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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. 4)*
Angeles Participating Mortgage Trust
________________________________________________________________________________
(Name of Issuer)
Class A Common Stock, par value $1.00
________________________________________________________________________________
(Title of Class of Securities)
03464210
_______________________________________________________________
(CUSIP Number)
Madison Grose, Esq., Three Pickwick Plaza, Suite 250,
Greenwich, Connecticut 06830, (203)-861-2100
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 22, 1996
_______________________________________________________________
(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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 0346421 PAGE 2 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starwood Mezzanine Investors, L.P., I.R.S. Identification No. 06-1390754
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 9,765,920/(1)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 9,765,920/(1)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
9,765,920/(1)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
78.5%/(2)/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 03464210 PAGE 3 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sternlicht Holdings II, Inc., I.R.S. Identification No. 36-3892269
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 10,052,466/(3)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 10,052,466/(3)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,052,466/(3)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
80.8%/(2)/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 03464210 PAGE 4 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAHI Partners, I.R.S. Identification No. 06-1383593
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 286,546/(4)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 286,546/(4)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
286,546/(4)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.3%/(2)/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 03464210 PAGE 5 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAHI, Inc., I.R.S. Identification No. 36-3910114
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 353,347/(5)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 353,347/(5)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
353,347/(5)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.8%/(2)/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 03464210 PAGE 6 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SWL Acquisition Partners, L.P., I.R.S. Identification No. 36-3892265
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 286,546/(4)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 286,546/(4)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
286,546/(4)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.3%/(2)/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 03464210 PAGE 7 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SWL Mortgage Investors, Inc., I.R.S. Identification No. 36-3892268
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 286,546/(4)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 286,546/(4)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
286,546/(4)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.3%/(2)/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 03464210 PAGE 8 OF 23 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry Sternlicht
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 10,135,693/(6)/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 10,135,693/(6)/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,135,693/(6)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
81.5%/(2)/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
Page 9 of 23 Pages
Endnotes
--------
1. Represents 5,000,000 shares of Class A Common Stock, par value $1.00
per share of the Issuer ("Shares") issuable upon exercise of the Class
A Share Purchase Warrant and 4,765,920 Shares issuable upon the
exchange of Units, as described in Item 6 hereto.
2. The total number of Shares outstanding to determine this percentage
include the following (i) 2,550,000 Shares currently outstanding, (ii)
26,020 Shares issuable upon conversion of 1,275,000 Class B Shares
outstanding, (iii) 5,000,000 Shares issuable upon exercise of the
Class A Share Purchase Warrant described in Item 6 hereto, (iv)
2,500,000 Class B Shares issuable upon exercise of the Class B Share
Purchase Warrant described in Item 6 hereto, which are convertible
into 51,020 Shares, (v) 4,765,000 Shares issuable upon the exchange of
Units, as defined and described in Item 4 and Item 6 and (vi)
2,382,960 Class B Shares (which are convertible into 48,632 Shares)
issuable upon the issuance of Shares upon the exchange of Units.
3. Represents (i) 244,100 Shares held by SAHI Partners, (ii) 26,020
Shares issuable upon conversion of 1,275,000 Class B Shares (iii)
5,000,000 Shares issuable upon exercise of the Class A Share Purchase
Warrant described in Item 6 hereto, (iv) 4,765,920 Shares issuable
upon the exchange of Units as described in Item 6 hereto, and (v)
804,841 Class B Shares (which are convertible to 16,425 Shares)
issuable to SAHI Partners upon the issuance of Shares upon the
exchange of Units.
4. Represents (i) 244,100 Shares held by SAHI Partners, (ii) 26,020
Shares issuable upon conversion of 1,275,000 Class B Shares, and (iii)
804,841 Class B Shares (which are convertible into 16,425 Shares)
issuable to SAHI Partners upon the issuance of Shares upon the
exchange of Units.
5. Represents (i) 244,100 Shares held by SAHI Partners, (ii) 26,020
Shares issuable upon conversion of 1,275,000 Class B Shares, (iii)
2,500,000 Class B Shares issuable upon exercise of the Class B Share
Purchase Warrant described in Item 6 hereto, which are convertible
into 51,020 Shares and (iv) 1,578,119 Class B Shares (which are
convertible into 32,207 Shares) issuable to SAHI, Inc. upon the
issuance of Shares upon the exchange of Units.
