================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
-----------------------
KONOVER PROPERTY TRUST, INC.
(formerly known as FAC Realty Trust, Inc.)
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
301953 10 5
(CUSIP Number)
MARJORIE L. REIFENBERG, ESQ.
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
30 ROCKEFELLER PLAZA
NEW YORK, NY 10020
(212) 632-6000
WITH A COPY TO:
TOBY S. MYERSON, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
-----------------------
July 26, 2002
(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(e), 1(f) or 1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. 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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2
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus Southeast Retail Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
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
Maryland
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00 (real estate investment trust)
--------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus Southeast Retail L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00 (limited liability company)
--------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II SPV REIT Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN (limited partnership)
--------------------------------------------------------------------------------
6
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II Alternative Partnership L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN (limited partnership)
--------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II-CADIM Alternative Partnership L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN (limited partnership)
--------------------------------------------------------------------------------
8
--------------------------------------------------------------------------------
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) [_]
--------------------------------------------------------------------------------
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
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00 (limited liability company)
--------------------------------------------------------------------------------
9
--------------------------------------------------------------------------------
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) [_]
--------------------------------------------------------------------------------
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
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY OWNED BY EACH ------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 21,052,631
------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
------------------------------------------------
10 SHARED DISPOSITIVE POWER
21,052,631
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,052,631
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00 (limited liability company)
--------------------------------------------------------------------------------
11
This Amendment No. 10, dated July 26, 2002, is filed by
Prometheus Southeast Retail Trust, a Maryland real estate investment trust
("Trust"), Prometheus Southeast Retail LLC, a Delaware limited liability Company
("Prometheus"), LFSRI II SPV REIT Corp., a Delaware corporation ("SPV"), LF
Strategic Realty Investors II L.P., a Delaware limited partnership ("LFSRI II"),
LFSRI II Alternative Partnership L.P., a Delaware limited partnership
("Alternative"), LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited
partnership ("CADIM"), Lazard Freres Real Estate Investors L.L.C., a New York
limited liability company ("LFREI"), and Lazard Freres & Co. LLC, a New York
limited liability company ("Lazard," and together with Trust, Prometheus, SPV,
CADIM, Alternative, LFSRI II and LFREI, the "Reporting Persons").
Capitalized terms used herein but not defined shall have the
meanings ascribed thereto in the Schedule 13D dated March 6, 1998 (the "Initial
Schedule 13D"), as amended, filed by Prometheus and LFSRI II (as amended, the
"Existing Schedule 13D"). This Amendment hereby amends and supplements the
Existing Schedule 13D as follows:
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated in its entirety as
follows:
(a) This Statement is filed by (i) the Trust, a Maryland
real estate investment Trust, (ii) Prometheus, a Delaware limited liability
company, (iii) SPV, a Delaware corporation, (iv) LFSRI II, a Delaware limited
partnership, (v) Alternative, a Delaware limited partnership, (vi) CADIM, a
Delaware limited partnership, (vii) LFREI, a New York limited liability company,
and (viii) Lazard, a New York limited liability company.
(b) The principal business addresses of the Trust,
Prometheus, SPV, LFSRI II, Alternative, CADIM and LFREI is c/o Lazard Freres
Real Estate Investors L.L.C., 30 Rockefeller Plaza, New York, New York 10020.
The principal business address of Lazard is 30 Rockefeller Plaza, New York, New
York 10020.
(c) and (f) The Trust and Prometheus were formed to acquire
and hold the Common Stock of the Issuer that was issued pursuant to the Stock
Purchase Agreement, dated as of February 24, 1998 which was amended and restated
in its entirety in the Amended and Restated Stock Purchase Agreement, dated as
of March 23, 1998 ("Stock Purchase Agreement"), by and between the Company and
Prometheus. The Trust now owns all of such Common Stock and Prometheus owns 100%
of the common stock of the Trust. The name, business address, citizenship and
principal occupation or employment
11
of each of the executive officers and directors of the Trust are set forth in
Schedule I hereto and are incorporated by reference herein.
SPV is a holding company and is the sole member of Prometheus.
The name, business address, citizenship and principal occupation or employment
of each of the executive officers and directors of SPV are set forth in Schedule
I hereto and are incorporated by reference herein. SPV disclaims any beneficial
ownership it may be deemed to have of any of the shares of Common Stock.
LFSRI II, Alternative and CADIM (collectively, the "Funds")
are investment partnerships formed to invest in companies active in the real
estate industry. The Funds together own all of the common stock of SPV. Their
respective ownership of the common stock of SPV is as follows: LFSRI II has
86.159%; Alternative has 10.3806%; and CADIM has 3.4602%. The Funds disclaim any
beneficial ownership they may be deemed to have of any of the shares of Common
Stock.
