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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. 1 )*
Evans Withycombe Residential, Inc.
(Name of Issuer)
Common Stock
(Title of Class Securities)
299212100
(CUSIP Number)
Attn: Peter P. Twining, CIIF Associates II Limited Partnership
399 Boylston Street, Boston, Massachusetts 02116
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 28, 1996 June 25, 1996
(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 .
Check the following box if a fee is being paid with the statement .
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
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 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>
SCHEDULE 13D
CUSIP No. 299212100 Page of Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIIF Associates II Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) --
(b) --
3. SEC USE ONLY
4. SOURCE OF FUNDS*
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 947,297 shares of Common Stock 5.3%
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 947,297 shares of Common Stock 5.3%
PERSON 10. SHARE DISPOSITIVE POWER
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
947,297 shares of Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES --
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
Item 1. Security and Issuer.
-------------------
This Schedule 13D relates to the common stock, par value $.01
per share (the "Common Stock"), of Evans Withycombe Residential,
Inc., a Maryland corporation (the "Company"). The principal
executive offices of the Company are located at 691 East Camelback
Road, Suite A-200, Scottsdale, Arizona 85251.
Item 2. Identity and Background.
-----------------------
This statement is filed by the following reporting person (the
"Reporting Person"):
CIIF Associates II Limited Partnership (a Delaware limited
partnership engaged in the business of investing in real estate
and interests in real estate) with its principal business
address and principal office located at c/o Copley Real Estate
Advisors, Inc., 399 Boylston Street, Boston, MA 02116.
The following entities are the general partners of the Reporting
Person:
(I) Copley Advisors, Inc. (Managing General Partner)
c/o Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
(ii) New England Mutual Life Insurance Company
501 Boylston Street
Boston, MA 02116
(iii) CIIF II Business Trust
c/o Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Copley Advisors, Inc. is a wholly-owned subsidiary of Copley
Real Estate Advisors, Inc. ("CREA"). CREA is wholly owned by Copley
Investment Group, Inc., which is wholly owned by New England
Investment Companies, L.P., whose General Partner is New England
Investment Companies, Inc., which is wholly owned by New England
Mutual Life Insurance Company.
Copley Advisors, Inc. is engaged in the business of investing in
real estate and interests in real estate. The following is a list of
the members of the Board of Directors and executive officers of
Copley Advisors, Inc., along with their address, present principal
occupation and citizenship:
<PAGE>
(i) Joseph W. O'Connor
300 Boylston Street
Boston, MA 02116
Occupation: President, CEO and Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(ii) Daniel J. Coughlin
31 Myers Farm Road
Hingham, MA 02043
Occupation: Managing Director and Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(iii) Peter P. Twining
31 Woodbury Street
Hamilton, MA 01982
Occupation: Managing Director, General Counsel,
Clerk and Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
CREA is also engaged in the business of investing in real estate
and interests in real estate. The following is a list of the members
of the Board of Directors and executive officers of CREA, along with
their address, present principal occupation and citizenship:
<PAGE>
(i) Joseph W. O'Connor
300 Boylston Street, #1105
Boston, MA 02116
Occupation: President, CEO and Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(ii) Daniel J. Coughlin
31 Myers Farm Road
Hingham, MA 02043
Occupation: Managing Director and Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(iii) Pamela J. Herbst
46 Lafayette Street
Marblehead, MA 01945
Occupation: Managing Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(iv) Kevin M. Mahony
228 Common Street
Belmont, MA 02178
Occupation: Managing Director and Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
<PAGE>
(v) Doris P. Meister
780 Boylston Street
Boston, MA 02199
Occupation: Managing Director and Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(vi) G. Neal Ryland
55 Beaver Pond Road
Beverly, MA 01915
Occupation: Executive Vice President and CFO
New England Investment Companies, L.P.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(vii) Peter S. Voss
302 Marlborough Street
Boston, MA 02116
Occupation: Chairman, President and CEO
New England Investment Companies, L.P.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
(viii) Timothy B. Fraser
33 Chatham Circle
Wellesley, MA 02181
Occupation: Managing Director
Copley Real Estate Advisors, Inc.
399 Boylston Street
Boston, MA 02116
Citizenship: U.S.A.
<PAGE>
Neither the Reporting Person nor, to the knowledge of the
Reporting Person, any of the persons set forth in this Item 2 has
during the last five years either (i) been convicted in criminal
proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been party to a civil proceeding resulting in a judgment, decree
or final order relating to securities laws.
Item 3. Source and Amount of Funds and Other Consideration.
--------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
----------------------
The purpose of the Reporting Person in acquiring the Shares is
to acquire an equity interest in the Company. Such person may
continue to purchase Shares subject to a number of factors,
including, among others, the availability of Common Stock for
purchase at what it considers to be reasonable prices and other
investment opportunities that may be available.
