CUSIP 801209206 13D
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.
(NAME OF ISSUER)
Common Stock ($0.10 par value)
(TITLE OF CLASS OF SECURITIES)
801209206
(CUSIP Number)
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(415) 312-4018
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 3, 1997
(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-l(b)(3) or
(4), check the following box [ ].
*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 the disclosures provided
in a prior cover page.
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 ("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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc.
22-3463202
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
515,100 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
515,100 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,100 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.5%
14. TYPE OF REPORTING PERSON IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.5%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,100 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.5%
14. TYPE OF REPORTING PERSON HC (See Item 5)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,100 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.5%
14. TYPE OF REPORTING PERSON HC (See Item 5)
Items 4, 5 and 7 of the Schedule 13D, initially filed on December
5, 1996 are hereby amended and restated in their entirety as
follows:
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FMAI's
advisory clients for the purpose of investment. Neither FMAI nor
any executive officer or director of FMAI, has any present plans or
intentions to acquire or dispose of any securities of the Issuer
other than on behalf of FMAI's clients for the purpose of
investment.
On April 3, 1997, at the request of Morgan Stanley & Co.
Incorporated, ("Morgan Stanley") financial advisors to the Issuer,
representatives of Koll Arcadia Investors, LLC ("KAI") and Colony
Investments II, LLC ("Colony") participated in a conference
telephone call with representatives of Morgan Stanley in connection
with the respective recapitalization proposals of KAI and Colony.
At the invitation of KAI and Colony, representatives of FMAI also
participated in the conference call. The separate proposals of KAI
and Colony submitted to the Issuer on March 17, 1997 were discussed
during the conference call. FMAI considers either of the March 17th
proposals of KAI and Colony to be superior to their prior
proposals. Given current market conditions, FMAI is concerned
about the valuation of proposals made to the Issuer that involve
significant non-cash consideration. Accordingly, FMAI supports the
significant cash components of both KAI's and Colony's proposals.
FMAI has entered into a letter of intent with KAI and Colony
pursuant to which FMAI will make a forward purchase commitment to
acquire 15% of the equity of certain entities to be formed by KAI
and Colony in connection with the consummation of their
recapitalization proposals.
In the future, FMAI may decide to purchase on behalf of its
advisory clients additional shares of the Common Stock or other
securities of the Issuer. In addition, FMAI may cause its advisory
clients to dispose of any or all securities of the Issuer in any
manner permitted by applicable securities laws. FMAI's advisory
clients reserve the right to exercise any and all of their
respective rights as a stockholder of the Issuer in a manner
consistent with their equity interests.
Other than as described above, neither FMAI nor any executive
officer or director of FMAI, has any present plans or proposals
which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(ii) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(iv) any material change in the present capitalization or dividend
policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) 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 inter-dealer quotation system of a registered
national securities association;
(viii) a class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMAI's advisory clients is the owner of
515,100 shares of the Common Stock representing approximately 4.5%
of the outstanding shares of Common Stock. Since FMAI's advisory
contracts with its clients grant to FMAI sole voting and investment
power over the securities owned by its advisory clients, FMAI may
be deemed to be, for purposes of Rule 13d-3 under the 1934 Act (the
"1934 Act"), the beneficial owner of the securities covered by this
Statement. Dispositions of shares since this Schedule 13D was
initially filed on December 5, 1996 have reduced the reporting
persons' beneficial ownership of Common Stock below 5%.
Accordingly, the reporting persons are no longer subject to the
reporting requirements of Section 13 of the 1934 Act and the Rules
promulgated thereunder.
FMAI is a wholly-owned subsidiary of Franklin Resources, Inc.
("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal shareholders
of FRI. FRI and the Principal Shareholders therefore may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the
beneficial owner of securities held by persons and entities advised
by FRI or its subsidiaries. However, no investment advisory
personnel of FRI or of any of its subsidiaries other than FMAI are
involved in the investment management decisions of FMAI. Moreover,
FMAI, FRI and the Principal Shareholders each disclaim any economic
interest or beneficial ownership in any of the securities covered
by this Statement owned by advisory clients of FRI or any of its
subsidiaries.
Furthermore, FRI, FMAI, and the Principal Shareholders
(collectively referred to as the "FRI Entities") are of the view
that they are not acting as a "group" for purposes of Section 13(d)
under the 1934 Act and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by FRI or
its subsidiaries.
(c) Exhibit B sets forth all transactions in the shares of the
Common Stock within the past sixty days.
(d) No person other than respective advisory clients of FMAI have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of the securities being
reported herein.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits
Exhibit B Summary of Transactions Within the Last Sixty Days
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.
April 8, 1997
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that such
statement and all amendments to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on April 7, 1997.
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
Exhibit B
Summary of Transactions Within the Last Sixty Days
Date Buy/Sell No. of Shares Price
02/10/97 sell 600 $29.8750
