UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 3
STATEMENT OF CHANGES OF BENEFICIAL OWNERSHIP OF SECURITIES
The Commission is authorized to solicit the information required by this Form
pursuant to Sections 16(a) and 23(a) of the Securities Exchange Act of 1934,
Sections 17(a) and 20(a) of the Public Utility Holding Company Act of 1935, and
Sections 30(f) and 38 of the Investment Company Act of 1940, and the rules and
regulations thereunder.
Disclosure of information specified on this form is mandatory, except for
disclosure of the I.R.S. identification number of the reporting person if such
person is an entity, which is voluntary. If such numbers are furnished, they
will assist the Commission in distinguishing reporting persons with similar
names and will facilitate the prompt processing of the form. The information
will be used for the primary purpose of disclosing the holdings of directors,
officers, and beneficial owners of registered companies. Information disclosed
will be a matter of public record and available for inspection by members of the
public. The Commission can use it in investigations or litigation involving the
federal securities laws or other civil, criminal, or regulatory statutes or
provisions, as well as for referral to other governmental authorities and
self-regulatory organizations. Failure to disclose required information may
result in civil action against persons involved for violations of the federal
securities laws and rules.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
GENERAL INSTRUCTIONS
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB Number.
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1. Who Must File
(a) This Form must be filed by the following persons ("reporting person"):
(i) any director or officer of an issuer with a class of equity
securities pursuant to Section 12 of the Securities Exchange Act of 1934
("Exchange Act"); (Note: Title is not determinative for purposes of determining
"officer" status. See Rule 16a-1(f) for the definition of "officer");
(ii) any beneficial owner of greater than 10% of a class of equity
securities registered under Section 12 of the Exchange Act, as determined by
voting or investment control over the securities pursuant to Rule 16a-1(a)(1)
("ten percent holder");
(iii) any officer or director of a registered holding company
pursuant to Section 17 of the Public Utility Holding Company Act of 1935;
(iv) any officer, director, member of an advisory board, investment
adviser, affiliated person of an investment adviser or beneficial owner of more
than 10% of any class of outstanding securities (other than short-term paper) of
a registered closed-end investment company, under Section 30(f) of the
Investment Company Act of 1940; and
(v) any trust, trustee, beneficiary or settlor required to report
pursuant to Rule 16a-8.
(b) If a reporting person is not an officer, director, or ten percent
holder, the person should check "other" in Item 5 (Relationship of Reporting
Person to Issuer) and describe the reason for reporting status in the space
provided.
(c) If a person described above does not beneficially own any securities
required to be reported (See Rule 16a-1 and Instruction 5), the person is
required to file this Form and state that no securities are beneficially owned.
2. When Form Must be Filed
(a) This Form must be filed within 10 days after the event by which the
person becomes a reporting person (i.e., officer, director, ten percent holder
or other person). This Form and any amendment is deemed filed with the
Commission or the Exchange on the date it is received by the Commission or the
Exchange, respectively. See, however, Rule 16a-3(h) regarding delivery to a
third party business that guarantees delivery of the filing no later than the
specified due date.
(b) A reporting person of an issuer that is registering securities for the
first time under Section 12 of the Exchange Act must file this Form no later
than the effective date of the registration statement.
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(c) A separate Form shall be filed to reflect beneficial ownership of
securities of each issuer, except that a single statement shall be filed with
respect to the securities of a registered public utility holding company and all
of subsidiary companies.
3. Where Form Must be Filed
(a) File three copies of this Form or any amendment, at least one of which
is manually signed, with the Securities and Exchange Commission, 450 5th Street,
N.W., Washington, D.C. 20549. (Note: Acknowledgment of receipt by the Commission
may be obtained by enclosing a self-addressed stamped postcard identifying the
Form or amendment filed.) Alternatively, this Form is permitted to be submitted
to the Commission in electronic format at the option of the reporting person
pursuant to [LOGO]232.101(b)(4) of this chapter.
(b) At the time this Form or any amendment is filed with the Commission,
file one copy with each Exchange on which any class of securities of the issuer
is registered. If the issuer has designated a single Exchange to receive Section
16 filings, the copy shall be filed with that Exchange only.
(c) Any person required to file this Form or amendment shall, not later
than the time the Form or amendment is transmitted for filing with the
Commission, send or deliver a copy to the person designated by the issuer to
receive the copy or, if no person is so designated, the issuer's corporate
secretary (or person performing similar functions) in accordance with Rule
16a-3(e).
4. Class of Securities Reported
(a) (i) Persons reporting pursuant to Section 16(a) of the Exchange Act
shall include information as to their beneficial ownership of any class of
equity securities of the issuer, even though one or more of such classes may not
be registered pursuant to Section 12 of the Act.
