<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
------------------------------------
CENTURY PROPERTIES FUND XVIII
(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)
------------------------------------
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
------------------------------------
<PAGE>
AMENDMENT NO. 1 TO 14D-1/AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 1, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on December
17, 1997 (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 August
30, 1995, as amended by Amendment No. 1 filed with the Commission on January
31, 1996, Amendment No. 2 filed with the Commission on February 27, 1996,
Amendment No. 3 filed with the Commission on January 16, 1997 and Amendment
No. 4 filed with the Commission on December 17, 1997 (and together with the
Schedule 14D-1, the "Schedules"). The Schedules relate to the tender offer of
the Purchaser to purchase up to 30,000 of the outstanding units of limited
partnership interest ("Units") of Century Properties Fund XVIII, at a purchase
price of $70 per Unit, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to 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
Schedule 14D-1 and the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 12:00 midnight, New York time, on
Friday, January 16, 1998. On December 18, 1997, the Purchaser issued a press
release announcing such extension and reporting that no Units had been
tendered pursuant to the Offer. A copy of the press release has been filed as
Exhibit (a)(5) to this Amendment No. 1 and is incorporated herein by reference
in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(5) Text of press release issued by the Purchaser on December 18,
1997.
2
<PAGE>
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: December 18, 1997
MADISON RIVER PROPERTIES, L.L.C.
By: /s/ JEFFREY P. COHEN
------------------------------------------
Jeffrey P. Cohen
Manager
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ JEFFREY P. COHEN
------------------------------------------
Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
------------------------------------------
Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
------------------------------------------
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
--------------------------------------------
By: Jeffrey P. Cohen, Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(5) Text of press release issued by the Purchaser on
December 18, 1997.
4
<PAGE>
EXHIBIT (a)(5)
MADISON RIVER PROPERTIES, L.L.C.
P.O. Box 19059
Greenville, SC 29602
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
GREENVILLE, SOUTH CAROLINA, December 18, 1997--Madison River
Properties, L.L.C. today announced that, due to an Executive Order declaring
December 26th a federal holiday, it has extended the expiration date of its
outstanding tender offers for limited partnership interests in Century
Properties Fund XIV, Century Properties Fund XV, Century Properties Fund XVIII
and Shelter Properties VII Limited Partnership by one day to 12:00 midnight on
January 16, 1998. The offers were previously scheduled to expire at 12:00
midnight on Thursday, January 15, 1998. Because the offers were commenced only
yesterday, no interests have yet been tendered.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.
# # #
