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_____________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
AMENDMENT NO. 2 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
RIVERCHASE INVESTORS I, LTD.
(Name of Issuer)
COLONIAL REALTY LIMITED PARTNERSHIP
JOHN H. MCCLINTOCK, JR., JAMES H. PUGH, JR., BATTERY PARK CAPITAL CORP.,
THOMAS H. LOWDER, JAMES K. LOWDER AND ROBERT E. LOWDER
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Charles A. McGehee J. Warren Gorrell, Jr., Esq.
Colonial Realty Limited Partnership Joseph G. Connolly, Jr., Esq.
2101 6th Avenue North Hogan & Hartson L.L.P.
Suite 750 555 13th Street, N.W.
Birmingham, AL 35203 Washington, D.C. 20004-1109
(202) 637-5600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
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. [X]
Calculation of Filing Fee
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Transaction Valuation (1) Amount of Filing Fee (1)
$8,480,000 $1,696
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(1) Determined in accordance with Rule 0-11(c) of the Securities Exchange Act
of 1934. The fee was computed on the basis of the aggregate dollar amount
proposed to be paid by Colonial Realty Limited Partnership, a subsidiary of
Colonial Properties Trust, for substantially all of the assets of the Issuer.
[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 Filing.
Amount Previously Paid: $1,696
Form or Registration No.: Schedule 14A
Filing Party: Colonial Realty Limited Partnership
Date Filed: November 10, 1997
_______________________________________________________________
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INTRODUCTION
------------
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3
is being filed as an amendment to the Schedule 13E-3 previously filed with the
Securities and Exchange Commission (the "Commission") on November 9, 1997 and
February 27, 1998 by Colonial Realty Limited Partnership (the "Purchaser") and
John H. McClintock, Jr., James H. Pugh, Jr., Battery Park Capital Corp., Thomas
H. Lowder, James K. Lowder and Robert E. Lowder, each a general partner (the
"General Partners") of Riverchase Investors I, Ltd. (the "Partnership"), in
connection with the proposed sale (the "Sale) of Riverchase Apartments -- Phase
I (the "Project") by the Partnership to the Purchaser pursuant to a Real Estate
Sales Contract dated September 2, 1997 (the "Sales Contract") between the
Partnership and the Purchaser. Consummation of the Sale will constitute the sale
of substantially all of the assets of the Partnership. The Amended and Restated
Certificate and Agreement of Limited Partnership (the "Partnership Agreement")
of the Partnership provides that the Partnership shall be dissolved upon a sale
of all interests in the Project and any other assets of the Partnership.
Accordingly, the consummation of the Sale will result in the dissolution of the
Partnership and distribution in liquidation as provided in the Partnership
Agreement. This Amendment No. 2 to Schedule 13E-3 is being filed with the
Commission concurrently with an amendment to the preliminary draft Consent
Solicitation Statement on Preliminary Schedule 14A filed by the Partnership and
the General Partners (the "Amended Consent Solicitation Statement"). A copy of
the Amended Consent Solicitation Statement is attached hereto as Exhibit
17(d).1.
CROSS REFERENCE SHEET
---------------------
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Amended Consent
Solicitation Statement of the information required to be included in response to
the items of this statement. The information contained in the Amended Consent
Solicitation Statement, including all appendixes thereto, is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by reference to the information contained in the Amended Consent
Solicitation Statement and the appendixes thereto.
