UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
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)
Scott D. Hoffman, Esq. Marjorie L. Reifenberg
Lazard Freres & Co. LLC Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza LF Strategic Realty Investors II L.P.
New York, NY 10020 LFSRI II Alternative Partnership L.P.
(212) 632-6000 LFSRI II-CADIM Alternative Partnership L.P.
LFSRI II SPV REIT Corp.
Prometheus Southeast Retail L.L.C.
Prometheus Southeast Retail Trust
30 Rockefeller Plaza
New York, NY 10020
(212) 632-6000
with a copy to:
Alan M. Klein, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 24, 2000
(Date of Event which Requires Filing of this Statement)
<PAGE>
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-1(b)(3) or (4), check the following
box .
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.
<PAGE>
(Continued on following pages)SCHEDULE 13D
CUSIP No. 301953 10 5 Page 3 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres & Co. LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
None
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 21,052,631
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH None
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
OO (limited liability company)
<PAGE>
SCHEDULE 13D
CUSIP No. 301953 10 5 Page 3 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres Real Estate Investors L.L.C.
13-3803708
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,052,631
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
OO (limited liability company)
<PAGE>
SCHEDULE 13D
CUSIP No. 301953 10 5 Page 4 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
13-3697806
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,052,631
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
PN (limited partnership)
<PAGE>
SCHEDULE 13D
CUSIP No. 301953 10 5 Page 5 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II Alternative Partnership L.P.
13-3996575
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,052,631
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
PN (limited partnership)
<PAGE>
SCHEDULE 13D
CUSIP No. 301953 10 5 Page 6 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II-CADIM Alternative Partnership L.P.
13-3992502
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,052,631
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
PN (limited partnership)
<PAGE>
SCHEDULE 13D
CUSIP No. 301953 10 5 Page 7 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II SPV REIT Corp.
13-4066490
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,052,631
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 301953 10 5 Page 8 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus Southeast Retail L.L.C.
13-3994010
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,052,631
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
OO (limited liability company)
<PAGE>
SCHEDULE 13D
CUSIP No. 301953 10 5 Page 9 of 26 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus Southeast Retail Trust
13-4034461
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 21,052,631
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
21,052,631
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES***
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.6%
14 TYPE OF REPORTING PERSON*
OO (real estate investment trust)
<PAGE>
This Amendment No. 4, dated April 24, 2000, is filed by Lazard
Freres & Co. LLC, a New York limited liability company ("Lazard"), Lazard
Freres Real Estate Investors L.L.C., a New York limited liability company
("LFREI") LF Strategic Realty Investors II L.P., a Delaware limited
partnership ("LFSRI II"), LFSRI II Alternative Partnership L.P., a Delaware
limited partnership ("Alternative"), LFSRI II-CADIM Alternative Partnership
L.P., a Delaware limited partnership ("CADIM"), LFSRI II SPV REIT Corp., a
Delaware corporation ("SPV"), Prometheus Southeast Retail LLC, a Delaware
limited liability company ("Prometheus"), and Prometheus Southeast Retail
Trust, a Maryland real estate investment trust ("Trust," and together with
Lazard, LFREI, LFSRI II, Alternative, CADIM, SPV and Prometheus, the
"Reporting Persons"). Capitalized terms used herein but not defined shall
have the meanings ascribed thereto in the Schedule 13D dated March 6, 1998,
as amended, filed by Prometheus and LFSRI II (as amended, the "Initial
Schedule 13D"). This Amendment hereby amends and supplements the initial
Schedule 13D as follows:
Item 2. Identity and Background
(a), (b), (c) and (f). Lazard joins the other Reporting Persons in
filing this statement. Lazard disclaims any beneficial ownership of the
Common Stock reported in this statement. The principal business office of
Lazard is 30 Rockefeller Plaza, New York, New York 10020. Lazard, a New York
limited partnership, is the managing member of LFREI. Lazard's activities
consist principally of financial advisory services. On a day to day basis,
Lazard is run by a management committee. The name, business address,
principal occupation or employment and citizenship of each of the members of
the management committee of Lazard are set forth on Schedule 1 hereto and are
incorporated by reference herein. Lazard is wholly-owned by Lazard LLC, a
Delaware limited liability company ("LLLC") and therefore LLLC may be viewed
as controlling Lazard. LLLC is a holding company. The Lazard Board of LLLC
and the Executive Committee of Lazard Strategic Coordination Company LLC
("LSCC"), a Delaware limited liability company which is wholly-owned by LLLC,
control LLLC. LSCC manages LLLC. The name, business address, principal
occupation or employment, and citizenship of the members of the Lazard Board
of LLLC and the Executive Committee of LSCC are set forth on Schedules 2 and
3, respectively, attached hereto and are incorporated by reference herein.
