SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
Pacific Gulf Properties Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
694396102
(CUSIP Number)
Mr. Matthew W. Kaplan
Rothschild Realty Inc.
1251 Avenue of the Americas
New York, New York 10020
(212) 403-3500
(Name, address and telephone number of person
authorized to receive notices and communications)
December 23, 1997
(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-1(b)(3) or (4), check the following
box [ ].
Page 1 of 5 Pages
<PAGE
13D/A
CUSIP No. 694396102
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS Five Arrows Realty Securities L.L.C.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 2,763,116 fn(1)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 2,763,116 fn(1)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,763,116 fn(1)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 13.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
fn(1) Upon conversion of (i) 1,351,351 shares of Class A Senior Cumulative
Convertible Preferred Stock and (ii) 1,411,765 shares of Class B Senior
Cumulative Convertible Preferred Stock, in each case, held by the reporting
person, which are convertible into Common Stock on a 1-for-1 basis, subject to
adjustment.
Page 2 of 5 Pages
<PAGE
13D/A
CUSIP No. 694396102
_____________________________________________________________________________
(1) NAME OF REPORTING PERSONS Rothschild Realty Investors II L.L.C.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON (ENTITIES ONLY)
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER 2,763,116 fn(1)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 2,763,116 fn(1)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,763,116 fn(1)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 13.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
fn(1) Upon conversion of (i) 1,351,351 shares of Class A Senior Cumulative
Convertible Preferred Stock and (ii) 1,411,765 shares of Class B Senior
Cumulative Convertible Preferred Stock, in each case, held by the reporting
person, which are convertible into Common Stock on a 1-for-1 basis, subject to
adjustment.
Page 3 of 5 Pages
<PAGE
Item 1. Security and Issuer
This Amendment No. 1 ("Amendment") amends the statement on
Schedule 13D, as originally filed on July 8, 1997 ("Schedule 13D"), of(i) Five
Arrows Realty Securities, L.L.C., a Delaware limited liability company ("Five
Arrows") and (ii) Rothschild Realty Investors II L.L.C., a Delaware limited
liability company ("Rothschild") with respect to the common stock, par value
$.01 per share (the "Common Stock") of Pacific Gulf Properties Inc., a
Maryland corporation (the "Company"), whose principal executive offices are
located at 363 San Miguel Drive, Newport Beach, California 92660-7805.
Capitalized terms used herein and not otherwise defined in this Amendment
shall have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not
modify any of the information previously reported in the Schedule 13D.
* * * * *
Item 3 is hereby amended and restated as follows:
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases reported by Five Arrows herein
was Five Arrow's capital. The total amount of funds used by Five Arrows to
purchase the 1,351,351 shares of Class A Senior Cumulative Convertible
Preferred Stock (the "Class A Preferred Stock") reported herein was
$25,000,000. The total amount of funds used by Five Arrows to purchase the
1,411,765 shares of Class B Senior Cumulative Convertible Preferred Stock (the
"Class B Preferred Stock" and, together with the Class A Preferred Stock, the
"Preferred Stock") reported herein was $30,000,000.
* * * * *
Item 5 is hereby amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on December 23, 1997, Five Arrows
owned, within the meaning of Rule 13d-3 under the Exchange Act, (i) 1,351,351
shares of Class A Preferred Stock and (ii) 1,411,765 shares of Class B
Preferred Stock, each of which is convertible at any time on a 1-for-1 basis
into Common Stock of the Company, subject to adjustment. Upon the full
conversion of the 2,763,116 shares of Preferred Stock, at the initial
conversion ratio, Five Arrows would own 13.0% of the issued and outstanding
shares of Common Stock (based on the Company reporting 18,545,454 shares of
Common Stock on November 17, 1997). Rothschild, as sole managing member of
Five Arrows, may be deemed the beneficial owner of the 2,763,116 shares of
Preferred Stock held by Five Arrows.
Page 4 of 5 Pages
<PAGE>
(b) Five Arrows has the sole power to vote and dispose of the
2,763,116 shares of Preferred Stock owned by it, which power may be exercised
by Rothschild.
(c) As reported on the Schedule 13D, Five Arrows purchased the
270,270 shares of Class A Preferred Stock from the Company on January 21, 1997
pursuant to the Class A Investment Agreement. In consideration for the
270,270 shares of Class A Preferred Stock, Five Arrows paid $18.50 per share
for a total of $5,000,000. Five Arrows purchased from the Company 470,588
shares of Class B Preferred Stock on July 18, 1997. Five Arrows purchased
235,294 shares of Class B Preferred Stock on October 23, 1997 pursuant to the
Class B Investment Agreement. In consideration for the 705,882 shares of
Class B Preferred Stock, Five Arrows paid $21.25 per share for a total of
$15,000,000. Five Arrows purchased 1,081,081 shares of Class A Preferred
Stock from the Company on December 23, 1997 pursuant to the Class A Investment
Agreement. In consideration for the 1,081,081 Shares of Class A Preferred
Stock, Five Arrows paid $18.50 per share for a total of $20,000,000. Five
Arrows purchased 705,883 shares of Class B Preferred Stock from the Company on
December 23, 1997 pursuant to the Class B Investment Agreement. In
consideration for the 705,883 shares of Class B Preferred Stock, Five Arrows
paid 21.25 per share for a total of $15,000,000.
(d) Not applicable.
(e) Not applicable.
* * * * *
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 23, 1997
FIVE ARROWS REALTY SECURITIES L.L.C.
/s/ Matthew W. Kaplan
By: ________________________
Matthew W. Kaplan
Manager
ROTHSCHILD REALTY INVESTORS II L.L.C.
/s/ Matthew W. Kaplan
By: ________________________
Matthew W. Kaplan
Senior Vice President
Page 5 of 5 Pages
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