CONSOLIDATED CAPITAL PROPERTIES V
SC 14D1/A, 1998-02-10
REAL ESTATE INVESTMENT TRUSTS
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                       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. 4)

                      ------------------------------------


                       CONSOLIDATED CAPITAL PROPERTIES V
                           (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

                      ------------------------------------








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         This Amendment No. 4 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on December 19, 1997, as
amended by Amendment No. 1 filed with the Commission on January 15, 1998,
Amendment No. 2 filed with the Commission on January 22, 1998 and Amendment No.
3 filed with the Commission on February 2, 1998 (the "Statement") by Madison
River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT") and Insignia Financial Group, Inc.
("Insignia"), relating to the tender offer of the Purchaser to purchase up to
70,000 of the outstanding units of limited partnership interest (the "Units")
of Consolidated Capital Properties V at a purchase price of $30 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 19, 1997 (the "Offer to Purchase") and
the related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer").


ITEM 10.  ADDITIONAL INFORMATION.

         (f) The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Friday, February 6, 1998. The Purchaser currently is reviewing the
tendered materials submitted by holders of Units and intends to determine as
promptly as practicable the number of Units validly tendered and not withdrawn
pursuant to the Offer. In accordance with Rule 14e-1(c) under the Securities
Exchange Act of 1934, the Purchaser will promptly pay the consideration due to
holders of those Units that have been accepted for payment. Upon a final
determination of the number of and payment for Units validly tendered, the
Purchaser will file a final Amendment to this Statement reporting the results
of the Offer.



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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:  February 9, 1998


                                              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





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