Item in Where Located in
Schedule 13E-3 Schedule 14A
- -------------- ------------
Item 1(a)...................... "SUMMARY," "SPECIAL FACTORS"
Item 1(b)...................... "SUMMARY," "VOTING RIGHTS AND
INFORMATION--Record Date"
Item 1(c) ..................... "SPECIAL FACTORS--Background of the
Sale"
Item 1(d) ..................... "SELECTED FINANCIAL INFORMATION,"
"MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS"
Item 1(e)--(f)................. Not applicable
Item 2 ........................ "SUMMARY," "SPECIAL FACTORS--
Background of the Sale"
Item 3(a)(1)................... Not applicable
Item 3(a)(2)................... "SUMMARY," "SPECIAL FACTORS--
Background of the Sale," "--Purpose
of the Sale," "--Alternatives
Considered," "--Determination of the
Purchase Price"
Item 3(b)...................... Not applicable
Item 4(a)...................... "SUMMARY," "SPECIAL FACTORS," "SPECIAL
CONSIDERATIONS," "THE AMENDMENT
PROPOSAL," "THE SALE PROPOSAL,"
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"DISTRIBUTION OF SALE PROCEEDS AND
DISSOLUTION OF PARTNERSHIP"
Item 4(b)...................... "SUMMARY," "SPECIAL FACTORS--Interests
of Certain Persons; Conflicts of
Interest"
Item 5(a)(g) .................. "SUMMARY," "SPECIAL FACTORS--Plans for
the Partnership; Certain Effects of
the Sale," "THE SALE PROPOSAL,"
"DISTRIBUTION OF SALE PROCEEDS AND
DISSOLUTION OF PARTNERSHIP"
Item 6(a)...................... "SUMMARY," "SPECIAL FACTORS--
Determination of the Purchase Price"
Item 6(b)...................... "SPECIAL FACTORS--Opinion of Stanger,"
"--Appraisal Report" and "VOTING
RIGHTS AND INFORMATION"
Item 6(c) ..................... "SUMMARY," "SPECIAL FACTORS--
Determination of the Purchase Price"
Item 6(d)...................... Not applicable
Item 7(a)...................... "SPECIAL FACTORS--Purpose of the Sale"
Item 7(b)...................... "SPECIAL FACTORS--Background of the
Sale," "-- Alternatives Considered,"
"SPECIAL CONSIDERATIONS--No Acceptable
Third-Party Bids Received"
Item 7(c)...................... "SPECIAL FACTORS"
Item 7(d)...................... "SPECIAL FACTORS--Plans for the
Partnership; Certain Effects of the
Sale," "SPECIAL CONSIDERATIONS,"
"DISTRIBUTION OF SALE PROCEEDS AND
DISSOLUTION OF THE PARTNERSHIP,"
"FEDERAL INCOME TAX CONSEQUENCES"
Item 8(a)(b)................... "SUMMARY," "SPECIAL FACTORS--
Determination of the Purchase Price,"
"--Position of the General Partners;
Fairness of the Proposed Sale,"
"SPECIAL CONSIDERATIONS--Sale Contract
Not Negotiated at Arms Length,"
"--Conflicts of Interest of the
General Partners"
Item 8(c)...................... "SUMMARY," "VOTING RIGHTS AND
INFORMATION"
Item 8(d)...................... "SPECIAL FACTORS--Purpose of the Sale,"
"--Determination of the Purchase
Price"
Item 8(e)...................... "SUMMARY," "SPECIAL FACTORS--
Determination of the Purchase Price"
Item 8(f)...................... "SPECIAL FACTORS--Background of the
Sale," "-- Alternatives Considered"
Item 9(a)(c)................... "SUMMARY," SPECIAL FACTORS--
Determination of the Purchase Price,"
"--Position of the General Partners;
Fairness of the Proposed Sale,"
"--Opinion of Stanger," "--Appraisal
Report," "-- Position of Colonial and
the Operating Partnership Regarding
Fairness of the Proposed Sale,"
"SPECIAL CONSIDERATIONS--Sales Contract
Not Negotiated at Arm's Length"
Item 10(a)..................... "SUMMARY," "SPECIAL FACTORS--Interests
of Certain Persons; Conflicts of
Interest," "VOTING RIGHTS AND
INFORMATION--Record Date"
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Item 10(b)...................... Not applicable
Item 11......................... Not applicable
Item 12(a)...................... "SUMMARY," "SPECIAL FACTORS--Interests
of Certain Persons; Potential Conflicts
of Interest," "VOTING RIGHTS AND
INFORMATION--Record Date"
Item 12(b)...................... "SUMMARY," "SPECIAL FACTORS--Position
of the General Partners; Fairness of
the Proposed Sale"
Item 13(a)(b)................... "SPECIAL CONSIDERATIONS--No Appraisal
Rights"
Item 13(c)...................... Not applicable
Item 14(a)(1), (a)(2) and (a)(4) "SELECTED FINANCIAL INFORMATION,"
"INDEX TO FINANCIAL STATEMENTS"
Item 14(a)(3) .................. Not applicable
Item 14(b)...................... Not applicable
Item 15(a)...................... "SUMMARY," "VOTING RIGHTS AND
INFORMATION--Cost of Solicitation"
Item 15(b)...................... "SUMMARY," "SPECIAL FACTORS--Opinion of
Stanger,"
Item 16......................... All information in the Consent
Solicitation Statement and Notice to
Unitholders
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The information set forth in "Summary" and "Special Factors" in
the Amended Consent Solicitation Statement is hereby incorporated herein by
reference.
