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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 3
Under the Securities Exchange Act of 1934
FAMOUS HOST LODGING V, LTD.
(Name of Issuer)
UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
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(CUSIP Number)
Christopher K. Davis
Everest Properties II, LLC
199 South Los Robles Avenue, Suite 440
Pasadena, California 91101
(626) 585-5920
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 20, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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This Amendment No. 3 amends the Schedule 13D filed with the Commission on April
30, 1997, as amended to the date hereof (the "Schedule 13D"). Capitalized terms
used but not defined herein have the meanings given to them in the Schedule 13D.
The following items are amended as follows:
Item 4. Purpose of Transaction
Item 4 is hereby amended to reflect that certain of the parties filing this
statement have settled certain litigation in both the California Superior Court
and the U.S. District Court for the Eastern District of California involving the
Partnership and its general partner. The settlement agreement provides, among
other things, that the Partnership's general partner must market the
Partnership's properties and has until June 30, 1998 to evaluate and negotiate
one or more contracts to sell the properties; and that the general partner must
submit to the limited partners of the Partnership any bona fide offer to
purchase one or more of the properties for at least 75% of the appraised value.
Certain of the parties filing this statement have also entered into an agreement
with Mark Grotewohl, the son of the controlling shareholder of the general
partner, agreeing to vote their Partnership units to approve a sale of the
Partnership's properties to Mr. Grotewohl or his designee at a cash price equal
to the appraised value of the properties, if certain additional conditions are
met.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is hereby amended to reflect that certain of the parties filing this
statement have settled certain litigation in both the California Superior Court
and the U.S. District Court for the Eastern District of California involving the
Partnership and its general partner. The settlement agreement provides, among
other things, that the Partnership's general partner must market the
Partnership's properties and has until June 30, 1998 to evaluate and negotiate
one or more contracts to sell the properties; and that the general partner must
submit to the limited partners of the Partnership any bona fide offer to
purchase one or more of the properties for at least 75% of the appraised value.
Certain of the parties filing this statement have also entered into an agreement
with Mark Grotewohl, the son of the controlling shareholder of the general
partner, agreeing to vote their Partnership units to approve a sale of the
Partnership's properties to Mr. Grotewohl or his designee at a cash price equal
to the appraised value of the properties, if certain additional conditions are
met.
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SIGNATURES
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: June 9, 1998
EVEREST/MADISON INVESTORS, LLC
By: EVEREST PROPERTIES, LLC, Manager
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST LODGING INVESTORS, LLC
By: EVEREST PROPERTIES II, LLC, Manager
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST PROPERTIES, LLC
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President
EVEREST PROPERTIES II, LLC
By: /s/ DAVID I. LESSER
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David I. Lesser
Executive Vice President