<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 14D-1
(Amendment No. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
(Name of Subject Company)
SV FAIRFIELD II, L.L.C.
SCG INVESTORS II, L.L.C.
(Bidders)
ASSIGNED LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
400749107
(CUSIP Number of Class of Securities)
JUDITH D. FRYER, ESQ.
GREENBERG, TRAURIG, HOFFMAN
LIPOFF, ROSEN & QUENTEL
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 801-9200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
================================================================================
TRANSACTION VALUATION(*) AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
<S> <C>
$9,000,000 $1,800
================================================================================
</TABLE>
(*) For purposes of calculating the filing fee only. This amount assumes
the purchase of 22,500 units of Assigned Limited Partnership Interests
("Units") of the subject company at $400 in cash per Unit.
|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 ITS FILING.
Amount Previously Paid: $1,800
Filing Party: SV Fairfield II, L.L.C.
Form or Registration No.: Tender Offer Statement on Schedule 14D-1
Date Filed: November 22, 1996
(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of 5 pages)
<PAGE> 2
CUSIP NO. 400749107 14D-1 PAGE 2 OF 5 PAGES
(1) Names of Reporting Persons SV FAIRFIELD II, L.L.C.
-------------------------------------------
S.S. or I.R.S. Identification Nos. of Above Persons 06-1439119
--------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
(3) SEC Use Only
-----------------------------------------------------------
(4) Source of Funds AF;WC
--------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
(6) Citizenship or Place of Organization CONNECTICUT
----------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting
Person 0 UNITS
-----------------------------------------------------------------
(8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
(9) Percent of Class Represented by Amount in Row (7) 0.0%
----------------------
(10) Type of Reporting Person OO
-----------------------------------------------
(Page 2 of 5 pages)
<PAGE> 3
CUSIP NO. 400749107 14D-1 PAGE 3 OF 5 PAGES
(1) Names of Reporting Persons SCG INVESTORS II, L.L.C.
-------------------------------------------
S.S. or I.R.S. Identification Nos. of Above Persons 06-1461827
--------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
(3) SEC Use Only
-----------------------------------------------------------
(4) Source of Funds AF;WC
--------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) [ ]
(6) Citizenship or Place of Organization CONNECTICUT
----------------------------------
(7) Aggregate Amount Beneficially Owned by Each Reporting
Person 0 UNITS
-----------------------------------------------------------------
(8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares [ ]
(9) Percent of Class Represented by Amount in Row (7) 0.0%
----------------------
(10) Type of Reporting Person OO
-----------------------------------------------
(Page 3 of 5 pages)
<PAGE> 4
AMENDMENT NO. 1 TO TENDER OFFER STATEMENT ON SCHEDULE 14D-1
This Amendment No. 1 amends Items 2, 10 and 11 of the Tender
Offer Statement on Schedule 14D-1 (as amended, the "Schedule 14D-1") of SV
Fairfield II, L.L.C., a Connecticut limited liability company (the "Purchaser"),
filed with the Securities and Exchange Commission on November 22, 1996, relating
to a tender offer by the Purchaser for up to 22,500 units of assigned limited
partnership interests (the "Units") of Scottsdale Land Trust Limited
Partnership, a Delaware limited partnership (the "Partnership"), at a purchase
price of $400 per Unit, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated November 22, 1996, of the Purchaser (the "Offer
to Purchase"), and in the related Assignment of Limited Partnership Units, as
each may be supplemented or amended from time to time (which together constitute
the "Offer"), to include the information set forth below. Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Schedule 14D-1 and the Offer to Purchase.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby supplemented and amended to add as a co-bidder SCG
Investors II, L.L.C., a Connecticut limited liability company, which serves as
the managing member of the Purchaser.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby supplemented and amended as follows:
The information set forth in the Letter to Unitholders, dated December
18, 1996, and the Supplement to the Offer to Purchase, dated December 18, 1996,
which are attached hereto as Exhibits 99.(a)(4) and (a)(5), respectively, is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding the following,
copies of which are attached hereto as Exhibits:
99.(A)(4) Letter to Unitholders, dated December 18, 1996.
99.(A)(5) Supplement to Offer to Purchase, dated December 18, 1996.
99.(A)(6) Form of Press Release to be issued in connection with the
extension of the Offer.
(Page 4 of 5 pages)
<PAGE> 5
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: December 18, 1996. SV FAIRFIELD II, L.L.C.