LFREI is the general partner of each of the Funds. LFREI's
activities consist principally of acting as general partner of several real
estate investment partnerships that are affiliated with Lazard. The name,
business address, citizenship and principal occupation or employment of each of
the executive officers of LFREI are set forth in Schedule II hereto and are
incorporated by reference herein. LFREI's investment decisions must be approved
by its investment committee. The name, business address, citizenship and
principal occupation or employment of each of the members of the LFREI
investment committee are also set forth on Schedule II hereto and are
incorporated by reference herein. LFREI disclaims any beneficial ownership it
may be deemed to have of any of the shares of Common Stock.
Lazard is the managing member of LFREI. Lazard's activities
consist principally of financial advisory services. On a day-to-day basis,
Lazard is run by a management committee. The name, business address, citizenship
and principal occupation or employment of each of the members of the management
committee of Lazard are set forth in Schedule III hereto and are incorporated by
reference herein. Lazard disclaims any beneficial ownership it may be deemed to
have of any of the shares of Common Stock.
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 Head of Lazard controls LLLC subject to
the approval of certain significant matters by the Lazard Board of LLLC. The
name, business address, citizenship and principal occupation or employment of
the members of the Lazard Board of LLLC are set forth on Schedule IV hereto and
are incorporated by reference herein. The principal business office of LLLC is
3711 Kennett Pike, Suite 120, P.O. Box 4649, Greenville, Delaware 19807-4649.
Lazard, on behalf of LLLC, disclaims any beneficial ownership LLLC may be deemed
to have of any of the shares of Common Stock.
(d) and (e) During the last five years, none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any of the persons
listed on Schedules I,
12
II, III or IV hereto (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 fining any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by the addition of
the following information:
On July 26, 2002, PSCO Acquisition Corp., a Maryland
corporation ("Merger Sub"), and the Company entered into an Amendment No. 1 to
the Agreement and Plan of Merger, dated as of July 26 , 2002 (the "Merger
Agreement Amendment"), amending the Agreement and Plan of Merger, dated as of
June 23, 2002, by and between Merger Sub and the Company (the "Merger
Agreement"). A copy of the Merger Agreement Amendment is attached as an exhibit
hereto and incorporated herein by reference. Pursuant to the Merger Agreement,
as amended by the Merger Agreement Amendment, on the terms and subject to the
conditions set forth therein, Merger Sub will merge (the "Merger") with and into
the Company, with the Company as the surviving corporation (the "Surviving
Corporation").
The Merger Agreement Amendment provides, among other things,
that if the Merger is approved by the affirmative vote of the holders of
two-thirds of the outstanding shares of the Company's common stock, then upon
consummation of the Merger, the charter of the Surviving Corporation will be
amended to be substantially identical to the form of charter attached as Exhibit
B-1 to the Merger Agreement Amendment, a copy of which is attached as an exhibit
hereto and incorporated herein by reference.
The Merger Agreement Amendment alternatively provides that if
the Merger is not approved by the affirmative vote of the holders of two-thirds
of the outstanding shares of the Company's common stock, but instead the Merger
is approved by the affirmative vote of the holders of a majority of the
outstanding shares of the Company's common stock, then upon consummation of the
Merger, the charter of the Surviving Corporation will be amended to be
substantially identical to the form of charter attached as Exhibit B-2 to the
Merger Agreement Amendment, a copy of which is attached as an exhibit hereto and
incorporated herein by reference.
In connection with the execution and delivery of the Merger
Agreement Amendment, on July 26, 2002, Merger Sub, the Trust, LFSRI II,
Alternative, CADIM, Kimkon Inc., and Kimco Realty Corporation, entered into an
Amendment No. 1 to the
13
Co-Investment Agreement, dated as of July 26, 2002 (the "Co-Investment Agreement
Amendment"), amending the Co-Investment Agreement, dated as of June 23, 2002, by
and among the aforementioned parties (the "Co-Investment Agreement"). A copy of
the Co-Investment Agreement Amendment is attached as an exhibit hereto and
incorporated herein by reference. The Co-Investment Agreement Amendment provides
for, among other things, the agreement that, if necessary, PSRT and KI shall, as
soon as possible following the consummation of the Merger, cause the Surviving
Corporation to amend and restate its charter to be substantially identical to
the form of charter attached to the Merger Agreement Amendment as Exhibit B-1
thereto.
