SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
MIP Properties, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
553051103
(CUSIP number)
Gary P. Stevens, Esq.
J.E. Robert Companies
11 Canal Center Plaza
Suite 200
Alexandria, Virginia 22314
(703) 739-4400
(Name, address and telephone number of person
authorized to receive notices and communications)
Copy to:
Stephen W. Hamilton
Skadden, Arps, Slate, Meagher & Flom
1440 New York Avenue
Washington, DC 20005
(202) 371-7000
July 19, 1995
(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 [ ].
Check the following box if a fee is being paid
with the statement [ ].
This Amendment No. 2 amends and supplements the
Schedule 13D filed with the Securities and Exchange
Commission on May 31, 1995, as amended by Amendment No. 1
thereto filed with the Securities and Exchange Commission on
June 21, 1995, on behalf of JER Partners, LLC and Joseph E.
Robert, Jr. with respect to MIP Properties, Inc.
Capitalized terms used herein without definition shall have
the respective meanings ascribed thereto in such Schedule
13D, as amended.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by
adding the following at the end thereof:
On July 19, 1995, JER and Wells Fargo Bank amended
one of such commitment letters.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
6. Commitment Letter Amendment dated July 18, 1995
among Wells Fargo Bank, JER Partners, LLC and J.E.
Robert Companies.
SIGNATURE
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.
July 20, 1995
(DATE)
/s/ Joseph E. Robert, Jr.
(SIGNATURE)
Joseph E. Robert, Jr.
(NAME/TITLE)
SIGNATURE
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.
July 20, 1995
(DATE)
JER PARTNERS LLC
By: J.E. Robert Company, Inc.
(SIGNATURE)
J.E. Robert Company Inc., Member
(NAME/TITLE)
By: /s/ Joseph E. Robert, Jr.
(SIGNATURE)
Joseph E. Robert, President
(NAME/TITLE)
EXHIBIT INDEX PAGE NO.
6. Commitment Letter Amendment dated July
18, 1995, among Wells Fargo Bank, JER
Partners, LLC and J.E. Robert Companies . . . . .
Exhibit 6
July 18, 1995
J.E. Robert Companies
11 Canal Center Plaza
Suite 200
Alexandria, VA 22314
Attention: Mr. Murry Gunty
Re: Wells Fargo/J.E. Robert Companies/MIP
Ladies and Gentlemen:
Reference is made to that certain Commitment
Letter executed by and among Wells Fargo Bank, JER
Partners, L.L.C., a Delaware limited liability company
("JER L.L.C.") and J.E. Robert Companies, dated as of
June 19, 1995 relating to a proposed loan in a principal
amount estimated at $24,000,000 (the "Commitment
Letter"). Wells Fargo Bank hereby acknowledges and
confirms receipt of a fully executed copy of the
Commitment Letter prior to expiration thereof pursuant to
the penultimate paragraph of the Commitment Letter.
The Commitment Letter is hereby modified in the
following respects:
1. The paragraph captioned "Borrower" in the
Commitment Letter is hereby deleted, and the following is
substituted in lieu therefor as if set forth in full
therein:
BORROWER: MIP Properties, Inc., a Maryland
corporation ("MIP" or "Borrower"), as the
surviving corporation by merger with a wholly
owned subsidiary of JER Partners L.L.C., a
Delaware limited liability company ("JER LLC")
wholly owned by J.E. Robert Companies ("JER");
such merger shall have been approved by a
majority in interest (or a supermajority, if
required under applicable law or the charter
documents or bylaws of MIP) of the current
shareholders of MIP. Upon the consummation of
such transactions, Borrower will own the assets
described on Exhibit A hereto (the "Assets").
2. All references to July 25, 1995 in
subparagraph (xi)(C) of the section captioned "Closing
Conditions" in the Commitment Letter shall hereafter be,
and are hereby deemed to be, references to August 10,
1995.
3. Subparagraph (xi)(D) of the section
captioned "Closing Conditions" in the Commitment Letter
is hereby deleted, and the following is substituted in
lieu therefor as if set forth in full therein:
(D) On or prior to October 15, 1995, MIP shall
have held a meeting of its shareholders and
received approval from the holders of shares in
an amount not less than the number required to
approve the merger under MIP's certificate of
incorporation, bylaws and applicable law, and
Borrower, JER and MIP shall have received all
approvals and/or clearances as may be required
or reasonably desirable under the Hart-Scott-
Rodino Antitrust Improvements Act, or shall
have demonstrated to WFB's reasonable
satisfaction that no such approvals and/or
clearances are required with respect to the
transactions contemplated by the merger.
4. Subparagraphs (viii) and (ix) of the
section captioned "Covenants" in the Commitment Letter
are hereby deleted.
5. Subparagraph (iv) of the section captioned
"Cash Distribution" in the Commitment Letter is hereby
deleted. Subparagraph (v) of the section captioned "Cash
Distribution" in the Commitment Letter is hereby
renumbered as subparagraph (iv), and the word "fifth"
therein is hereby deleted, and the word "fourth" is
substituted therefor as if set forth in full therein. In
the penultimate paragraph of the section captioned "Cash
Distribution" in the Commitment Letter, all references to
subparagraph (iv) shall hereafter be, and are hereby
deemed to be, references to subparagraph (iii) of the
section captioned "Cash Distribution."
Except as revised hereby, the Commitment Letter
remains in full force and effect. This amendment shall
be effective only if executed fully by JER L.L.C., and
J.E. Robert Companies, and returned to Wells Fargo Bank
on or prior to July 19, 1995 at 5:00 p.m. Los Angeles
time.
The Commitment Letter, as amended hereby, shall
inure solely to the benefit of JER L.L.C., and shall not
inure to the benefit of, or be enforceable by, MIP
Properties, Inc.
Very truly yours,
WELLS FARGO BANK
By: /s/Nicholas V. Colonna
Its: Vice President
AGREED TO AND ACCEPTED:
JER Partners, L.L.C.
By: J.E. Robert Company, Inc.
By: /s/Jonathan S. Kern
Its: Senior Vice President
J.E. ROBERT COMPANIES
By: /s/Jonathan S. Kern
Its: Senior Vice President
