-----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, Ug+NsBhOdxGu3SPbTseKlwzppKzqWwsIlTWcsbXVp1g2VVpFGiLWbziLgwxzjejk sOvTlthoNwP/ZrlNkAkrWg== 0000897446-96-000076.txt : 20030213 0000897446-96-000076.hdr.sgml : 20030213 19960131172934 ACCESSION NUMBER: 0000897446-96-000076 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960130 DATE AS OF CHANGE: 19960205 SROS: AMEX GROUP MEMBERS: FARKAS ANDREW L GROUP MEMBERS: IFGP CORP GROUP MEMBERS: INSIGNIA COMMERCIAL GROUP GROUP MEMBERS: INSIGNIA FINANCIAL CORP GROUP MEMBERS: INSIGNIA NPI LLC /SC/ GROUP MEMBERS: INSIGNIA PROPERTIES CORP GROUP MEMBERS: RIVERSIDE DRIVE LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-44273 FILM NUMBER: 96509669 BUSINESS ADDRESS: STREET 1: 5665 NORTHSIDE DR NW STREET 2: C/O METRIC MANAGEMENT INC CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4049169090 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 NPI LLC /SC/ CENTRAL INDEX KEY: 0001000039 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: SC FILING VALUES: FORM TYPE: SC 13D 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: NC ZIP: 29602 SC 13D 1 Page 1 of 23 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 1) ______________________ Century Properties Fund XVII 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 23 (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 23 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 25,710.5000 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 25,710.5000 Units Page 4 of 23 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,710.5000 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 23 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 23 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,710.5000 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 23 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 25,710.5000 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 25,710.5000 Units Page 8 of 23 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,710.5000 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 23 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 - 0 - Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power - 0 - Page 10 of 23 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,710.5000 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 23 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 25,710.5000 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 25,710.5000 Units Page 12 of 23 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,710.5000 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 Page 13 of 23 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 25,710.5000 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 25,710.5000 Units Page 14 of 23 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,710.5000 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 23 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 25,710.5000 Units Beneficially Owned by Each Reporting Person With 9. Sole Dispositive Power - 0 - 10. Shared Dispositive Power 25,710.5000 Units Page 16 of 23 11. Aggregate Amount Beneficially Owned by Each Reporting Person 25,710.5000 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 17 of 23 Item 1. Security and Issuer The following information is hereby added to the information provided in response to Item 1: The new address of the principal executive offices of the Issuer is c/o Insignia Financial Group, Inc., One Insignia Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602. Item 2. Identity and Background The following information is hereby added to the information provided in response to Item 2: The names and business addresses of the additional persons filing this statement are (i) Insignia Commercial Group, Inc., a Delaware corporation ("ICGI"), with offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602 and Insignia Properties Corporation, a Delaware corporation ("IPC"), with offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602. Both ICGI and IPC are included within the defined term "Reporting Persons." The executive officers of both ICGI and IPC are: William H. Jarrard, Jr., Director and President; Ronald Uretta, Vice President and Treasurer; and John K. Lines, Vice President and Secretary. See Schedule I for information concerning their respective business addresses, present principal occupations or employment and citizenship. Insignia is a public company whose stock is traded on the New York Stock Exchange under the symbol IFS. Item 3. Source and Amount of Funds or Other Consideration The following information is hereby added to the information provided in response to Item 3: All of the funds used in making the purchase of the Units and Unit loans, $6,695,866, were drawn under a revolving credit facility established by a syndicate of lenders for the benefit of Insignia Financial Group, Inc., with First Union National Bank of South Carolina as Administrative Agent and Lehman Commercial Paper, Inc. as Syndication Agent. Page 18 of 23 Item 4. Purpose of Transaction The following information is hereby added to the information provided in response to Item 4: On January 19 and 22, 1996, the closing of the transactions contemplated by the Partnership Units Purchase Agreement, the NPI Inc. Stock Purchase Agreement, collectively referred to as the "Purchase Agreements", and certain related agreements, occurred. Item 5. Interest in Securities of the Issuer The following information is hereby added to the information provided in response to Item 5: (a) The Reporting Persons may be deemed to be the beneficial owner of the aggregate number of Units set forth in Row 11 of the Cover Page, equalling the percentage ownership set forth in Row 13 of the Cover Page. (c) On January 19, 1996, Insignia LLC purchased 25,710.50 Units of the Issuer. Insignia LLC paid approximately $260.43 per unit for the Units. (d) See Item 4. Item 7. Material to be Filed as Exhibits The following material is hereby added to the materials provided in response to Item 7: (d) Joint Filing Agreement, dated as of January 30, 1996. (e) Press Release, incorporated by reference to Exhibit E to the Reporting Persons' Amendment Number 1 to Schedule 13D filed with the Securities and Exchange Commission on January 30, 1996 with respect to the Reporting Persons' ownership interest in National Property Investors II. (f) Credit Agreement, dated as of December 11, 1995, among Insignia Financial Group, Inc., First Union National Bank of South Carolina, and Lehman Commercial Paper Inc., incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange Commission on January 30, 1996. Page 19 of 23 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: January 30, 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: INSIGNIA FINANCIAL GROUP, INC., member By: /s/ John K. Lines Name: John K. Lines Title: General Counsel and Secretary RIVERSIDE DRIVE, L.L.C. By: INSIGNIA NPI, L.L.C. By: INSIGNIA FINANCIAL GROUP, INC., member By: /s/ John K. Lines Name: John K. Lines Title: General Counsel and Secretary /s/ Andrew L. Farkas Andrew L. Farkas Page 20 of 23 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 21 of 23 EXHIBIT INDEX Exhibit Description Page (d) Joint Filing Agreement 22 (e) Press Release (1) (f) Credit Agreement, dated as of December 11, 1995, among Insignia Financial Group, Inc., First Union National Bank of South Carolina, and Lehman Commercial Paper Inc. (2) _________________________ (1) Incorporated by reference to Exhibit E to the Reporting Persons' Amendment Number 1 to Schedule 13D filed with the Securities and Exchange Commission on January 30, 1996 with respect to the Reporting Persons' ownership interest in National Property Investors II. (2) Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange Commission on January 30, 1996. Page 22 of 23 EXHIBIT D Agreement of Filing of Schedule 13D Each of the undersigned hereby agrees that the Amendment Number 1 to Schedule 13D dated January 30, 1996 to which this Agreement is attached as Exhibit D, 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 30, 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: INSIGNIA FINANCIAL GROUP, INC., member By: /s/ John K. Lines Name: John K. Lines Title: General Counsel and Secretary Page 23 of 23 RIVERSIDE DRIVE, L.L.C. By: INSIGNIA NPI, L.L.C. By: INSIGNIA FINANCIAL GROUP, INC., member By: /s/ John K. Lines Name: John K. Lines Title: General Counsel and Secretary /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-----