SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
Amendment No. 1
to
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
________________________________
PRUDENTIAL-BACHE/A.G. SPANOS GENESIS INCOME PARTNERS L.P., I
(Name of the Issuer)
A.G. SPANOS RESIDENTIAL PARTNERS-86,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
Depository Units of Limited Partnership Interest
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Ralph C. Walker, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
(415) 392-1122
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) 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.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
Transaction valuation (1) Amount of filing fee (1)
$20,560,000 $4,112
(1) Pursuant to Section 13(e)(3) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and Rule 0-11 thereunder, the
transaction valuation is $20,560,000, the aggregate distribution to be paid
to limited partners pursuant to the sale of substantially all the assets
and subsequent liquidation of Prudential-Bache/A.G Spanos Genesis Income
Partners L.P., I (the "Partnership"), the transaction which is the subject
of this Statement. The filing fee is 1/50 of 1% of such transaction
valuation. Pursuant to Rule 0-11, this fee constitutes the filing fee for
this transaction for purposes of both this Statement and the preliminary
consent solicitation statement filed pursuant to Rule 14a-6 under the
Exchange Act and incorporated herein.
[ ] 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.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
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FINAL REPORT
This Rule 13e-3 Transaction Statement (the "Statement") relates
to (i) the sale of substantially all of the assets of the Partnership in a
public auction (the "Auction"), (ii) the amendment of the Amended and
Restated Agreement of Limited Partnership of the Partnership to permit an
affiliate of one of the general partners of the Partnership to bid for, and
if successful to purchase, one or more of the Partnership's real properties
(the "Amendment") and (iii) the subsequent complete termination and
liquidation of the Partnership (the "Plan of Liquidation") (collectively,
the Auction, the Amendment and the Plan of Liquidation are referred to
herein as the "Plan"). The Plan is being proposed by A.G. Spanos
Residential Partners-86, A California Limited Partnership ("Spanos"), one
of the general partners of the Partnership, in connection with, and
pursuant to the terms of, a proposed settlement by Spanos and its
affiliates (the "Settlement") of certain class action litigation (the
"Litigation") now pending in the United States District Court for the
Southern District of New York (the "Court"). The Settlement is set forth
in a Stipulation of Settlement with Spanos Defendants (the "Settlement
Agreement"), executed by plaintiffs in the Litigation and by Spanos and
certain of its affiliates (the "Spanos Defendants").
This Amendment No. 1 to the Statement is being filed by Spanos as
a final report pursuant to Rule 13e-3(d)(3). Attached hereto as Exhibit
(h) is a summary of the tabulation of the forms of Consents received by
Spanos from Unitholders through the close of business on July 10, 1998, the
extended termination date of the solicitation, showing that the consents of
Unitholders holding a majority of the outstanding Units have been received
with respect to all three proposals.
On July 21, 1998, the court entered its final order and judgment
approving the Settlement.
Item 17. Material to be Filed as Exhibits
(h) Tabulation of results of Consent solicitation.
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SIGNATURES
After due inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
Amendment No. 1 to Statement is true, complete and correct.
Dated: July 24, 1998
A.G. SPANOS RESIDENTIAL PARTNERS-86, A CALIFORNIA
LIMITED PARTNERSHIP
By: AGS FINANCIAL CORPORATION,
General Partner
By: /s/Arthur J. Cole
-------------------------
Arthur J. Cole, President
By: A.G. SPANOS REALTY, INC.,
General Partner
By: /s/Arthur J. Cole
------------------------------
Arthur J. Cole, Vice President
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SCHEDULE 13E-3 EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NUMBER
(h) Tabulation of results of Consent
Solicitation 6
5
PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
TABULATION OF RESULTS OF CONSENT SOLICITATION
Units % of % of Units
Proposal Voted Units Voted Outstanding
1. Sale of assets at public auction
Consents: 37,113 89.4% 57.4%
Does Not Consent: 2,153 5.2% 3.3%
Abstains: 2,260 5.4% 3.5%
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Total Votes 41,526
2. Amendment of the Partnership's
Charter documents
Consents: 35,117 84.6% 54.3%
Does Not Consent: 2,126 5.1% 3.3%
Abstains: 4,283 10.3% 6.6%
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Total Votes 41,526
3. Termination and liquidation
of the Partnership
Consents: 37,633 90.6% 58.2%
Not Consent: 1,758 4.2% 2.7%
Abstains: 2,135 5.2% 3.3%
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Total Votes 41,526
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