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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ANGELES PARTICIPATING MORTGAGE TRUST
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(Name of Issuer)
Class A Common Stock, $1.00 Par Value
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(Title of Class of Securities)
034642108
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(CUSIP Number)
Check the following box if a fee is being paid with the statement /x/. (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)
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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* Initial filing with respect to Mr. Michael L. Gordon
Continued on following page(s)
Page 1 of 11 Pages
Exhibit Index: Page 9
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SCHEDULE 13G
CUSIP NO. 034642108 PAGE 2 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 252,700
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 252,700
With
8 Shared Dispositive Power
2,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
252,700
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11 Percent of Class Represented By Amount in Row (9)
9.9%
12 Type of Reporting Person*
BD, IA, PN
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SCHEDULE 13G
CUSIP NO. 034642108 PAGE 3 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 252,700
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
254,700
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
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SCHEDULE 13G
CUSIP NO. 034642108 PAGE 4 OF 11 PAGES
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group*
a. / /
b. / /
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 252,700
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
252,700
9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares* / /
11 Percent of Class Represented By Amount in Row (9)
0.0%
12 Type of Reporting Person*
IN, HC
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Page 5
Item 1(a) NAME OF ISSUER:
Angeles Participating Mortgage Trust (the "Issuer").
Item 1(b) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10301 West Pico Blvd., Los Angeles, California 90064.
Item 2(a) NAME OF PERSON FILING:
This statement is filed on behalf of the following reporting
persons (the "Reporting Persons"): (i) Angelo, Gordon & Co.,
L.P. ("Angelo, Gordon"), (ii) John M. Angelo, in his capacities
as a general partner of AG Partners, L.P., the sole general
partner of Angelo, Gordon, and the chief executive officer of
Angelo, Gordon and (iii) Michael L. Gordon, in his capacities
as the other general partner of AG Partners, L.P., the sole
general partner of Angelo, Gordon, and the chief operating
officer of Angelo, Gordon.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
(i) The principal business office of Angelo, Gordon is located at
245 Park Avenue, New York, New York 10167.
(ii) The address of the principal business office of Mr. Angelo is
245 Park Avenue, New York, New York 10167.
(iii) The address of the principal business office of Mr. Gordon is
245 Park Avenue, New York, New York 10167.
Item 2(c) CITIZENSHIP:
(i) Angelo, Gordon is a Delaware limited partnership.
(ii) Mr. Angelo is a citizen of the United States.
(iii) Mr. Gordon is a citizen of the United States.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Class A Common Stock, $1.00 par value (the "Shares").
Item 2(e) CUSIP NUMBER:
034642108
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(i) Angelo, Gordon is a broker-dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940.
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(ii) Mr. Angelo is a "parent holding company".
(iii) Mr. Gordon is a "parent holding company".
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED:
(i) As of December 31, 1994, Angelo, Gordon may be deemed to be the
beneficial owner of 252,700 Shares as a result of voting and
dispositive powers that it held with respect to the 49,600
Shares it holds for its own account and 203,100 Shares held for
the account of five private investment funds for which it acts
as general partner and/or investment adviser. In addition
thereto, Angelo, Gordon may be deemed to have dispositive
powers, but not voting powers, with respect to 2,000 Shares
owned by clients of Angelo, Gordon for whom Mr. Angelo has been
given such dispositive powers.
(ii) Mr. Angelo may be considered a beneficial owner of the 252,700
Shares held by Angelo, Gordon referred to in paragraph (a)(i)
above. In addition thereto, Mr. Angelo has dispositive powers,
but not voting powers, with respect to 2,000 Shares owned by
clients of Angelo, Gordon. Mr. Angelo is the chief executive
officer of Angelo, Gordon and is a general partner of AG
Partners, L.P., the sole general partner of Angelo, Gordon.
(iii) Mr. Gordon may be considered a beneficial owner of the 252,700
Shares held by Angelo, Gordon referred to in paragraph (a)(i)
above. Mr. Gordon is the chief operating officer of Angelo,
Gordon and is the other general partner of AG Partners, L.P., the
sole general partner of Angelo, Gordon.
(b) PERCENT OF CLASS:
The number of Shares beneficially owned by Angelo, Gordon
constitute 9.9% of the total number of Shares outstanding.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
<TABLE>
<CAPTION>
Angelo, Gordon Mr. Angelo Mr. Gordon
-------------- ---------- ----------
<S> <C> <C> <C> <C>
(i) sole power to vote or to
direct the vote: 252,700 0 0
(ii) shared power to vote or
to direct the vote: 0 252,700 252,700
(iii) sole power to dispose or
to direct the disposition of: 252,700 0 0
(iv) shared power to dispose or
to direct the disposition of: 2,000 254,700 252,700
</TABLE>
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Page 7
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The limited partners of each of five funds for which Angelo,
Gordon acts as general partner and/or investment adviser have the
right to participate in the receipt of dividends from, or
proceeds from the sale of, securities held by their respective
funds (including the Shares) in accordance with their
respective limited partnership interests in their respective
funds.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
See Exhibit B.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
Item 10. CERTIFICATION:
By signing below each of the Reporting Person certifies that,
to the best of such person's knowledge and belief, the securities
referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such
purposes or effect.
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Page 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 8, 1995 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
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Name: Michael L. Gordon
Title: General Partner
/s/ John M. Angelo
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JOHN M. ANGELO
/s/ Michael L. Gordon
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MICHAEL L. GORDON
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EXHIBITS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
A. Joint Filing Agreement, dated February 8, 1995
by and among Angelo, Gordon & Co., L.P.,
Mr. John M. Angelo and Mr. Michael L. Gordon. . . . . . . . . . . . . . . . . . . . . . . . 10
B. Item 7 disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Class A Common Stock of Angeles Participating Mortgage Trust
dated February 8, 1995 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Dated: February 8, 1995 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.
General Partner
By: /s/ Michael L. Gordon
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Name: Michael L. Gordon
Title: General Partner
/s/ John M. Angelo
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JOHN M. ANGELO
/s/ Michael L. Gordon
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MICHAEL L. GORDON
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EXHIBIT B
ITEM 7
Angelo, Gordon is the relevant subsidiary for which Mr. Angelo and Mr.
Gordon may each be considered a "parent holding company."
Angelo, Gordon is a broker-dealer registered under Section 15 of the Act
and an investment adviser registered under the Investment Advisers Act of 1940.
