-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WM6BIuD5M2N6fZ1Awf2MssKTCGczyVfoJ1E4+P/soYpb7+QbUHFhY5m/XHqNRya4 C6hu3RlhpEhVhH5eoW7PxQ== 0000950123-04-001638.txt : 20040212 0000950123-04-001638.hdr.sgml : 20040212 20040212124922 ACCESSION NUMBER: 0000950123-04-001638 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 GROUP MEMBERS: LAZARD FRERES & CO LLC GROUP MEMBERS: LF STRATEGIC REALTY INVESTORS LP GROUP MEMBERS: PROMETHEUS WESTERN RETAIL LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAN PACIFIC RETAIL PROPERTIES INC CENTRAL INDEX KEY: 0001040454 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330752457 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53313 FILM NUMBER: 04589455 BUSINESS ADDRESS: STREET 1: 1631-B S MELROSE DR CITY: VISTA STATE: CA ZIP: 92083 BUSINESS PHONE: 7607271002 MAIL ADDRESS: STREET 1: 1631-B SOUTH MELROSE DR CITY: VISTA STATE: CA ZIP: 92083 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAZARD FRERES REAL ESTATE INVESTORS LLC CENTRAL INDEX KEY: 0001042593 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2126326000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: 63RD FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 y94071sc13gza.txt AMENDMENT NO. 1 TO SCHEDULE 13G OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.....11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* PAN PACIFIC RETAIL PROPERTIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 69806L104 - -------------------------------------------------------------------------------- (CUSIP Number) APRIL 4, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) - ------------------ *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 the disclosures provided in a prior cover page. The information required in 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). - ------------------------ ------------------ CUSIP No. 69806L104 13G Page 2 of 8 - ------------------------ ------------------ 1 NAMES OF REPORTING PERSONS: Prometheus Western Retail, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 0 WITH SOLE DISPOSITIVE POWER 7 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON* OO - ------------------------ ------------------ CUSIP No. 69806L104 13G Page 3 of 8 - ------------------------ ------------------ 1 NAMES OF REPORTING PERSONS: LF Strategic Realty Investors L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 0 WITH SOLE DISPOSITIVE POWER 7 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON PN - ------------------------ ------------------ CUSIP No. 69806L104 13G Page 4 of 8 - ------------------------ ------------------ 1 NAMES OF REPORTING PERSONS: Lazard Freres Real Estate Investors L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 0 WITH SOLE DISPOSITIVE POWER 7 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON* OO - ------------------------ ------------------ CUSIP No. 69806L104 13G Page 5 of 8 - ------------------------ ------------------ 1 NAMES OF REPORTING PERSONS: Lazard Freres & Co. LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON 0 WITH SOLE DISPOSITIVE POWER 7 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12 TYPE OF REPORTING PERSON* OO - ------------------------ ------------------ CUSIP No. 69806L104 13G Page 6 of 8 - ------------------------ ------------------ ITEM 1(A) NAME OF ISSUER: Pan Pacific Retail Properties, Inc. ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1631-B South Melrose Drive Vista, California 92081 ITEM 2(A) NAME OF PERSON FILING: This Amendment Number 1 to Schedule 13G (the "Amendment") is being jointly filed by each of the following persons pursuant to Rule 13-d(1)(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the "Act"): Prometheus Western Retail, LLC ("PWR LLC"), LF Strategic Realty Investors L.P. ("LFSRI"), Lazard Freres Real Estate Investors L.L.C. ("LFREI") and Lazard Freres & Co. LLC ("LF&Co." and together with PWR LLC, LFSRI and LFREI, the "Reporting Persons"). The Reporting Persons, along with Prometheus Western Retail Trust ("PWRT"), filed an initial Schedule 13G with the Securities and Exchange Commission on January 27, 2003. Since the date of that filing, and following the sale of the shares of the Issuer by the Reporting Persons, PWRT was dissolved and accordingly is no longer listed as a Reporting Person. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of each Reporting Person is 30 Rockefeller Plaza, 50th Floor, New York, NY 10020. ITEM 2(C) CITIZENSHIP: PWR LLC and LFSRI are organized under the laws of the State of Delaware. LFREI and LF&Co. are organized under the laws of the State of New York. ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share. ITEM 2(E) CUSIP NO.: 69806L104 ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: Not Applicable. ITEM 4 OWNERSHIP: Please see the cover pages attached hereto. - ------------------------ ------------------ CUSIP No. 69806L104 13G Page 7 of 8 - ------------------------ ------------------ ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:[ ] ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not applicable. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not applicable. ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. ITEM 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable. ITEM 10 CERTIFICATION: By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ------------------------ ------------------ CUSIP No. 69806L104 13G Page 8 of 8 - ------------------------ ------------------ 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. Date: February 12, 2004 PROMETHEUS WESTERN RETAIL, LLC By: LF Strategic Realty Investors L.P., its sole member By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ Mark Ticotin ------------------------------------ Name: Mark Ticotin Title: Managing Principal LF STRATEGIC REALTY INVESTORS L.P. By: Lazard Freres Real Estate Investors L.L.C., its general partner By: /s/ Mark Ticotin ------------------------------------ Name: Mark Ticotin Title: Managing Principal LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /s/ Mark Ticotin ------------------------------------ Name: Mark Ticotin Title: Managing Principal LAZARD FRERES & CO. LLC By: /s/ Scott D. Hoffman ------------------------------------ Name: Scott D. Hoffman Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----