-----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, SxUK6KN5NMm/WmdsEqLJDNmL413cYa0Bo8nKHB6Afdh0zlJpshb1RFMx30NekcPk VqPRg1c0biVNyX3beORP2A== 0000950136-98-000178.txt : 19980203 0000950136-98-000178.hdr.sgml : 19980203 ACCESSION NUMBER: 0000950136-98-000178 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980202 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: JOHNSTOWN CONSOLIDATED INCOME PARTNERS CENTRAL INDEX KEY: 0000787621 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943004963 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44545 FILM NUMBER: 98519359 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391513 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED CAPITAL INCOME GROWTH PARTNERS DATE OF NAME CHANGE: 19860401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTOWN CONSOLIDATED INCOME PARTNERS CENTRAL INDEX KEY: 0000787621 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943004963 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44545 FILM NUMBER: 98519360 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391513 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED CAPITAL INCOME GROWTH PARTNERS DATE OF NAME CHANGE: 19860401 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 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. 6) ------------------------------------ JOHNSTOWN/CONSOLIDATED INCOME PARTNERS (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. 6 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 19, 1997, as amended by Amendment No. 1 filed with the Commission on January 15, 1998 and Amendment No. 2 filed with the Commission on January 22, 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. 6 to the Statement on Schedule 13D of the Purchaser, IPLP, IPT, Insignia and Andrew L. Farkas, originally filed with the Commission on December 4, 1995, as amended by Amendment No. 1 filed with the Commission on October 16, 1996, Amendment No. 2 filed with the Commission on April 25, 1997, Amendment No. 3 filed with the Commission on December 19, 1997, Amendment No. 4 filed with the Commission on January 15, 1998 and Amendment No. 5 filed with the Commission on January 22, 1998 (and together with the Schedule 14D-1, the "Schedules"). The Schedules relate to the tender offer of the Purchaser to purchase up to 39,000 of the outstanding units of limited partnership interest (the "Units") of Johnstown/Consolidated Income Partners at a purchase price of $68 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 19, 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, February 6, 1998. On February 2, 1998, the Purchaser issued a press release announcing such extension and reporting that approximately 14,534 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 February 2, 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: February 2, 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. 6 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 February 2, 1998. 4 EX-99.(A)(6) 2 PRESS RELEASE 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 MADISON RIVER ANNOUNCEMENT GREENVILLE, SOUTH CAROLINA, February 2, 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, Johnstown/Consolidated Income Partners, Consolidated Capital Properties V and class A and class B limited partnership interests in Multi- Benefit Realty Fund '87-1. The expiration date for each tender offer has been extended to 5:00 p.m., New York time, on Friday, February 6, 1998. The offers were previously scheduled to expire at 5:00 p.m. on Friday, January 30, 1998. Madison River reported, based on information provided by the depositary for the offers, that as of the close of business on January 30, 1998, approximately 2,232 interests had been tendered pursuant to the Shelter Properties VII offer, approximately 14,533.5 interests had been tendered pursuant to the Johnstown/Consolidated offer, approximately 43,506.8 interests had been tendered pursuant to the Consolidated Capital Properties V offer, approximately 21,450 interests had been tendered pursuant to the Multi-Benefit A offer and approximately 14,184 interests had been tendered pursuant to the Multi- Benefit B 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-----