6. Represents (i) 244,100 Shares held by SAHI Partners, (ii) 26,020
Shares issuable upon conversion of 1,275,000 Class B Shares, (iii)
5,000,000 Shares issuable upon exercise of the Class A Share Purchase
Warrant described in Item 6 hereto, (iv) 2,500,000 Class B Shares
issuable upon exercise of the Class B Share Purchase Warrant described
in Item 6 hereto, which are convertible into 51,020 Shares, (v)
4,765,000 Shares issuable upon the exchange of Units, as described in
Item 6 and (vi) 2,382,960 Class B Shares (which are convertible into
48,632 Shares) issuable upon the issuance of Shares upon the exchange
of Units.
---------------------------------
This Amendment No. 4 to a Schedule 13D filed on November 29, 1993 (the
"Schedule 13D") and amended on January 13, 1994, February 9, 1994 and March
15, 1994, on behalf of Starwood Mezzanine Investors, L.P., a Delaware
limited partnership ("Starwood Mezzanine"), Sternlicht Holdings II, Inc., a
Delaware corporation ("Sternlicht Holdings"), SAHI Partners, a Delaware
limited partnership ("SAHI Partners"), SAHI, Inc., a Delaware corporation
("SAHI Inc."), SWL Acquisition Partners, L.P., a Delaware limited
partnership ("SWL Partners"), SWL Mortgage Investors, Inc., a Delaware
corporation ("SWL Mortgage"), and Barry Sternlicht ("Sternlicht," and
together with Starwood Mezzanine, Sternlicht Holdings, SAHI Partners, SAHI,
Inc., SWL Partners and SWL Mortgage, the "Reporting Persons"), is being
filed pursuant to Rule 13d-2 of the General Rules and Regulations under the
Securities Act of 1934, as amended.
<PAGE>
Page 10 of 23 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information previously furnished in response to Item 3 is hereby
supplemented by adding the following:
As of March 15, 1996, Starwood Mezzanine, with funds from capital
contributions from its partners, purchased from SAHI Partners the Class A
Share Purchase Warrant representing the right to purchase 5,000,000 Shares
(the "Class A Warrant"), which is not exercisable unless and until certain
conditions in Item 6 are satisfied. The price of the Class A Warrant was
$100,000 (SAHI Partners' cost of such Class A Warrant).
ITEM 4. PURPOSE OF TRANSACTION.
The information previously furnished in response to Item 4 is hereby
amended and restated as follows:
SAHI Partners, SAHI Inc. and Starwood Mezzanine (collectively referred
to herein as "SAHI") have informed the Issuer that upon obtaining control
of the Issuer through the election of SAHI-affiliated nominees to the Board
of Trustees, its current proposal is for the Issuer to acquire direct or
indirect interests in the Diversified Portfolio (as defined below). In
addition, SAHI has proposed that the Issuer shall become the sole general
partner of a limited partnership (the "Partnership") to be formed by the
Issuer with Starwood Mezzanine as the initial limited partner. If the
proposal to form the Partnership is approved by the Issuer's shareholders
(the "Shareholders"), the Issuer will contribute $400,000, in cash, in
exchange for a 7.75% interest in the Partnership, and Starwood Mezzanine
will contribute mortgage participation certificates and/or proceeds
thereof, valued by the Issuer at approximately $4,760,000, in the
aggregate, in exchange for a 92.25% interest in the Partnership. Further,
the Issuer will be authorized to issue, upon the exchange of any or all
units of limited partnership interest in the Partnership ("Units") issued
to Starwood Mezzanine, Class A Shares representing up to 38.7% of the
issued and outstanding Class A Shares (assuming full exercise of the Class
A Share Purchase Warrant shall have occurred prior to such exchange) and
Starwood Mezzanine shall have the right, subject to certain limitations and
restrictions, to require the Issuer to register for public sale, any or all
of the Class A Shares issued to it upon exchange of its Units.