(BIDDER)
By: SCG INVESTORS II, L.L.C.
---------------------------------------
(Managing Member)
By: /s/ Barry S. Sternlicht
---------------------------------------
Barry S. Sternlicht, Managing Member
SCG INVESTORS II, L.L.C.
(BIDDER)
By: /s/ Barry S. Sternlicht
---------------------------------------
Barry S. Sternlicht, Managing Member
(Page 5 of 5 pages)
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION PAGE
<S> <C> <C>
99.(a)(4) Letter to Unitholders, dated December 18, 1996.
99.(a)(5) Supplement to Offer to Purchase, dated December 18, 1996.
99.(a)(6) Form of Press Release to be issued in connection with the
extension of the Offer.
</TABLE>
<PAGE> 1
SV FAIRFIELD II, L.L.C.
THREE PICKWICK PLAZA, SUITE 250
GREENWICH, CONNECTICUT 06830
December 18, 1996
To Unitholders of Scottsdale
Land Trust Limited Partnership
SV FAIRFIELD II, L.L.C. (THE "PURCHASER") HAS EXTENDED THE EXPIRATION
DATE OF ITS OFFER TO PURCHASE UP TO 22,500 UNITS OF ASSIGNED LIMITED PARTNERSHIP
INTERESTS (THE "UNITS") IN SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP (THE
"PARTNERSHIP"), AT A PURCHASE PRICE OF $400 PER UNIT (THE "PURCHASE PRICE"),
UNTIL 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JANUARY 10, 1997.
The letter and Schedule 14D-9 which you recently received from FFCA
Management Company Limited Partnership, the general partner (the "General
Partner") of the Partnership, failed to inform you of the following information
which is essential to properly consider the Purchaser's offer.
* UNITHOLDERS WILL NOT RECEIVE PRICE PER SQUARE FOOT ESTIMATED
BY GENERAL PARTNER: The General Partner has failed to inform
you that there is no direct correlation between the price per
square foot received by the Partnership for a parcel and the
amount which the Partnership will distribute to you as a
Unitholder. Distributions to you will be reduced by numerous
items such as: (i) the continued Partnership expenses during
the time required to sell the parcels and liquidate the
Partnership (including the partnership management fee to the
General Partner and any planning and property fees, financing
fees, development fees, building management fees, ground
leasing and any other fees which may be payable to the
Manager); (ii) Transaction Fees, payable upon the sales of the
parcels, such as the 5% sales fees payable to the Manager of
the Property upon the sale of Partnership property; and (iii)
all brokers' fees and commissions and any expenditures for
taxes, legal fees and other transaction costs incurred by the
Partnership in connection with such sales. UNITHOLDERS WILL
NOT RECEIVE THE ALLOCABLE PORTION PER UNIT BASED ON THE
GENERAL PARTNER'S ESTIMATE OF THE PRICE PER SQUARE FOOT OF
PARTNERSHIP PROPERTY.
* FROM 1988 THROUGH 1995 THE GENERAL PARTNER HAS RECEIVED
APPROXIMATELY $2.3 MILLION IN FEES COMPARED TO $76.51 PER UNIT
RECEIVED BY UNITHOLDERS IN 1996: According to published
reports, the General Partner alone has received approximately
$2.3 million in fees from the Partnership's inception
through 1995 (during which time no Partnership parcels were
sold and no distributions were paid to Unitholders), as
compared to total distributions of $76.51 per Unit received by
Unitholders in 1996.
* PURCHASE PRICE IS ACTUALLY A PREMIUM ABOVE CURRENT SECONDARY
MARKET SALES PRICES: The Purchase Price of $400 per Unit is
not only a substantial premium above the tender offers of $150
and $230 per Unit previously made to Unitholders by two
unaffiliated bidders, but the $400 offer is, contrary to what
the General Partner reported to you, also a premium above the
secondary market prices which are reported to be available to
you. While the General Partner has stated that the Purchase
Price is "substantially similar" to secondary market sales
prices, such prices reported by agencies such as Partnership
Spectrum represent gross prices, before the payment of the
commissions or fees which are customarily paid by Unitholders
in connection with the sale of Units in the secondary market
and before the payment of transfer fees. Commissions and fees
would typically be in the 5% range. The secondary market sales
price would be reduced further by the amount of transfer fees
imposed by the Partnership which, pursuant to the Partnership
Agreement, could be up to $150 for each transfer of Units.
