SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 3)
______________________
Century Properties Fund XVIII
(Name of the 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
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 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 _____.
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.
1
<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).
2
<PAGE>
1. Name of Reporting Person
Insignia Financial Group, Inc.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
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(d) of 2(e)
_________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
21,513.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
21,513.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,513.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
28.7%
14. Type of Reporting Person
CO
3
<PAGE>
1. Name of Reporting Person
Insignia Properties, L.P.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
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(d) of 2(e)
_________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared voting Power
21,513.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
21,513.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,513.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
28.7%
14. Type of Reporting Person*
PN
4
<PAGE>
1. Name of Reporting Person
Andrew L. Farkas
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
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(d) of 2(e)
_________
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
None
8. Shared Voting Power
21,513.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
21,513.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,513.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
28.7%
14. Type of Reporting Person
IN
5
<PAGE>
1. Name of Reporting Person
Insignia Commercial Group, Inc.
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
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(d) of 2(e)
_________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
21,513.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
21,513.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,513.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
28.7%
14. Type of Reporting Person
CO
6
<PAGE>
1. Name of Reporting Person
Insignia Properties Trust
S.S. or I.R.S. Identification No. of Above Person
Intentionally Omitted
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(d) of 2(e)
_________
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
None
8. Shared Voting Power
21,513.0 Units of Limited Partnership Interest ("Units")
(See Item 4)
9. Sole Dispositive Power
None
10. Shared Dispositive Power
21,513.0 Units
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,513.0 Units
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
______
13. Percent of Class Represented by Amount in Row (11)
28.7%
14. Type of Reporting Person*
OO
7
<PAGE>
The undersigned hereby amend the statement on Schedule 13D filed on their
behalf on August 29, 1995 with the Securities and Exchange Commission and
amended on January 30, 1996 and February 28, 1996. This amendment is being filed
as a result of the mergers, on December 19, 1996, of Insignia NPI, L.L.C., a
Delaware limited liability company ("Insignia LLC"), with and into Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), and of Insignia
Properties Corporation, a Delaware corporation ("IPC"), with and into Insignia
Properties Trust, a Maryland real estate investment trust ("IPT"). Insignia LLC
and IPC were reporting persons on the Schedule 13D, as previously amended, and
as a result of the mergers are replaced as reporting persons by IPLP and IPT,
respectively, the surviving entities in the mergers.
Item 2. Identity and Background
The following information is hereby added to the information provided in
response to Item 2:
Insignia LLC was merged with and into IPLP on December 19, 1996. The
Managing Member of Insignia LLC was IPC. ICGI was also a Member of Insignia LLC.
Pursuant to the merger, IPC's 99% membership interest in Insignia LLC was
cancelled in exchange for a 99% general partner interest in IPLP, and ICGI's 1%
membership interest in Insignia LLC was cancelled in exchange for a 1% limited
partner interest in IPLP. As a result of the merger all of the Units
beneficially owned by Insignia LLC are now beneficially owned by IPLP, and IPLP
has become a Reporting Person.
Following the merger of Insignia LLC into IPLP, IPC merged with and into
IPT on December 19, 1996. As a result of this merger, IPT now holds the 99%
general partner interest in IPLP formerly held by IPC, and IPT has become a
Reporting Person.
Item 4. Purpose of Transaction
The following information is hereby added to the information provided in
response to Item 4:
Reference is made to Item 2 above.
Item 5. Interest in Securities of the Issuer
The following information is hereby added to the information provided in
response to Item 5:
(c) See Item 2 above.
(e) As a result of the mergers described in Item 2 above, Insignia LLC and
IPC ceased to be a beneficial owners of more than 5% of the securities described
by this Schedule 13D, and IPLP and IPT became beneficial owners of the
securities described by this Schedule 13D.
Item 7. Material to be Filed as Exhibits
The following material is hereby added to the materials provided in
response to Item 7:
(h) Joint Filing Agreement, dated as of January 10, 1997.
8
<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
correct.