The purpose and the investment policy of the Issuer as currently
stated in its Declaration of Trust is predominantly to make mortgage loans
to entities affiliated with the Issuer. However, since the liquidation of
the Issuer's loan portfolio in November 1993, the Issuer has not pursued
its stated investment policy. Instead, since November 1993, the Issuer has
held most of its assets, primarily cash, in a trust as a reserve against
any potential contingent claims (the "Contingent Claims Trust") while
considering alternatives to continuing its existing operations. SAHI's
proposal to amend the Issuer's Declaration of Trust, as more fully
described below, will change the purpose and investment policy of the
Issuer as presently stated in the Declaration of Trust. Such amendment
will allow the Issuer to implement the "SAHI Business Plan," as defined
immediately below, instead of continuing the Issuer's present course of
holding
<PAGE>
Page 11 of 23 Pages
its assets in the Contingent Claims Trust and distributing the proceeds of
such trust upon its expiration on December 31, 1996.
The proposed amendment to the Declaration of Trust will change the
purpose and investment policy of the Issuer to primarily (i) originating
mortgage loans to and/or acquiring mortgage loans to unrelated entities or
to acquire securities collateralized, in whole or in part, by such mortgage
loans, as well as making equity investments in real estate and real estate-
related assets (other than equity investments made directly in hotels),
(ii) acquiring direct or indirect interests in short term, medium and long-
term real estate-related debt securities and mortgage interests under which
the borrowers are unaffiliated with the Issuer, which may include warrants,
equity participations or similar rights incidental to a debt investment by
the Issuer, (iii) making, holding and disposing of purchase money loans
with respect to assets sold by the Issuer, and (iv) acquiring positions in
non-performing and sub-performing debt for the purpose of either
restructuring it as performing debt or (except for hotels) of obtaining
shortly thereafter primary management rights over or equity interests in
the underlying assets securing such debt (the investments referred to in
(i) through (iv) above being herein collectively referred to as the
"Diversified Portfolio"). The acquisition of the Diversified Portfolio,
together with a description of SAHI's investment criteria described below,
is herein referred to as the "SAHI Business Plan". The Diversified
Portfolio may include controlling or non-controlling equity ownership
positions in any general category of real estate assets, including, without
limitation, office, industrial, mini-storage and residential improvements
and land. The Issuer will not make certain types of investments as a
result of certain restrictions and conflicts, as well as SAHI's analysis of
the current investment opportunities available to the Issuer.
Specifically, unless such restrictions and conflicts of interest lapse or
are otherwise no longer applicable, the Issuer will not invest in any hotel
equities, unless the investment is incidental to, or acquired pursuant to
the exercise of remedial rights with respect to, debt investments. In
addition, during any period in which SAHI Inc.'s nominees shall constitute
a majority of the Board of Trustees (or such nominees, SAHI, Inc., SAHI
Partners, Starwood Mezzanine or any of their respective affiliates
collectively control a sufficient number of voting securities to elect a
majority of the Board) and Starwood Mezzanine shall have an interest in
either the Issuer or the Partnership, without the prior approval of
Starwood Mezzanine's limited partners, the Issuer and the Partnership shall
not pursue equity investments generally as a principal purpose (other than
equity interests that are incidental to, or acquired pursuant to the
exercise of remedial rights with respect to, a debt investment).
SAHI currently intends for the Issuer to focus its acquisition efforts
on assets which exhibit one or more of the following characteristics: (i)
assets owned by distressed sellers; (ii) assets priced below or having a
deemed value for collateralization purposes that is less than reproduction
cost; (iii) equity interests in, and/or debt interests secured by, assets
located in markets or submarkets experiencing population or job growth, and
which are located near historically stable employment generator bases, such
as government, University, and medical centers; and (iv) subject to the
restrictions of Investment Company Act of 1940 (and any other applicable
Federal securities laws or the securities law of any state), interests
which are publicly traded, including other REIT equities, limited
partnership interests and debt interests.
<PAGE>
Page 12 of 23 Pages
SAHI currently intends for the Issuer to acquire assets
opportunistically on an all cash basis, through the issuance of additional
Class A Shares and with financing from institutional and other lenders or
sellers. The Issuer will also be permitted to raise additional capital
through registered public offerings as well as private placements of both
debt and equity interests. In addition, the Issuer and/or the Partnership
may acquire additional assets through contributions from any of the
Reporting Persons. There can be no assurance that the Issuer under SAHI's
control will be able to acquire interests which meet the investment
criteria outlined above. Additionally, in response to changing market
conditions and opportunities, the Board of Trustees may revise the
investment criteria and the investment policies of the Issuer (within the
limits of the Declaration of Trust), from time to time, without a vote of
the Shareholders.
