<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INVESTMENT PROPERTIES ASSOCIATES
- --------------------------------------------------------------------------------
(Name of Issuer)
Participations in Limited Partnership Interests
- --------------------------------------------------------------------------------
(Title of Class of Securities)
461430 10 0
- --------------------------------------------------------------------------------
(CUSIP Number)
Joshua J. Mintz, Esq.
General Counsel
John D. and Catherine T. MacArthur Foundation
140 South Dearborn Street, Suite 1100
Chicago, Illinois 60603
(312) 726-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 1997
- --------------------------------------------------------------------------------
(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 this statement / /. (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.)
Page 1 of 9 Pages
<PAGE> 2
CUSIP No. 461430 10 0 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. and Catherine T. MacArthur Foundation
I.R.S. Identification No. 23-7093598
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/ (b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS /__/
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER 7 SOLE VOTING POWER
OF 87,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 87,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 87,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE> 3
Page 3 of 9 Pages
SCHEDULE 13D
This Schedule 13D is being filed with the Securities and Exchange
Commission (the "Commission") by the John D. and Catherine T. MacArthur
Foundation (the "Foundation") to report the acquisition and ownership of 5% or
more of the outstanding securities referred to in Item 1 below received as a
dividend in 1984 and not previously reported on a Schedule 13D or Schedule 13G.
The securities may or may not be voting securities for purposes of Section
13(d) under the Securities Exchange Act of 1934 (as more fully described in
Item 1 below). In light of the Foundation's current intention to dispose of
some or all such securities at various times in the upcoming period (as more
fully described in Item 4 below), the Foundation has determined to file this
Schedule 13D for informational purposes.
The number of securities owned by the Foundation and its percentage
interest have routinely been reported by the Issuer in its Form 10-Ks.
ITEM 1. SECURITY AND ISSUER.
This statement relates to participation interests ("Participation
Interests") which are beneficial interests in the sole limited partner of
Investment Properties Associates, a New York limited partnership ("the
Issuer"). The address of the principal executive offices of the Issuer is 60
East 42nd Street, New York, New York 10165.
The Limited Partnership Agreement of the Issuer vests the right to control
the Issuer in its general partners. However, as stated in Item 12 of the
Issuer's Form 10-K, the Limited Partnership Agreement provides for
modifications or amendments of the Limited Partnership Agreement to occur upon
obtaining the consents or affirmative votes of specified percentages of the
general partners, the special limited partners and the Participation Interests,
each voting as a class. This Schedule 13D is being filed to the extent that
the Participation Interests may be considered as voting securities by virtue of
the above-described provisions of the Limited Partnership Agreement.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by the Foundation which is an Illinois
not-for-profit corporation incorporated on October 27, 1970 exclusively for
charitable, religious, literary, scientific and educational purposes. The
address of the principal office of the Foundation is John D. and Catherine T.
MacArthur Foundation, 140 South Dearborn Street, Suite 1100, Chicago, Illinois
60603. The Foundation is an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986 (the "Code") and is classified as a private
foundation under Section 509(a) of the Code.
Bankers Life & Casualty Company ("Bankers") or one of its many
subsidiaries acquired an aggregate 87,000 Participation Interests in two
separate transactions: 48,000 Participation Interests in January, 1970 and
39,000 Participation Interests in March, 1971. All of the common stock of
<PAGE> 4
Page 4 of 9 Pages
Bankers was initially owned by John D. MacArthur and later a grantor trust that
he formed. Mr. MacArthur died on January 6, 1978. On December 1, 1978, 100%
of the stock of Bankers was transferred by his grantor trust to the Foundation.
On October 30, 1984, the Foundation sold 100% of the stock of Bankers to
I.C.H. Corporation. Immediately before the closing of such sale Bankers made an
extraordinary dividend of various properties and assets to the Foundation,
including the 87,000 Participation Interests. The Foundation has held these
Participation Interests since that time.
To the best of the Foundation's knowledge, neither Bankers nor the
Foundation has previously filed a Schedule 13D or 13G with respect to the
Participation Interests and this Schedule 13D shall not be deemed an admission
that any such previous filing was required.
The name, residence or business address, present principal occupation or
employment (and the name, principal business and address of any other
organization in which such employment is conducted) and the citizenship of each
of the executive officers and directors of the Foundation, are set forth in
Schedule A attached hereto.