Dated: January 15, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES, L.P.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
--------------------
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President and Secretary
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
9
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
99.1 Joint Filing Agreement 11
10
EXHIBIT h
Agreement of Filing of Schedule 13D
Each of the undersigned hereby agrees that the Amendment No. 3 to Schedule
13D dated January 10, 1997, to which this Agreement is attached as Exhibit h,
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 10, 1997
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: General Counsel and Secretary
INSIGNIA PROPERTIES, L.P.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
ANDREW L. FARKAS
/s/ Andrew L. Farkas
--------------------
INSIGNIA COMMERCIAL GROUP, INC.
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President and Secretary
INSIGNIA PROPERTIES TRUST
By: /s/ John K. Lines
-------------------------
Name: John K. Lines
Title: Vice President
11
<PAGE>
SCHEDULE I
Insignia Financial Group, Inc.
DIRECTORS*
Andrew L. Farkas
Chairman of the Board of Directors,
President and Chief Executive Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Robert J. Denison
First Security Management, Inc.
375 Park Avenue
Suite 3303
New York, New York 10158
Robin L. Farkas
730 Park Avenue
New York, New York 10021
Merril M. Halpern
Chairman of the Board and
Co-Chief Executive Officer
Charterhouse Group International, Inc.
535 Madison Avenue
28th Floor
New York, New York 10022
Robert G. Koen
Partner
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
399 Park Avenue
New York, New York 10022
Michael I. Lipstein
Self-Employed
Michael I. Lipstein Associates
110 East 59t Street
Suite 3201
New York, New York 10022
__________________________________
* Each individual is a United States Citizen
12
<PAGE>
DIRECTORS*(cont.)
Buck Mickel
Chairman of the Board and CEO
RSI Holdings, Inc.
Mailing Address:
Fluor Daniel Corporation
301 N. Main Street
5th Floor
Greenville, South Carolina 29601
_____________________________________
* Each individual is a United States Citizen
13
<PAGE>
EXECUTIVE OFFICERS* (other than those listed
above who are also serving as directors)
James A. Aston
Office of the Chairman and Chief
Financial Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Frank M. Garrison
Executive Managing Director; and
President, Financial Services Division
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Jeffrey L. Goldberg
Managing Director, Investment Banking
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Edward S. Gordon
Office of the Chairman; and Chairman,
Edward S. Gordon Company, Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Albert H. Gossett
Senior Vice President and Chief
Information Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Henry Horowitz
Executive Managing Director; and
President, Insignia Commercial Group Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
_____________________________________
* Each individual is a United States Citizen
14
<PAGE>
EXECUTIVE OFFICERS* (cont.)
William H. Jarrard, Jr.
Managing Director,
Partnership Administration
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Neil J. Kreisel
Executive Managing Director; and
President, Insignia Management
Services - New York Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
John K. Lines
General Counsel and Secretary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Martha L. Long
Controller
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Stephen C. Schoenbachler
Senior Vice President, Asset Management
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Thomas R. Shuler
Executive Managing Director; and
President, Management Services Division
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
15
<PAGE>
EXECUTIVE OFFICERS* (cont.)
Stephen B. Siegel
Executive Managing Director; and
President, Edward S. Gordon
Company, Incorporated
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Chief Operating Officer and Treasurer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
16
<PAGE>
Insignia Properties Trust
TRUSTEES*
Frank M. Garrison
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Andrew L. Farkas
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
James A. Aston
President, Insignia Properties Trust
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
EXECUTIVE OFFICERS* (other than those listed above
who are also serving as trustees)
John K. Lines
Vice President
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Scott Kester
Vice President
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Chief Financial Officer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
____________________________________
* Each individual is a United States Citizen
17
<PAGE>
Insignia Commercial Group, Inc.
DIRECTORS*
Andrew L. Farkas
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Henry Horowitz
President, Insignia Commercial Group, Inc.
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
EXECUTIVE OFFICERS* (other than those listed above
who are also serving as directors)
John K. Lines
Vice President and Secretary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Ronald Uretta
Vice President and Treasurer
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
Kelly M. Buechler
Assistant Secretary
Insignia Financial Group, Inc.
Post Office Box 1089
One Insignia Financial Plaza
Greenville, South Carolina 29602
_____________________________________
* Each individual is a United States Citizen.