The principal business office of LLLC is 3711 Kennett Pike, Suite 120, P.O.
Box 4649, Greenville, DE 19807-4649 and LSCC is c/o Corporation Trust, 1209
Orange Street, Wilmington, DE 19806. Lazard, on behalf of LLLC and LSCC,
disclaims any beneficial ownership such entities may be deemed to have of any
shares of Common Stock reported in this statement.
SPV, a Delaware corporation, is a holding company. SPV's principal
business office is 30 Rockefeller Plaza, New York, New York 10020. LFSRI II,
Alternative and CADIM own all of the Common Stock of SPV.
<PAGE>
The name, business address and principal occupation or employment
of the executive officers and directors of LFREI, SPV and Trust are set forth
on Schedule 4 hereto and are incorporated by reference herein. Each person
listed on Schedule 4 is a citizen of the United States.
(d) and (e). During the last five years, none of the Reporting
Persons, LLLC, LSCC nor, to the best knowledge of any Reporting Person, any
of the persons listed on Schedules 1 through 4 (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
nor (ii) has been a party to any 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.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
As previously reported in Amendment No. 3 dated June 30, 1999 to
the Initial Schedule 13D, pursuant to a Loan Agreement dated as of June 30,
1999, SPV borrowed $52.5 million from Capital Trust, Inc. and pledged 100% of
its membership interest in Prometheus and Prometheus pledged 100% of its
Shares in Trust to Capital Trust, Inc. to secure the borrowings.
Pursuant to the Omnibus Amendment, dated as of April 24, 2000, SPV
increased its borrowings under the Loan Agreement by an additional $10
million on April 24, 2000. The Omnibus Amendment is attached hereto as
Exhibit 1.
Item 7. Material to Be Filed as Exhibits.
1. Omnibus Amendment dated as of April 24, 2000 by and between SPV and
Capital Trust, Inc.
2. Joint Filing Agreement by and among the Reporting Persons, dated as
of April 24, 2000.
<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.
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
Name: Scott D. Hoffman
Title: Managing Director
<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.
LAZARD FRERES REAL ESTATE INVESTORS
L.L.C.
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
<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/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
<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.
LFSRI II ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate
Investors L.L.C., as general partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
<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.
LFSRI II-CADIM ALTERNATIVE PARTNERSHIP
L.P.
By: Lazard Freres Real Estate
Investors L.L.C., as general
partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
<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.
LFSRI II SPV REIT CORP.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President and
Chief Financial Officer
<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.
PROMETHEUS SOUTHEAST RETAIL L.L.C.
By: LFSRI SPV REIT Corp.,
as managing member
By: /s/ John A. Moore
Name : John A. Moore
Title: Vice President and Chief
Financial Officer
<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.
PROMETHEUS SOUTHEAST RETAIL TRUST
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President and Chief
Financial Officer
<PAGE>
SCHEDULE 1
Set forth below are the names of each of the members of the
management committee of Lazard Freres & Co. LLC. Except as otherwise
indicated, the principal occupation of each such person is managing director
of Lazard Freres & Co. LLC, the business address of each such person is
30 Rockefeller Plaza, New York, New York 10020 and each person is a citizen
of the United States.