(b) The information set forth in "Summary" and "Voting Rights and
Information -- Record Date" in the Amended Consent Solicitation Statement is
hereby incorporated herein by reference.
(c) The information set forth in "Special Factors--Background of the
Sale--The Partnership" in the Amended Consent Solicitation Statement is hereby
incorporated herein by reference.
(d) The information set forth in "Selected Financial Information" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Amended Consent Solicitation Statement is hereby incorporated
herein by reference.
(e)--(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND
(a)--(b) This Amendment No. 1 to the Schedule 13E-3 is being filed by
the Purchaser and the General Partners. The General Partners are affiliates of
the Partnership. The information set forth in "Summary--Persons Making the
Solicitation" and "Special Factors--Background of the Sale--The Partnership" in
the Amended Consent Solicitation Statement is hereby incorporated herein by
reference.
(c)--(d)
John H. McClintock, Jr., for more than five years, was a director and
Chairman of the Board of Epoch Properties, Inc., a Florida-based real estate
development organization founded in 1970. Mr. McClintock is currently Chairman
of the Board of Contravest, Inc., a real estate development firm in Orlando,
Florida.
James H. Pugh, Jr., for more than five years has been a director of
Epoch Properties, Inc. and Epoch Management, Inc., and President of Epoch
Properties, Inc. In addition, he is a director of substantially all affiliates
of Epoch Properties, Inc.
Battery Park Capital Corp., was incorporated in New York in 1978.
Thomas H. Lowder, is President and Chief Executive Officer of Colonial
and Colonial Properties Holding Company ("CPHC"), a trustee of Colonial, and a
director of CPHC and Colonial Properties Services, Inc. ("CPSI"). Thomas Lowder
became President of Colonial in 1976.
James K. Lowder, is a trustee of Colonial and director of CPHC and
CPSI. James Lowder is currently Chairman of the Board of The Colonial Company,
Lowder New Homes and Lowder Realty and has been primarily engaged in activities
related to these businesses for more than five years.
Robert E. Lowder, is Chairman of the Board, Chief Executive Officer and
President of the Colonial BancGroup, Inc., a multi-bank holding company based in
Montgomery, Alabama. Robert Lowder is also Chairman of the Board of Colonial
Broadcasting Company which operates four radio stations in Montgomery and one
radio station in Chattanooga, Tennessee.
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(e)--(f) During the past five years, no person listed above has been
convicted in a criminal proceeding or has been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violations of such laws.
(g) Each of the General Partners who is a natural person is a United
States citizen.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) (1) Not applicable.
(a) (2) The information set forth in "Summary" and "Special Factors--
Background of the Sale," "--Purpose of the Sale," "--Alternatives Considered,"
and "--Determination of the Purchase Price" in the Amended Consent Solicitation
Statement is hereby incorporated herein by reference.
(b) The information set forth in "Summary" "Special Factors--
Background of the Sale," "--Purpose of the Sale," "--Alternatives Considered,"
and "--Determination of the Purchase Price" in the Amended Consent Solicitation
Statement is hereby incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in "Summary" "Special Factors," "Special
Considerations," "The Amendment Proposal," "The Sale Proposal," and
"Distribution of Sale Proceeds and Dissolution of Partnership" in the Amended
Consent Solicitation Statement is hereby incorporated herein by reference.