During the last five years, neither the Foundation nor, to the best
knowledge of the Foundation, any of the executive officers or directors of the
Foundation, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The transfer by Bankers of the Participation Interests to the Foundation
on or about October 30, 1984 was a portion of an extraordinary dividend to the
Foundation and thus did not involve payment of consideration by the Foundation.
ITEM 4. PURPOSE OF TRANSACTION.
As contemplated in paragraph (a) of Item 4 of Schedule 13D, the Foundation
has decided to commence sales in the market of its Participation Interests and
dispose of all or some portion of its Participation Interests over a period of
time. Such dispositions of its Participation Interests will likely occur in
multiple transactions. Other than the foregoing, the Foundation does not have
any specific plans or proposals that relate to or would result in any of the
matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
To the best knowledge of the Foundation, none of the executive
officers or directors of the Foundation has any specific plans or
proposals that relate to or would result in any of the matters described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
<PAGE> 5
Page 5 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Foundation beneficially owns 87,000
Participation Interests, which represents approximately 10.6% of the
outstanding Participation Interests. This percentage is based upon an
aggregate of 820,000 Participation Interests being issued and outstanding
according to the Form 10-K filed by the Issuer with the Commission on April 16,
1997 for the calendar year ending December 31, 1996 and the Form 10-Q filed by
the Issuer with the Commission on June 17, 1997 for the quarter ending March
31, 1997.
To the best knowledge of the Foundation, none of the executive officers or
directors of the Foundation owns any Participation Interests.
(b) The Foundation has the sole power to vote and dispose of all of the
Participation Interests which it owns.
(c) The Foundation has not effected during the past 60 days any
transaction in any Participation Interests. To the best knowledge of the
Foundation, no executive officer or director of the Foundation has effected any
transaction in Participation Interests during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Foundation, its executive officers or directors
or, to the best knowledge of the Foundation, between such persons and any other
persons with respect to securities of the Issuer of a nature required to be
disclosed by Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no exhibits to this Schedule 13D.
<PAGE> 6
Page 6 of 9 Pages
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
correct.
JOHN D. AND CATHERINE T. MACARTHUR
FOUNDATION
June 23, 1997
By: /s/ Lawrence L. Landry
---------------------------------
Lawrence L. Landry
Its: Vice-President/Chief Financial
Officer
<PAGE> 7
Page 7 of 9 Pages
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF JOHN D. AND CATHERINE T. MACARTHUR FOUNDATION
Set forth below are the name, residence or business address, present
principal occupation or employment, and the name, principal business and
address of any other organization in which such employment is conducted, of
each executive officer and director of the Foundation. Each person listed
below is a citizen of the United States.
<TABLE>
<CAPTION>
Name and Residence Principal Occupation or Employment
- ------------------ ----------------------------------
<S> <C>
John E. Corbally, Ph.D. John D. and Catherine T. MacArthur Foundation
1507 151st Place, S.E. Retired President
Mill Creek, Washington 98012
Drew Saunder Days, III Yale Law School(2)
149 East Rock Road Alfred M. Rankin Professor of Law
New Haven, Connecticut 06511
William H. Foege, M.D. Emory University(3)
2191 El Dorado Drive, N.E. Rollins School of Public Health
Atlanta, Georgia 30345 Department of International Health
Professor
James M. Furman John D. and Catherine T. MacArthur Foundation
8100 East Camelback Road, No. 87 Retired Executive Vice President
Scottsdale, Arizona 85251
Murray Gell-Mann, Ph.D. Santa Fe Institute(4)
1001 Camino Pinones Science Board Professor and Co-Chairman
Santa Fe, New Mexico 87505
Alan M. Hallene Montgomery Elevator International