Business Address and
Principal Occupation
Name (if other than as indicated above) Citizenship
Michel A. David-Weill Chairman and Chief Executive France
of Lazard LLC and Chief Executive
Officer of Lazard Freres & Co. LLC
Norman Eig
Steven J. Golub
Herbert W. Gullquist
Melvin L. Heineman
Kenneth M. Jacobs
William R. Loomis, Jr. Deputy Chief Executive of Lazard
Freres & Co. LLC
David L. Tashjian
<PAGE>
SCHEDULE 2
LAZARD BOARD OF LAZARD LLC
Set forth below are the members of the Lazard Board
of Lazard LLC, their business address, principal occupation and citizenship:
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
Michel A. David-Weill Chairman and Chief Executive France
of Lazard LLC and Chief Executive
Officer of Lazard Freres & Co. LLC
azard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA
Antoine Bernheim Investor France
Chairman of Assicurazioni Generali
S.p.A. Lazard Freres S.A.S.
121 Boulevard Haussmann
5382 Paris Cedex 08 France
Francois Voss Managing Director of Lazard France
Freres S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Didier Pfeiffer President du Conseil de Surveillance France
Fonds de Garantie des Assurances
de Personnes
30-32 rue de Taitbout
75311 Paris Cedex 09 France
Alain Merieux President Directeur General (CEO) France
BioMerieux S.A. and BioMerieux
Alliance
69280 Marcy L'Etoile
France
Jean Guyot Investor France
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
<PAGE>
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
Bruno M. Roger Managing Director of Lazard France
Freres S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
William R. Loomis, Jr. Deputy Chief Executive USA
and Managing Director
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
David J. Verey Chairman, Chief Executive, Managing United
Kingdom Director and Executive Director of
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT
United Kingdom
Gerardo Braggiotti Managing Director of Lazard Freres Italy
S.A.S. and Lazard Freres & Co. LLC
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
<PAGE>
SCHEDULE 3
EXECUTIVE COMMITTEE OF LAZARD STRATEGIC COORDINATION COMPANY LLC
Set forth below are the members of the Executive
Committee of Lazard Strategic Coordination Company LLC, their business
address, principal occupation and citizenship:
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
Michel A. David-Weill Chairman and Chief Executive France
of Lazard LLC and Chief Executive
Officer of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA
Gerardo Braggiotti Managing Director of Lazard Freres Italy
S.A.S. and Lazard Freres & Co. LLC
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Norman Eig Managing Director USA
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
Kenneth M. Jacobs Managing Director USA
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
William R. Loomis, Jr. Deputy Chief Executive USA
and Managing Director
of Lazard Freres & Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020
<PAGE>
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
Bruno M. Roger Managing Director of Lazard France
Freres S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
David J. Verey Chairman, Chief Executive, Managing United Kingdom
Director and Executive Director of
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT
United Kingdom
<PAGE>
SCHEDULE 4
The business address for each of the following persons is
30 Rockefeller Plaza, New York, NY 10020.
Executive Officers of Lazard Freres Real Estate Investors L.L.C.
Name of Officer Present and Principal
Occupation
Robert C. Larson Chairman
Michael G. Medzigian President and Chief Executive Officer
Mark S. Ticotin Principal and Executive Vice President
John A. Moore Principal and Chief Financial Officer
Marjorie L. Reifenberg Principal, General Counsel and Secretary
Henry C. Herms Controller
Executive Officers of LFSRI II SPV REIT Corp.
