SC 13D/A 1 a6-17sc13da11.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. 11) ---------- 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) June 17, 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 ================================================================================

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SEE INSTRUCTIONS BEFORE FILLING OUT! 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. Items 2(c) and (f) are hereby amended and supplemented by the addition of the following name to Schedule II: Ali E. Wambold Item 5. Interest in Securities of the Issuer. On June 17, 2002, Prometheus sold to FG Acquisition Corporation all of the securities of Fortress which Prometheus owned on that date, and Mr. Robert Short repaid to Prometheus all of his indebtedness to Prometheus which was secured by a pledge to Prometheus of securities of Fortress owned by Mr. Short. As a result of such transactions (which were consummated pursuant to the Securities Purchase Agreement referred to in Items 6 and 7 below), Prometheus ceased to be the beneficial owner of any Fortress securities. Item 6. Contracts, Arrangements, Understandings, or Relationships With Respect to Securities of the Issuer. On June 17, 2002, Prometheus and the other parties to the Securities Purchase Agreement, dated June 17, 2002, among FG Acquisition Corp., Lennar Corporation, Prometheus and Robert Short, executed such agreement and, pursuant thereto, consummated the transactions referred to in Item 5 above. 8 Item 7. Material to be Filed as Exhibits. Exhibit 1 Securities Purchase Agreement, dated June 17, 2002, among FG Acquisition Corp., Lennar Corporation, Prometheus and Robert Short. 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 /s/ 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 /s/ 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 /s/ 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 /s/ John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES REAL ESTATE INVESTORS L.L.C. by /s/ John A. Moore ---------------------------------------- Name: John A. Moore Title: Managing Principal and Chief Financial Officer LAZARD FRERES & CO. LLC by /s/ Ali E. Wambold ---------------------------------------- Name: Ali E. Wambold Title: Managing Director Dated: June 17, 2002 11

FORTRESS GROUP INC SC 13D/A