UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KONOVER PROPERTY TRUST, INC.
(formerly known as FAC Realty Trust, Inc.)
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
301953 10 5
(CUSIP NUMBER)
Murry N. Gunty
LF Strategic Realty Investors II L.P.
30 Rockefeller Plaza, 63rd Floor
New York, NY 10020
(212) 632-6000
with a copy to:
R. Ronald Hopkinson, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 29, 1998
(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-l(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-l(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>
CUSIP No. 301953 10 5 Page 2 of 5
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 7 SOLE VOTING POWER
OF
SHARES None
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 21,052,632
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,632
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,632
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.0 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN (limited partnership)
- --------------------------------------------------------------------------------
*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 3 of 5
This Amendment No. 2, dated October 8, 1998, of the Reporting Persons (as
defined below), hereby amends and supplements the Schedule 13D of Prometheus
Southeast Retail L.L.C. ("Prometheus") and LF Strategic Realty Investors II L.P.
("LFSRI II"), dated March 6, 1998 (the "Initial Statement"), as amended by
Amendment No. 1 of the Reporting Persons, dated August 17, 1998 (the "Amendment
No. 1"). All items not described herein remain as previously reported in the
Initial Statement and Amendment No. 1.
ITEM 1. SECURITY AND ISSUER
This statement relates to common stock, par value $0.01 per share (the
"Common Stock"), of Konover Property Trust, Inc., formerly known as FAC Realty
Trust, Inc. (the "Company" or the "Issuer"). The Issuer's principal executive
offices remain as stated in the Initial Statement.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Prometheus, LFSRI II, Prometheus Southeast
Retail Trust ("Trust"), LFSRI II Alternative Partnership L.P. ("Alternative")
and LFSRI II-CADIM Alternative Partnership L.P. ("CADIM") (together, the
"Reporting Persons").
(c) Please see the response to this item in Amendment No. 1. The name,
business address and principal occupation or employment of the executive
officers of LFREI are set forth on Schedule 1 hereto and incorporated by
reference herein.
(d) No person listed on Schedule 1 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) During the last five years, no person listed on Schedule 1 was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, and is or was, as a result of such proceeding, subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
(f) Each person listed on Schedule 1 is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds for this transaction was capital contributions
made by the partners of LFSRI II, Alternative and CADIM.
ITEM 4. PURPOSE OF TRANSACTION.
The beneficial ownership of the shares of Common Stock that are the
subject of this Statement were sold to Trust pursuant to the Stock Purchase
Agreement, dated as of February 24, 1998, which was amended and restated in its
entirety in the Amended and Restated Stock Purchase Agreement, dated as of March
23, 1998 ("Stock Purchase Agreement"), by and between the Company and
Prometheus. Trust acquired rights under the Stock Purchase Agreement pursuant to
the Transfer Agreement dated as of July 31, 1998 (the "Transfer Agreement"), by
and between Prometheus and Trust.
<PAGE>
Page 4 of 5
All references to the Stock Purchase Agreement and the Transfer Agreement
are qualified in their entirety by the full texts of such agreements, copies of
which are attached to Amendment No. 1 as Exhibits and are incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(c) On September 29, 1998, Trust purchased 10,526,316 shares of Common
Stock (the "Subsequent Purchase"). As a result of the consummation of the
Subsequent Purchase, Trust has acquired direct beneficial ownership of an
aggregate of 21,052,632 shares of Common Stock. As the sole shareholder of
Trust, Prometheus possesses indirect beneficial ownership of such Common Stock.
Pursuant to their respective interests in Prometheus, each of LFSRI II,
Alternative and CADIM also possess indirect beneficial ownership of such Common
Stock. Other than the transactions reported herein and in Amendment No. 1, no
Reporting Person has acquired or disposed of any shares of Common Stock during
the past sixty days.
<PAGE>
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.
LF STRATEGIC REALTY INVESTORS II L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
as general partner
By: /s/ Murry N. Gunty
--------------------
Name: Murry N. Gunty
Title: Principal
<PAGE>
Page 5 of 5
SCHEDULE I
EXECUTIVE OFFICERS OF LFREI
The business address for each of the following persons is 30
Rockefeller Plaza, 63rd Floor, New York, NY 10020.
NAME OF OFFICER PRESENT AND PRINCIPAL OCCUPATION
--------------- --------------------------------
Arthur P. Solomon Senior Principal
Anthony E. Meyer Principal
Robert P. Freeman Principal
Klaus P. Kretschmann Principal
Murry N. Gunty Principal
John A. Moore Principal and Chief Financial
Officer
Douglas T. Healy Principal
Marjorie L. Reifenberg Vice President, General Counsel
and Secretary
Douglas N. Wells Vice President
Henry C. Herms Controller
