SC 13D/A 1 a4-1sc13da10.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 10) ---------- THE FORTRESS GROUP, INC. (Name of Issuer) Common Stock, Par Value $0.01 Per Share 3495K108 -------------------------------------------------------------------------------- (Title of class of securities) (CUSIP number) Marjorie L. Reifenberg, Esq. David P. Stone, Esq. Lazard Freres Real Estate Investors L.L.C. Weil, Gotshal & Manges LLP 30 Rockefeller Plaza 767 Fifth Avenue New York, New York 10020 New York, New York 10153 (212) 632-6000 (212) 310-8000 -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) March 20, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-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-7 (b) for other parties to whom copies are 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). Continued on following pages Page 1 ================================================================================

SEE INSTRUCTIONS BEFORE FILLING OUT! --------------- * Without giving effect to any reduction which may result by reason of the limitation imposed by the "New Letter Agreement" which is filed as an exhibit to this Amendment No. 10. 7 This Amendment No. 10 to Schedule 13D (this "Amendment") is filed by Prometheus Homebuilders LLC, a Delaware limited liability company ("Prometheus"); LF Strategic Realty Investors II L.P., a Delaware limited partnership ("LFSRI"); LFSRI II Alternative Partnership L.P., a Delaware limited partnership ("LFSRI II AP"); LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership ("LFSRI 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 Prometheus, LFSRI, LFSRI II AP, LFSRI CADIM and LFREI, the "Reporting Persons"). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D originally filed by Prometheus on August 25, 1997 (the "Initial Schedule 13D"). The Initial Schedule 13D, as amended prior to the date hereof (the "Amended Schedule 13D"), is hereby further amended as follows: Item 2. Identity and Background. Item 2 is hereby amended and restated as follows: (a) This statement is filed by the Reporting Persons referred to above. (b) The principal business address of Prometheus, LFSRI, LFSRI II AP, LFSRI CADIM and LFREI is c/o LFREI, 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) Prometheus is a special purpose Delaware limited liability company formed to acquire the securities of the Company which were the subject of the Initial Schedule 13D. LFSRI, LFSRI II AP and LFSRI CADIM (collectively, the "Funds"), each a Delaware limited partnership, are investment partnerships formed to invest in companies active in the real estate industry. The Funds are, together, holders of 100% of the membership interests in Prometheus. LFREI, a New York limited liability company, is the general partner of each of the Funds. LFREI's activities consist principally of acting as general partner of several real estate investment partnership 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 I 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 in Schedule I hereto and are incorporated by reference herein. Lazard, a New York limited liability company, 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 8 name, business address, citizenship and principal occupation or employment of each of the members of the management committee are set forth in Schedule II hereto and are incorporated by reference herein. Lazard is wholly owned by Lazard LLC, a Delaware limited liability company ("LLLC"), and LLLC may, therefore, be viewed as controlling Lazard. LLLC is a holding company. The Lazard Board of LLLC controls 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 III 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 itself and LLLC, disclaims any beneficial ownership Lazard and LLLC may be deemed to have of any of the securities to which this Schedule 13D relates. (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, II or III hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (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 finding any violation with respect to such laws. Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer. By letter agreement, dated March 20, 2002 (the "New Letter Agreement"), Prometheus and the Company extended the date on which a portion of the Warrants referred to in the New Letter Agreement may first be exercised to the "Extended Exercise Date" referred to in the New Letter Agreement. A copy of the New Letter Agreement is filed as an exhibit to this Amendment No. 10. Item 7. Material to be Filed as Exhibits. Exhibit 1 Letter Agreement, dated March 20, 2002. 9 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. PROMETHEUS HOMEBUILDERS LLC By LF Strategic Realty Investors II L.P., its managing member, by Lazard Freres Real Estate Investors L.L.C., its general partner, by John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LF STRATEGIC REALTY INVESTORS II L.P. By Lazard Freres Real Estate Investors L.L.C., its general partner, by John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LFSRI II ALTERNATIVE PARTNERSHIP L.P. By Lazard Freres Real Estate Investors L.L.C., its general partner, by John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer 10 LFSRI II - CADIM ALTERNATIVE PARTNERSHIP L.P. By Lazard Freres Real Estate Investors L.L.C., its general partner, by John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES REAL ESTATE INVESTORS L.L.C. by John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES & CO. LLC by Scott D. Hoffman ---------------------------------------- Name: Scott D. Hoffman Title: Managing Director Dated: April 1, 2002 11 SCHEDULE I 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., 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 12 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 13 SCHEDULE II 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, NY 10020 and each person is a citizen of the United States. Name Principal Occupation ---- -------------------- (if other than as indicated above) ---------------------------------- Michael J. Castellano Norman Eig 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 Charles G. Ward, III President of Lazard 14 SCHEDULE III 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:

16 EXHIBIT INDEX ------------- Exhibit No. ----------- Exhibit 1 Letter Agreement, dated March 20, 2002 17

FORTRESS GROUP INC SC 13D/A