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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)
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ANGELES INCOME PROPERTIES, LTD. III
(Name of Subject Company)
COOPER 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 LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on August 12, 1998, as
amended by Amendment No. 1 filed with the Commission on August 13, 1998 (the
"Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia
Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Insignia
Financial Group, Inc. relating to the tender offer of the Purchaser to purchase
up to 30,000 of the outstanding units of limited partnership interest (the
"Units") of Angeles Income Properties, Ltd. III at a purchase price of $75 per
Unit, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated August 12, 1998 (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 original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on
Friday, September 18, 1998. On September 10, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 9,743 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 September 10,
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: September 10, 1998
COOPER 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
3
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(5) Text of press release issued by the Purchaser on September 10,
1998.
4
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EXHIBIT (a)(5)
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COOPER 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
COOPER RIVER ANNOUNCEMENT
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GREENVILLE, SOUTH CAROLINA, September 10, 1998--Cooper River
Properties, L.L.C. today announced that it has extended the expiration date of
its outstanding tender offers for limited partnership interests in Angeles
Income Properties, Ltd. III, Angeles Income Properties, Ltd. IV, Angeles
Opportunity Properties, Ltd., Angeles Partners IX and Angeles Partners XI. The
expiration date for each tender offer has been extended to 5:00 p.m., New York
time, on Friday, September 18, 1998. The offers were previously scheduled to
expire at 12:00 midnight on Wednesday, September 9, 1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on September 9, 1998,
approximately 9,743 interests had been tendered pursuant to the Angeles Income
Properties, Ltd. III offer, approximately 7,412 interests had been tendered
pursuant to the Angeles Income Properties, Ltd. IV offer, approximately 558
interests had been tendered pursuant to the Angeles Opportunity Properties,
Ltd. offer, approximately 891 interests had been tendered pursuant to the
Angeles Partners IX offer and approximately 6,524 interests had been tendered
pursuant to the Angeles Partners XI 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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