-----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, TedndqGZnkSTSQyhcTLnY3tB4Ef9vrYm2bIm+hBOJk6jER8fsxhIrh0KbmuABng9 zicqPNIN1hlhn6mq9JeWIQ== 0000870480-97-000005.txt : 19970117 0000870480-97-000005.hdr.sgml : 19970117 ACCESSION NUMBER: 0000870480-97-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970116 SROS: NYSE GROUP MEMBERS: ANDREW L. FARKAS GROUP MEMBERS: INSIGNIA COMMERCIAL GROUP, INC. GROUP MEMBERS: INSIGNIA FINANCIAL GROUP INC GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: INSIGNIA PROPERTIES TRUST GROUP MEMBERS: INSIGNIA PROPERTIES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44273 FILM NUMBER: 97506664 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 FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000870480 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 133591193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: METSOUTH FINANCIAL CORPORATION DATE OF NAME CHANGE: 19600201 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 3) ______________________ Century Properties Fund XVII (Name of the Issuer) 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 (864) 239-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 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 _____. 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. 1 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). 2 1. Name of Reporting Person Insignia Financial Group, Inc. S.S. or I.R.S. Identification No. of Above Person Intentionally Omitted 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(d) of 2(e) _________ 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power None 8. Shared Voting Power 25,735.5 Units of Limited Partnership Interest ("Units") (See Item 4) 9. Sole Dispositive Power None 10. Shared Dispositive Power 25,735.5 Units 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,735.5 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ______ 13. Percent of Class Represented by Amount in Row (11) 34.3% 14. Type of Reporting Person CO 3 1. Name of Reporting Person Insignia Properties, L.P. S.S. or I.R.S. Identification No. of Above Person Intentionally Omitted 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(d) of 2(e) _________ 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power None 8. Shared voting Power 25,735.5 Units of Limited Partnership Interest ("Units") (See Item 4) 9. Sole Dispositive Power None 10. Shared Dispositive Power 25,735.5 Units 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,735.5 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ______ 13. Percent of Class Represented by Amount in Row (11) 34.3% 14. Type of Reporting Person* PN 4 1. Name of Reporting Person Andrew L. Farkas S.S. or I.R.S. Identification No. of Above Person Intentionally Omitted 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(d) of 2(e) _________ 6. Citizenship or Place of Organization United States 7. Sole Voting Power None 8. Shared Voting Power 25,735.5 Units of Limited Partnership Interest ("Units") (See Item 4) 9. Sole Dispositive Power None 10. Shared Dispositive Power 25,735.5 Units 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,735.5 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ______ 13. Percent of Class Represented by Amount in Row (11) 34.3% 14. Type of Reporting Person IN 5 1. Name of Reporting Person Insignia Commercial Group, Inc. S.S. or I.R.S. Identification No. of Above Person Intentionally Omitted 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(d) of 2(e) _________ 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power None 8. Shared Voting Power 25,735.5 Units of Limited Partnership Interest ("Units") (See Item 4) 9. Sole Dispositive Power None 10. Shared Dispositive Power 25,735.5 Units 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,735.5 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ______ 13. Percent of Class Represented by Amount in Row (11) 34.3% 14. Type of Reporting Person CO 6 1. Name of Reporting Person Insignia Properties Trust S.S. or I.R.S. Identification No. of Above Person Intentionally Omitted 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(d) of 2(e) _________ 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power None 8. Shared Voting Power 25,735.5 Units of Limited Partnership Interest ("Units") (See Item 4) 9. Sole Dispositive Power None 10. Shared Dispositive Power 25,735.5 Units 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,735.5 Units 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ______ 13. Percent of Class Represented by Amount in Row (11) 34.3% 14. Type of Reporting Person* OO 7 The undersigned hereby amend the statement on Schedule 13D filed on their behalf on August 29, 1995 with the Securities and Exchange Commission and amended on January 30, 1996 and February 28, 1996. This amendment is being filed as a result of the mergers, on December 19, 1996, of Insignia NPI, L.L.C., a Delaware limited liability company ("Insignia LLC"), with and into Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), and of Insignia Properties Corporation, a Delaware corporation ("IPC"), with and into Insignia Properties Trust, a Maryland real estate investment trust ("IPT"). Insignia LLC and IPC were reporting persons on the Schedule 13D, as previously amended, and as a result of the mergers are replaced as reporting persons by IPLP and IPT, respectively, the surviving entities in the mergers. Item 2. Identity and Background The following information is hereby added to the information provided in response to Item 2: Insignia LLC was merged with and into IPLP on December 19, 1996. The Managing Member of Insignia LLC was IPC. ICGI was also a Member of Insignia LLC. Pursuant to the merger, IPC's 99% membership interest in Insignia LLC was cancelled in exchange for a 99% general partner interest in IPLP, and ICGI's 1% membership interest in Insignia LLC was cancelled in exchange for a 1% limited partner interest in IPLP. As a result of the merger all of the Units beneficially owned by Insignia LLC are now beneficially owned by IPLP, and IPLP has become a Reporting Person. Following the merger of Insignia LLC into IPLP, IPC merged with and into IPT on December 19, 1996. As a result of this merger, IPT now holds the 99% general partner interest in IPLP formerly held by IPC, and IPT has become a Reporting Person. On January 1, 1997, pursuant to the Limited Partnership Unit Contribution Agreement by and among IPLP and certain other parties set forth therein (the "Contribution Agreement"), 25 Units of Century Properties Fund XVII were transferred by Liquidity Assistance, L.L.C., a Delaware limited liability company, to IPLP. As a result, IPLP can be deemed to be the beneficial owner of the Units it received pursuant to the Contribution Agreement. Item 4. Purpose of Transaction The following information is hereby added to the information provided in response to Item 4: Reference is made to Item 2 above. Item 5. Interest in Securities of the Issuer The following information is hereby added to the information provided in response to Item 5: (c) See Item 2 above. (e) As a result of the mergers described in Item 2 above, Insignia LLC and IPC ceased to be a beneficial owners of more than 5% of the securities described by this Schedule 13D, and IPLP and IPT became beneficial owners of the securities described by this Schedule 13D. Item 7. Material to be Filed as Exhibits The following material is hereby added to the materials provided in response to Item 7: (h) Joint Filing Agreement, dated as of January 10, 1997. 