-----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, R4zh0mJ4yDtl0KuhtKKmwPK13bdu8JqQKjECMOpw/EYJQy49PyvA8s6yb/+xRVft NPOv829aufGPxLoM0sOYfQ== 0000898430-99-000392.txt : 19990209 0000898430-99-000392.hdr.sgml : 19990209 ACCESSION NUMBER: 0000898430-99-000392 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990208 GROUP MEMBERS: CONAM DOC AFFILIATES LLC GROUP MEMBERS: CONAM PROPERTY SERVICES IV, LTD. GROUP MEMBERS: CONAM REALTY INVESTORS 3 L P GROUP MEMBERS: CONTINENTAL AMERICAN PROPERTIES, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONAM REALTY INVESTORS 3 L P CENTRAL INDEX KEY: 0000711389 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133176625 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-54777 FILM NUMBER: 99523734 BUSINESS ADDRESS: STREET 1: 1764 SAN DIEGO AVE STREET 2: ATTN: ROBERT J SVATOS CITY: SAN DIEGO STATE: CA ZIP: 92100 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 FORMER COMPANY: FORMER CONFORMED NAME: HUTTON CONAM REALTY INVESTORS 3 DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONAM REALTY INVESTORS 3 L P CENTRAL INDEX KEY: 0000711389 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133176625 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 1764 SAN DIEGO AVE STREET 2: ATTN: ROBERT J SVATOS CITY: SAN DIEGO STATE: CA ZIP: 92100 BUSINESS PHONE: 2125263237 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 FORMER COMPANY: FORMER CONFORMED NAME: HUTTON CONAM REALTY INVESTORS 3 DATE OF NAME CHANGE: 19920703 SC 13E3/A 1 AMENDMENT #5 TO SCHEDULE 13E-3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- AMENDMENT NO. 5 (Final Amendment) TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) CONAM REALTY INVESTORS 3, L.P. (NAME OF THE ISSUER) ConAm Realty Investors 3, L.P. Continental American Properties, Ltd. ConAm Property Services IV, Ltd. ConAm DOC Affiliates LLC (NAME OF PERSONS FILING STATEMENT) Units of Limited Partnership Interest (TITLE OF CLASS OF SECURITIES) 44849P305 (CUSIP NUMBER OF CLASS OF SECURITIES) E. Scott Dupree, Esq. ConAm Realty Investors 3, L.P. 1764 San Diego Avenue San Diego, CA 92110-1906 (619) 297-6771 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) Copies to: Frederick B. McLane, Esq. O'Melveny & Myers LLP 400 South Hope Street Los Angeles, CA 90071-2899 (213) 430-6000 This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. The filing of a registration statement under the Securities Act of 1933. c. A tender offer. d. None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. [_] CALCULATION OF FILING FEE =============================================================================== $16,486,647 $3,298 Transaction Valuation(1) Amount of Filing Fee =============================================================================== [X] 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: $3,298 Filing party: ConAm Realty Investors 3, L.P. ------------------- --------------------------------- Form or registration no.: Schedule 13E-3 Date filed: October 30, 1998 ---------------- ----------------------------------
Instruction. Eight copies of this statement, including all exhibits, should be filed with the Commission. - -------- (1) For purposes of calculating the filing fee only. The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and equals 1/50 of one percent of the aggregate amount of cash to be distributed to securityholders in connection with the transaction. CONAM REALTY INVESTORS 3, L.P. 1764 SAN DIEGO AVENUE SAN DIEGO, CALIFORNIA 92110-1906 This Amendment No. 5 (this "Final Amendment") amends and supplements the Rule 13e-3 Transaction Statement filed on October 30, 1998 by ConAm Realty Investors 3, L.P., a California limited partnership (the "Partnership"), ConAm Property Services IV, Ltd., a California limited partnership (the "General Partner"), Continental American Properties, Ltd. and ConAm DOC Affiliates LLC (as amended and supplemented prior to the date hereof, the "Statement"). The Statement was filed in connection with the Partnership's solicitation of consents from its limited partners to (i) amend the Partnership's Partnership Agreement to permit proposed sales of Partnership properties to "affiliates" of the General Partner, if such proposed sales are approved by the limited partners (the "Amendment"), and (ii) sell the Partnership's remaining properties to DOC Investors, L.L.C., a Delaware limited liability company (the "Sale," and collectively with the Amendment, the "Proposals"). A definitive consent solicitation statement setting forth the Proposals was filed with the Securities and Exchange Commission on December 14, 1998. The consent solicitation expired on January 15, 1999, at 5:00 P.M., Pacific Standard Time. As of that time, a majority in interest of the limited partners consented to the Proposals. Therefore, the General Partner was authorized to effect the Amendment and consummate the Sale. This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Securities Exchange Act of 1934, as amended, to report that, pursuant to the authority set forth above, the General Partner effected the Amendment on January 18, 1999 and consummated the Sale on January 29, 1999. Except as expressly set forth in this Final Amendment, all information in the Statement remains unchanged. SIGNATURES 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: February 8, 1999 CONAM REALTY INVESTORS 3, L.P. By: CONAM PROPERTY SERVICES IV, LTD., its General Partner By: CONTINENTAL AMERICAN DEVELOPMENT, INC., its General Partner By: /s/ Daniel J. Epstein ---------------------------- Name: Daniel J. Epstein -------------------------- Title: President ------------------------- CONAM PROPERTY SERVICES IV, LTD. By: CONTINENTAL AMERICAN DEVELOPMENT, INC., its General Partner By: /s/ Daniel J. Epstein -------------------------------- Name: Daniel J. Epstein ------------------------------ Title: President ----------------------------- CONTINENTAL AMERICAN PROPERTIES, LTD. By: DJE FINANCIAL CORP., its General Partner By: /s/ Daniel J. Epstein -------------------------------- Name: Daniel J. Epstein ------------------------------ Title: President ----------------------------- CONAM DOC AFFILIATES LLC By: CONTINENTAL AMERICAN PROPERTIES, LTD., its Administrative Member By: DJE FINANCIAL CORP., its General Partner By: /s/ Daniel J. Epstein ---------------------------- Name: Daniel J. Epstein -------------------------- Title: President ------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----