-----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, GgKvv+u0fkzdse8f/gwu2IIKReZApaa6tY/NgmkeEXltjKaS0kiDbDw51R7NMrLU M1f7YfCU8f+BGYOSpR4Nyg== 0000897446-96-000235.txt : 19960228 0000897446-96-000235.hdr.sgml : 19960228 ACCESSION NUMBER: 0000897446-96-000235 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960226 SROS: AMEX GROUP MEMBERS: ANDREW L. FARKAS GROUP MEMBERS: IFGP CORPORATION GROUP MEMBERS: INSIGNIA COMMERCIAL GROUP INC GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: INSIGNIA NPI, L.L.C. GROUP MEMBERS: INSIGNIA PROPERTIES CORPORATION GROUP MEMBERS: RIVERSIDE DRIVE L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XV CENTRAL INDEX KEY: 0000314690 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942625577 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44269 FILM NUMBER: 96525576 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: POST & HEYMANN STREET 2: 5665 NORTHSIDE DR NW CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA COMMERCIAL GROUP INC CENTRAL INDEX KEY: 0001008940 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA CITY: GREENVILLE STATE: SC ZIP: 29602 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA CITY: GREENVILLE STATE: SC ZIP: 29602 SC 13D/A 1 Page 1 of 22 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 2) ______________________ Century Properties Fund XV LIMITED PARTNERSHIP UNITS (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) ______________________ John K. Lines, Esq. General Counsel and Secretary Insignia Financial Group, Inc. One Insignia Financial Plaza Greenville, SC 29602 (803) 239-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 19, 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 schedule 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 _____. Page 2 of 22 (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class). (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be 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 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). Page 3 of 22 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Insignia Financial Group, Inc. 2. Check the Appropriate Box if a Member of a Group* (a) (b) X 3. SEC Use Only 4. Sources of Funds* BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6. Citizenship or Place of Organization Delaware Number 7. Sole Voting Power - 0 - of Shares 8. Shared Voting Power 35,473.1700 Units of Beneficially Limited Partnership Owned by Each Interest ("Units") (See Reporting Item 4) Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 35,473.1700 Units Page 4 of 22 11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,473.1700 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ 13. Percent of Class Represented by Amount in Row (11) 39.4% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 22 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person IFGP Corporation 2. Check the Appropriate Box if a Member of a Group* (a) (b) X 3. SEC Use Only 4. Sources of Funds* BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6. Citizenship or Place of Organization Delaware Number 7. Sole Voting Power - 0 - of Shares 8. Shared Voting Power - 0 - Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power - 0 - Page 6 of 22 11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,473.1700 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ 13. Percent of Class Represented by Amount in Row (11) 39.4% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 22 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Insignia NPI, L.L.C. 2. Check the Appropriate Box if a Member of a Group* (a) (b) X 3. SEC Use Only 4. Sources of Funds* BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6. Citizenship or Place of Organization Delaware Number 7. Sole Voting Power - 0 - of Shares 8. Shared Voting Power 35,473.1700 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 35,473.1700 Units Page 8 of 22 11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,473.1700 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ 13. Percent of Class Represented by Amount in Row (11) 39.4% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 22 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Riverside Drive L.L.C. 2. Check the Appropriate Box if a Member of a Group* (a) (b) X 3. SEC Use Only 4. Sources of Funds* BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6. Citizenship or Place of Organization Delaware Number 7. Sole Voting Power - 0 - of Shares 8. Shared Voting Power 35,473.1700 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 35,473.1700 Units Page 10 of 22 11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,473.1700 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ 13. Percent of Class Represented by Amount in Row (11) 39.4% 14 Type of Reporting Person* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 