In addition, the issuance by the Surviving Corporation of up
to one hundred fifty (150) shares of a series of redeemable preferred stock to
over 100 people was initially contemplated in the Co-Investment Agreement (a
copy of which was previously filed as an exhibit to Amendment No. 9 to the
Initial Schedule 13D) to occur subsequent to the Merger. The Co-Investment
Agreement Amendment amends the Co-Investment Agreement so that immediately prior
to the consummation of the Merger, Merger Sub shall issue up to one hundred
fifty (150) shares of a series of redeemable preferred stock of Merger Sub to
more than 100 people. Pursuant to the Merger Agreement Amendment, each share of
such newly issued series of redeemable preferred stock issued and outstanding
immediately prior to the effective time of the Merger will be converted into one
share of series B redeemable preferred stock of the Surviving Corporation.
The information set forth in response to this Item 4 is
qualified in its entirety by reference to the full text of (1) the Merger
Agreement Amendment, Exhibit B-1 to the Merger Agreement Amendment, Exhibit B-2
to the Merger Agreement Amendment and the Co-Investment Agreement Amendment,
which are each filed as exhibits hereto and incorporated herein by reference and
(2) the Merger Agreement and the Co-Investment Agreement, which were each filed
as exhibits to Amendment No. 9 to the Initial Schedule 13D.
Except as set forth above, the Reporting Persons have no
present plans or intentions that would result in any of the matters required to
be set forth in items (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No change.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by the addition of
the following information:
14
As previously reported in Amendments No. 3, 4 and 5 to the
Initial Schedule 13D, pursuant to an Amended and Restated Loan Agreement (the
"Loan Agreement") dated as of February 8, 2001, by and among Capital Trust, Inc.
(the "Senior Lender"), SPV and Senior Quarters Funding Corp. ("SQFC," and
together with SPV, the "Borrowers") and related loan documents, (i) SPV and SQFC
borrowed $110 million from Senior Lender, (ii) SPV pledged 100% of its
membership interest in Prometheus to Senior Lender to secure such borrowings,
(iii) Prometheus pledged 100% of its shares of common stock in Trust to Senior
Lender to secure such borrowings, (iv) pursuant to a custodial agreement the
shares of Common Stock were placed in a custodial account with LaSalle Bank
National Association (now known as LaSalle National Bank, "LaSalle") whereby
Trust maintained all voting rights and powers related to the Common Stock
subject to the Loan Agreement and related documents and (v) any dividends paid
on the Common Stock are deposited into a deposit account with The Chase
Manhattan Bank, N.A. for the benefit of Midland Loan Service, Inc., as agent for
Capital Trust, Inc. and Capital Trust, Inc.'s Lender.
On July 11, 2002, the Borrowers entered into a Loan Agreement
(the "Subordinate Loan Agreement") dated as of July 11, 2002 with CTMPII FC LF
(MS) as lender ("CTMPII") and related documents, pursuant to which (i) CTMPII
agreed to loan Borrowers up to $65 million for the purposes described therein,
(ii) SPV pledged 100% of its membership interest in Prometheus to CTMPII which
pledge secures the borrowings under the Subordinate Loan Agreement and is
subject and subordinate to the existing pledge to Senior Lender, (iii)
Prometheus pledged 100% of its common stock in Trust to CTMPII which pledge
secures the borrowings under the Subordinate Loan Agreement and is subject and
subordinate to the existing pledge to Senior Lender, (iv) the custodial
agreement was amended to add CTMPII as a party and provide that the Trust
maintains all voting rights and powers related to the Common Stock subject to
both the Loan Agreement and its related documents and the Subordinate Loan
Agreement and its related documents and (v) after payment in full of the
indebtedness under the Loan Agreement and its related documents, all dividends
paid on the Common Stock are to be deposited into a deposit account for the
benefit of Midland Loan Services, Inc., as agent for CTMPII and CTMPII's lender,
if any. The Subordinate Loan Agreement and related documents also require the
repayment of a portion of the loan in connection with certain transfers of the
Common Stock after payment in full of the Indebtedness under the Loan Agreement.
A copy of the Subordinate Loan Agreement, the Pledge and
Security Agreement dated as of July 11, 2002 between CTMPII, SPV, Prometheus and
Trust, the Pledge and Security Agreement dated as of July 11, 2002 between
CTMPII, Prometheus and Trust and the First Amendment to Custodial Agreement are
attached as exhibits hereto and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Amendment No. 1 to the Agreement and Plan of Merger dated as of July
26, 2002 by and between PSCO Acquisition Corp., and Konover Property
Trust, Inc.
