As filed with the Securities and Exchange Commission on March 11, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
AMENDMENT NO. 5
HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
(Name of the Issuer)
HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
HALL FINANCIAL GROUP, INC.
HALL APARTMENT ASSOCIATES, INC.
CRAIG HALL
(Name of the Person(s) Filing Statement)
Units of Limited Partnership NONE
Interests
(Title of Class of Securities) (CUSIP Number of Class of Securities)
----------------------------
Larry Levey Donald L. Braun
Hall Institutional Mortgage Fund Hall Financial Group, Inc.
Limited Partnership 750 North St. Paul
4455 East Camelback Road Suite 200
Suite A-200 Dallas, Texas 75201
Phoenix, Arizona 85018 (214) 953-1155
(602)840-0060
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Roger D. Arnold, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue
Suite 4100
Dallas, Texas 75201
(214)969-2800
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
<PAGE>
CALCULATION OF FILING FEE
Transaction Amount of filing fee:
valuation: $
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: Page 1 of 2
Form or Registration No.:
Filing Party:
Date Filed:
<PAGE>
INTRODUCTION
This Amendment No. 5 amends the Rule 13e-3 Transaction Statement
(this "Statement"), which was filed with the Securities and Exchange
Commission on October 16, 1996, as amended on January 24, 1997,
February 21, 1997 and March 17, 1997 by Hall Institutional Mortgage Fund
Limited Partnership, an Arizona limited partnership (the "Partnership"),
the issuer of the limited partnership units (the "Units") which are the
subject of this Rule 13e-3 transaction, Hall Financial Group, Inc., a
Delaware corporation and an affiliate of the Partnership (the "Purchaser"),
Hall Apartment Associates, Inc., a Texas corporation and the managing
general partner of the Partnership ("Hall Apartment Associates"), and Craig
Hall, the controlling shareholder of both Hall Apartment Associates and the
Purchaser. This Amendment is being filed in connection with the
completion of the Rule 13e-3 transaction, pursuant to which on May 23,
1997, the Purchaser purchased substantially all of the non-cash assets of
the Partnership and the Partnership was dissolved and liquidated. A
distribution of $1,370 per Unit was made on that date. The terms and
conditions of the Rule 13e-3 transaction are described in the definitive
solicitation materials mailed to unitholders on March 7, 1997, and filed on
that date with the Commission under cover of Schedule 14A (the
"Solicitation Statement"). All capitalized terms not defined herein shall
have those meanings assigned to them in the Solicitation Statement.
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 as of June 2, 1997.
HALL INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP, an Arizona limited partnership
By: HALL PENSION FUND ASSOCIATES, LTD.,
its General Partner
By:HALL 1985 MANAGEMENT ASSOCIATES,
LIMITED PARTNERSHIP, its General Partner
By: HALL APARTMENT ASSOCIATES, INC.,
its General Partner
By: /s/Larry Levey
---------------------------------
Larry Levey
Vice President
HALL FINANCIAL GROUP, INC.
By: /s/Donald L. Braun
--------------------------
Donald L. Braun
Chief Financial Officer
<PAGE>
HALL APARTMENT ASSOCIATES, INC.
By: /s/Larry Levey
--------------------------
Larry Levey
Vice President
/s/Craig Hall
---------------------------------
Craig Hall
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