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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 5
(FINAL AMENDMENT)
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
CONAM REALTY INVESTORS 5, L.P.
(NAME OF THE ISSUER)
ConAm Realty Investors 5, L.P. Continental American Properties, Ltd.
ConAm Property Services IV, Ltd. ConAm DOC Affiliates LLC
(NAME OF PERSONS FILING STATEMENT)
Units of Limited Partnership Interest
(TITLE OF CLASS OF SECURITIES)
44849P503
(CUSIP NUMBER OF CLASS OF SECURITIES)
E. Scott Dupree, Esq.
ConAm Realty Investors 5, L.P.
1764 San Diego Avenue
San Diego, CA 92110-1906
(619) 297-6771
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
Copies to:
Frederick B. McLane, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, CA 90071-2899
(213) 430-6000
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. The filing of a registration statement under the Securities Act of 1933.
c. A tender offer.
d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [_]
CALCULATION OF FILING FEE
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$19,420,330 $3,885
Transaction Valuation(1) Amount Of Filing Fee
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount previously paid: $3,900 Filing party: ConAm Realty Investors 5, L.P.
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Form or registration no.: Schedule 14A Date filed: August 20, 1998
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Instruction. Eight copies of this statement, including all exhibits, should be
filed with the Commission.
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(1) For purposes of calculating the filing fee only. The filing fee was
calculated in accordance with Rule 0-11 under the Securities Exchange Act
of 1934, as amended, and equals 1/50 of one percent of the aggregate
amount of cash to be distributed to securityholders in connection with the
transaction.
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CONAM REALTY INVESTORS 5, L.P.
1764 SAN DIEGO AVENUE
SAN DIEGO, CALIFORNIA 92110-1906
This Amendment No. 5 (this "Final Amendment") amends and supplements the
Rule 13e-3 Transaction Statement filed on October 30, 1998 by ConAm Realty
Investors 5, L.P., a California limited partnership (the "Partnership"), ConAm
Property Services IV, Ltd., a California limited partnership (the "General
Partner"), Continental American Properties, Ltd. and ConAm DOC Affiliates LLC
(as amended and supplemented prior to the date hereof, the "Statement").
The Statement was filed in connection with the Partnership's solicitation
of consents from its limited partners to (i) amend the Partnership's Partnership
Agreement to permit proposed sales of Partnership properties to "affiliates" of
the General Partner, if such proposed sales are approved by the limited partners
(the "Amendment"), and (ii) sell the Partnership's remaining properties to DOC
Investors, L.L.C., a Delaware limited liability company (the "Sale," and
collectively with the Amendment, the "Proposals"). A definitive consent
solicitation statement setting forth the Proposals was filed with the Securities
and Exchange Commission on December 14, 1998.
The consent solicitation expired on January 15, 1999, at 5:00 P.M., Pacific
Standard Time. As of that time, a majority in interest of the limited partners
consented to the Proposals. Therefore, the General Partner was authorized to
effect the Amendment and consummate the Sale.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the
Securities Exchange Act of 1934, as amended, to report that, pursuant to the
authority set forth above, the General Partner effected the Amendment on January
18, 1999 and consummated the Sale on January 29, 1999. Except as expressly set
forth in this Final Amendment, all information in the Statement remains
unchanged.
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SIGNATURES
After due 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: February 8, 1999
CONAM REALTY INVESTORS 5, L.P.
By: CONAM PROPERTY SERVICES IV, LTD.,
its General Partner
By: CONTINENTAL AMERICAN DEVELOPMENT,
INC., its General Partner
By: /s/ Daniel J. Epstein
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Name: Daniel J. Epstein
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Title: President
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CONAM PROPERTY SERVICES IV, LTD.
By: CONTINENTAL AMERICAN DEVELOPMENT,
INC., its General Partner
By: /s/ Daniel J. Epstein
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Name: Daniel J. Epstein
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Title: President
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CONTINENTAL AMERICAN PROPERTIES, LTD.
By: DJE FINANCIAL CORP., its General
Partner
By: /s/ Daniel J. Epstein
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Name: Daniel J. Epstein
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Title: President
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CONAM DOC AFFILIATES LLC
By: CONTINENTAL AMERICAN PROPERTIES,
LTD., its Administrative Member
By: DJE FINANCIAL CORP., its General
Partner
By: /s/ Daniel J. Epstein
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Name: Daniel J. Epstein
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Title: President
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