1903 Glenwood Drive Retired President and Director
Moline, Illinois 61265
Paul Harvey ABC Radio(5)
1035 Park Avenue News Commentator
River Forest, Illinois 60305
John P. Holdren, Ph.D. Harvard University(6)
11 Old Colony Place John F. Kennedy School of Government
Falmouth, Massachusetts 02540 Teresa and John Heinz Professor of
Environmental Policy
Director of Program in Science, Technology and
Public Affairs
Shirley Mount Hufstedler, Esq. Morrison & Foerster(7)
720 West Inverness Drive Senior Counsel
Flintridge, California 91011
</TABLE>
<PAGE> 8
Page 8 of 9 Pages
SCHEDULE A
CONTINUED
EXECUTIVE OFFICERS AND DIRECTORS
OF JOHN D. AND CATHERINE T. MACARTHUR FOUNDATION
<TABLE>
<CAPTION>
<S> <C>
Lawrence L. Landry John D. and Catherine T. MacArthur Foundation(1)
1962 Portage Landing North Vice President and Chief Financial Officer
North Palm Beach, Florida 33408
Sara Lawrence-Lightfoot, Ph.D. Harvard University(8)
18 Rutland Square Graduate School of Education
Boston, Massachusetts 02118 Professor of Education
Paul E. Lingenfelter John D. and Catherine T. MacArthur Foundation(1)
1120 Wisconsin Avenue Vice President for Human and Community
Oak Park, Illinois 60304 Development
William E. Lowry John D. and Catherine T. MacArthur Foundation(1)
1023A West Vernon Park Place Vice President for Human Resources and
Chicago, Illinois 60607 Administration
Margaret E. Mahoney MEM Associates, Inc.(9)
65 East 76th Street President
New York, New York 10021
Elizabeth J. McCormack Rockefeller Family & Associates(10)
870 United Nations Plaza Associate
New York, New York 10017
Joshua J. Mintz, Esq. John D. and Catherine T. MacArthur Foundation(1)
5531 North Lakewood Avenue General Counsel
Chicago, Illinois 60640
Victor Rabinowitch John D. and Catherine T. MacArthur Foundation(1)
1212 North Lake Shore Drive Senior Vice President
Apartment No. 10A-S
Chicago, Illinois 60610
George A. Ranney, Jr., Esq. Inland Steel Company(11)
18202 West Casey Road General Counsel
Grayslake, Illinois 60030
Rebecca R. Riley John D. and Catherine T. MacArthur Foundation(1)
399 Fullerton Parkway Vice President for Civic Affairs
No. 2-E
Chicago, Illinois 60614
Adele Simmons John D. and Catherine T. MacArthur Foundation(1)
643 West Arlington Place President
Chicago, Illinois 60614
</TABLE>
<PAGE> 9
Page 9 of 9 Pages
SCHEDULE A
CONTINUED
EXECUTIVE OFFICERS AND DIRECTORS
OF JOHN D. AND CATHERINE T. MACARTHUR FOUNDATION
Thomas C. Theobald William Blair Capital Partners(12)
2430 Lakeview Avenue Investor and Partner
Chicago, Illinois 60614
Laura D'Andrea Tyson, Ph.D. University of California(13)
2015 Los Angeles Avenue Professor of Economics
Berkeley, CA 94707
Woodward A. Wickham John D. and Catherine T. MacArthur Foundation (1)
2400 North Lake View Avenue Vice President for Public Affairs
Apartment No. 3002
Chicago, Illinois 60614
(1) Executive officers of the Foundation whose business address is 140 South
Dearborn Street, Suite 1100, Chicago, Illinois 60603.
(2) The address of Yale Law School is Box 208215, 127 Wall Street, Room 331, New
Haven, Connecticut 06520-8215.
(3) The address of Emory University, Rollins School of Public Health is 1518
Clifton Road, 7th Floor, Atlanta, Georgia 30322.
(4) The address of Santa Fe Institute is 1399 Hyde Park Road, Santa Fe,
New Mexico 87501.
(5) The address of ABC Radio is 333 North Michigan Avenue, Suite 1600, Chicago,
Illinois 60601.
(6) The address of Harvard University, John F. Kennedy School of Government is
79 JFK Street, Cambridge, Massachusetts 02138.
(7) The address of Morrison & Foerster is 555 West 5th Street, Suite 3500, Los
Angeles, California 90013-1024.
(8) The address of Harvard University, Graduate School of Education is Room 463,
Gutman Library, Appian Way, Cambridge, Massachusetts 02138.
(9) The address of MEM Associates, Inc. is 521 5th Avenue, Suite 2010, New York,
New York 10175.
(10) The address of Rockefeller Family & Associates is 30 Rockefeller Plaza, New
York, New York 10012.
(11) The address of Inland Steel Company is 30 West Monroe, 19th Floor, Chicago,
Illinois 60603.
(12) The address of William Blair Capital Partners is 222 West Adams,
Suite 3300, Chicago, Illinois 60606.
(13) The address of the University of California is Haas School of Business,
S545, Berkeley, California 94720-1900.
