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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 5)
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CONSOLIDATED CAPITAL GROWTH FUND
(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)
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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
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AMENDMENT NO. 3 TO SCHEDULE 14D-1/AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 3 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. 5 to the
Statement on Schedule 13D of the Purchaser, IPLP, IPT, Insignia and Andrew L.
Farkas, originally filed with the Commission on December 20, 1994, as amended
by Amendment No. 1 filed with the Commission on May 2, 1997, Amendment No. 2
filed with the Commission on December 19, 1997, Amendment No. 3 filed with the
Commission on January 15, 1998 and Amendment No. 4 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 15,000
of the outstanding units of limited partnership interest (the "Units") of
Consolidated Capital Growth Fund at a purchase price of $300 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 expired pursuant to its terms at 5:00 p.m., New York time,
on Friday, January 30, 1998. The Purchaser currently is reviewing the tendered
materials submitted by holders of Units and intends to determine as promptly as
practicable the number of Units validly tendered and not withdrawn pursuant to
the Offer. In accordance with Rule 14e-1(c) under the Securities Exchange Act
of 1934, the Purchaser will promptly pay the consideration due to holders of
those Units that have been accepted for payment. Upon a final determination of
the number of and payment for Units validly tendered, the Purchaser will file a
final Amendment to this Statement reporting the results of the Offer.
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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
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Jeffrey P. Cohen
Manager
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
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Frank M. Garrison
Executive Managing Director
SOLELY FOR PURPOSES OF, AND INSOFAR AS THIS
FILING CONSTITUTES, AMENDMENT NO. 5 TO THE
STATEMENT ON SCHEDULE 13D
/s/ ANDREW L. FARKAS
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By: Jeffrey P. Cohen, Attorney-in-Fact
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