UNITHOLDERS WILL NOT BE REQUIRED TO PAY ANY SUCH SALES
COMMISSIONS OR PARTNERSHIP TRANSFER FEES IF THEY TENDER THEIR
UNITS PURSUANT TO THE PURCHASER'S OFFER.
1
<PAGE> 2
* UNCERTAINTY OF PARTNERSHIP PROPERTY SALES: According to the
prospectus pursuant to which the Units were originally sold by
the Partnership, the Partnership anticipated commencing sales
of Partnership parcels during 1990. However, no Partnership
parcels were in fact sold until 1996, more than 7 years after
the Partnership commenced and, in 1996, when sales of parcels
finally commenced, the Partnership only sold 3 parcels of
land, totaling 18 acres out of approximately 261 gross acres
of Partnership property. Moreover, the General Partner has
expressly stated that "[t]here can be no assurance that the
properties under contract for sale or the properties subject
to option will be sold." The General Partner has also admitted
that "the timing and sales prices of future land sales by the
Partnership is uncertain and will likely occur over several
years." Are you prepared to continue to experience the
long-term illiquidity, market speculation, risk and
uncertainty to which Unitholders who continue to hold their
investment in the Partnership will be exposed? THE PURCHASER'S
OFFER AFFORDS UNITHOLDERS THE CERTAINTY OF RECEIVING CASH NOW.
* ADVERSE TAX EFFECT DESCRIBED BY GENERAL PARTNER IS THE SAME
TAX TREATMENT UNITHOLDERS HAVE BEEN RECEIVING FROM INVESTMENT
IN UNITS: The General Partner has warned you that selling too
many Units to the Purchaser could result in creating portfolio
income for the Unitholders who do not tender. The General
Partner failed to mention to you that a substantial portion of
any taxable income generated during the last eight years will
likely be treated as portfolio income because it was generated
from a loan. Further, the General Partner acknowledges that
even if the Partnership were treated as a publicly traded
partnership for tax purposes, it is unlikely that it would be
adversely affected by being taxed as a corporation. Further,
it has not been established under the applicable provisions of
the Internal Revenue Code that the acquisition of units
pursuant to a tender offer would cause a partnership to be
deemed publicly traded, when it is not otherwise traded on an
established public market. THE GENERAL PARTNER'S WARNING IS
UNRELATED TO THE ACTUAL RISK.
IF YOU DESIRE LIQUIDITY, A HIGHER NET PRICE PER UNIT THAN YOU ARE
PRESENTLY LIKELY TO OBTAIN IN THE SECONDARY MARKET, AND IF YOU WOULD LIKE TO
HAVE THE OPPORTUNITY TO REPLACE YOUR UNITS WITH A LESS SPECULATIVE INVESTMENT
AFFORDING AN OPPORTUNITY FOR A HIGHER RETURN THAN YOU ARE PRESENTLY RECEIVING,
THEN YOU SHOULD CONSIDER ACCEPTING THE PURCHASER'S OFFER. Otherwise you may be
trading the certainty of the Purchaser's $400 per Unit offer for the long-term
speculative projections of the General Partner.
In making your decision, please also review the enclosed Supplement to
the Offer to Purchase, dated December 18, 1996. If you have not already tendered
your Units and would like to, follow the Instructions to the Assignment of
Limited Partnership Units and mail or fax a completed and executed copy of the
Assignment of Limited Partnership Units, which you previously received, and any
documents required by the Assignment of Limited Partnership Units to The Herman
Group, Inc., the Information Agent/Depositary for the Purchaser's offer. If you
have already tendered your Units, no further action is required. If you desire
additional information regarding the Purchaser's offer, you may call The Herman
Group, Inc., at (800) 922-6211.
SV FAIRFIELD II, L.L.C.
2
<PAGE> 1
Supplement to
Offer to Purchase for Cash
Up to 22,500 Assigned Limited Partnership Interests
in
Scottsdale Land Trust Limited Partnership
for
$400 Net Per Unit
by
SV Fairfield II, L.L.C.
-----------------------------------------------------------------
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JANUARY 10, 1997
UNLESS THE OFFER IS EXTENDED.
