Page 1 of [ ]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
______________________
Century Properties Fund XVI
(Name of Issuer)
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)
August 17, 1995
(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 X.
(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>
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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 46,786.68 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 - 0 -
<PAGE>
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
46,786.68 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
35.99%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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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 46,786.68 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 - 0 -
<PAGE>
Page 5 of [ ]
11. Aggregate Amount Beneficially Owned by Each Reporting Person
46,786.68 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
35.99%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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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 46,786.68 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 - 0 -
<PAGE>
Page 7 of [ ]
11. Aggregate Amount Beneficially Owned by Each Reporting Person
46,786.68 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
35.99%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of [ ]
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 46,786.68 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 - 0 -
<PAGE>
Page 9 of [ ]
11. Aggregate Amount Beneficially Owned by Each Reporting Person
46,786.68 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
35.99%
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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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 46,786.68 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 - 0 -
<PAGE>
Page 11 of [ ]
11. Aggregate Amount Beneficially Owned by Each Reporting Person
46,786.68 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
______
13. Percent of Class Represented by Amount in Row (11)
35.99%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The name of the issuer is Century Properties Fund XVI, a
California limited partnership (the "Partnership"), and the
address of its principal executive offices is c/o National
Property Investors, Inc., 5665 Northside Drive, N.W., Suite 370,
Atlanta, Georgia 30328. The Partnership's general partners are
Fox Capital Management Corporation, a California corporation and
Fox Realty Investors, a California general partnership, both of
which are indirectly controlled by NPI Equity Investments II,
Inc., a Florida corporation (the "General Partner"). The title
of the class of equity securities to which this statement relates
is the Partnership's Units of Limited Partnership Interest
("Units").
Item 2. Identity and Background
The names and business addresses of the persons filing
this statement are (i) Insignia Financial Group, Inc, a Delaware
corporation ("Insignia"), with offices at One Insignia Financial
Plaza, P.O. Box 1089, Greenville, SC 29602; (ii) IFGP
Corporation, a Delaware corporation ("IFGP"), with offices at One
Insignia Financial Plaza, P.O. Box 1089, Greenville, SC 29602;
(iii) Insignia NPI, L.L.C., a Delaware limited liability company
("Insignia LLC"), with offices at One Insignia Financial Plaza,
P.O. Box 1089, Greenville, SC 29602, (iv) Riverside Drive L.L.C.,
a Delaware limited liability company ("Riverside"), with offices
at One Insignia Financial Plaza, P.O. Box 1089, Greenville, SC
29602; and (v) Mr. Andrew L. Farkas, a United States citizen who
is the Chairman, Chief Executive Officer and President of
Insignia and who has an office c/o Insignia (Mr. Farkas, together
with Insignia, IFGP, Insignia LLC and Riverside, are collectively
referred to as the "Reporting Persons"). The name, business
address, present principal occupation or employment and
citizenship of each director and executive officer of Insignia,
IFGP, Insignia LLC and Riverside, other than Mr. Farkas,
(collectively the "Other Officers and Directors") are set forth
on Schedule I. During the past five years no Reporting Person
nor, to the best knowledge of the Reporting Persons, no Other
Officer and Director has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor has
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in
him or it being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Insignia is a
fully integrated real estate service organization which performs
property management, asset management, investor services,
partnership administration, mortgage banking, and real estate
investment banking services for various ownership entities,
including approximately 600 limited partnerships having
approximately 260,000 limited partners. It is the largest
manager of multifamily residential properties in the United
States, managing approximately 208,000 units of multifamily
residential housing similar to those owned by the Partnership,
and is a significant manager of commercial property, managing
more than 64,000,000 square feet of retail and commercial space.
These properties are located in approximately 500 cities and 48
states. Insignia is a public company whose stock is traded on
the NASDAQ National Market System under the symbol IFGI. It
specializes in asset value maximization in securitized real
estate entities such as the Partnership.
