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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
GROWTH HOTEL INVESTORS II
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(Name of Issuer)
LIMITED PARTNERSHIP ASSIGNEE UNITS
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(Title Class of Securities)
NONE
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(CUSIP Number)
CRAIG S. MEDWICK, ESQ.
G. DAVID BRINTON, ESQ.
C/O ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MARCH 25, 1996
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(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 / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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AMENDMENT NO. 1 TO SCHEDULE 13D
CUSIP NO. NONE PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CARL C. ICAHN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 15 UNITS
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,649.3 UNITS
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 15 UNITS
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,649.3 UNITS
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,664.3
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to the Schedule 13D originally filed with the
Securities and Exchange Commission (the "Commission") on February 15, 1996 (the
"Schedule 13D") relates to limited partnership assignee units ("Units") of
Growth Hotel Investors II, a California limited partnership (the "Issuer"). The
principal executive offices of the Issuer are located at One Insignia Financial
Plaza, Greenville, South Carolina 29602. Terms not otherwise defined herein
shall have the meaning ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Devon was formed for the purpose of acquiring Units by means of the
Offer. Devon purchased 17,118 Units pursuant to the Offer. The Offer is
described in the Schedule 14D-1 filed previously by Devon with the Commission on
February 15, 1996 (the "Devon 14D-1") and the exhibits thereto. The Units
acquired by LTBD and the Units acquired by Devon in the past and pursuant to the
Offer were acquired for investment purposes.
On February 21, 1996, an action entitled Wallace v. Devon Associates
was commenced in the Supreme Court of the State of New York by plaintiffs who
are purportedly holders of Units. On February 28, 1996, an action entitled R&S
Asset Partners v. Devon Associates was commenced in the Superior Court for the
State of California. Both actions (the "Actions") were commenced by plaintiffs
purporting to be holders of Units. Copies of the complaints filed in the Actions
were previously filed as Exhibits (z)(i) and (z)(ii), respectively, to Amendment
No. 1 to the Devon 14D-1, filed by Devon, Cayuga and Fleetwood with the
Commission on March 8, 1996. On March 15, 1996, the parties to the Actions
entered into a memorandum of understanding (the "Memorandum of Understanding")
to submit for court approval a stipulation to settle the Actions and
all claims that were asserted, or could have been asserted, in the Actions.
Pursuant to the Memorandum of Understanding, the general partner of the Issuer
(the "General Partner") agreed to take any actions as are reasonably necessary
and consistent with its fiduciary duties to procure offers for the purchase of
the properties held by the Issuer (the "Properties") which maximize the value
of the Units. If, after taking such actions, the General Partner determines to
accept an offer or offers to purchase all or substantially all of the
Properties, it will prepare a proposed plan of liquidation for the Issuer,
consistent with its fiduciary obligations, and submit such proposal to a vote
of the holders of Units. If such plan is approved by the holders of a majority
of the outstanding Units, such plan will be implemented. The Memorandum of
Understanding was previously filed as Exhibit (c)(2) to Amendment No. 2 to the
Devon 14D-1, filed by Devon, Cayuga and Fleetwood with the Commission on
March 18, 1996.
Except as disclosed herein, Icahn has no present plan, proposal or
intention to effect any transaction which relates to or would result in (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of any such securities, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (d) any change in the present management of
the Issuer, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) any other material change in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition
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of control of the Issuer by any person, (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act, or (j) any action similar to any of the enumerated in (a) through
(i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Devon owns 17,119 Units and LTBD owns 15 Units. Icahn, as a result
of his affiliation with LTBD and Fleetwood, may be deemed to beneficially own
the 15 Units owned by LTBD and the 5,649.3 Units owned by Fleetwood, as 33%
owner of the 17,119 Units owned by Devon.
(b) Devon has the sole power to vote and dispose of the 17,119 Units
owned by it, and LTBD has the sole power to vote and dispose of the 15 Units
owned by it. However, as a result of his affiliation with Devon and LTBD, Icahn
may be deemed to have shared voting and dispositive power over the 5,649.3 Units
owned by Fleetwood as 33% owner of the 17,119 Units owned by Devon and the 15
Units owned by LTBD.
Icahn expressly disclaims beneficial ownership of any Units not
directly owned by him.
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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.
By: /s/ Carl C. Icahn
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Carl C. Icahn
April 9, 1996
[Amdt. No. 1 to Schedule 13D for GHI II]
