0001049471-15-000006.txt : 20150827 0001049471-15-000006.hdr.sgml : 20150827 20150827135258 ACCESSION NUMBER: 0001049471-15-000006 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150827 DATE AS OF CHANGE: 20150827 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CNL LIFESTYLE PROPERTIES INC CENTRAL INDEX KEY: 0001261159 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87386 FILM NUMBER: 151078282 BUSINESS ADDRESS: STREET 1: CNL CENTER AT CITY COMMONS STREET 2: 450 S ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4076501000 MAIL ADDRESS: STREET 1: CNL CENTER AT CITY COMMONS STREET 2: 450 S ORANGE AVENUE CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: CNL INCOME PROPERTIES INC DATE OF NAME CHANGE: 20030825 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KM INVESTMENTS LLC CENTRAL INDEX KEY: 0001049471 IRS NUMBER: 954599063 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 199 S. LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 MAIL ADDRESS: STREET 1: 199 S. LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 SC TO-T/A 1 CNL_SCTO-TA.htm CNL-SCHED TO-AMEND2 EVEREST/SCHEDULE 14D-1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

______________

 

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

CNL LIFESTYLE PROPERTIES, INC.

(Name of Subject Company)

 

KM Investments, LLC (offeror)

(Filing Persons)

 

Shares of Common Stock

(Title of Class of Securities)

 

None known

(CUSIP Number of Class of Securities)

 

Christopher K. Davis

Everest Properties II, LLC

199 S. Los Robles Ave., Suite 200

Pasadena, CA 91101

Telephone (626) 585-5920

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

CALCULATION OF FILING FEE

Transaction Valuation: $1,050,000(1)                     Amount of Filing Fee: $122.01

(1)Assumes the purchase of 350,000 Shares at the gross cash price per Share. Already paid.

 

[ ]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:  Not ApplicableFiling party:  Not Applicable

Form or registration no.:  Not ApplicableDate filed:  Not Applicable

[ ]Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[X]third-party tender offer subject to Rule 14d-1.

[ ]issuer tender offer subject to Rule 13e-4.

[ ]going-private transaction subject to Rule 13e-3.

[ ]amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [X]

 

 

TENDER OFFER

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by KM INVESTMENTS, LLC (the "Purchaser"), a California limited liability company, dated July 9, 2015, to purchase up to 350,000 shares of common stock (the "Shares") in CNL Lifestyle Properties, Inc. (the “Corporation”), the subject company, at a purchase price equal to $3.00 per Share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 9, 2015 (the "Offer to Purchase") and the related Transfer Agreement. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.  

 

The Offer to Purchase expired pursuant to its terms on August 24, 2015.  The Purchaser received approximately 130,844.5 Shares that were validly tendered and not withdrawn, all of which were accepted for payment.  Including such tendered Shares, the Purchaser will own a total of approximately 130,844.5 Shares (less than 0.1% of the outstanding Shares).

 

 

 

 

SIGNATURE

 

After due 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: August 27, 2015

 

 

KM INVESTMENTS, LLC


By:/S/ DAVID I. LESSER     

David I. Lesser

Executive Vice President

 

 

 

 

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