The implementation of the SAHI Business Plan would necessitate the
following amendments to the Declaration of Trust: (i) to amend the purpose
of the Issuer to allow the Issuer to make substantially more debt and/or
equity investments in real property; (ii) to remove the percentage
limitation (presently 20%) on the amount of Issuer proceeds, i.e., capital
contributions of Shareholders, borrowings by the Issuer or proceeds from
any future offerings by the Issuer, which may be invested directly in the
equity ownership of real estate; (iii) to eliminate the requirement to make
monthly distributions of Net Cash, which is generally defined as the
Issuer's cash flow from operations, to Shareholders; (iv) to make the
termination date of the Issuer indefinite; (v) to increase the shareholder
vote required to terminate the Issuer from majority to two-thirds of all of
the shareholders; (vi) to remove the prohibition on acquiring or funding
Issuer loans with an initial term of more than 15 years; (vii) to require
the issuance of additional Class B Shares in order to maintain the current
voting interest (33 1/3%) of the Shareholders of the Class B Shares; (viii)
to change the name of the Issuer to "Apex Property Trust"; and (ix) to
remove the right of Shareholders of Class A Shares to receive a priority
return before the Issuer's former advisor is paid a fee since the advisor
is no longer providing services to the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information previously furnished in response to Item 5 is hereby
amended and restated as follows:
All of the following information assumes, except as otherwise noted,
that (i) the Class A Warrant and a Class B Share Purchase Warrant
representing the right to purchase 2,500,000 Class B Shares (the "Class B
Warrant" and together with the Class A Warrant, the "Warrants") are
exercisable within 60 days of March 22, 1996 and have been exercised, (ii)
the Units of the Partnership are exchangeable into Shares within 60 days of
March 22, 1996 and have been exchanged for Shares, and (iii) Class B Shares
have been issued, as required under the Declaration of Trust of the Issuer,
upon the issuance of Shares upon the exchange of Units. The exercisability
of the Class A Warrant and the Class B Warrant and the transactions
relating to the formation of the Partnership including the exchange rights
with respect to the Units are subject to approval by the Shareholders of
the Issuer. See Item 6.
(a) As of March 22, 1996, Starwood Mezzanine beneficially owns
9,765,920 Shares, by virtue of (i) its ownership of the Class A Warrant
(see Item 6) and (ii) its ownership of the Units which are exchangeable for
4,765,920 Shares, representing approximately 78.5% of the issued and
outstanding Shares as of March 22, 1996.
<PAGE>
Page 13 of 23 Pages
As of March 22, 1996, Sternlicht Holdings, by virtue of being the
general partner of BSS Capital Partners, L.P., a Delaware limited
partnership ("BSS"), which is the general partner of Starwood Capital
Group, L.P., a Delaware limited partnership ("Starwood"), which is a
general partner of Starwood Mezzanine, may be deemed to own beneficially
(i) 244,100 Shares held by SAHI Partners, (ii) 26,020 Shares issuable upon
conversion of 1,275,000 Class B Shares, (iii) 5,000,000 Shares issuable
upon exercise of the Class A Share Purchase Warrant, (iv) 4,765,920 Shares
issuable upon the exchange of Units and (v) 804,841 Class B Shares (which
are convertible into 16,425 Shares) issuable to SAHI Partners upon the
issuance of Class A Shares upon the exchange of Units, all of which
represent approximately 80.8% of the issued and outstanding Shares as of
March 22, 1996. This reporting person disclaims beneficial ownership of
these securities except to the extent of its pecuniary interest.
As of March 22, 1996, SAHI Partners beneficially owns 286,546 Shares,
by virtue of its ownership of (i) 244,100 Shares, (ii) 1,275,000 Class B
Shares which are convertible into 26,020 Shares and (iii) 804,841 Class B
Shares (which are convertible into 16,425 Shares) issuable upon the
issuance of Shares upon the exchange of Units, all of which represent
approximately 2.3% of the issued and outstanding Shares as of March 22,
1996.
As of March 22, 1996, SAHI Inc., by virtue of being a general partner
of SAHI Partners and by virtue of its (i) ownership of the Class B Warrant
and (ii) the issuance of 1,578,119 Class B Shares (which are convertible
into 32,207 Shares) issuable upon the exchange of Units for Shares, may be
deemed to own beneficially 353,347 Shares, representing approximately 2.8%
of the issued and outstanding Shares as of March 22, 1996. This reporting
person disclaims beneficial ownership of these securities except to the
extent of its pecuniary interest.
