<PAGE>
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. 3)
------------------------------------
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
(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
------------------------------------
<PAGE>
This Amendment No. 3 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 and Amendment No. 2 filed with the Commission on January 15, 1998
(the "Statement") by Madison River Properties, L.L.C. (the "Purchaser"),
Insignia Properties, L.P., Insignia Properties Trust and Insignia Financial
Group, Inc., relating to the tender offer of the Purchaser to purchase up to
7,000 of the outstanding units of limited partnership interest (the "Units")
of Shelter Properties VII Limited Partnership at a purchase price of $350 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 original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on
Friday, January 30, 1998. On January 26, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 2,191 Units
had been tendered pursuant to the Offer to date. A copy of the press release
has been filed as Exhibit (a)(6) to this Amendment No. 3 and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(6) Text of press release issued by the Purchaser on
January 26, 1998.
2
<PAGE>
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 26, 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
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(6) Text of press release issued by the Purchaser
on January 26, 1998.
4
<PAGE>
EXHIBIT (A)(6)
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 26, 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 Friday,
January 30, 1998. The offers were previously scheduled to expire at 5:00 p.m.
on Monday, January 26, 1998.
Madison River reported, based on information provided by the
depositary for the offers, that as of the close of business on January 23,
1998, approximately 2,191 interests had been tendered pursuant to the Shelter
Properties VII offer, approximately 2,803.6 interests had been tendered
pursuant to the Century Properties XIV offer, approximately 4,168 interests
had been tendered pursuant to the Century Properties XV offer and
approximately 5,175.5 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.
# # #