(b) The information set forth in "Summary" and "Special
Factors--Interests of Certain Persons; Conflicts of Interest" in the Amended
Consent Solicitation Statement is hereby incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a)--(g) The information set forth in "Summary" "Special Factors--Plans
for the Partnership; Certain Effects of the Sale," "The Sale Proposal," and
"Distribution of Sale Proceeds and Dissolution of Partnership" in the Amended
Consent Solicitation Statement is hereby incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in "Summary" and "Special Factors--
Determination of the Purchase Price" in the Amended Consent Solicitation
Statement is hereby incorporated herein by reference.
(b) The information set forth in "Special Factors--Opinion of
Stanger," "--Appraisal Report" and "Voting Rights and Information" in the
Amended Consent Solicitation Statement is hereby incorporated herein by
reference.
(c) The information set forth in "Special Factors--Determination of
the Purchase Price" in the Amended Consent Solicitation Statement is hereby
incorporated herein by reference.
(d) Not applicable.
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ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) The information set forth in "Special Factors--Purpose of the Sale"
in the Amended Consent Solicitation Statement is hereby incorporated herein by
reference.
(b) The information set forth in "Special Factors--Background of the
Sale," "--Alternatives Considered" and "Special Considerations--No Acceptable
Third Party Bid Received" in the Amended Consent Solicitation Statement is
hereby incorporated herein by reference.
(c) The information set forth in "Special Factors" in the Amended Consent
Solicitation Statement is hereby incorporated herein by reference.
(d) The information set forth in "Special Factors--Plans for the
Partnership; Certain Effects of the Sale," "Special Considerations",
"Distribution of Sale Proceeds and Dissolution of the Partnership" and "Federal
Income Tax Consequences" in the Amended Consent Solicitation Statement is hereby
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)--(b) The information set forth in "Summary," "Special Factors--
Determination of the Purchase Price," "--Position of the General Partners;
Fairness of the Proposed Sale," "Special Considerations--Sale Contract Not
Negotiated at Arms Length," and "Conflicts of Interest of the General Partners"
in the Amended Consent Solicitation Statement is hereby incorporated herein by
reference.
(c) The information set forth in "Summary" and "Voting Rights and
Information" in the Amended Consent Solicitation Statement is hereby
incorporated herein by reference.
(d) The information set forth in "Special Factors--Purpose of the Sale"
and "--Determination of Purchase Price" in the Amended Consent Solicitation
Statement is hereby incorporated herein by reference.
(e) The information set forth in "Summary" and "Special Factors--
Determination of the Purchase Price" in the Amended Consent Solicitation
Statement is hereby incorporated herein by reference.
(f) The information set forth in "Special Factors--Background of the
Sale" and "--Alternatives Considered" in the Amended Consent Solicitation
Statement is hereby incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)--(c) The information set forth in "Summary," ""Special Factors--
Determination of the Purchase Price," "--Position of the General Partners;
Fairness of the Proposed Sale," "--Opinion of Stanger," "--Appraisal Report," "-
- -Position of Colonial and the Operating Partnership Regarding Fairness of the
Proposed Sale," and "Special Considerations--Sales Contract Not Negotiated at
Arms Length" in the Amended Consent Solicitation Statement is hereby
incorporated herein by reference.
A copy of the Stanger Fairness Opinion is attached as Appendix B to the
Amended Consent Solicitation Statement.
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ITEM 10. INTEREST IN THE SECURITIES OF THE ISSUER
(a) The information set forth in "Summary," "Special Factors--
Interests of Certain Persons; Conflicts of Interest" and "Voting Rights and
Information--Record Date" in the Amended Consent Solicitation Statement is
hereby incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDING WITH RESPECT TO THE ISSUER'S
SECURITIES
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a) The information set forth in "Summary," "Special Factors--
Interests of Certain Persons; Conflicts of Interest" and "Voting Rights and
Information--Record Date" in the Amended Consent Solicitation Statement is
hereby incorporated herein by reference.
