-----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, MwS48IV2+IjAm+B9nwJYfV8W4m9VmWbLvnmLK/6jlhZnnWrFfaXkt7I4PiTp36jB pf/dnxRmjcC7eRtmNJNMBQ== 0000950136-97-001265.txt : 19970912 0000950136-97-001265.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950136-97-001265 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970910 SROS: NONE GROUP MEMBERS: INSIGNIA FINANCIAL GROUP INC. GROUP MEMBERS: INSIGNIA PORPERTIES TRUST GROUP MEMBERS: INSIGNIA PORPERTIES, L.P. GROUP MEMBERS: IPLP ACQUISITION I 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-44273 FILM NUMBER: 97678607 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: IPLP ACQUISITION I LLC CENTRAL INDEX KEY: 0001044883 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA CITY: GREENVILLE STATE: SC ZIP: 29602 SC 14D1/A 1 SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------------------------ CENTURY PROPERTIES FUND XVII (Name of Subject Company) IPLP ACQUISITION I LLC INSIGNIA PROPERTIES, L.P. INSIGNIA PROPERTIES TRUST INSIGNIA FINANCIAL GROUP, INC. (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (Cusip Number of Class of Securities) ------------------------------------ JEFFREY P. COHEN SENIOR VICE PRESIDENT INSIGNIA FINANCIAL GROUP, INC. 375 PARK AVENUE SUITE 3401 NEW YORK, NEW YORK 10152 (212) 750-6070 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: JOHN A. HEALY, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 ------------------------------------ This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Statement") originally filed with the Commission on August 28, 1997 by IPLP Acquisition I LLC, a Delaware limited liability company (the "Purchaser"), Insignia Properties, L.P, a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a Maryland real estate investment trust ("IPT") and Insignia Financial Group, Inc., a Delaware corporation ("Insignia"), relating to the tender offer of the Purchaser to purchase up to 22,500 of the outstanding units of limited partnership interest (the "Units") of Century Properties Fund XVII, a California limited partnership (the "Partnership"), at $225.00 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 28, 1997 (the "Offer to Purchase") and the related Assignment of Partnership Interest (which, together with any supplements or amendments, collectively constitute the "Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement and the Offer to Purchase. ITEM 10. ADDITIONAL INFORMATION. (e) On September 8, 1997, persons claiming to own units of limited partnership interest in the Partnership ("Units") filed a Complaint with respect to a purported class action and derivative suit in the Superior Court for the State of California for the County of San Mateo seeking, among other things, an order requiring corrections to the disclosures in the Offer to Purchase and enjoining the Offer, an order requiring the defendants to disclose their fiduciary duties to the limited partners of the Partnership by seeking other transactions that would maximize value for the limited partners of the Partnership and compensatory damages. The Complaint applies to the Offer and to five other tender offers being made by affiliates of Insignia for units of limited partnership interest in other limited partnerships in which other affiliates of Insignia serve as general partners. The Complaint names as defendants the Purchaser, Insignia and each of the affiliates of Insignia, including IPLP, IPT, Fox Partners (the "General Partner") and the five other Insignia-affiliated general partners, and one individual who is an officer and director of Insignia. The Complaint contains allegations that, among other things, the defendants have intentionally mismanaged the Partnership and the five other Partnerships (the "Partnerships") and acted contrary to the limited partners' best interests, through use of non-public material information gained as a result of the relationship between the Purchaser and the general partners of the Partnerships, in order to prolong the lives of the Partnerships and thus continue the revenue derived by Insignia from the Partnerships, while at the same time reducing the demand for the Partnerships' units in the limited resale market for the units by artificially depressing the trading prices for the units in order to create a favorable environment for the Offer and the five other tender offers. In the Complaint, the plaintiffs also allege that, as a result of the Offer, the Purchaser will acquire effective voting control over the Partnerships at highly inadequate prices, and that the Offers to Purchase and related tender offer documents contain numerous false and misleading statements and omissions of material facts. The alleged misstatements and omissions concern, among things, the advantages to limited partners of tendering Units pursuant to the Offer; the description of the Estimated Liquidation Value in the Offer to Purchase and the estimated expenses that were taken into account in computing that Value; the true financial condition of the Partnership and the ability to sell or refinance any of the Partnership's properties; the factors affecting the likelihood that properties owned by the Partnerships will be sold or liquidated in the near future; the liquidity and value of the Units; the limited secondary market for Units; and the true nature of the market for the underlying assets. On September 8, 1997, persons claiming to own Units filed a Complaint with respect to a purported class action and derivative suit in the Court of Chancery in the State of Delaware in and for New Castle County seeking, among other things, compensatory damages, a declaration that the defendants have breached their fiduciary duties to the limited partners of the Partnership, an order directing the defendants to carry out their fiduciary duties and an order enjoining the Offer. 2 The Complaint applies to the Offer and to five other tender offers being made by affiliates of Insignia for units of limited partnership interest in other limited partnerships in which other affiliates of Insignia serve as general partners. The Complaint names as defendants the Purchaser, Insignia and IPLP, an affiliate of Insignia. The Complaint contains allegations that, among other things, the defendants have intentionally mismanaged the Partnership and the five other Partnerships and acted contrary to the limited partners' best interests, by manipulating the limited partners into selling their units pursuant to the Offer and the five other tender offers for substantially lower prices than the units are worth. In the Complaint, the plaintiffs also allege that, as a result of the Offer and in light of the acknowledged conflict of interest between the Purchaser and the General Partner, Insignia breached its duty to provide an independent analysis of the fair market value of the Units in the Offer to Purchase and the related tender offer materials (including the Schedule 14D-9 filed with the Commission on August 28, 1997 by the General Partner of the Partnership). The Complaint contains further allegations that, among other things, the defendants failed to appoint a disinterested committee to review the Offer, and therefore did not adequately consider other alternatives available to the limited partners (such as a liquidation or auction of the Partnership or its assets), resulting in an offer that may not be in the best interest of the Partnership and the limited partners. Insignia and its affiliates believe that the allegations contained in the two Complaints are without merit and intend to vigorously contest the Plaintiffs' actions. 3 SIGNATURE After due 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: September 10, 1997 IPLP ACQUISITION I LLC By: /s/ JEFFREY P. COHEN ------------------------------ Jeffrey P. Cohen Manager INSIGNIA PROPERTIES, L.P. By: Insignia Properties Trust, its General Partner By: /s/ JEFFREY P. COHEN ------------------------------ Jeffrey P. Cohen Senior Vice President INSIGNIA PROPERTIES TRUST By: /s/ JEFFREY P. COHEN ------------------------------ Jeffrey P. Cohen Senior Vice President INSIGNIA FINANCIAL GROUP, INC. By: /s/ FRANK M. GARRISON ------------------------------ Frank M. Garrison Executive Managing Director 4 -----END PRIVACY-ENHANCED MESSAGE-----