to be bound by the terms
of this letter agreement.
We each hereby acknowledge that we are aware, and that we will advise
our respective Affiliates of our respective responsibilities under the
securities laws. We each agree that the other of us or our respective
Affiliates, as the case may be, shall be entitled to equitable relief,
including injunctive relief and specific performance, in the event of any
breach of the provisions of this letter agreement, in addition to all other
remedies available at law or in equity. You hereby covenant that during
the Term you shall not sell, transfer, assign or convey any Units now
owned, or hereafter acquired, by you to any party, unless such party agrees
in writing to be bound by the terms of this agreement.
In case any provision in or obligation under this letter agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.
This letter agreement shall be governed by the laws of the State of
New York without giving effect to principles of conflicts of law thereof.
This letter agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together constitute one and the
same instrument.
Jeffrey Tannenbaum, Esq.
November 27, 1996
Page 4
If you agree with the foregoing, please sign and return two copies of
this letter agreement, which will constitute our agreement with respect to
the subject matter of this letter agreement.
Very truly yours,
QUALIFIED PROPERTIES 80, L.P.
By: QP 80 Real Estate Services, Inc.
its general partner
By: /s/ Ken Zakin
--------------------------
Name: Ken Zakin
Title: President
Confirmed and agreed to as of
the date first above written
Tensing L.L.C.
By: /s/ Jeffrey Tannenbaum
-----------------------
Name: Jeffrey Tannenbaum
Title: Manager
QUALIFIED PROPERTIES 80, L.P.
c/o Lehman Brothers, Inc.
3 World Financial Center - 29th Floor
New York, NY 10285
February 25, 1997
Jeffrey Tannenbaum, Esq.
Tensing, L.L.C.
1211 Avenue of the Americas, 29th Floor
New York, NY 10036
Dear Mr. Tannenbaum:
Reference is made to the letter agreement (the "Letter
Agreement") dated November 27, 1996, entered into between Qualified
Properties 80, L.P., a Virginia limited partnership (the "Partnership") and
Tensing, L.L.C. and its affiliates (collectively, "you") in connection with
your proposed acquisition of outstanding units of limited partnership
interests ("Units") of the Partnership.
The Letter Agreement is hereby amended by increasing the amount
of outstanding Units you may Acquire (as such term is defined in the Letter
Agreement) within the six month period following the date of the Letter
Agreement from 5.0% to 9.5%. In consideration therefor, you agree that
subsequent to such six month period and until the Letter Agreement expires,
you may only Acquire up to 9.5% of the outstanding Units, not 25% as
originally provided in the Letter Agreement.
The provisions of the Letter Agreement not affected by this
amendment shall remain in full force and effect.
Jeffrey Tannenbaum, Esq.
February 25, 1997
Page 2
If you agree with the foregoing, please sign and return two
copies of this letter, which will constitute our agreement with respect to
the subject matter of the amendment.
Very truly yours,
QUALIFIED PROPERTIES 80, L.P.
By: QP 80 Real Estate Services, Inc.,
its general partner
By: /s/ Ken Zakin
---------------------------
Name: Ken Zakin
Title: President
Confirmed and agreed to as of
the date first above written
Tensing L.L.C.
By: /s/ Jeffrey Tannenbaum
-------------------------
Name: Jeffrey Tannenbaum
Title: Manager
