SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT No. 1)
_______________________
GROWTH HOTEL INVESTORS II,
a California Limited Partnership
(Name of Subject Company)
DEVON ASSOCIATES
CAYUGA ASSOCIATES L.P.
FLEETWOOD CORP.
(Bidders)
LIMITED PARTNERSHIP ASSIGNEE UNITS
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
_______________________
Michael L. Ashner
Devon Associates Edward Mattner
Cayuga Associates, L.P. Fleetwood Corp.
100 Jericho Quadrangle 114 West 47th Street
Suite 214 19th Floor
Jericho, New York 11735-2717 New York, New York 10036
(516) 822-0022 (212) 921-3340
Copies to:
Mark I. Fisher G. David Brinton
Rosenman & Colin LLP Rogers & Wells
575 Madison Avenue 200 Park Avenue
New York, New York 10022-2585 New York, New York 10166
(212) 940-8877 (212) 878-8276
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Devon Associates
Cayuga Associates L.P.
Fleetwood Corp.
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) o
(b) o
3. SEC Use Only
4. Sources of Funds (See Instructions)
WC; OO
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
o
6. Citizenship or Place of Organization
New York (for Devon Associates)
Delaware (for Cayuga Associates L.P.
and Fleetwood Corp.)
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
1 Unit (for Devon Associates)
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
o
9. Percent of Class Represented by Amount in Row (7)
Less than 1%
10. Type of Reporting Person (See Instructions)
PN (for Cayuga Associates L.P. and Devon
Associates)
CO (for Fleetwood Corp.)
AMENDMENT No. 1 TO SCHEDULE 14D-1
This Amendment No. 1 amends the Tender Offer Statement on
Schedule 14D-1 filed with the Commission on February 15, 1996 (the
"Schedule 14D-1") by Devon Associates, a New York general
partnership (the "Purchaser"), relating to the tender offer of
the Purchaser to purchase up to 21,000 of the outstanding limited
partnership assignee units ("Units") of Growth Hotel Investors II,
a California limited partnership (the "Partnership"), at a
purchase price of $750 per Unit, net to the seller in cash, upon
the terms set forth in the Offer to Purchase dated February 15,
1996 and the related Letter of Transmittal (which collectively
constitute the "Offer") to (i) add Cayuga Associates L.P., the
managing general partner of the Purchaser, and Fleetwood Corp., a
general partner of the Purchaser, as additional bidders and
(ii) to include the information set forth below. Terms not
otherwise defined herein shall have the meaning ascribed to them
in the Schedule 14D-1 and the Offer to Purchase.
Item 10. Additional Information.
Item 10(e) is hereby amended to add the following:
(1) On February 21, 1996, William Wallace, Mildred Wallace,
Edith G. Martin, Paul Allemang and Gwen Allemang, who are
purportedly holders of limited partnership assignee units of the
Partnership or Growth Hotel Investors ("GHI"), commenced an action
(the "New York Action") in the Supreme Court of the State of New
York, County of New York, against Devon Associates, Montgomery
Realty Company-85, Cayuga Capital Corp., Insignia Financial Group,
Inc. and Fleetwood Corp. The action has also been brought against
the Partnership and GHI as nominal defendants. The complaint
alleges, among other things, that the Offer constitutes (a) a
breach of the fiduciary duty owed by the defendants (other than
Fleetwood Corp) to the limited partners of the Partnership, (b) a
breach by the defendants (other than Fleetwood Corp.) of the
provisions of the Partnership Agreement of the Partnership and (c)
a breach by the defendants (other than Fleetwood Corp.) of
fiduciary duties owed to the Partnership and a usurpation of
Partnership opportunities. The complaint also alleges that
Fleetwood Corp. aided and abetted the defendants' breaches of
their fiduciary duties and violations of the Partnership
Agreement. The action, which has been brought both as a class
action on behalf of holders of Units, as well as a derivative
action on behalf of the Partnership, seeks unspecified monetary
damages and injunctive relief preventing the consummation of the
Offer and requiring defendants to discharge their fiduciary duties
to the Partnership and the members of the purported class by,
among other things, ordering the appointment of an independent
committee to act for the Partnership, the retention of independent
financial advisers and consideration of alternative transactions
and bidders. Devon Associates, Cayuga Associates L.P. and
Fleetwood Corp. believe that the New York Action is without merit
and intend to vigorously defend the action. A copy of the
complaint in the New York Action is attached hereto as Exhibit
(z)(i) and is incorporated herein by reference.
