SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22, 1997
ANGELES PARTICIPATING MORTGAGE TRUST
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction
of incorporation)
1-10150
(Commission File Number)
95-6881527
(I.R.S. Employer
Identification No.)
Three Pickwick Plaza, Suite 250
Greenwich, Connecticut
(Address of principal executive offices)
06830
(Zip Code)
Registrant's telephone number, including are code: (203) 861-0752
340 North Westlake Boulevard, Suite 230,
Westlake Village, California 91362
(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN REPORT
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On January 22, 1997, Starwood Mezzanine Investors, L.P. ("Starwood")
exercised its rights under a Class A Share Purchase Warrant to acquire 5,000,000
shares of the Registrant's Class A Common Stock, par value $1.00 per share
("Class A Stock"). After its exercise of the Class A Share Purchase Warrant,
Starwood beneficially owned 5,000,000 shares of Class A Stock and 4,568,944
shares of OP Units which are convertible on a one-for-one per share basis into
Class A Stock.
On January 22, 1997, SAHI, Inc. ("SAHI"), exercised its rights under a
Class B Share Purchase Warrant to acquire 2,500,000 shares of the Registrant's
Class B Common Stock, par value $.01 per share ("Class B Stock"). After its
exercise of the Class B Share Purchase Warrant, SAHI beneficially owned
6,059,471 shares of Class B Stock and 244,100 shares of Class A Stock. The Class
B Stock is convertible on a forty-nine-to-one per share basis into shares of
Class A Stock. Each share of Class A Stock and Class B Stock is entitled to one
vote per share.
Included as exhibits hereto are the Class A Share Purchase Warrant and the
Class B Share Purchase Warrant and, as such, the foregoing descriptions are
qualified in its entirety by reference to and incorporation of the terms and
provisions contained in those exhibits.
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Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a) Financial Statements of Business Acquired: Not Applicable.
b) Pro Forma Financial Information: Not Applicable.
c) Exhibits:
Exhibit
Number Description
4.1 Class A Share Purchase Warrant (incorporated by reference to Exhibit
A filed with the Registrant's Schedule 14A relating to its Annual
Meeting of Shareholders held on September 26, 1996)
4.2 Class B Share Purchase Warrant (incorporated by reference
to Exhibit C filed with the Registrant's Schedule 14A
relating to its Annual Meeting of Shareholders held on
September 26, 1996)
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ANGELES PARTICIPATING
MORTGAGE TRUST
Date: January 28, 1997 By: /s/ Jerome C. Silvey
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Name: Jerome C. Silvey
Title: Chief Financial Officer
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