Item 3. Sources and Amount of Funds or Other Consideration
See Item 4 for a description of the consideration to be
paid in connection with the consummation of the transactions
described therein, including the acquisition of the Units and
control of the General Partner.
Item 4. Purpose of Transaction
On August 17, 1995, Insignia, IFGP, Insignia LLC,
Riverside and certain affiliates (collectively, the "Buyer")
entered into the Partnership Units Purchase Agreement, the NPI
Inc. Stock Purchase Agreement and certain related agreements (the
Partnership Units Purchase Agreement and the NPI Inc. Stock
Purchase Agreement are collectively referred to as the "Purchase
Agreements") with National Property Investors Inc., a Delaware
corporation ("NPI Inc."), DeForest Ventures I L.P., a Delaware
limited partnership ("Ventures I"), DeForest Ventures II L.P., a
Delaware limited partnership ("Ventures II"), and certain
affiliates (collectively, "NPI"). Pursuant to the terms and
conditions of the Purchase Agreements, upon the closing (the
"Closing") of the transactions contemplated by the Purchase
Agreements, Buyer will acquire (a) all of the units of limited
partnership interest in 14 public real estate limited
partnerships held by NPI (the "public partnerships"), including
the Partnership, (b) all of the issued and outstanding common
stock of NPI Inc., which in turn controls, directly or
indirectly, the General Partner and the general partners of the
public partnerships, and (c) all of the general and limited
partnership interests of two affiliates of NPI which provide real
estate management services. The aggregate purchase price payable
at the Closing is approximately $116,000,000, subject to certain
purchase price adjustments as provided for in the Purchase
Agreements, including a reduction for payment by Buyer of any
amounts borrowed by Ventures I and Ventures II from PaineWebber
Real Estate Securities Inc. ("PaineWebber") which remain unpaid
on the date of the Closing. In connection with the execution of
the Purchase Agreements, an affiliate of Insignia entered into a
participation agreement with PaineWebber pursuant to which it
agreed to purchase from PaineWebber a subordinated participation
in the senior financing provided by PaineWebber to Ventures I and
Ventures II for an aggregate purchase price equal to $16,239,296.
The sale of the Units is scheduled to close in January
1996, subject to the satisfaction of customary conditions
precedent contained in the Purchase Agreements, including the
absence of any material adverse changes in the financial
condition and operations of NPI, the obtaining of approvals of
certain regulatory agencies and the satisfaction of other
conditions not within the control of the parties to the
agreement. However, there can be no assurance that the
transaction will be consummated in January 1996 or at all.
Pursuant to the terms and conditions of the Purchase
Agreements, NPI has agreed, subject to its fiduciary duties when
acting as general partner of the public partnerships and as may
be required by the provisions of the partnership agreement of any
public partnership, and except as provided in a certain
settlement agreement entered into in connection with a final
court order, dated May 19, 1995, regarding litigation over tender
offers made by NPI for units in the public partnerships, that
until the Closing NPI will vote all general and limited
partnership interests owned or controlled by NPI in any public
partnership in which NPI is entitled to vote against and shall
not take any action to cause (a) any merger, consolidation,
reorganization, other business combination, or recapitalization
involving NPI or any public partnership, (b) any dissolution,
liquidation, or termination of NPI or any public partnership, (c)
any sale of any assets of NPI or any public partnership other
than certain sales expressly permitted by the Purchase
Agreements, (d) the amendment of the agreements of limited
partnership, certificates of incorporation or other similar
organizational documents of NPI or any public partnership, (e)
any change in the general partner of NPI or any public
partnership, or (f) any proposition the effect of which may be to
inhibit, prohibit, restrict, or delay the consummation of any of
the transactions contemplated by the Purchase Agreements or
impair the contemplated benefits to Insignia and its affiliates
of the transactions contemplated by the Purchase Agreements.
