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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. 4)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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CONSOLIDATED CAPITAL PROPERTIES V
(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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AMENDMENT NO. 4 TO SCHEDULE 14D-1/AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 4, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on July 30,
1998, as amended by Amendment No. 1 filed with the Commission on August 18,
1998, Amendment No. 2 filed with the Commission on August 27, 1998 and
Amendment No. 3 filed with the Commission on September 2, 1998 (the "Schedule
14D-1") by Cooper 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 March 12, 1998, as amended by
Amendment No. 1 filed with the Commission on July 30, 1998, Amendment No. 2
filed with the Commission on August 18, 1998, Amendment No. 3 filed with the
Commission on August 27, 1998 and Amendment No. 4 filed with the Commission on
September 2, 1998 (and together with the Schedule 14D-1, the "Schedules"). The
Schedules relate to the tender offer of the Purchaser to purchase up to 40,000
of the outstanding units of limited partnership interest (the "Units") of
Consolidated Capital Properties V, at a purchase price of $33 per Unit, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 30, 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 Schedule 14D-1.
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 9, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 9,899 Units
had been tendered pursuant to the Offer to date. A copy of the press release
has been filed as Exhibit (a)(7) to this Amendment No. 4 and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(7) Text of press release issued by the Purchaser on September 9,
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 9, 1998
COOPER 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
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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
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By: Jeffrey P. Cohen, Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(7) Text of press release issued by the Purchaser on
September 9, 1998.
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EXHIBIT (A)(7)
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
GREENVILLE, SOUTH CAROLINA, September 9, 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 Consolidated
Capital Institutional Properties, Consolidated Capital Institutional
Properties/2, Consolidated Capital Institutional Properties/3, Consolidated
Capital Properties III and Consolidated Capital Properties V. 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
5:00 p.m. on Tuesday, September 8, 1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on September 8, 1998,
approximately 9,768.1 interests had been tendered pursuant to the Consolidated
Capital Institutional Properties offer, approximately 59,277.2 interests had
been tendered pursuant to the Consolidated Capital Institutional Properties/2
offer, approximately 23,902.5 interests had been tendered pursuant to the
Consolidated Capital Institutional Properties/3 offer, approximately 15,038.5
interests had been tendered pursuant to the Consolidated Capital Properties III
offer and approximately 9,899 interests had been tendered pursuant to the
Consolidated Capital Properties V 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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