The Reporting Person intends to review continuously its equity
position in the Company. Depending upon its future evaluation of the
business and prospects of the Company and other developments,
including, but not limited to, general economic and business
conditions and money market and stock market conditions, the
Reporting Person may determine not to purchase additional Shares or
to decrease its equity interest in the Company by disposing of all or
a portion of the Shares acquired by it.
The Reporting Person has no present plan or proposal which
relates to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale
or transfer of a material amount of assets involving the Company or
any of its subsidiaries, (ii) any change in the Company's present
Board of Directors or management, (iii) any material change in the
Company's present capitalization or dividend policy or any other
material change in the Company's business or corporate structure,
(iv) any change in the Company's charter or by-laws, (v) any change
which would result in the Common Stock becoming eligible for
termination of its registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934, (vi) any change which would result
in a class of securities of the Company being delisted from the
national securities exchange on which it is listed, or (vii) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
As of July 31, 1996, the Reporting Person beneficially owned
974,297 Shares of Common Stock, representing 5.3% of the 18,271,318
shares of Common Stock reported by the Company to be outstanding.
<PAGE>
Transactions in the shares of Common Stock by the Reporting
Person during the prior 60 days are set forth on Appendix A.
To the best knowledge of the Reporting Person, other than with
respect to the shares of Common Stock described above, none of the
persons identified in Item 2 may be deemed to beneficially own any
other shares of capital stock of the Company.
Except as set forth herein, the Reporting Person disclaims
ownership of shares of Common Stock held by any other person.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
With Respect to Securities of the Issuer.
----------------------------------------
Except as set forth below and as may be noted in Item 2 and Item
5 above, to the knowledge of the Reporting Person, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons
and any other person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any securities,
finders' fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Pursuant to a letter agreement (the "Lock-up Agreement") dated
May 21, 1996 among Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Morgan Stanley & Co. Incorporated, Smith Barney
Inc., Dean Witter Reynolds Inc. (collectively, the "Underwriters")
and the Reporting Person has agreed that for a period of 120 days
following May 21, 1996 without the prior written consent of Merrill
Lynch & Co., it will not, directly or indirectly, offer, pledge,
sell, contract to sell, grant any options for the sale of or
otherwise dispose of any shares of Common Stock or Units (as defined
in the Lock-up Agreement) or any security convertible into or
exchangeable or exercisable for shares of Common Stock or Units,
subject to certain exceptions specified in the Lock-up Agreement.
The Reporting Person is also a party to a Director Designation
Agreement (the "Director Agreement") dated as of August 17, 1994
among the Company, Evans Withycombe Residential Properties, L.P., AEW
Partners, L.P., the Reporting Person, Stephen O. Evans and F. Keith
Withycombe (collectively, the "Parties"). Under the terms of the
Director Agreement, subject to certain equity ownership requirements,
certain of the Parties were granted rights to designate individuals
to be nominated for election to the Board of Directors of the Company
and the Company has agreed to nominate such individuals that are
properly designated under the Director Agreement.
<PAGE>
Finally, the Reporting Person has entered an agreement (the
"Registration Rights Agreement") among the Company and Stephen O.
Evans, F. Keith Withycombe, AEW Partners, L.P. and the Reporting
Person (collectively, the "Holders"). The Registration Rights
Agreement was amended by a letter agreement among the Company and the
Holders. The Registration Rights Agreements, as amended, details the
conditions under which and the procedures by which the Company may be
required by certain of the Holders to either: (i) file a
Registration Statement (or Registration Statements) under the
Securities Act of 1993, as amended relating to the sale of Common
Stock by such Holders, or (ii) allow certain Holders to register for
sale shares of Common Stock owned by such Holders pursuant to a
Registration Statement proposed to be filed by the Company.
Item 7. Material to be filed as Exhibits.
--------------------------------
None.
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
CIIF ASSOCIATES II LIMITED PARTNERSHIP
BY: COPLEY ADVISORS, INC., its Managing General Partner
By: /s/ Peter P. Twining
---------------------------------
Name: Peter P. Twining
Title: Managing Director
Dated as of July 31, 1996
<PAGE>
APPENDIX A
The following table sets forth certain information with respect
to transactions in the Common Stock effected by the Reporting Person.
These transactions were effected pursuant to a prospectus dated
May 21, 1996 in connection with an offering registered under the
Securities Act of 1933, as amended.
Shares Share
Date Seller Sold Price
----- ------- ------- --------
5/28/96 CIIF Associates II Limited 712,500 $21.125
Partnership
6/25/96 CIIF Associates II Limited 31,667 $21.125
Partnership
