ANGELES PARTICIPATING MORTGAGE TRUST
8-K, 1997-01-28
REAL ESTATE INVESTMENT TRUSTS
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                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                    1-10150                 95-6881527      
(State or other jurisdiction    (Commission File Number)    (I.R.S. Employer   
      of incorporation)                                    Identification No.) 
                                                              

          Three Pickwick Plaza, Suite 250
              Greenwich, Connecticut                              06830
     (Address of principal executive offices)                  (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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36221161.1

<PAGE>



               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 Shares").  After its exercise of the Class A Share  Purchase  Warrant,
Starwood  beneficially  owned  5,000,000  shares of Class A Shares and 4,568,944
shares of OP Units which are  convertible on a one-for-one  per share basis into
Class A Shares.

      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 Shares").  After its
exercise  of the  Class  B  Share  Purchase  Warrant,  SAHI  beneficially  owned
4,012,895  shares of Class B Shares.  The Class B Shares  are  convertible  on a
forty-nine-to-one per share basis into Class A Shares.

      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.




                                 2

<PAGE>



Item 6.  Resignations of Registrant's Directors.

      Not Applicable.

Item 7.  Financial Statements, Pro Forma Financial Information and 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.



                                 3

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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.


                                           WELCOME HOME, INC.



Date:  January 24, 1997                    By:     /s/ Barry S. Sternlicht
                                                   ---------------------------
                                           Name:   Barry S. Sternlicht
                                           Title:  Chairman and Chief
                                                   Executive Officer




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