15
2. Exhibit B-1 to the Merger Agreement (Form of Charter of the Surviving
Corporation).
3. Exhibit B-2 to the Merger Agreement (Form of Charter of the Surviving
Corporation).
4. Amendment No. 1 to the Co-Investment Agreement dated as of July 26,
2002 by and among Prometheus Southeast Retail Trust, Kimkon Inc., PSCO
Acquisition Corp., LF Strategic Realty Investors II L.P., LFSRI II
Alternative Partnership L.P., and LFSRI II-CADIM Alternative
Partnership L.P.
5. Loan Agreement dated as of July 11, 2002 by and between CTMPII FC LF
(MS), LFSRI II SPV REIT Corp., and Senior Quarters Funding Corp.
6. Pledge and Security Agreement dated as of July 11, 2002 by and among
CTMPII FC LF (MS), LFSRI II SPV REIT Corp., Prometheus Southeast Retail
LLC and Prometheus Southeast Retail Trust.
7. Pledge and Security Agreement dated as of July 11, 2002 by and among
CTMPII FC LF, Prometheus Southeast Retail LLC and Prometheus Southeast
Retail Trust.
8. First Amendment to Custodial Agreement dated as of July 11, 2002, among
Capital Trust, Inc., Prometheus Southeast Retail Trust, LaSalle
National Bank and CTMPII FC LF (MS).
16
SIGNATURES
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.
Dated as of July 26, 2002
PROMETHEUS SOUTHEAST RETAIL TRUST
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Vice President and Chief
Financial Officer
PROMETHEUS SOUTHEAST RETAIL L.L.C.
By: LFSRI II SPV REIT Corp.
as managing member
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Vice President and Chief
Financial Officer
LFSRI II SPV REIT CORP.
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Vice President and Chief
Financial Officer
LF STRATEGIC REALTY INVESTORS II L.P.
By: Lazard Freres Real Estate Investors
L.L.C.
as general partner
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Managing Principal and
Chief Financial Officer
17
LFSRI II ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate Investors
L.L.C.
as general partner
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Managing Principal and
Chief Financial Officer
LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate Investors
L.L.C.
as general partner
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Managing Principal and
Chief Financial Officer
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
By: /s/ John A. Moore
---------------------------------------
Name: John A. Moore
Title: Managing Principal and
Chief Financial Officer
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
---------------------------------------
Name: Scott D. Hoffman
Title: Managing Director
SCHEDULE I
Except as otherwise indicated, the business address
for each of the following persons is
30 Rockefeller Plaza, New York, NY 10020
Executive Officers and Directors of Prometheus Southeast Retail Trust
NAME OF OFFICER TITLE PRESENT AND PRINCIPAL OCCUPATION
--------------- ----- --------------------------------
Matthew J. Lustig President and Director Managing Principal of Lazard Freres Real
Estate Investors L.L.C. and Managing
Director of Lazard Freres & Co. LLC
Mark S. Ticotin Vice President and Managing Principal of Lazard Freres Real
Director Estate Investors L.L.C.
John A. Moore Vice President, Chief Managing Principal and Chief Financial
Financial Officer and Officer of Lazard Freres Real Estate
Director Investors L.L.C.
Henry C. Herms Treasurer Controller of Lazard Freres Real Estate
Investors L.L.C.
Marjorie L. Reifenberg Secretary Principal, General Counsel and Secretary
of Lazard Freres Real Estate Investors
L.L.C.
Executive Officers and Directors of LFSRI II SPV REIT Corp.
PRESENT AND PRINCIPAL OCCUPATION AND
BUSINESS ADDRESS (IF OTHER THAN INDICATED
NAME OF OFFICER TITLE ABOVE)
--------------- ----- ------
Matthew J. Lustig President and Director Managing Principal of Lazard Freres Real
Estate Investors L.L.C. and Managing
Director of Lazard Freres & Co. LLC
Mark S. Ticotin Vice President and Managing Principal of Lazard Freres Real
Director Estate Investors L.L.C.
John A. Moore Vice President, Chief Managing Principal and Chief Financial
Financial Officer and Officer of Lazard Freres Real Estate
Director Investors L.L.C.
Henry C. Herms Treasurer Controller of Lazard Freres Real Estate
Investors L.L.C.
Marjorie L. Reifenberg Secretary Principal, General Counsel and Secretary
of Lazard Freres Real Estate Investors
L.L.C.
