SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
Amendment No. 3
to
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
________________________________
PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
(Name of the Issuer)
A.G. SPANOS REALTY PARTNERS, L.P.
(Name of Person(s) Filing Statement)
Depository Units of Limited Partnership Interest
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Ralph C. Walker, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
(415) 392-1122
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
This statement is filed in connection with (check the
appropriate box):
a. [X] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.<PAGE>
<PAGE>
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
Transaction valuation (1) Amount of filing fee (1)
$22,440,000 $4,528
(1) Pursuant to Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and Rule 0-11
thereunder, the transaction valuation is $22,440,000, the
aggregate distribution to be paid to limited partners pursuant to
the sale of substantially all the assets and subsequent
liquidation of Prudential-Bache/A.G. Spanos Realty Partners L.P.,
I (the "Partnership"), the transaction which is the subject of
this Statement. The filing fee is 1/50 of 1% of such transaction
valuation. Pursuant to Rule 0-11, this fee constitutes the
filing fee for this transaction for purposes of both this
Statement and the preliminary consent solicitation statement
filed pursuant to Rule 14a-6 under the Exchange Act and
incorporated herein.
[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: $4,528
Form or Registration No.: Preliminary Consent
Solicitation Statement
Filing Party: Prudential-Bache/A.G. Spanos
Realty Partners L.P., I
Date Filed: July 25, 1997
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<PAGE>
FINAL REPORT
This Rule 13e-3 Transaction Statement (the "Statement")
relates to (i) the sale of substantially all of the assets of the
Partnership in a public auction (the "Auction"), (ii) the
amendment of the Amended and Restated Agreement of Limited
Partnership of the Partnership to permit an affiliate of one of
the general partners of the Partnership to bid for, and if
successful to purchase, one or more of the Partnership's real
properties (the "Amendment") and (iii) the subsequent complete
termination and liquidation of the Partnership (the "Plan of
Liquidation") (collectively, the Auction, the Amendment and the
Plan of Liquidation are referred to herein as the "Plan"). The
Plan is being proposed by A.G. Spanos Realty Partners, L.P.
("Spanos"), one of the general partners of the Partnership, in
connection with, and pursuant to the terms of, a proposed
settlement by Spanos and its affiliates (the "Settlement") of
certain class action litigation (the "Litigation") now pending in
the United States District Court for the Southern District of New
York (the "Court"). The Settlement is set forth in a Stipulation
of Settlement with Spanos Defendants (the "Settlement
Agreement"), executed by plaintiffs in the Litigation and by
Spanos and certain of its affiliates (the "Spanos Defendants").
This Amendment No. 3 to the Statement is being filed by
Spanos as a final report pursuant to Rule 13e-3(d)(3). Attached
hereto as Exhibit (h) is a summary of the tabulation of the forms
of Consents received by Spanos from Unitholders through the close
of business on July 10, 1998, the extended termination date of
the solicitation, showing that the Consents of Unitholders
holding a majority of the outstanding Units have been received
with respect to all three proposals.
On July 21, 1998, the court entered its final order and
judgment approving the Settlement.
Item 17. Material to be Filed as Exhibits
(h) Tabulation of results of Consent
solicitation.
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<PAGE>
SIGNATURES
After due inquiry and to the best of their respective
knowledge and belief, the undersigned certify that the
information set forth in this Amendment No. 3 to Statement is
true, complete and correct.
Dated: July 24, 1998
A.G. SPANOS REALTY PARTNERS, L.P.
By: AGS FINANCIAL CORPORATION,
General Partner
By: /s/Arthur J. Cole
-------------------------
Arthur J. Cole, President
By: A.G. SPANOS REALTY CAPITAL, INC.,
General Partner
By: /s/Arthur J. Cole
-------------------------
Arthur J. Cole, Vice President
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<PAGE>
SCHEDULE 13E-3 EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NUMBER
(h) Tabulation of results of Consent
Solicitation 6
5
PRUDENTIAL-BACHE/A.G. SPANOS REALTY PARTNERS L.P., I
TABULATION OF RESULTS OF CONSENT SOLICITATION
Units % of % of Units
Proposal Voted Units Voted Outstanding
1. Sale of assets at public auction
Consents: 181,360 88.6% 57.2%
Does Not Consent: 11,662 5.7% 3.7%
Abstains: 11,641 5.7% 3.7%
-------
Total Votes 204,663
2. Amendment of the Partnership's
Charter documents
Consents: 170,767 83.4% 53.9%
Does Not Consent: 12,560 6.2% 4.0%
Abstains: 21,336 10.4% 6.7%
-------
Total Votes 204,663
3. Termination and liquidation
of the Partnership
Consents: 183,194 89.5% 57.8%
Not Consent: 10,390 5.1% 3.3%
Abstains: 11,079 5.4% 3.5%
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Total Votes 204,663
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