(ii) Persons reporting pursuant to Section 17(a) of the Public
Utility Holding Company Act of 1935 shall include information as to their
beneficial ownership of any class of securities (equity or debt) of the
registered holding company and all of its subsidiary companies and specify the
name of the parent or subsidiary issuing the securities.
(iii) Persons reporting pursuant to Section 30(f) of the Investment
Company Act of 1940 shall include information as to their beneficial ownership
of any class of securities (equity or debt) of the registered closed-end
investment company (other than "short-term paper" as defined in Section 2(a)(38)
of the Investment Company Act).
(b) The title of the security should clearly identify the class, even if
the issuer has only one class of securities outstanding; for example, "Common
Stock," "Class A Common Stock," "Class B Convertible Preferred Stock," etc.
(c) The amount of securities beneficially owned should state the face
amount of debt securities (U.S. Dollars) or the number of equity securities,
whichever is appropriate.
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5. Holdings Required to be Reported
(a) General Requirements. Report holdings of each class of securities of
the issuer beneficially owned as of the date of the event requiring the filing
of this Form. See Instruction 4 as to securities required to be reported.
(b) Beneficial Ownership Reported (Pecuniary Interest).
(i) Although for purposes of determining status as a ten percent
holder, a person id deemed to beneficially own securities over which that person
has voting or investment control. (see Rule 16a-1(a)(1)), for reporting
purposes, a person is deemed to be the beneficial owner of securities if that
person has or shares the opportunity, directly or indirectly, to profit or share
in any profit derived from a transaction in the securities ("pecuniary
interest"), See Rule 16a-1(a)(2). See also Rule 16a-8 for the application of the
beneficial ownership definition to trust holdings and transactions.
(ii) Both direct and indirect beneficial ownership of securities
shall be reported. Securities beneficially owned directly are those held in the
reporting person's name or in the name of a bank, broker or nominee for the
account of the reporting person. In addition, securities held as joint tenants,
tenants in common, tenants by the entirety, or as community property are to be
reported as held directly. If a person has a pecuniary interest, by reason of
any contract, understanding or relationship (including a family relationship or
arrangement) in securities held in the name of another person, that person is an
indirect beneficial owner of those securities. See Rule 16a-1(a)(2)(ii) for
certain indirect beneficial ownerships.
(iii) Report securities beneficially owned directly on a separate
line from those beneficially owned indirectly. Report different forms of
indirect ownership on separate lines. The nature of indirect ownership shall be
stated as specifically as possible; for example, "By Self as Trustee for X," "By
Spouse," "By X-Trust," "By Y Corporation," etc.
(iv) In stating the amount of securities owned indirectly through a
partnership, corporation, trust, or other entity, report the number of
securities representing the reporting person's proportionate interest in
securities beneficially owned by that entity. Alternatively, at the option of
the reporting person, the entire amount of the entity's interest may be
reported. See Rule 16a-1(a)(2)(ii)(B) and Rule 16a-1(a)(2)(iii).
(v) Where more than one person beneficially owns the same equity
securities, such owners may file Form 3 individually or jointly. Joint and group
filings may be made by any designted beneficial owner. Holdings of securities
owned separately by any joint or group filer are permitted to be included in the
joint filing. Indicate only the name and address of the designated filer in Item
1 of Form 3 and attach a listing of the names and IRS or social security numbers
(or addresses in lieu thereof) of each other reporting person. Joint and group
filings must include all required information for each beneficial owner, and
such filings must be signed by each beneficial owner, or on behalf of such owner
by an authorized person. If the space provided for signatures is insufficient,
attach a signature page. Submit any attached listing of names or signatures on
another Form 3, copy of Form 3 or separate page of 8 1/2 by 11 inch
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white paper, indicate the number of pages comprising the report (Form plus
attachments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3),
and include the name of the designated filer and information required by Items 2
and 4 of the Form on the attachment.
(c) Non-Derivative and Derivative Securities.
(i) Report non-derivative securities beneficially owned in Table I
and derivative securities (e.g., puts, calls, options, warrants, convertible
securities, or other rights or obligations to buy or sell securities)
beneficially owned in Table II. Derivative securities beneficially owned that
are both equity securities and convertible or exchangeable for other equity
securities (e.g., convertible preferred securities) should be reported only on
Table II.
(ii) The title of a derivative security and the title of the equity
security underlying the derivative security should be shown separately in the
appropriate columns in Table II. The "puts" and "calls" reported in Table II
include, in addition to separate puts and calls, any combination of the two,
such as spreads and straddles. In reporting an option in Table II, state whether
it represents a right to buy, a right to sell, an obligation to buy, or an
obligation to sell the equity securities subject to the option.
(iii) Describe in the appropriate columns in Table II
characteristics of derivative securities, including title, exercise or
conversion price, date exercisable, expiration date, and the title and amount of
securities underlying the derivative security.