As of March 22, 1996, SWL Partners, by virtue of being a general
partner of SAHI Partners, may be deemed to own beneficially 286,546 Shares,
representing approximately 2.3% of the issued and outstanding Shares as of
March 22, 1996. This reporting person disclaims beneficial ownership of
these securities except to the extent of its pecuniary interest.
As of March 22, 1996, SWL Mortgage, by virtue of being the general
partner of SWL Partners which is a general partner of SAHI Partners, may be
deemed to own beneficially 286,546 Shares, representing approximately 2.3%
of the issued and outstanding Shares as of March 22, 1996. This reporting
person disclaims beneficial ownership of these securities except to the
extent of its pecuniary interest.
As of March 22, 1996, Sternlicht by virtue of his control of
Sternlicht Holdings (the general partner of BSS, which is the general
partner of Starwood, which is a general partner of Starwood Mezzanine),
SAHI Inc. (a general partner of SAHI Partners), and SWL Mortgage (the
general partner of SWL Partners, a general partner of SAHI Partners), may
be deemed to own beneficially 10,135,693 Shares, representing approximately
81.5% of the issued and outstanding Shares as of March 22, 1996. This
reporting person disclaims beneficial ownership of these securities except
to the extent of his pecuniary interest.
(b) Starwood Mezzanine has the sole power to vote and dispose of
9,765,920 Shares.
Sternlicht Holdings has the sole power to vote and dispose of
10,052,466 Shares.
<PAGE>
Page 14 of 23 Pages
SAHI Partners has the sole direct power to vote and dispose of 286,546
Shares. Since each Class B Share and each Share is entitled to one vote,
the Class B Shares prior to conversion into the Shares, in the aggregate,
are entitled to approximately 33-1/3% of the total voting power of all of
the Issuer's stock (i.e., the Shares and the Class B Shares combined).
Therefore, if neither Warrant is exercised and the Class B Shares are not
converted into Shares, SAHI Partners would have direct voting control of
33-1/3% of the votes of all classes of stock in addition to its direct
power to vote the Shares owned by it. Further, if both Warrants were
exercised and the Class B Shares were not converted into Shares, SAHI
Partners would have direct voting control of approximately 13.4% of the
votes of all classes of stock.
SAHI Inc. has the sole power to direct the vote and disposition of
270,120 Shares, the sole direct power to vote and dispose of 2,500,000
Class B Shares issuable upon exercise of the Class B Warrant (which are
convertible into 51,020 Shares) and the sole direct power to vote and
dispose of 1,578,119 Class B Shares issuable upon the issuance of Shares
upon the exchange of Units (which are convertible into 32,207 Shares). If
both Warrants were exercised and the Class B Shares were issued as a result
of the exchange of Units, and the Class B Shares were not converted into
Shares, SAHI, Inc. would have direct voting control of approximately 22.1%
of the votes of all classes of stock in addition to its indirect power to
vote the Shares and the Class B Shares owned by SAHI Partners.
SWL Partners has the sole power to direct the vote and disposition of
286,546 Shares.
SWL Mortgage has the sole power to direct the vote and disposition of
286,546 Shares.
Sternlicht has the sole power to direct the vote and disposition of
10,135,693 Shares.
(c) Except as specified below, no Reporting Person has effected any
transactions in the Shares during the 60 days preceding March 22, 1996.
As of March 15, 1996, Starwood Mezzanine purchased from SAHI Partners,
and SAHI Partners sold to Starwood Mezzanine, the Class A Warrant for a
purchase price of $100,000. The Class A Warrant gives Starwood Mezzanine
the right, subject to certain conditions described in Item 6, to purchase
5,000,000 Shares at a price of $1.00 per Share. If the Class A Warrant is
exercised, the purchase price of such Warrant will be credited against the
aggregate purchase price of the Shares.
Each of Sternlicht Holdings, SAHI Inc., SWL Partners, SWL Mortgage and
Sternlicht did not purchase or sell any Shares during the 60 days preceding
March 22, 1996.
(d) SOFI II, as a limited partner of SWL Partners, a general partner
of SAHI Partners, may receive dividends from the sale of Shares. SOFI II's
general partner, Starwood, has the power to determine the ultimate
disposition of any dividends or proceeds from the sale of Shares which SOFI
II receives from SWL Partners.