Because the Purchase Agreements provide that the Buyer may waive
compliance with the foregoing covenants, the Reporting Persons
may be deemed to share voting power with respect to the Units of
the Partnership held by NPI.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to be the
beneficial owner of an aggregate of 46,786.68 Units of the
Partnership, constituting approximately 35.99% of the Units
outstanding. Mr. Farkas is the Chairman, Chief Executive Officer
and President of Insignia and is the beneficial owner of
approximately 41% of its outstanding common stock. Accordingly,
Mr. Farkas may be deemed to control Insignia and to beneficially
own the Units to the extent that Insignia may be deemed to
beneficially own such Units. Apart from the transaction
described in Item 4, there have been no transactions in Units by
any Reporting Person or, to the best knowledge of the Reporting
Persons, any of the Other Officers and Directors, in the past
sixty days.
(b) See Item 4.
(c) See Item 4.
(d) Until the Closing, NPI will remain the beneficial
owner of the Units and will have the right to receive any
distributions made by the Partnership.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
See Item 4.
Item 6. Material to be Filed as Exhibits
(a) Joint Filing Agreement, dated as of August 28, 1995.
(b) Partnership Units Purchase Agreement, dated as of
August 17, 1995, among Insignia, Insignia LLC, Riverside,
Ventures I, Ventures II and the other parties named therein
incorporated by reference to Exhibit B to the Reporting Persons'
Schedule 13D filed with the Securities and Exchange Commission on
August 29, 1995 with respect to the Reporting Persons' ownership
interest in National Property Investors II.
(c) NPI Inc. Stock Purchase Agreement, dated as of August
17, 1995, among Insignia, IFGP and the other parties named
therein incorporated by reference to Exhibit C to the Reporting
Persons' Schedule 13D filed with the Securities and Exchange
Commission on August 29, 1995 with respect to the Reporting
Persons' ownership interest in National Property Investors II.
<PAGE>
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: August 28, 1995
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>
EXHIBIT INDEX
Exhibit Description Page
(a)<PAGE>
Joint Filing Agreement, dated as
of August 28, 1995.<PAGE>
12<PAGE>
(b)<PAGE>
Partnership Units Purchase
Agreement, dated as of August 17,
1995, among Insignia, Insignia
LLC, Riverside, Ventures I,
Ventures II and the other parties
named therein.<PAGE>
(1)
<PAGE>
(c) NPI Inc. Stock Purchase
Agreement, dated as of August 17,
1995, among Insignia, IFGP and
the other parties named therein.<PAGE>
(2)
___________________________
(1) Incorporated by reference to Exhibit B to the Reporting
Persons' Schedule 13D filed with the Securities and Exchange
Commission on August 29, 1995 with respect to the Reporting
Persons' ownership interest in National Property Investors
II.
(2) Incorporated by reference to Exhibit C to the Reporting
Persons' Schedule 13D filed with the Securities and Exchange
Commission on August 29, 1995 with respect to the Reporting
Persons' ownership interest in National Property Investors
II.<PAGE>
EXHIBIT A
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the Schedule
13D dated August 28, 1995, to which this Agreement is attached as
Exhibit A, 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: August 28, 1995
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>
<TABLE>
<CAPTION>
Schedule I
Insignia Financial Group, Inc.
Directors*
<S> <C> <C>
Andrew L. Farkas Robert G. Koen
Chairman, CEO and President Partner
Insignia Financial Group, Inc. LeBoeuf, Lamb,
Greene & MacRae
Post Office Box 1089 125 West 55th
Street
One Insignia Financial Plaza New York, New York
10019
Greenville, South Carolina 29602
Michael I.
Lipstein
John F. Jacques Self-Employed
Office of the Chairman Michael I.
