UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
Investment Properties Associates
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(Name of Issuer)
Participations in Limited Partnership Interests
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(Title of Class of Securities)
461430 10 0
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(CUSIP Number)
Michael L. Zuppone
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
(212) 856-7000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 10, 1998
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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 .
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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
disclosures provided in a prior cover page.
The information required on 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.
725312.1
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CUSIP No. 461430 10 9 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leona M. Helmsley
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
I
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
725312.1
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CUSIP No. 461430 10 9 SCHEDULE 13D
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This Amendment No.3 to Schedule 13D ("Amendment No. 3), which is filed
pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended,
amends and supplements the original Schedule 13D, dated January 26, 1990 (the
"Original Schedule 13D"), which was originally filed with the Securities and
Exchange Commission (the "SEC") on February 13, 1990 on behalf of Leona M.
Helmsley and subsequently amended by Amendment No.1, dated August 28, 1991, as
filed with the SEC on September 9, 1991, and Amendment No. 2, dated April 15,
1992, as filed with the SEC on May 26, 1992, with respect to the ownership of
Participations in Limited Partnership Interests of Investment Properties
Associates. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Original Schedule 13D. This Amendment No. 3
reports the termination of any further obligation of Mrs Helmsley to report on
Schedule 13D with respect to the beneficial ownership of Paticipation Interests.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a) As a result of the sale transaction discussed below in
paragraph (c) of this Item 5, Mrs. Helmsley does not beneficially own any
Participation Interests.
(c) During the sixty days prior to the date hereof, Mrs. Helmsley
effected no transactions in Participation Interests other than the following
transaction. On June 10, 1998, Mrs. Helmsley sold, among other things, her
entire beneficial ownership position of 282,377 Participation Interests to
Scogbell Acquisition, L.L.C., a Delaware limited liability company ("Scogbell"),
in a privately negotiated transaction. Pursuant to the terms of a stock,
interest and note purchase agreement, dated as of June 10, 1998, $25,555,118
(approximately $90.50 per Participation Interest) of the contract purchase price
paid by Scogbell was allocated to the Participation Interests purchased thereby.
(e) On June 10, 1998, Mrs. Helmsley ceased to be a beneficial
owner of more than 5% of the Participation Interests, thereby terminating any
future obligation of Mrs. Helmsley to report on Schedule 13D with respect to
beneficial ownership of the Participation Interests.
725312.1
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SIGNATURE
After reasonable 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: June 19, 1998
Leona M. Helmsley
/s/ Leona M. Helmsley
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Leona M. Helmsley
725312.1
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