UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 12
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CENTER TRUST, INC.
(formerly, Center Trust Retail Properties, Inc.;
formerly, Alexander Haagen Properties, Inc.)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
40443E100
(CUSIP Number)
Scott D. Hoffman, Esq. Marjorie L. Reifenberg, Esq.
Lazard Freres & Co. LLC Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza LF Strategic Realty Investors L.P.
New York, NY 10020 Prometheus Western Retail Trust
(212) 632-6000 Prometheus Western Retail, L.L.C.
30 Rockefeller Plaza
New York, NY 10020
(212) 632-6000
with a copy to:
Mario Ponce, 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 25, 2000
(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>
Page 2 of 23 Pages
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.
(Continued on following pages)
-2-
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 3 of 23 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, 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
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 15,666,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 15,666,666
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
-3-
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Page 4 of 23 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%
14 TYPE OF REPORTING PERSON
OO
-4-
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 5 of 23 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.
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
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 15,666,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 15,666,666
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
-5-
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Page 6 of 23 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%
14 TYPE OF REPORTING PERSON
OO
-6-
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 7 of 23 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. 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
7 SOLE VOTING POWER
NUMBER OF
SHARES 15,666,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 15,666,666
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
-7-
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Page 8 of 23 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%
14 TYPE OF REPORTING PERSON
PN (limited partnership)
-8-
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 9 of 23 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. 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
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES 15,666,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 15,666,666
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
-9-
<PAGE>
Page 10 of 23 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%
14 TYPE OF REPORTING PERSON
OO
-10-
<PAGE>
SCHEDULE 13D
CUSIP No. 40443E100 Page 11 of 23 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. 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
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 15,666,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 15,666,666
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
-11-
<PAGE>
Page 12 of 23 Pages
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%
14 TYPE OF REPORTING PERSON
OO
-12-
<PAGE>
Page 13 of 23 Pages
This Amendment No. 12, dated April 25, 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 L.P., a Delaware limited partnership
("LF Realty"), Prometheus Western Retail Trust, a Maryland real estate
investment trust ("Trust"), and Prometheus Western Retail, L.L.C., a Delaware
limited liability company ("Prometheus", and together with Lazard, LFREI, LF
Realty, 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 "Initial Schedule 13D"). This Amendment hereby amends and
supplements the Initial Schedule 13D. All items not described herein remain
as previously reported in the Initial Schedule 13D.
Item 2. Identity and Background
(a), (b), (c) and (f). The information set forth in Amendment No.
11 to the Schedule 13D dated June 10, 1997 regarding Lazard, persons who may
be deemed to be in control of Lazard and the executive officers and directors
of LFREI and Trust is hereby amended and supplemented as follows:
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. The name, business address and principal
occupation or employment of the executive officers and directors of LFREI and
Trust are set forth on Schedule 4 hereto and are incorporated by reference
herein. Each executive officer listed on Schedule 4 is a citizen of the
United States.
-13-
<PAGE>
Page 14 of 23 Pages
(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. 11 to the Schedule 13D
dated June 10, 1997, Prometheus, in accordance with the terms of a Custodian
Agreement dated November 17, 1999, pledged 13,166,666 shares of Common Stock
as collateral for a certain credit facility (the "Facility") made available
by Merrill Lynch International ("MLI") to certain Borrowers. In accordance
with the terms of the Custodian Agreement, the 13,166,666 shares of Common
Stock were held in a Collateral Account set up by MLI.
On April 25, 2000, the amounts due under the Facility were repaid
in full by the Borrowers and, in accordance with the terms of the Facility
and the Custodian Agreement, the 13,166,666 shares of Common Stock were
released from the Collateral Account and returned to Prometheus free and
clear of any lien or security interest that MLI previously had in those
shares pursuant to the Facility or the Custodian Agreement.
-14-
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Page 15 of 23 Pages
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
Date: May 8 , 2000
----------
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: Chief Financial Officer
Date: May 8 , 2000
----------
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 L.P.
By: Lazard Freres Real Estate Investors
L.L.C., as general partner
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Chief Financial Officer
Date: May 8 , 2000
----------
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Page 16 of 23 Pages
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 TRUST
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Vice President
and Chief Financial Officer
Date: May 8 , 2000
----------
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, L.L.C.
By: Prometheus Western Retail Trust,
its sole member
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Vice President
and Chief Financial Officer
Date: May 8 , 2000
----------
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Page 17 of 23 Pages
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
(if other than as
Name 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
-17-
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Page 18 of 23 Pages
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
Lazard 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
75382 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
-18-
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Page 19 of 23 Pages
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
Director and Executive Director of Kingdom
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
-19-
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Page 20 of 23 Pages
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
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
-20-
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Page 21 of 23 Pages
Principal Occupation
Name and Business Address Citizenship
- ---- -------------------- -----------
David J. Verey Chairman, Chief Executive, Managing United
Director and Executive Director of Kingdom
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT
United Kingdom
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Page 22 of 23 Pages
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
-22-
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Page 23 of 23 Pages
Executive Officers of Prometheus Western 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
Marjorie L. Reifenberg Secretary
Henry C. Herms Treasurer
-23-
