-----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, E2Cv7BOrDaTxotd//GIKdG09VYsJ0lPy6GkHHxypVrvYulToMIE2dwVQ28151J2q N1aW7Ty/1yPGggveEgGREw== 0000950136-98-001733.txt : 19980928 0000950136-98-001733.hdr.sgml : 19980928 ACCESSION NUMBER: 0000950136-98-001733 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980925 SROS: NONE GROUP MEMBERS: COOPER RIVER PROPERTIES LLC GROUP MEMBERS: COOPER RIVER PROPERTIES, L.L.C. GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: INSIGNIA PROPERTIES TRUST GROUP MEMBERS: INSIGNIA PROPERTIES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON DIVERSIFIED REAL ESTATE II LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000750258 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 621207077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-51693 FILM NUMBER: 98715049 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391513 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: FREEMAN DIVERSIFIED REAL ESTATE II LP DATE OF NAME CHANGE: 19910501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPER RIVER PROPERTIES LLC CENTRAL INDEX KEY: 0001066016 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE INSIGNIA PLAZA STREET 2: P O BOX 19059 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 2128788022 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 19059 CITY: GREENVILLE STATE: SC ZIP: 29602 SC 14D1/A 1 SCHEDULE 14D-1/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. 1) ------------------------------------ DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. (Name of Subject Company) COOPER 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 LLP 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 originally filed with the Commission on August 27, 1998 (the "Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Insignia Financial Group, Inc. relating to the tender offer of the Purchaser to purchase up to 400 of the outstanding units of limited partnership interest (the "Units") of Davidson Diversified Real Estate II, L.P., at a purchase price of $6,000 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 27, 1998 (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 original Statement. ITEM 10. ADDITIONAL INFORMATION. (f) The Offer has been extended to 5:00 p.m., New York time, on Friday, October 2, 1998. On September 25, 1998, the Purchaser issued a press release announcing such extension and reporting that approximately 140.5 Units had been tendered pursuant to the Offer to date. A copy of the press release has been filed as Exhibit (a)(5) to this Amendment No. 1 and is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(5) Text of press release issued by the Purchaser on September 25, 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: September 25, 1998 COOPER 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 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(5) Text of press release issued by the Purchaser on September 25, 1998. 4 EX-99.(A)(5) 2 PRESS RELEASE EXHIBIT (A)(5) COOPER 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 COOPER RIVER ANNOUNCEMENT GREENVILLE, SOUTH CAROLINA, September 25, 1998--Cooper River Properties, L.L.C. today announced that it has extended the expiration date of its outstanding tender offers for limited partnership interests in Davidson Growth Plus, L.P., Davidson Income Real Estate, L.P., Davidson Diversified Real Estate I, L.P., Davidson Diversified Real Estate II, L.P. and Davidson Diversified Real Estate III, L.P. The expiration date for each tender offer has been extended to 5:00 p.m., New York time, on Friday October 2, 1998. The offers were previously scheduled to expire at 12:00 midnight on Thursday, September 24, 1998. Cooper River reported, based on information provided by the depositary for the offers, that as of the close of business on September 24, 1998, approximately 2,879 interests had been tendered pursuant to the Davidson Growth Plus offer, approximately 2,614.25 interests had been tendered pursuant to the Davidson Income Real Estate offer, approximately 70.4 interests had been tendered pursuant to the Davidson Diversified Real Estate I offer, approximately 140.5 interests had been tendered pursuant to the Davidson Diversified Real Estate II offer and approximately 219.25 interests had been tendered pursuant to the Davidson Diversified Real Estate III 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-----