Lipstein Associates
Insignia Financial Group, Inc. 110 East 59th
Street
Post Office Box 1089 Suite 3201
One Insignia Financial Plaza New York, New York
10022
Greenville, South Carolina 29602
Buck Mickel
Robin L. Farkas Chairman of the
Board and CEO
730 Park Avenue RSI Holdings, Inc.
New York, New York 10021 Mailing Address:
Fluor Daniel
Corporation
Merril M. Halpern 301 N. Main Street
Chairman of the Board and 5th Floor
Co-Chief Executive Officer Greenville, South
Carolina 29601
Charterhouse Group International,
Inc.
535 Madison Avenue John A. Sprague
28th Floor Independent
Investor
New York, New York 10022 Jupiter Partners,
L.P.
30 Rockefeller
Plaza
Suite 4525
New York, New York
10112
* Each individual is a United States citizen.
</TABLE>
<TABLE>
<CAPTION>
Executive Officers (other than those listed
above who are also serving as directors)*
<S> <C> <C>
Frank M. Garrison Henry Horowitz
Executive Managing Director Managing Director
- -
Insignia Financial Group, Inc. Commercial
Property Management
Post Office Box 1089 Insignia Financial
Group, Inc.
One Insignia Financial Plaza Post Office Box
1089
Greenville, South Carolina 29602 One Insignia
Financial Plaza
Greenville, South
Carolina 29602
Thomas R. Shuler
Executive Managing Director James A. Aston
Insignia Financial Group, Inc. Office of the
Chairman
Post Office Box 1089 Insignia Financial
Group, Inc.
One Insignia Financial Plaza Post Office Box
1089
Greenville, South Carolina 29602 One Insignia
Financial Plaza
Greenville, South
Carolina 29602
Jeffrey L. Goldberg
Managing Director - Investment John K. Lines
Banking General Counsel
Insignia Financial Group, Inc. Insignia Financial
Group, Inc.
Post Office Box 1089 Post Office Box
1089
One Insignia Financial Plaza One Insignia
Financial Plaza
Greenville, South Carolina 29602 Greenville, South
Carolina 29602
William H. Jarrard, Jr. S. Richard Sargent
Managing Director - Asset Vice President -
Human Resources
Management and Partnership Insignia Financial
Group, Inc.
Administration Post Office Box
1089
Insignia Financial Group, Inc. One Insignia
Financial Plaza
Post Office Box 1089 Greenville, South
Carolina 29602
One Insignia Financial Plaza
Greenville, South Carolina 29602
Albert H. Gossett
Vice President -
Chief Information Officer
Ronald Uretta Insignia Financial
Group, Inc
Chief Financial Officer Post Office Box
1089
Insignia Financial Group, Inc. One Insignia
Financial Plaza
Post Office Box 1089 Greenville, South
Carolina 29602
One Insignia Financial Plaza
Greenville, South Carolina 29602
* Each individual is a United States citizen.
John M. Beam, Jr.
President of Mortgage Banking Subsidiary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
</TABLE>
<TABLE>
<CAPTION>
IFGP Corporation
Director*
<S> <C> <C>
William H. Jarrard, Jr.
(see above)
Officers*
John K. Lines Kelly M. Buechler
Vice President/Secretary Assistant
Secretary
(see above) Insignia Financial
Group, Inc.
Post Office Box
1089
Timothy R. Garrick One Insignia
Financial Plaza
Vice President Greenville, South
Carolina 29602
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Martha Long
Treasurer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
* Each individual is a United States citizen.<PAGE>
Insignia NPI, L.L.C.
Directors
(not yet named)
Officers*
James A. Aston Ronald Uretta
President Vice
President/Treasurer
(see above) (see above)
John K. Lines Andrea Stegall
Vice President/Secretary Assistant
Secretary
(see above) Insignia Financial
Group, Inc.
Post Office Box
1089
One Insignia
Financial Plaza
Greenville, South
Carolina 29602
Riverside Drive L.L.C.
Directors
(not yet named)
Officers
(not yet named)
* Each individual is a United States citizen.
</TABLE>
