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Previous: ABS INDUSTRIES INC /DE/, 8-K, 1996-01-30 |
Next: STATE FARM MUTUAL AUTOMOBILE INSURANCE CO, SC 13G/A, 1996-01-30 |
Page 1 of 23
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
______________________
Century Properties Fund XV
LIMITED PARTNERSHIP UNITS
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
______________________
John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, SC 29602
(803) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box _____.
Check the following box if a fee is being paid with the statement
_____.<PAGE>
Page 2 of 23
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
<PAGE>
Page 3 of 23
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia Financial Group, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units of
Beneficially Limited Partnership
Owned by Each Interest ("Units") (See
Reporting Item 4)
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
<PAGE>
Page 4 of 23
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 23
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
IFGP Corporation
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power - 0 -
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power - 0 -
<PAGE>
Page 6 of 23
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 23
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia NPI, L.L.C.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
<PAGE>
Page 8 of 23
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 23
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Riverside Drive L.L.C.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
<PAGE>
Page 10 of 23
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 23
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Andrew L. Farkas
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
United States
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
<PAGE>
Page 12 of 23
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
IN
<PAGE>
Page 13 of 23
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia Commercial Group, Inc.
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
<PAGE>
Page 14 of 23
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 15 of 23
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Insignia Properties Corporation
2. Check the Appropriate Box if a Member of a Group*
(a)
(b) X
3. SEC Use Only
4. Sources of Funds*
BK
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
6. Citizenship or Place of Organization
Delaware
Number 7. Sole Voting Power - 0 -
of
Shares 8. Shared Voting Power 35,473.1700 Units
Beneficially
Owned by Each
Reporting
Person With
9. Sole Dispositive Power - 0 -
10. Shared Dispositive Power 35,473.1700
Units
<PAGE>
Page 16 of 23
11. Aggregate Amount Beneficially Owned by Each Reporting Person
35,473.1700 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
39.4%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 17 of 23
Item 1. Security and Issuer
The following information is hereby added to the information
provided in response to Item 1:
The new address of the principal executive offices of the
Issuer is c/o Insignia Financial Group, Inc., One Insignia
Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602.
Item 2. Identity and Background
The following information is hereby added to the information
provided in response to Item 2:
The names and business addresses of the additional persons
filing this statement are (i) Insignia Commercial Group, Inc., a
Delaware corporation ("ICGI"), with offices at One Insignia
Financial Plaza, P.O. Box 1089, Greenville, SC 29602 and Insignia
Properties Corporation, a Delaware corporation ("IPC"), with
offices at One Insignia Financial Plaza, P.O. Box 1089,
Greenville, SC 29602. Both ICGI and IPC are included within the
defined term "Reporting Persons."
The executive officers of both ICGI and IPC are: William H.
Jarrard, Jr., Director and President; Ronald Uretta, Vice
President and Treasurer; and John K. Lines, Vice President and
Secretary. See Schedule I for information concerning their
respective business addresses, present principal occupations or
employment and citizenship.
Insignia is a public company whose stock is traded on the New
York Stock Exchange under the symbol IFS.
Item 3. Source and Amount of Funds or Other Consideration
The following information is hereby added to the information
provided in response to Item 3:
All of the funds used in making the purchase of the Units and
Unit loans, $8,880,521, were drawn under a revolving credit
facility established by a syndicate of lenders for the benefit of
Insignia Financial Group, Inc., with First Union National Bank of
South Carolina as Administrative Agent and Lehman Commercial
Paper, Inc. as Syndication Agent.
Page 18 of 23
Item 4. Purpose of Transaction
The following information is hereby added to the information
provided in response to Item 4:
On January 19 and 22, 1996, the closing of the transactions
contemplated by the Partnership Units Purchase Agreement, the NPI
Inc. Stock Purchase Agreement, collectively referred to as the
"Purchase Agreements", and certain related agreements, occurred.
Item 5. Interest in Securities of the Issuer
The following information is hereby added to the information
provided in response to Item 5:
(a) The Reporting Persons may be deemed to be the
beneficial owner of the aggregate number of Units set forth in
Row 11 of the Cover Page, equalling the percentage ownership set
forth in Row 13 of the Cover Page.
(c) On January 19, 1996, Insignia LLC purchased
35,473.1700 Units of the Issuer. Insignia LLC paid approximately
$250.35 per unit for the Units.
(d) See Item 4.
Item 7. Material to be Filed as Exhibits
The following material is hereby added to the materials
provided in response to Item 7:
(d) Joint Filing Agreement, dated as of January 30, 1996.
(e) Press Release, incorporated by reference to Exhibit E
to the Reporting Persons' Amendment Number 1 to Schedule 13D
filed with the Securities and Exchange Commission on January 30,
1996 with respect to the Reporting Persons' ownership interest in
National Property Investors II.
(f) Credit Agreement, dated as of December 11, 1995, among
Insignia Financial Group, Inc., First Union National Bank of
South Carolina, and Lehman Commercial Paper Inc., incorporated by
reference to Exhibit 10.1 to the Form 8-K filed by Insignia
Financial Group, Inc. with the Securities and Exchange Commission
on January 30, 1996.
<PAGE>
Page 19 of 23
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and accurate.
Dated: January 30, 1996
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
IFGP CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President/Secretary
INSIGNIA NPI, L.L.C.
By: INSIGNIA FINANCIAL GROUP, INC.,
member
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
RIVERSIDE DRIVE, L.L.C.
By: INSIGNIA NPI, L.L.C.
By: INSIGNIA FINANCIAL GROUP, INC.,
member
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
/s/ Andrew L. Farkas
Andrew L. Farkas<PAGE>
Page 20 of 23
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary
INSIGNIA PROPERTIES CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary<PAGE>
Page 21 of 23
EXHIBIT INDEX
Exhibit Description Page
(d) Joint Filing Agreement 22
(e) Press Release (1)
(f) Credit Agreement, dated as of December 11, 1995,
among Insignia Financial Group, Inc., First Union
National Bank of South Carolina, and Lehman
Commercial Paper Inc. (2)
_________________________
(1) Incorporated by reference to Exhibit E to the Reporting
Persons' Amendment Number 1 to Schedule 13D filed with the
Securities and Exchange Commission on January 30, 1996 with
respect to the Reporting Persons' ownership interest in
National Property Investors II.
(2) Incorporated by reference to Exhibit 10.1 to the Form 8-K
filed by Insignia Financial Group, Inc. with the Securities
and Exchange Commission on January 30, 1996.<PAGE>
Page 22 of 23
EXHIBIT D
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the
Amendment Number 1 to Schedule 13D dated January 30, 1996 to
which this Agreement is attached as Exhibit D, may be filed on
behalf of each such person.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
Dated: January 30, 1996
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
IFGP CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President/Secretary
INSIGNIA NPI, L.L.C.
By: INSIGNIA FINANCIAL GROUP, INC.,
member
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
<PAGE>
Page 23 of 23
RIVERSIDE DRIVE, L.L.C.
By: INSIGNIA NPI, L.L.C.
By: INSIGNIA FINANCIAL GROUP, INC.,
member
By: /s/ John K. Lines
Name: John K. Lines
Title: General Counsel and Secretary
/s/ Andrew L. Farkas
Andrew L. Farkas
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary
INSIGNIA PROPERTIES CORPORATION
By: /s/ John K. Lines
Name: John K. Lines
Title: Vice President and Secretary<PAGE>
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