-----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, MR/XzI7N9x0ROCXqvP+Qxplm3U4t3qS/bRPL8ACQ91Y+2Hrk+pkTGWc1TrnSV3mG Div2b0nRk91bIWFPyan3eQ== 0000950136-98-000098.txt : 19980204 0000950136-98-000098.hdr.sgml : 19980204 ACCESSION NUMBER: 0000950136-98-000098 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980126 DATE AS OF CHANGE: 19980203 SROS: NONE GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: INSIGNIA PROPERTIES TRUST GROUP MEMBERS: INSIGNIA PROPERTIES, L.P. GROUP MEMBERS: MADISON RIVER PROPERTIES LLC GROUP MEMBERS: MADISON RIVER PROPERTIES, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVIII CENTRAL INDEX KEY: 0000704271 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 942834149 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44275 FILM NUMBER: 98513679 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ PO BOX 1089 STREET 2: C/O INSIGNIA FINANCIAL GROUP INC 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVIII CENTRAL INDEX KEY: 0000704271 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 942834149 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44275 FILM NUMBER: 98513680 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ PO BOX 1089 STREET 2: C/O INSIGNIA FINANCIAL GROUP INC 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: MADISON RIVER PROPERTIES LLC CENTRAL INDEX KEY: 0001051506 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 14D1/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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MADISON RIVER PROPERTIES LLC CENTRAL INDEX KEY: 0001051506 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 14D1/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 14D1/A 1 AMENDMENT TO SCHEDULE 14D-1 AND SCHEDULE 13D/A 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. 3) AND SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) ------------------------------------ CENTURY PROPERTIES FUND XVIII (Name of Subject Company) MADISON RIVER PROPERTIES, L.L.C. 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 ------------------------------------ AMENDMENT NO. 3 TO SCHEDULE 14D-1/AMENDMENT NO. 7 TO SCHEDULE 13D This Amendment No. 3, which amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on December 17, 1997, as amended by Amendment No. 1 filed with the Commission on December 18, 1997 and Amendment No. 2 filed with the Commission on January 15, 1998 (the "Schedule 14D-1") by Madison River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Insignia Financial Group, Inc. ("Insignia"), also constitutes Amendment No. 7 to the Statement on Schedule 13D of the Purchaser, IPLP, IPT, Insignia and Andrew L. Farkas, originally filed with the Commission on August 29, 1995, as amended by Amendment No. 1 filed with the Commission on January 30, 1996, Amendment No. 2 filed with the Commission on February 28, 1996, Amendment No. 3 filed with the Commission on January 16, 1997, Amendment No. 4 filed with the Commission on December 17, 1997, Amendment No. 5 filed with the Commission on December 18, 1997 and Amendment No. 6 filed with the Commission on January 15, 1998 (and together with the Schedule 14D-1, the "Schedules"). The Schedules relate to the tender offer of the Purchaser to purchase up to 30,000 of the outstanding units of limited partnership interest (the "Units") of Century Properties Fund XVIII at a purchase price of $70 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 17, 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 Offer to Purchase and the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. (f) The Offer has been extended to 5:00 p.m., New York time, on Friday, January 30, 1998. On January 26, 1998, the Purchaser issued a press release announcing such extension and reporting that approximately 5,175.5 Units had been tendered pursuant to the Offer to date. A copy of the press release has been filed as Exhibit (a)(6) to this Amendment No. 3 and is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(6) Text of press release issued by the Purchaser on January 26, 1998. 2 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: January 26, 1998 MADISON RIVER PROPERTIES, L.L.C. 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 SOLELY FOR PURPOSES OF, AND INSOFAR AS THIS FILING CONSTITUTES, AMENDMENT NO. 7 TO THE STATEMENT ON SCHEDULE 13D /s/ ANDREW L. FARKAS ------------------------------------ By: Jeffrey P. Cohen, Attorney-in-Fact 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(6) Text of press release issued by the Purchaser on January 26, 1998. 4 EX-99.(A)(6) 2 TEXT OF PRESS RELEASE ISSUED BY THE PURCHASER ON JANUARY 26, 1998. EXHIBIT (A)(6) MADISON RIVER PROPERTIES, L.L.C. P.O. Box 19059 Greenville, SC 29602 CONTACT: Edward McCarthy of Beacon Hill Partners, Inc. (212) 843-8500 FOR IMMEDIATE RELEASE GREENVILLE, SOUTH CAROLINA, January 26, 1998--Madison River Properties, L.L.C. today announced that it has extended the expiration date of its outstanding tender offers for limited partnership interests in Shelter Properties VII Limited Partnership, Century Properties Fund XIV, Century Properties Fund XV and Century Properties Fund XVIII. The expiration date for each tender offer has been extended to 5:00 p.m., New York time, on Friday, January 30, 1998. The offers were previously scheduled to expire at 5:00 p.m. on Monday, January 26, 1998. Madison River reported, based on information provided by the depositary for the offers, that as of the close of business on January 23, 1998, approximately 2,191 interests had been tendered pursuant to the Shelter Properties VII offer, approximately 2,803.6 interests had been tendered pursuant to the Century Properties XIV offer, approximately 4,168 interests had been tendered pursuant to the Century Properties XV offer and approximately 5,175.5 interests had been tendered pursuant to the Century Properties XVIII offer. For further information, please contact Beacon Hill Partners at (800) 854-9486, which is acting as the Information Agent for the offers. # # # -----END PRIVACY-ENHANCED MESSAGE-----