-----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, TMIAkZ/Hvjo2TAfeDYQ9k59JwfLvawoGOkqfirdtslHN5E0HeaNl05FUyfhYu1Z6 qimQU9v7mI2VKz4mAfjmKQ== 0000950134-98-008319.txt : 19981029 0000950134-98-008319.hdr.sgml : 19981029 ACCESSION NUMBER: 0000950134-98-008319 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981028 SROS: NONE GROUP MEMBERS: APARTMENT INVESTMENT & MGMT CO GROUP MEMBERS: COOPER RIVER PROPERTIES LLC GROUP MEMBERS: INSIGNIA PROPERTIES LP GROUP MEMBERS: INSIGNIA PROPERTIES TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PENSION INCOME FUND XXIV CENTRAL INDEX KEY: 0000780590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942984976 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-54631 FILM NUMBER: 98732071 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 BELLAIRE ST 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 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 AMENDMENT NO. 2 TO SCHEDULE 14D1 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. 2) ----------------------------------- CENTURY PENSION INCOME FUND XXIV (Name of Subject Company) COOPER RIVER PROPERTIES, L.L.C. INSIGNIA PROPERTIES, L.P. INSIGNIA PROPERTIES TRUST APARTMENT INVESTMENT AND MANAGEMENT COMPANY (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (Cusip Number of Class of Securities) ----------------------------------- PATRICK J. FOYE EXECUTIVE VICE PRESIDENT APARTMENT INVESTMENT AND MANAGEMENT COMPANY 1873 SOUTH BELLAIRE STREET, 17TH FLOOR DENVER, COLORADO 80222 (303) 757-8101 (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 ----------------------------------- 2 AMENDMENT NO. 2 TO SCHEDULE 14D-1 This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on September 29, 1998, as amended by Amendment No. 1 filed with the Commission on October 19, 1998 (the "Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P., Insignia Properties Trust and Apartment Investment and Management Company ("AIMCO") relating to the tender offer of the Purchaser for up to 33,000 of the outstanding units of limited partnership interest (the "Units") of Century Pension Income Fund XXIV, 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 September 29, 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 Monday, November 16, 1998. On October 28, 1998, the Purchaser issued a press release announcing such extension and reporting that approximately 716 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. 2 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 October 28, 1998. 2 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: October 28, 1998 COOPER RIVER PROPERTIES, L.L.C. By: Insignia Properties, L.P., its managing member By: Insignia Properties Trust, its general partner By: /s/ PATRICK J. FOYE ----------------------------- Patrick J. Foye Executive Vice President INSIGNIA PROPERTIES, L.P. By: Insignia Properties Trust, its general partner By: /s/ PATRICK J. FOYE ----------------------------- Patrick J. Foye Executive Vice President INSIGNIA PROPERTIES TRUST By: /s/ PATRICK J. FOYE ----------------------------- Patrick J. Foye Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PATRICK J. FOYE ----------------------------- Patrick J. Foye Executive Vice President 3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(6) Text of press release issued by the Purchaser on October 28, 1998.
EX-99.(A)(6) 2 TEXT OF PRESS RELEASE ISSUED BY PURCHASER-10/28/98 1 Exhibit (a)(6) COOPER RIVER PROPERTIES, L.L.C. 1873 South Bellaire Street 17th Floor Denver, Colorado 80222 CONTACT: Edward McCarthy of Beacon Hill Partners, Inc. (212) 843-8500 FOR IMMEDIATE RELEASE COOPER RIVER ANNOUNCEMENT DENVER, COLORADO, October 28, 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 Century Pension Income Fund XXIV, Drexel Burnham Lambert Real Estate Associates III and VMS Investors First-Staged Equity L.P. II. The expiration date for each tender offer has been extended to 5:00 p.m., New York time, on Monday, November 16, 1998. The offers were previously scheduled to expire at 12:00 midnight on Tuesday, October 27, 1998. Cooper River reported, based on information provided by the depositary for the offers, that as of the close of business on October 27, 1998, approximately 716 interests had been tendered pursuant to the Century Pension Income Fund XXIV offer, approximately 1,931 interests had been tendered pursuant to the Drexel Burnham Lambert Real Estate Associates III offer and approximately 2,927.5 interests had been tendered pursuant to the VMS Investors First-Staged Equity L.P. II 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-----