8 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: January 15, 1997 INSIGNIA FINANCIAL GROUP, INC. By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: General Counsel and Secretary INSIGNIA PROPERTIES, L.P. By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: Vice President ANDREW L. FARKAS /s/ Andrew L. Farkas -------------------- INSIGNIA COMMERCIAL GROUP, INC. By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: Vice President and Secretary INSIGNIA PROPERTIES TRUST By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: Vice President 9 EXHIBIT INDEX Exhibit Description Page 99.1 Joint Filing Agreement 11 Limited Partnership Unit Contribution Agreement (to be filed by Amendment) 10 EX-99.1 2 AGREEMENT OF FILING OF SCHEDULE 13D EXHIBIT h Agreement of Filing of Schedule 13D Each of the undersigned hereby agrees that the Amendment No. 3 to Schedule 13D dated January 10, 1997, to which this Agreement is attached as Exhibit h, 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: January 10, 1997 INSIGNIA FINANCIAL GROUP, INC. By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: General Counsel and Secretary INSIGNIA PROPERTIES, L.P. By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: Vice President ANDREW L. FARKAS /s/ Andrew L. Farkas -------------------- INSIGNIA COMMERCIAL GROUP, INC. By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: Vice President and Secretary INSIGNIA PROPERTIES TRUST By: /s/ John K. Lines ------------------------- Name: John K. Lines Title: Vice President 11 SCHEDULE I Insignia Financial Group, Inc. DIRECTORS* Andrew L. Farkas Chairman of the Board of Directors, President and Chief Executive Officer Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Robert J. Denison First Security Management, Inc. 375 Park Avenue Suite 3303 New York, New York 10158 Robin L. Farkas 730 Park Avenue New York, New York 10021 Merril M. Halpern Chairman of the Board and Co-Chief Executive Officer Charterhouse Group International, Inc. 535 Madison Avenue 28th Floor New York, New York 10022 Robert G. Koen Partner Akin, Gump, Strauss, Hauer & Feld, L.L.P. 399 Park Avenue New York, New York 10022 Michael I. Lipstein Self-Employed Michael I. Lipstein Associates 110 East 59t Street Suite 3201 New York, New York 10022 __________________________________ * Each individual is a United States Citizen 12 DIRECTORS*(cont.) Buck Mickel Chairman of the Board and CEO RSI Holdings, Inc. Mailing Adress: Fluor Daniel Corporation 301 N. Main Street 5th Floor Greenville, South Carolina 29601 _____________________________________ * Each individual is a United States Citizen 13 EXECUTIVE OFFICERS* (other than those listed above who are also serving as directors) James A. Aston Office of the Chairman and Chief Financial Officer Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Frank M. Garrison Executive Managing Director; and President, Financial Services Division Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Jeffrey L. Goldberg Managing Director, Investment Banking Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Edward S. Gordon Office of the Chairman; and Chairman, Edward S. Gordon Company, Inc. Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Albert H. Gossett Senior Vice President and Chief Information Officer Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Henry Horowitz Executive Managing Director; and President, Insignia Commercial Group Inc. Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 _____________________________________ * Each individual is a United States Citizen 14 EXECUTIVE OFFICERS* (cont.) William H. Jarrard, Jr. Managing Director, Partnership Administration Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Neil J. Kreisel Executive Managing Director; and President, Insignia Management Services - New York Inc. Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 John K. Lines General Counsel and Secretary Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Martha L. Long Controller Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Stephen C. Schoenbachler Senior Vice President, Asset Management Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Thomas R. Shuler Executive Managing Director; and President, Management Services Division Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 ____________________________________ * Each individual is a United States Citizen 15 EXECUTIVE OFFICERS* (cont.) Stephen B. Siegel Executive Managing Director; and President, Edward S. Gordon Company, Incorporated Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Ronald Uretta Chief Operating Officer and Treasurer Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 ____________________________________ * Each individual is a United States Citizen 16 Insignia Properties Trust TRUSTEES* Frank M. Garrison Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Andrew L. Farkas Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 James A. Aston President, Insignia Properties Trust Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 EXECUTIVE OFFICERS* (other than those listed above who are also serving as trustees) John K. Lines Vice President Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Scott Kester Vice President Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Ronald Uretta Chief Financial Officer Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 ____________________________________ * Each individual is a United States Citizen 17 Insignia Commercial Group, Inc. DIRECTORS* Andrew L. Farkas Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Henry Horowitz President, Insignia Commercial Group, Inc. Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 EXECUTIVE OFFICERS* (other than those listed above who are also serving as directors) John K. Lines Vice President and Secretary Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Ronald Uretta Vice President and Treasurer Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 Kelly M. Buechler Assistant Secretary Insignia Financial Group, Inc. Post Office Box 1089 One Insignia Financial Plaza Greenville, South Carolina 29602 _____________________________________ * Each individual is a United States Citizen. -----END PRIVACY-ENHANCED MESSAGE-----