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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT No. 3)
Alexander Haagen Properties, Inc.
(Name of Company)
COMMON STOCK, Par Value $.01 Per Share
(Title of Class of Securities)
40443E100
(CUSIP Number)
Lorenzo Lorenzotti, Esq.
Prometheus Western Retail, LLC
LF Strategic Realty Investors L.P.
30 Rockefeller Plaza, 63rd Floor
New York, NY 10020
(212) 632-6000
with a copy to:
Kevin Grehan, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
(212) 474-1490
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 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 o.
Note: six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(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).
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Page 1 of 5
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SCHEDULE 13D
CUSIP No. 40443E100 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Prometheus Western Retail, 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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 15,666,666
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON WITH
9 SOLE DISPOSITIVE POWER
15,666,666
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666 shares of Common Stock*
*Assuming consummation of the purchase of all shares of Common Stock
to be purchased pursuant to the Stock Purchase Agreement incorporated
by reference herein.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.5%, based upon
number of shares of Common Stock outstanding on March 31, 1997 and
assuming consummation of the purchase of all shares of Common Stock to
be purchased pursuant to the Stock Purchase Agreement incorporated by
reference herein.
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
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SCHEDULE 13D
CUSIP No. 40443E100 Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
LF Strategic Realty Investors 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, OO
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 OF 7 SOLE VOTING POWER
SHARES 15,666,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 15,666,666
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666 shares of Common Stock*
*Assuming consummation of the purchase of all shares of Common Stock
to be purchased pursuant to the Stock Purchase Agreement incorporated
by reference herein.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN o
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.5%, based upon
number of shares of Common Stock outstanding on March 31, 1997 and
assuming consummation of the purchase of all shares of Common Stock to
be purchased pursuant to the Stock Purchase Agreement incorporated by
reference herein.
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5
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This Amendment No. 3 is filed by Prometheus Western Retail, LLC,
a Delaware limited liability company ("Prometheus"), and by LF Strategic
Realty Investors L.P., a Delaware limited partnership ("LF Realty").
Capitalized terms used herein shall have the meanings ascribed thereto in
the Schedule 13D dated June 10, 1997, filed by Prometheus and LF Realty
(the "Initial Schedule 13D").
As previously reported in the Initial Schedule 13D, pursuant to a
Stock Purchase Agreement dated as of June 1, 1997, by and among Prometheus,
LF Realty and Alexander Haagen Properties, Inc. ("Haagen"), subject to the
terms and conditions thereof, Prometheus has agreed to purchase and Haagen
has agreed to sell 15,666,666 shares of common stock, par value $0.01 per
share, of Haagen (the "Common Stock"). The Initial Schedule 13D is amended
as follows:
Item 5. Interest in Securities of the Issuer
On October 31, 1997, in a Subsequent Closing made pursuant to the
Stock Purchase Agreement, Prometheus purchased 500,000 shares of Common
Stock at a price of $15 per share. In connection with the Subsequent
Closing, the parties to the Stock Purchase Agreement mutually agreed to
waive the minimum purchase requirement set forth in Section 2.4(b) of the
Stock Purchase Agreement.
Schedule 1. Officers of LFREI
The name of the Comptroller of LFREI, "Kevin J. Reardon", is
hereby deleted and the name "Henry C. Herms" inserted in lieu thereof.
Page 4 of 5
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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 WESTERN RETAIL, LLC
by LF STRATEGIC REALTY INVESTORS
L.P., as managing member,
by Lazard Freres Real Estate
Investors L.L.C., its general
partner,
by /s/ Anthony E. Meyer
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Name: Anthony E. Meyer
Title: Managing Director/Senior
Vice President
LF STRATEGIC REALTY INVESTORS L.P.
by Lazard Freres Real Estate
Investors L.L.C., its general
partner,
by /s/ Anthony E. Meyer
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Name: Anthony E. Meyer
Title: Managing Director/Senior
Vice President
Page 5 of 5
