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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. 4)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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CENTURY PROPERTIES FUND XV
(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. 4 TO SCHEDULE 14D-1/AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 4, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on December
17, 1997, as amended by Amendment No. 1 filed with the Commission on December
18, 1997, Amendment No. 2 filed with the Commission on January 15, 1998 and
Amendment No. 3 filed with the Commission on January 27, 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. 8 to the
Statement on Schedule 13D of the Purchaser, IPLP, IPT, Insignia and Andrew L.
Farkas, originally filed with the Commission on August 29, 1995, as amended by
Amendment No. 1 filed with the Commission on January 30, 1996, Amendment No. 2
filed with the Commission on February 28, 1996, Amendment No. 3 filed with the
Commission on January 16, 1997, Amendment No. 4 filed with the Commission on
December 17, 1997, Amendment No. 5 filed with the Commission on December 18,
1997, Amendment No. 6 filed with the Commission on January 15, 1998 and
Amendment No. 7 filed with the Commission on January 27, 1998 (and together
with the Schedule 14D- 1, the "Schedules"). The Schedules relate to the tender
offer of the Purchaser to purchase up to 36,000 of the outstanding units of
limited partnership interest (the "Units") of Century Properties Fund XV at a
purchase price of $120 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 17,
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. 8 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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