(2) On February 28, 1996, R&S Asset Partners and Jessie B.
Small, who are purportedly holders of limited partnership assignee
units in the Partnership or GHI, commenced an action (the
"California Action") in the Superior Court of the State of
California for the County of Los Angeles against all of the
defendants in the New York Action, including the nominal
defendants, as well as Carl C. Icahn, Michael L. Ashner, Arthur N.
Queler, IFGP Corp., National Property Investors, Inc., NPI Equity
Investments II, Inc., Fox Realty Investors, Portfolio Realty
Associates, L.P., Emmet J. Cashin, Jr., Jarold A. Evans, W.
Patrick McDowell and Apollo Real Estate Advisors, L.P.
(collectively, the "California Defendants"). The complaint
alleges, among other things, that (a) the California Defendants
have breached, or aided and abetted a breach of, fiduciary duties
owed to the Partnership and its limited partners, (b) the
California Defendants have made negligent misrepresentations and
engaged in fraudulent activities in connection with the Offer and
(c) the California Defendants have caused the general partner of
the Partnership to breach provisions of the Partnership Agreement
of the Partnership. The action, which has been brought both as a
class action on behalf of holders of Units, as well as a
derivative action on behalf of the Partnership, seeks unspecified
monetary damages and injunctive relief preventing the consummation
of the Offer and requiring the California Defendants to discharge
their fiduciary duties to the Partnership and the members of the
purported class by, among other things, ordering the appointment
of an independent committee to act for the Partnership, the
retention of independent advisers and consideration of alternative
transactions and bidders. Devon Associates, Cayuga Associates
L.P. and Fleetwood Corp. believe that the California Action is
without merit and intend to vigorously defend the action. A copy
of the complaint in the California Action is attached hereto as
Exhibit (z)(ii) and is incorporated herein by reference.
Plaintiffs and defendants in the New York Action and the
California Action have agreed to an expedited discovery schedule.
In addition, such defendants also agreed to cause the Offer to be
extended by 10 days and, accordingly, the Offer has been extended
and will now expire at 12:00 midnight, New York Time, on March 25,
1996, unless extended.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended by adding the following, which are
attached as exhibits:
(a)(4) Press Release issued March 8, 1996.
(z)(i) Complaint as filed on February 21, 1996 with
the Supreme Court of the State of New York,
County of New York.
(z)(ii) Complaint as filed on February 28, 1996 with
the Superior Court of the State of
California, County of Los Angeles.
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: March 8, 1996
DEVON ASSOCIATES
By: Cayuga Associates L.P.
By: Cayuga Capital Corp.,
its General Partner
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: President
By: Fleetwood Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
CAYUGA ASSOCIATES L.P.
By: Cayuga Capital Corp.,
its General Partner
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: President
FLEETWOOD CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
(a)(4) Press Release issued March 8, 1996. *
(z)(i) Complaint as filed on February 21, 1996 *
with the Supreme Court of the State of
New York, County of New York.
(z)(ii) Complaint as filed on February 28, 1996 *
with the Superior Court of the State of
California, County of Los Angeles.
* Incorporated by reference to Purchaser's Amendment No. 1 to
Schedule 14D-1 filed March 8, 1996 in respect of the Purchaser's
offer to purchase Limited Partnership Assignee Units of Growth
Hotel Investors, a California limited partnership.
