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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. 2)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
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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)
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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. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 2, 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 (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. 6 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 and Amendment No.5 filed
with the Commission on December 18, 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
(the "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 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.
The following Items of the Schedule 14D-1 are hereby supplemented
and/or amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
The first sentence of the eighth paragraph in Section 11 ("Certain
Information Concerning the Purchaser, IPLP, IPT and Insignia") of the Offer to
Purchase is hereby amended and restated in its entirety as follows:
"The principal executive offices of IPT and IPLP are located
at One Insignia Financial Plaza, P.O. Box 19059, Greenville,
South Carolina 29602, and the telephone number of each is
(864) 239-1300."
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Sub-items (a), (b), (c) and (e) are hereby amended and restated in
their entirety as follows:
"(a) The Purchaser has no plans with respect to an extraordinary
corporate transaction of the Partnership. The information set forth in the
Offer to Purchase under "Introduction" and in Section 8 ("Future Plans of
Insignia, IPT and the Purchaser") is incorporated herein by reference.
(b),(e) The information set forth in the Offer to Purchase under
"Introduction" and in Section 8 ("Future Plans of Insignia, IPT and the
Purchaser") is incorporated herein by reference.
(c) Not applicable."
ITEM 10. ADDITIONAL INFORMATION.
(f) The first sentence of Section 5 ("Extension of Tender Period;
Termination; Amendment") of the Offer to Purchase is hereby amended and
restated in its entirety as follows:
"The Purchaser (which is an affiliate of the General Partner)
expressly reserves the right, in its sole discretion, at any
time and from time to time (i) to extend the period of time
during which the Offer is open and thereby delay acceptance
for payment of, and the payment for, validly tendered Units,
(ii) to terminate the Offer if any condition referred to in
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Section 14 has not been satisfied or upon the occurrence of
any event specified in Section 14, and (iii) to amend the
Offer in any respect (including, without limitation, by
increasing the consideration offered, increasing or
decreasing the number of Units being sought, or both)."
The first paragraph of Section 9 ("Certain Information Concerning the
Partnership") of the Offer to Purchase is hereby amended by deleting the second
sentence, which contains the Purchaser's disclaimer as to financial
information.
Finally, the third paragraph of Section 13 ("Background of the Offer")
is hereby supplemented by inserting the following at the end of the paragraph:
"The Purchaser's determination of the Purchase Price was
based on its review and analysis of the foregoing
information, the other financial information and analyses
concerning the Partnership summarized below. In determining
the Purchase Price, the Purchaser did not rely upon any
material, non-public information concerning the Partnership
not summarized below or elsewhere in this Offer to Purchase."
The Offer has been extended to 5:00 p.m., New York time, on Monday,
January 26, 1998. On January 15, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 4,352 Units had been
tendered pursuant to the Offer to date. A copy of the press release has been
filed as Exhibit (a)(5) to this Amendment No. 2 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
January 15, 1998.
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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: January 15, 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. 6 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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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(5) Text of press release issued by the Purchaser on
January 15, 1998.
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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, January 15, 1998--Madison River Properties,
L.L.C. today announced that it has extended the expiration date of its
outstanding tender offers for limited partnership interests in Shelter
Properties VII Limited Partnership, Century Properties Fund XIV, Century
Properties Fund XV and Century Properties Fund XVIII. The expiration date for
each tender offer has been extended to 5:00 p.m., New York time, on Monday,
January 26, 1998. The offers were previously scheduled to expire at 12:00
midnight on Thursday, January 15, 1998.
Madison River reported, based on information provided by the depositary
for the offers, that as of the close of business on January 14, 1998,
approximately 1,496 interests had been tendered pursuant to the Shelter
Properties VII offer, approximately 2,155.9 interests had been tendered
pursuant to the Century Properties XIV offer, approximately 2,809 interests
had been tendered pursuant to the Century Properties XV offer and
approximately 4,351.5 interests had been tendered pursuant to the Century
Properties XVIII offer.
For further information, please contact Beacon Hill Partners at
(800) 854-9486, which is acting as the Information Agent for the offers.
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