Name of Officer Present and Principal
Occupation
Michael G. Medzigian President
Mark S. Ticotin Vice President
John A. Moore Vice President and
Chief Financial Officer
Henry C. Herms Treasurer
Marjorie L. Reifenberg Secretary
<PAGE>
Executive Officers of Prometheus Southeast Retail Trust
Name of Officer Present and Principal
Occupation
Michael G. Medzigian President
Mark S. Ticotin Vice President
John A. Moore Vice President and
Chief Financial Officer
Henry C. Herms Treasurer
Marjorie L. Reifenberg Secretary
EXHIBIT I
AMENDMENT
AMENDMENT (this "Amendment") to the LIMITED LIABILITY COMPANY
AGREEMENT (the "LLC Agreement") of Prometheus Extended Stay L.L.C., a
Delaware limited liability company (the "Company"), adopted by LFSRI II
Extended Stay L.L.C., a Delaware limited liability company (the "Managing
Member").
W I T N E S S E T H:
WHEREAS, the Managing Member wishes to amend the LLC Agreement as
set forth herein;
NOW THEREFORE, the Managing Member hereby agrees as follows:
1. Amendment to LLC Agreement. Section 8 of the LLC Agreement is
hereby amended by deleting the entire Section and inserting in place of same
the words:
"Intentionally Deleted."
2. Continuing Effect of LLC Agreement. Except as amended hereby,
the provisions of the LLC Agreement are and shall remain in full force and
effect.
3. Counterparts. This Amendment may be executed in counterparts
and all of the said counterparts taken together shall be deemed to constitute
one and the same instrument.
4. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Delaware, with all
rights and remedies hereunder being governed by said laws without regard to
otherwise governing principles of conflicts of law.
5. Effective Date. This Amendment shall be deemed effective as of
April 24, 2000 as if entered into on that date.
<PAGE>
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have duly executed this Agreement.
Dated: As of April 24, 2000
LFSRI II EXTENDED STAY L.L.C.
By: LF STRATEGIC REALTY INVESTORS II L.P.,
By: LAZARD FRERES REAL ESTATE
INVESTORS L.L.C., its general
partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal & Chief
Financial Officer
By: LFSRI II ALTERNATIVE PARTNERSHIP L.P.,
By: LAZARD FRERES REAL ESTATE
INVESTORS L.L.C., its general
partner
By:/s/ John A. Moore
Name: John A. Moore
Title: Principal & Chief Financial
Officer
By: LFSRI II -CADIM ALTERNATIVE
PARTNERSHIP L.P.,
By: LAZARD FRERES REAL ESTATE
INVESTORS L.L.C., its
general partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal & Chief
Financial Officer
-2-
<PAGE>
By: LFSRI II SPV E.S. CORP.
By: /s/ John A. Moore
Name: John A. Moore
Title: Chief Financial
Officer
-3-
EXHIBIT II
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree
to the joint filing with all other Reporting Persons (as such term is
defined in the Schedule 13D referred to below) on behalf of each of them
of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock, par value $0.01 per share, of Konover
Property Trust, Inc., a Maryland corporation, and that this Agreement may
be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement as of the 24th day of April, 2000.
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
Name: Scott D. Hoffman
Title: Managing Director
LAZARD FRERES REAL ESTATE
INVESTORS L.L.C.
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
LF STRATEGIC REALTY INVESTORS II L.P.
By: Lazard Freres Real Estate
Investors L.L.C., as general
partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
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LFSRI II ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate
Investors L.L.C., as general
partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
FSRI II-CADIM ALTERNATIVE
PARTNERSHIP L.P.
By: Lazard Freres Real Estate
Investors L.L.C., as general
partner
By: /s/ John A. Moore
Name: John A. Moore
Title: Principal and Chief
Financial Officer
LFSRI II SPV REIT CORP.
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President and
Chief Financial
Officer
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PROMETHEUS SOUTHEAST RETAIL L.L.C.
By: LFSRI SPV REIT Corp.,
as managing member
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President and
Chief Financial
Officer
PROMETHEUS SOUTHEAST RETAIL TRUST
By: /s/ John A. Moore
Name: John A. Moore
Title: Vice President and
Chief Financial
Officer
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