(iv) Securities constituting components of a unit shall be reported
separately on the applicable table (e.g., if a unit has a non-derivative
security component and a derivative security component, the non-derivative
security component shall be reported in Table I and the derivative security
component shall be reported in Table II). The relationship between individual
securities comprising the unit shall be indicated in the space provided for
explanation of responses.
6. Additional Information
If the space provided in the line items of this Form or space provided for
additional comments is insufficient, attach another Form 3, copy of Form 3 or
separate page of 8 1/2 by 11 inch white paper to Form 3, completed as
appropriate to include the additional comments. Each attached page must include
information required in Items 1, 2 and 4 of the Form. The number of pages
comprising the report (Form plus attachments) shall be indicated at the bottom
of each report page (e.g., 1 of 3, 2 of 3, 3 of 3). If additional information is
not reported in this manner, it will be assumed that no additional information
was provided.
7. Signature
(a) If the Form is filed for an individual, it shall be signed by that
person or specifically on behalf of the individual by a person authorized to
sign for the individual. If signed on behalf of the individual by another
person, the authority of such person to sign the Form shall be confirmed to the
Commission in writing in an attachment to the Form or as soon as
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practicable in an amendment by the individual for whom the Form is filed, unless
such a confirmation still in effect is on file with the Commission. The
confirming statement need only indicate that the reporting person authorizes and
designates the named person or persons to file the Form on the reporting
person's behalf, and state the duration of the authorization.
(b) If the Form is filed for a corporation, partnership, trust, or other
entity, the capacity in which the individual signed shall be set forth (e.g.,
John Smith, Secretary, on behalf of X Corporation).
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FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
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1. Name and Address of Reporting Person*
Prometheus Southeast Retail LLC
("Prometheus")
LF Strategic Realty Investors II, L.P.
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(Last) (First) (Middle)
c/o LF Strategic Realty Investors II, L.P.
Lazard Freres
Thirty Rockefeller Plaza, 63rd Floor
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New York, New York 10020
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(City) (State) (Zip)
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2. Date of Event
Requiring Statement
(Month/Day/Year)
03/23/98
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3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)
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4. Issuer Name and Ticker or Trading Symbol
FAC Realty Trust, Inc. (NYSE : FAC)
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
______ Director X 10% Owner
______ Officer ___________ Other
(give title below) (specify below)
____________________________________________________
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6. If Amendment, Date of Original
(Month/Day/Year)
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7. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
X Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I -- Non-Derivative Securities Beneficially Owned
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1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial Ownership
(Instr. 4) Beneficially Owned Form: (Instr. 5)
Direct (D) or
(Instr. 4) Indirect (I)
(Instr. 5)
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<S> <C>
Common Stock 2,350,000 D LF Strategic Realty Investors II, L.P. is
the sole member of Prometheus.
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(Over)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the Form is filed by more than one Reporting Person, see Instruction 5(b)(v)
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
<PAGE>
<TABLE>
<CAPTION>
FORM 3 (continued) Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative 2. Date Exercisable and 3. Title and Amount of Securities
Security (Instr. 4) Expiration Date Underlying Derivative Security
(Month/Day/Year) (Instr. 4)
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Date Exer- Expira- Amount or Number
cisable tion Date Title of Shares
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<S> <C> <C> <C> <C>
Common Stock * * Common Stock 8,176,316
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Common Stock ** ** Common Stock 10,526,316
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</TABLE>
FORM 3 (continued) Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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4. Conversion or 5. Ownership Form of 6. Nature of
Exercise Price of Derivative Security: Indirect
Derivative Security Direct (D) or Indirect (I) Beneficial
(Instr. 5) Ownership
(Instr. 5)
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$9.50/sh = $77,675,002 D LF Strategic Realty
Investors II, L.P.
is the sole member
of Prometheus.
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$9.50/sh = $100,000,002 D LF Strategic Realty
Investors II, L.P.
is the sole member
of Prometheus.
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Explanation of Responses:
* Following the approval of the holders of the requisite number of shares of
outstanding Common Stock of the Issuer, Prometheus is required, upon
satisfaction of certain closing conditions, to purchase 8,176,316 shares of
Common Stock from the Issuer (the "Second Closing").
** Following the Second Closing, the Issuer shall be obligated to sell to
Prometheus at one or more subsequent closings (the "Subsequent Purchases") an
aggregate of 10,526,316 shares of Common Stock. Subject to certain exceptions,
the Issuer shall require Prometheus to make all of the Subsequent Purchases on
or before the eighteenth month anniversary of the Second Closing.
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
/s/ Murry N. Gunty
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**Signature of Reporting Person Date
Murry N. Gunty
Vice President,
Lazard Freres Real Estate Investors L.L.C.,
as general partner of LF Strategic Realty Investors II L.P.,
sole member of Prometheus Southeast Retail LLC
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