IMPORTANT
SV Fairfield II, L.L.C., a Connecticut limited liability company (the
"Purchaser"), hereby supplements and amends its offer to purchase up to 22,500
of the outstanding units of assigned limited partnership interests ("Units")
in Scottsdale Land Trust Limited Partnership, a Delaware limited partnership
(the "Partnership"), at a purchase price of $400 per Unit (the "Purchase
Price"), net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated November 22,
1996, as amended by this Supplement, and in the related Assignment of Limited
Partnership Units (which, together with any supplements or amendments,
collectively constitute the "Offer"). The Purchaser is an affiliate of
Starwood Capital Group, L.L.C. and is not affiliated with FFCA Management
Company Limited Partnership, the general partner of the Partnership (the
"General Partner"). Unless the context otherwise requires, capitalized terms
used in this Supplement but not defined herein shall have the meanings ascribed
to them in the Offer to Purchase.
Unitholders are urged to consider the following factors:
* No independent person has been retained by the Purchaser to evaluate
or render an opinion with respect to the Purchase Price. The
Purchase Price could be substantially less than the net proceeds
that could be realized from a current sale of the Partnership's
assets or that may be realized upon a future liquidation of the
Partnership. In addition, the General Partner provided the
Unitholders with a third party estimate, as of December 31, 1995,
that the indicated value per Unit investment was $846.00 per Unit
(the "Third Party Estimate"), before distributions of $76.51 per
Unit during 1996. The Third Party Estimate does not necessarily
reflect the fair market value of a Unit, which may be higher or
lower depending on several factors, including liquidity of the Units
and external economic and market factors. The Third Party Estimate
also does not reflect the amount which a Unitholder would
ultimately receive if the Partnership were liquidated. Such amount
would likely be affected by several factors, including the time
required to effect a liquidation of the Partnership's assets, the
costs of effectuating such a liquidation and the ability of the
Partnership to realize the full value of its assets as reflected in
the Third Party Estimate. The Purchaser makes
1
<PAGE> 2
no representation and expresses no opinion as to the fairness or
adequacy of the Purchase Price.
* If the Purchaser is successful in acquiring a significant number of
Units pursuant to the Offer, the Purchaser will have the right to
direct the vote with respect to those Units and thereby
significantly influence all voting decisions with respect to the
Partnership, including decisions concerning liquidation, amendments
to the Partnership Agreement and removal and replacement of the
General Partner.
* The Purchaser is making the Offer with a view to making a profit.
Accordingly, there is a conflict between the desire of the Purchaser
to purchase Units at a low price and the desire of Unitholders to
sell their Units at a high price.
* Consummation of the Offer may limit the ability of Unitholders to
dispose of Units during the twelve-month period following completion
of the Offer.
Questions and requests for assistance or for additional copies of the
Offer to Purchase, this Supplement and the Assignment of Limited Partnership
Units may be directed to the Information Agent/Depositary at the telephone
number set forth below. No soliciting dealer fees or other payments
to brokers for tenders are being paid by the Purchaser.
-----------------------------
For More Information or for Further Assistance Please Call:
The Herman Group, Inc.
(800) 992-6211
December 18, 1996
2
<PAGE> 3
THE OFFER
Section 1. Terms of the Offer; Expiration Date; Proration.
Section 1 of the Offer to Purchase is hereby supplemented and amended
as follows:
For purposes of the Offer, the term "Expiration Date" means 12:00
Midnight, New York City time, on Friday, January 10, 1997, unless the Purchaser
in its sole discretion shall have further extended the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date at which the Offer, as further extended by the
Purchaser, shall expire.
Section 14. Conditions of the Offer.
Section 14 of the Offer to Purchase is hereby supplemented and amended
as follows:
Notwithstanding anything to the contrary set forth in this Section 14,
all conditions set forth in this Section 14 must be satisfied or waived prior to
the Expiration Date, except for those conditions concerning regulatory approval.
SV FAIRFIELD II, L.L.C.
December 18, 1996
<PAGE> 1
December __, 1996
Greenwich, Connecticut
FOR IMMEDIATE RELEASE ...
SV Fairfield II, L.L.C., a Connecticut limited liability
company, has extended the expiration date of its offer to purchase up to 22,500
units of assigned limited partnership interests (the "Units") in Scottsdale Land
Trust Limited Partnership, at a purchase price of $400 per Unit, until 12:00
Midnight, New York City time, on Friday, January 10, 1997. Approximately
________ Units had been deposited pursuant to SV Fairfield's offer as of the
close of business on December __, 1996.
For additional information, contact The Herman Group, Inc.,
the Information Agent/Depositary for SV Fairfield's offer, at (800) 992-6211.