22 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Andrew L. Farkas 2. Check the Appropriate Box if a Member of a Group* (a) (b) X 3. SEC Use Only 4. Sources of Funds* BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6. Citizenship or Place of Organization United States Number 7. Sole Voting Power - 0 - of Shares 8. Shared Voting Power 35,473.1700 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 35,473.1700 Units Page 12 of 22 11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,473.1700 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ 13. Percent of Class Represented by Amount in Row (11) 39.4% 14 Type of Reporting Person* IN Page 13 of 22 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Insignia Commercial Group, Inc. 2. Check the Appropriate Box if a Member of a Group* (a) (b) X 3. SEC Use Only 4. Sources of Funds* BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6. Citizenship or Place of Organization Delaware Number 7. Sole Voting Power - 0 - of Shares 8. Shared Voting Power 35,473.1700 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 35,473.1700 Units Page 14 of 22 11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,473.1700 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ 13. Percent of Class Represented by Amount in Row (11) 39.4% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 22 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Insignia Properties Corporation 2. Check the Appropriate Box if a Member of a Group* (a) (b) X 3. SEC Use Only 4. Sources of Funds* BK 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) of 2(f) 6. Citizenship or Place of Organization Delaware Number 7. Sole Voting Power - 0 - of Shares 8. Shared Voting Power 35,473.1700 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 35,473.1700 Units Page 16 of 22 11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,473.1700 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ______ 13. Percent of Class Represented by Amount in Row (11) 39.4% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 17 of 22 The undersigned hereby amend the statement on Schedule 13D filed on their behalf on January 30, 1996 with the Securities and Exchange Commission in order to correct clerical errors on Item 5(c) and on the signature page. Item 5. Interest in Securities of the Issuer The information contained in Item 5(c) of Amendment Number 1 to Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on January 30, 1996 is hereby deleted and the following information is hereby added to the information provided in response to Item 5: (c) On January 19, 1996, Riverside Drive, L.L.C. purchased 35,473.1700 Units of the Issuer. Riverside Drive, L.L.C. paid approximately $250.35 per unit for the Units. Item 7. Material to be Filed as Exhibits The following material is hereby added to the materials provided in response to Item 7: (g) Joint Filing Agreement, dated as of February 20, 1996. Page 18 of 22 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 accurate. Dated: February 20, 1996 INSIGNIA FINANCIAL GROUP, INC. By: /s/ John K. Lines Name: John K. Lines Title: General Counsel and Secretary IFGP CORPORATION By: /s/ John K. Lines Name: John K. Lines Title: Vice President/Secretary INSIGNIA NPI, L.L.C. By: /s/ John K. Lines Name: John K. Lines Title: Vice President RIVERSIDE DRIVE, L.L.C. By: INSIGNIA NPI, L.L.C. By: /s/ John K. Lines Name: John K. Lines Title: Vice President Page 19 of 22 /s/ Andrew L. Farkas Andrew L. Farkas INSIGNIA COMMERCIAL GROUP, INC. By: /s/ John K. Lines Name: John K. Lines Title: Vice President and Secretary INSIGNIA PROPERTIES CORPORATION By: /s/ John K. Lines Name: John K. Lines Title: Vice President and Secretary Page 20 of 22 EXHIBIT INDEX Exhibit Description Page (g) Joint Filing Agreement 21 Page 21 of 22 EXHIBIT G Agreement of Filing of Schedule 13D Each of the undersigned hereby agrees that the Amendment No. 2 to Schedule 13D dated February 20, 1996, to which this Agreement is attached as Exhibit G, may be filed on behalf of each such person. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 20, 1996 INSIGNIA FINANCIAL GROUP, INC. By: /s/ John K. Lines Name: John K. Lines Title: General Counsel and Secretary IFGP CORPORATION By: /s/ John K. Lines Name: John K. Lines Title: Vice President/Secretary INSIGNIA NPI, L.L.C. By: /s/ John K. Lines Name: John K. Lines Title: Vice President Page 22 of 22 RIVERSIDE DRIVE, L.L.C. By: INSIGNIA NPI, L.L.C. By: /s/ John K. Lines Name: John K. Lines Title: Vice President /s/ Andrew L. Farkas Andrew L. Farkas INSIGNIA COMMERCIAL GROUP, INC. By: /s/ John K. Lines Name: John K. Lines Title: Vice President and Secretary INSIGNIA PROPERTIES CORPORATION By: /s/ John K. Lines Name: John K. Lines Title: Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----