<PAGE>
Page 15 of 23 Pages
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information previously furnished in response to Item 6 is hereby
amended and restated as follows:
On March 15, 1994, SAHI Partners and SAHI Inc. purchased the Class A
Warrant and the Class B Warrant, respectively, from the Issuer. As of
March 15, 1996, SAHI Partners assigned its interest in the Class A Warrant
to Starwood Mezzanine in exchange for a payment of $100,000 in cash. The
Class A Warrant entitles Starwood Mezzanine to purchase from the Issuer in
a private transaction 5,000,000 Shares at an aggregate purchase price of
$5,000,000 and the Class B Warrant entitles SAHI Inc. to purchase from the
Issuer in a private transaction 2,500,000 Class B shares at an aggregate
purchase price of $25,000. The purchase price of the Class A Warrant,
which will be applied against the aggregate purchase price of the Shares if
the Class A Warrant is exercised, was $100,000. The purchase price of the
Class B Warrant, which will be applied against the aggregate purchase price
for the Class B Shares if the Class B Warrant is exercised, was $1,000.
Neither Warrant will be exercisable unless and until (a) if the Issuer
elects to obtain a fairness opinion as a condition to the exercise of such
Warrant, the Issuer has received an opinion from a qualified, independent
third party to the effect that the terms and provisions of such Warrant
are fair to the Issuer and its shareholders, and (b) the issuance of such
Warrants and the issuance of the Shares and Class B Shares issuable upon
the exercise thereof have been approved by the shareholders of the Issuer.
In the event that such fairness opinion is not received and/or such
issuances are not so approved, Starwood Mezzanine (and, in turn, SAHI
Partners) and SAHI Inc. would be entitled to a refund from the Issuer of
the respective purchase prices for the Warrants.
In connection with such purchase of the Warrants by SAHI Partners and
SAHI Inc., SAHI Partners, SAHI Inc. and the Issuer entered into a
shareholder agreement dated as of March 15, 1994 and restated as of April
27, 1994 ("Shareholders Agreement"). Subsequently, in connection with the
purchase of the Class A Warrant by Starwood Mezzanine, Starwood Mezzanine,
SAHI Inc., SAHI Partners and the Issuer entered into Amendment No. 1 to the
Shareholders Agreement dated as of March 15, 1996. Pursuant to the
Shareholders Agreement, as amended, Starwood Mezzanine, SAHI, Inc. and SAHI
Partners agreed to refrain from (i) taking any actions which would cause
the cash reserves of the Issuer to be reduced below certain levels, (ii)
causing the Issuer to enter into certain transactions with Starwood
Mezzanine, SAHI Inc., SAHI Partners or their affiliates, unless such
transactions are approved by the Trustees of the Issuer who are not
affiliated with Starwood Mezzanine, SAHI Inc., SAHI Partners or their
affiliates, (iii) transferring more than 9% of the voting power of the
Issuer unless the transferees agreed to be bound by the Shareholders
Agreement and (iv) intentionally engaging in any actions which would
jeopardize or cause the Issuer to violate its qualification as a real
estate investment trust under Part II, Subchapter M of Chapter 1 of
Subtitle A of the Internal Revenue Code of 1986, as amended. The
Shareholders Agreement terminates automatically on the third anniversary of
the Annual Meeting of Shareholders to be held on May 15, 1996.
<PAGE>
Page 16 of 23 Pages
Pursuant to agreements to be entered into in connection with formation
of the Partnership (if approved by the Shareholders), Starwood Mezzanine,
as a holder of Units, will have certain rights to tender all or a portion
of the Units held by it to the Issuer in exchange for Shares, and certain
rights to require the Issuer to register under the Securities Act any
Shares which may be issued upon such exchange.
Pursuant to an Exchange Rights Agreement (the "Exchange Rights
Agreement") to be entered into between the Issuer and Starwood Mezzanine,
subject to certain limitations, Starwood Mezzanine will have the right to
tender to the Issuer all or a portion of the Units held by Starwood
Mezzanine. The Issuer will have the option to pay for such tendered Units
either (i) by delivering Shares to such tendering holders as described
below (the "Share Option"), (ii) with cash (the "Cash Option"), or (iii) by
delivering a combination of Shares and cash (the "Combined Option"). If the
Issuer elects the Share Option or Combined Option, the Issuer will be
authorized to issue Shares representing up to approximately 38.7% of the
issued and outstanding Shares (assuming full exercise of the Class A Share
Purchase Warrant shall have occurred prior to such exchange).