Adrianne M. Horne Director Assistant to the Division Head of
CT Corporation
CT Corporation
1209 Orange Street
Wilmington, DE 19801
SCHEDULE II
Executive Officers and Members
of the Investment Committee
of Lazard Freres Real Estate Investors L.L.C.
The following is a list of the executive officers and of the
members of the investment committee of Lazard Freres Real Estate Investors
L.L.C. ("LFREI"), setting forth the present and principal occupation and
citizenship for each such person and the corporation or other organization in
which such employment is conducted. The business address of each such person is
30 Rockefeller Plaza, New York, NY 10020. Except as otherwise indicated, each
such person is a citizen of the United States.
LFREI EXECUTIVE OFFICERS
------------------------
Robert C. Larson Chairman and Managing Principal of LFREI and Managing
Director of Lazard Freres & Co. LLC
Matthew J. Lustig Managing Principal of LFREI and Managing Director of Lazard
Freres & Co. LLC
John A. Moore Managing Principal and Chief Financial Officer of LFREI
Mark S. Ticotin Managing Principal of LFREI
Gary Ickowicz Principal of LFREI
Marjorie L. Reifenberg Principal, General Counsel and Secretary of LFREI
Douglas N. Wells Principal of LFREI
(Citizen of Canada)
Andrew E. Zobler Principal of LFREI
Henry C. Herms Controller of LFREI
LFREI INVESTMENT COMMITTEE
--------------------------
Albert H. Garner Managing Director of Lazard Freres & Co. LLC
Steven J. Golub Managing Director of Lazard Freres & Co. LLC
Jonathan H. Kagan Managing Director of Lazard Freres & Co. LLC
Robert C. Larson Chairman and Managing Principal of LFREI and Managing
Director of Lazard Freres & Co. LLC
Matthew J. Lustig Managing Principal of LFREI and Managing Director of Lazard
Freres & Co. LLC
James A. Paduano Managing Director of Lazard Freres & Co. LLC
Mark S. Ticotin Managing Principal of LFREI
Ali E. Wambold Managing Director of Lazard Freres & Co. LLC
SCHEDULE III
Members of the Management Committee of Lazard Freres & Co. LLC
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.
PRINCIPAL OCCUPATION
NAME (IF OTHER THAN AS INDICATED ABOVE)
---- ----------------------------------
Michael J. Castellano
Norman Eig Co-Chief Executive Officer of Lazard Asset Management
and Managing Director of Lazard Freres & Co. LLC
Steven J. Golub
Scott D. Hoffman
Kenneth M. Jacobs Deputy Chairman of Lazard and Managing Director and
Head of House of Lazard Freres & Co. LLC
Gary S. Shedlin
David L. Tashjian
Ali E. Wambold
Charles G. Ward, III President of Lazard
SCHEDULE IV
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
---- --------------------- -----------
Marcus Agius Deputy Chairman of Lazard and Chairman and United Kingdom
Managing Director
of Lazard Brothers & Co., Limited
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT
United Kingdom
Antoine Bernheim Investor France
Chairman of Assicurazioni Generali S.p.A.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Gerardo Braggiotti Deputy Chairman of Lazard; Managing Director Italy
of Lazard Freres S.A.S.,
Lazard Freres & Co. LLC and
Lazard Brothers & Co., Limited;
Vice Chairman of Lazard AB Stockholm
and Lazard & C. Srl; Member of Super-
visory Board of Lazard & Co. GmbH;
and Chairman of Lazard Asesores
Financieras S.A.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Michel A. David-Weill Chairman of Lazard and Chairman of the France
Lazard Board of Lazard LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA
Jean Guyot Investor France
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Kenneth M. Jacobs Deputy Chairman of Lazard; and Managing USA
Director and Head of House of Lazard Freres &
Co. LLC
Lazard Freres & Co.
30 Rockefeller Plaza
New York, NY 10020, USA
Alain Merieux President Directeur General (CEO) France
BioMerieux S.A. and BioMerieux Alliance
69280 Marcy L'Etoile
France
SCHEDULE IV
2
PRINCIPAL OCCUPATION
NAME AND BUSINESS ADDRESS CITIZENSHIP
---- --------------------- -----------
Bruno M. Roger Chairman and Head of House of Lazard Freres France
S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Patrick Sayer Chief Executive Officer of Eurazeo France
Eurazeo
3 Jacques Bingen
75017 Paris France
Francois Voss Managing Director of Lazard Freres S.A.S. France
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Bruce Wasserstein Head of Lazard and Chairman of the Executive USA
Committee of Lazard Strategic Coordination
Company LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA