UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT No. 9)
Center Trust Retail Properties, Inc.
(formerly, Alexander Haagen Properties, Inc.)
(Name of Company)
COMMON STOCK, Par Value $.01 Per Share
(Title of Class of Securities)
40443E100
(CUSIP Number)
Marjorie L. Reifenberg, Esq.
Prometheus Western Retail, LLC
Prometheus Western Retail Trust
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
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 24, 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-1(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 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).
Page 1 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 2 of 5 Pages
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 7
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 3 of 5 Pages
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
Prometheus Western Retail Trust
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
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 3 of 7
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 3 of 5 Pages
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
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*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 7
<PAGE>
This Amendment No. 9 is filed by Prometheus Western Retail,
LLC, a Delaware limited liability company ("Prometheus"), Prometheus
Western Retail Trust, a Maryland real estate investment trust
("Trust"), and LF Strategic Realty Investors L.P., a Delaware limited
partnership ("LF Realty" and together with Prometheus and Trust, the
"Reporting Persons"). Capitalized terms used herein but not defined
shall have the meanings ascribed thereto in the Schedule 13D dated
June 10, 1997, as amended, filed by Prometheus and LF Realty (as
amended, the "Schedule 13D").
As previously reported in the Schedule 13D, pursuant to a
Stock Purchase Agreement dated as of June 1, 1997, by and among
Prometheus, LF Realty, and Center Trust Retail Properties, Inc.,
formerly named Alexander Haagen Properties, Inc. ("Center Trust" or
the "Company"), subject to the terms and conditions thereof,
Prometheus has agreed to purchase and Center Trust has agreed to sell
15,666,666 shares of common stock, par value $0.01 per share, of the
Company (the "Common Stock"). The Schedule 13D is amended as follows:
Item 1. Security and Company
The name of the Company was changed from Alexander Haagen
Properties, Inc. to Center Trust Retail Properties, Inc.
Item 2. Identity and Background
(a), (b), (c) and (f). Trust was formed by LF Realty on July
18, 1997, as a Maryland real estate investment trust to invest in and
to acquire, hold, manage, administer, control and dispose of real
property and related assets. Trust is intended to exist and qualify as
a real estate investment trust within the meaning of the Internal
Revenue Code of 1986, as amended and Title 8 of the Corporations and
Associations Article of the Anotated Code of Maryland, as amended. All
of the issued and outstanding voting securities of Trust are owned by
LF Realty. The principal business offices of Trust are located at 30
Rockefeller Plaza, 63rd Floor, New York, New York, 10020.
On July 22, 1997 and August 22, 1997, Trust acquired 100% of
the Class A Membership Interest and 100% of the Class B Membership
Interest in Prometheus, respectively. As a result, Trust is the sole
owner and sole member of Prometheus.
Page 5 of 7
<PAGE>
(d) and (e). Since its formation, Trust has neither been
convicted in a criminal proceeding nor 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 5. Interest in Securities of the Issuer
On September 24, 1998, in a Subsequent Closing made pursuant
to the Stock Purchase Agreement, Prometheus purchased an additional
2,700,000 shares of Common Stock at a price of $15 per share.
Trust has no interest in the Company beyond its interest in
Prometheus.
Page 6 of 7
<PAGE>
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 Prometheus Western Retail Trust,
its sole member,
by
/s/ Robert P. Freeman
-----------------------------
Name: Robert P. Freeman
Title: President
PROMETHEUS WESTERN RETAIL TRUST
by
/s/ Robert P. Freeman
-----------------------------
Name: Robert P. Freeman
Title: President
LF STRATEGIC REALTY INVESTORS L.P.
by Lazard Freres Real Estate
Investors L.L.C., its general
partner,
by
/s/ Robert P. Freeman
----------------------------
Name: Robert P. Freeman
Title: Principal
Dated October 2, 1998
Page 7 of 7