Pursuant to a Registration Rights Agreement (the "Registration Rights
Agreement") to be entered between the Issuer and Starwood Mezzanine, the
Issuer will grant registration rights with respect to Shares which may be
acquired upon exercise of the Class A Warrant and upon the exchange of
Units. Pursuant to such registration rights, Starwood Mezzanine, on behalf
of holders of Units exchangeable for not less than 250,000 Shares may,
subject to certain limitations, require the Issuer to effect up to four
registrations of Shares under the Securities Act including shelf
registrations of Shares under the Securities Act (any such shelf
registrations to be maintained until no Shares are required to be
registered under the Registration Rights Agreement). Starwood Mezzanine
shall not have the right to cause the Issuer to register its Shares until
such time as Starwood Mezzanine exercises the Class A Warrant for at least
2,000,000 Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 6 - Assignment of Class A Share Purchase Warrant dated as of
March 15, 1996 by SAHI Partners to Starwood Mezzanine
Investors, L.P.
<PAGE>
Page 17 of 23 Pages
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.
Dated: March 22, 1996
STARWOOD MEZZANINE INVESTORS, L.P.
By: Starwood Capital Group, L.P.
Its: General Partner
By: BSS Capital Partners, L.P.
Its: General Partner
By: Sternlicht Holdings II, Inc.
Its: General Partner
By: /S/ BARRY STERNLICHT
--------------------
Name: Barry Sternlicht
Its: President
<PAGE>
Page 18 of 23 Pages
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.
Dated: March 22, 1996
STERNLICHT HOLDINGS II, INC.
By:/S/ BARRY STERNLICHT
--------------------
Name: Barry Sternlicht
Its: President
<PAGE>
Page 19 of 23 Pages
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.
Dated: March 22, 1996
SAHI PARTNERS
By: SAHI, Inc.
Its: General Partner
By:/S/ BARRY STERNLICHT
--------------------
Name: Barry Sternlicht
Its: President
<PAGE>
Page 20 of 23 Pages
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.
Dated: March 22, 1996
SAHI, INC.
By:/S/ BARRY STERNLICHT
--------------------
Name: Barry Sternlicht
Its: President
<PAGE>
Page 21 of 23 Pages
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.
Dated: March 22, 1996
SWL ACQUISITION PARTNERS, L.P.
By: SWL Mortgage Investors, Inc.
Its: General Partner
By:/S/ BARRY STERNLICHT
--------------------
Name: Barry Sternlicht
Its: President
<PAGE>
Page 22 of 23 Pages
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.
Dated: March 22, 1996
SWL MORTGAGE INVESTORS, INC.
By:/S/ BARRY STERNLICHT
--------------------
Name: Barry Sternlicht
Its: President
<PAGE>
Page 23 of 23 Pages
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.
Dated: March 22, 1996
/S/ BARRY STERNLICHT
--------------------
Barry Sternlicht
EXHIBIT 6
ASSIGNMENT
----------
FOR VALUE RECEIVED, SAHI PARTNERS hereby sells, assigns and transfers all
of the rights of the undersigned under the attached Warrant (Certificate No.
W-001) with respect to the number of shares of the Class A Shares covered
thereby set forth below, unto:
Names of Assignee Address No. of Shares
- ---------------------------------- -------------------- -------------
Starwood Mezzanine Investors, L.P. Three Pickwick Plaza 5,000,000
Suite 250
Greenwich, CT 06830
Dated as of: March 15, 1996 Signature: /s/ MADISON F. GROSE
--------------------
Address: Three Pickwick Plaza
Suite 250
Greenwich, CT 06830
ACKNOWLEDGEMENT OF ASSIGNMENT
-----------------------------
Angeles Participating Mortgage Trust hereby acknowledges and consents to
the foregoing assignment of the Warrant by SAHI Partners to Starwood Mezzanine
Investors, L.P. and acknowledges that the assignment has been effected in
accordance with Section 6 of the Class A Share Purchase Warrant.
ANGELES PARTICIPATING MORTGAGE TRUST
/s/ RONALD J. CONSIGLIO
----------------------------------
By: Ronald J. Consiglio, President
