-----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, FYT+HSMQ1gkWrziWGhWOLupzdJRc71dbbC4ioGBnovZh/UfnTYjeAKhazoG/3DWv RAJh51lViWFHYrqiijNs9A== 0000950172-96-000742.txt : 19961113 0000950172-96-000742.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950172-96-000742 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 SROS: NONE GROUP MEMBERS: APOLLO REAL ESTATE ADVISORS II, L.P. GROUP MEMBERS: APOLLO REAL ESTATE INVESTMENT FUND II L P GROUP MEMBERS: APOLLO REAL ESTATE INVESTMENT FUND II, L.P. GROUP MEMBERS: KOLL ARCADIA INVESTORS, LLC GROUP MEMBERS: KOLL ARCADIA LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANTA ANITA OPERATING CO CENTRAL INDEX KEY: 0000313749 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 953419438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40340 FILM NUMBER: 96657951 BUSINESS ADDRESS: STREET 1: 285 W HUNTINGTON DR STREET 2: PO BOX 808 CITY: ARCADIA STATE: CA ZIP: 91066-0808 BUSINESS PHONE: 8185747223 MAIL ADDRESS: STREET 1: 285 W HUNTINGTON DRIVE STREET 2: P O BOX 808 CITY: ARCADIA STATE: CA ZIP: 91066-0808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO REAL ESTATE INVESTMENT FUND II L P CENTRAL INDEX KEY: 0001017831 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223443725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O APOLLO REAL ESTATE ADVISORS II LP STREET 2: TWO MANHATTANVILLE ROQD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 2128567000 MAIL ADDRESS: STREET 1: C/O APOLLO REAL ESTAE ADVISORS II L P STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Santa Anita Realty Enterprises, Inc. Santa Anita Operating Company (Name of Issuer) Common Stock (Titles of Classes of Securities) 801209206 801212101 (CUSIP Numbers) W. Edward Scheetz c/o Apollo Real Estate Advisors, L.P. 1301 Avenue of the Americas New York, New York 1009 Telephone: (212) 261-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Patrick J. Foye, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, NY 10022 Telephone: (212) 735-2274 November 8, 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 statement 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: [ ] This Amendment No. 1 amends and supplements the following Items of the Schedule 13D-1 of Apollo Real Estate Advisors II, L.P., Apollo Real Estate Investment Fund II, L.P., Koll Arcadia Investors, LLC and Koll Arcadia LLC filed on October 24, 1996 with the Securities and Exchange Commission with respect to the Paired Common Stock of Santa Anita Realty Enterprises, Inc. and Santa Anita Operating Company. Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in the Schedule 13D-1. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby restated in its entirety by the following: In connection with the purchases of the Companies' Paired Shares, Apollo purchased an aggregate of 970,400 Paired Shares for a total amount of $19,451,808 as of the date hereof. The purchases were financed with cash on hand and borrowed funds pursuant to a margin loan made in the ordinary course of business by a registered broker-dealer. Koll purchased an aggregate of 1,000 Paired Shares for a total amount of $20,250 with cash on hand. Item 5. Interest in Securities of the Issuer. Item 5 is hereby supplemented by restating the following sections in their entirety: (a) As of the date hereof, AREIF II, AREA II and KAI beneficially own an aggregate of 970,400 Paired Shares which represents approximately 8.52% of the outstanding shares of Realty and 8.61% of the outstanding shares of Operating. As of the date hereof, Koll beneficially owns an aggregate of 971,400 Paired Shares which represents approximately 8.53% of the outstanding shares of Realty and 8.62% of the outstanding shares of Operating. AREIF II, AREA II and KAI disclaim beneficial ownership of the 1,000 Paired Shares owned solely by Koll. No other person in Item 2 beneficially owns any Paired Shares. (b) The Reporting Persons share the voting and dispositive power with respect to the 970,400 Paired Shares which they beneficially own. Koll has sole power to vote and dispose the remaining 1,000 Paired Shares which it beneficially owns. To the best of the Reporting Persons' knowledge, none of the individuals listed on Schedule I owns any Paired Shares or can vote or direct the vote of any Paired Shares, nor can any such individual dispose or direct the disposition of any Paired Shares. (c) Except as set forth on Schedule II and the 1,000 Paired Shares purchased by Koll on October 14, 1996 at $20.25 per Paired Share in an open market transaction, no person named in response to paragraph (a) of this Item has effected any transaction in the Paired Shares during the past sixty days. Schedule II. Transaction in the Securities. Schedule II is hereby amended by adding the following: Date Number of Paired Price per Shares Share 10/24/96 11,500 $19.5000 10/25/96 3,600 19.6250 10/31/96 200 20.0000 11/1/96 40,400 23.5195 11/4/96 32,600 23.3248 11/6/96 3,300 22.3750 11/7/96 19,600 24.9910 11/8/96 25,000 25.2500 11/8/96 9,000 25.2850 11/8/96 400 25.2500 11/8/96 17,800 25.2809 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. Dated: November 11, 1996 APOLLO REAL ESTATE INVESTMENT FUND II, L.P. By: Apollo Real Estate Advisors II, L.P. Managing Member By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. APOLLO REAL ESTATE ADVISORS II, L.P. By: Apollo Real Estate Capital Advisors II, Inc. General Partner By: /s/ Michael D. Weiner Name: Michael D. Weiner Title: Vice President, Apollo Real Estate Capital Advisors II, Inc. KOLL ARCADIA INVESTORS, LLC By: Apollo Arcadia LLC Member By: /s/ Michael D. Weiner Name: Michael D. Weiner KOLL ARCADIA LLC By: /s/ James C. Watson Name: James C. Watson -----END PRIVACY-ENHANCED MESSAGE-----