(b) The information set forth in "Summary" and "Special Factors--
Position of the General Partners; Fairness of the Proposed Sale" in the Amended
Consent Solicitation Statement is hereby incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a)--(b) The information set forth in "Special Considerations--No
Appraisal Rights" in the Amended Consent Solicitation Statement is hereby
incorporated herein by reference.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a)(1)--(2) and (4) The information set forth in "Selected Financial
Information" and "Index to Financial Statements" in the Amended
Consent Solicitation Statement is hereby incorporated herein by
reference.
(a)(3) Not applicable.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) The information set forth in "Summary" and "Voting Rights and
Information--Cost of Solicitation" in the Amended Consent Solicitation
Statement is hereby incorporated herein by reference.
(b) The information set forth in "Summary" and "Special Factors--
Opinion of Stanger" in the Amended Consent Solicitation Statement is
hereby incorporated herein by reference.
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ITEM 16. ADDITIONAL INFORMATION
The information set forth in the Amended Consent Solicitation
Statement and the Appendixes thereto is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Credit Agreement between the Operating Partnership and
SouthTrust Bank, National Association, AmSouth Bank, Wells Fargo Bank,
National Association, Wachovia Bank, N.A., First National Bank of
Commerce, N.A., and PNC Bank, Ohio, National Association dated July
10, 1997.*
(b).1 The Stanger Fairness Opinion included as Appendix B to the
Amended Consent Solicitation Statement is hereby incorporated by
reference.
(b).2 The Appraisal Report of Consortium Appraisal and Consulting
Services, Inc., dated as of January 22, 1998. (Previously filed)
(c) The Sales Contract dated as of September 2, 1997 included as
Appendix A to the Amended Consent Solicitation Statement is hereby
incorporated by reference.
(d) The Amended Consent Solicitation Statement relating to the
proposed Sale is hereby incorporated by reference.
(e) Not applicable.
(f) Not applicable.
* Incorporated by reference from the Quarterly Report on Form 10-Q for period
ended June 30, 1997 for Colonial Properties Trust (SEC File No. 1-12358),
filed as Exhibit 10.14 therein.
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SIGNATURES
After due 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.
John H. McClintock, Jr.
James H. Pugh, Jr.
Battery Park Capital Corp.
Thomas H. Lowder
James K. Lowder
Robert E. Lowder
GENERAL PARTNERS
Date: April 16, 1998 By: /s/ Thomas A. Lowder
--------------------------
Thomas A. Lowder
Attorney-in-Fact
Date: April 16, 1998 Colonial Realty Limited Partnership
By: Colonial Properties Holding Company, Inc.
Its General Partner
By: /s/ Charles A. McGehee
-------------------------
Charles A. McGehee
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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(a) Credit Agreement between the Operating Partnership and SouthTrust Bank,
National Association, AmSouth Bank, Wells Fargo Bank, National Association,
Wachovia Bank, N.A., First National Bank of Commerce, N.A., and PNC Bank,
Ohio, National Association dated July 10, 1997./*/
(b).1 The Stanger Fairness Opinion. /**/
(b).2 The Appraisal Report of Consortium Appraisal and Consulting Services, Inc.,
dated as of January 22, 1998.(Previously filed)
(c) The Sales Contract dated as of September 2, 1997. /***/
(d) The Amended Consent Solicitation Statement. /****/
(e) Not applicable.
(f) Not applicable.
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* Incorporated by reference from the Quarterly Report on Form 10-Q for period
ended June 30, 1997 for Colonial Properties Trust (SEC File No. 1-12358)
filed as Exhibit 10.14 therein.
** Incorporated by reference from Appendix B to the Amended Consent
Solicitation Statement.
*** Incorporated by reference from Appendix A to the Amended Consent
Solicitation Statement.
**** Incorporated by reference from the Preliminary Schedule 14A filed with the
Commission on February 27, 1998.
