-----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, Esz2JM3+JlNegiRUsGvXANEKMdsEgb5gUtXtHc3f9mGh9Md2p0oWJGIlDHGKuoIQ 5637heR9J4/Mbfr/UKvmZg== 0000950136-98-000166.txt : 19980202 0000950136-98-000166.hdr.sgml : 19980202 ACCESSION NUMBER: 0000950136-98-000166 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980130 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: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 CENTRAL INDEX KEY: 0000768890 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942940208 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47007 FILM NUMBER: 98518303 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 3 CENTRAL INDEX KEY: 0000768890 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942940208 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-47007 FILM NUMBER: 98518304 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29802 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. 1) AND SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) ------------------------------------ CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 (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. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 4 TO SCHEDULE 13D This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on December 31, 1997 (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. 4 to the Statement on Schedule 13D of the Purchaser, IPLP, IPT, Insignia and Andrew L. Farkas, originally filed with the Commission on December 19, 1994, as amended by Amendment No. 1 filed with the Commission on October 4, 1996, Amendment No. 2 filed with the Commission on April 28, 1997 and Amendment No. 3 filed with the Commission on December 31, 1997 (and together with the Schedule 14D-1, the "Schedules"). The Schedules relate to the tender offer of the Purchaser to purchase up to 145,000 of the outstanding units of limited partnership interest (the "Units") of Consolidated Capital Institutional Properties/3 at a purchase price of $85 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 31, 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. The following Items of the Schedule 14D-1 are hereby supplemented and/or amended as follows: ITEM 2. IDENTITY AND BACKGROUND. The first sentence of the eighth paragraph in Section 11 ("Certain Information Concerning the Purchaser, IPLP, IPT and Insignia") of the Offer to Purchase is hereby amended and restated in its entirely as follows: "The principal executive offices of IPT and IPLP are located at One Insignia Financial Plaza, P.O. Box 19059, Greenville, South Carolina 29602, and the telephone number of each is (864) 239-1300." ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Sub-items (a), (b), (c) and (e) are hereby amended and restated in their entirety as follows: "(a) The Purchaser has no plans with respect to an extraordinary corporate transaction of the Partnership. The information set forth in the Offer to Purchase under "Introduction" and in Section 8 ("Future Plans of Insignia, IPT and the Purchaser") is incorporated herein by reference. (b),(e) The information set forth in the Offer to Purchase under "Introduction" and in Section 8 ("Future Plans of Insignia, IPT and the Purchaser") is incorporated herein by reference. (c) Not applicable." ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Sub-items (a) and (b) are hereby amended and restated in their entirety as follows: "(a) The information set forth in the Offer to Purchase under "Introduction," in Section 11 ("Certain Information Concerning the Purchaser, IPLP, IPT and Insignia") is incorporated herein by reference. IPLP currently owns 11,632 (or approximately 11.3%) of the outstanding Units. (b) The information set forth in the Offer to Purchase under "Introduction," in Section 11 ("Certain Information Concerning the Purchaser, IPLP, IPT and Insignia") and in Schedule I to the Offer to Purchse is incorporated herein by reference." ITEM 10. ADDITIONAL INFORMATION. (f) The first sentence of Section 5 ("Extension of Tender Period; Termination; Amendment") of the Offer to Purchase is hereby amended and restated in its entirety as follows: "The Purchaser (which is an affiliate of the General Partner) expressly reserves the right, in its sole discretion, at any time and from time to time (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, validly tendered Units, (ii) to terminate the Offer if any condition referred to in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14, and (iii) to amend the Offer in any respect (including, without limitation, by increasing the consideration offered, increasing or decreasing the number of Units being sought, or both)." The first paragraph of Section 9 ("Certain Information Concerning the Partnership") of the Offer to Purchase is hereby amended by deleting the second sentence, which contains the Purchaser's disclaimer as to financial information. Finally, the second paragraph of Section 13 ("Background of the Offer") is hereby supplemented by inserting the following at the end of the paragraph: "The Purchaser's determination of the Purchaser Price was based on its review and analysis of the foregoing information, the other financial information and analyses concerning the Partnership summarized below. In determining the Purchase Price, the Purchaser did not rely upon any material, non- public information concerning the Partnership not summarized below or elsewhere in this Offer to Purchase." (f) The Offer has been extended to 5:00 p.m., New York time, on Friday, February 6, 1998. On January 30, 1998, the Purchaser issued a press release announcing such extension and reporting that approximately 36,521.4 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 January 30, 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 30, 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. 4 TO THE STATEMENT ON SCHEDULE 13D /s/ ANDREW L. FARKAS ---------------------------------------- By: Jeffrey P. Cohen, Attorney-in-Fact 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(5) Text of press release issued by the Purchaser on January 30, 1998. 4 EX-99.(A)(5) 2 PRESS RELEASE EXHIBIT (A)(5) 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 30, 1998--Madison River Properties, L.L.C. today announced that it has extended the expiration date of its outstanding tender offer for limited partnership interests in Consolidated Capital Institutional Properties/3. The expiration date for the tender offer has been extended to 5:00 p.m., New York time, on Friday, February 6, 1998. The offer was previously scheduled to expire at 12:00 midnight on Thursday, January 29, 1998. Madison River reported, based on information provided by the depositary for the offer, that as of the close of business on January 29, 1998, approximately 36,521.4 interests had been tendered pursuant to the 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-----