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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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DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES III
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(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. 2 TO SCHEDULE 14D-1
This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on September
29, 1998, as amended by Amendment No. 1 filed with the Commission on October 19,
1998 (the "Statement") by Cooper River Properties, L.L.C. (the "Purchaser"),
Insignia Properties, L.P., Insignia Properties Trust and Apartment Investment
and Management Company ("AIMCO") relating to the tender offer of the Purchaser
for up to 20,000 of the outstanding units of limited partnership interest (the
"Units") of Drexel Burnham Lambert Real Estate Associates 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 September 29, 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
Monday, November 16, 1998. On October 28, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 1,931 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. 2 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 October
28, 1998.
2
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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: October 28, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(6) Text of press release issued by the Purchaser on October 28, 1998.
</TABLE>
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Exhibit (a)(6)
COOPER RIVER PROPERTIES, L.L.C.
1873 South Bellaire Street
17th Floor
Denver, Colorado 80222
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
DENVER, COLORADO, October 28, 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 Century Pension Income Fund
XXIV, Drexel Burnham Lambert Real Estate Associates III and VMS Investors
First-Staged Equity L.P. II. The expiration date for each tender offer has been
extended to 5:00 p.m., New York time, on Monday, November 16, 1998. The offers
were previously scheduled to expire at 12:00 midnight on Tuesday, October 27,
1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on October 27, 1998,
approximately 716 interests had been tendered pursuant to the Century Pension
Income Fund XXIV offer, approximately 1,931 interests had been tendered pursuant
to the Drexel Burnham Lambert Real Estate Associates III offer and approximately
2,927.5 interests had been tendered pursuant to the VMS Investors First-Staged
Equity L.P. II 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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