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_____________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
(FINAL AMENDMENT)
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
RIVERCHASE INVESTORS I, LTD.
(Name of Issuer)
COLONIAL REALTY LIMITED PARTNERSHIP
JOHN H. MCCLINTOCK, JR., JAMES H. PUGH, JR., BATTERY PARK CAPITAL CORP.,
THOMAS H. LOWDER, JAMES K. LOWDER AND ROBERT E. LOWDER
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
_________________
Charles A. McGehee J. Warren Gorrell, Jr., Esq.
Colonial Realty Limited Partnership Joseph G. Connolly, Jr., Esq.
2101 6th Avenue North Hogan & Hartson L.L.P.
Suite 750 555 13th Street, N.W.
Birmingham, AL 35203 Washington, D.C. 20004-1109
(202) 637-5600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
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This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3
is being filed as the Final Amendment to the Schedule 13E-3 previously filed
with the Securities and Exchange Commission (the "Commission") on November 9,
1997, and as amended on February 27, 1998, April 17, 1998, May 8, 1998 and May
14, 1998 by Colonial Realty Limited Partnership (the "Purchaser") and John H.
McClintock, Jr., James H. Pugh, Jr., Battery Park Capital Corp., Thomas H.
Lowder, James K. Lowder and Robert E. Lowder, each a general partner (the
"General Partners") of Riverchase Investors I, Ltd. (the "Partnership"), in
connection with the proposed sale (the "Sale) of Riverchase Apartments -- Phase
I (the "Project") by the Partnership to the Purchaser pursuant to a Real Estate
Sales Contract dated September 2, 1997 (the "Sales Contract") between the
Partnership and the Purchaser. Consummation of the Sale will constitute the sale
of substantially all of the assets of the Partnership. The Amended and Restated
Certificate and Agreement of Limited Partnership (the "Partnership Agreement")
of the Partnership provides that the Partnership shall be dissolved upon a sale
of all interests in the Project and any other assets of the Partnership.
Accordingly, the consummation of the Sale will result in the dissolution of the
Partnership and distribution in liquidation as provided in the Partnership
Agreement.
On June 22, 1998, the expiration of the Solicitation Period, /1/ the
Partnership had received unrevoked written consents from Limited Partners owning
(i) 6,011.4 Units (approximately 54.39% of the outstanding Units) to approve
the amendment of the Partnership Agreement to waive the restriction against
selling the Project to an affiliate of any of the General Partners to permit the
sale pursuant to the Sales Contract and (ii) 6,083.4 Units (approximately
55.04% of the outstanding Units) to approve the sale of the Project to the
Purchaser pursuant to the Sales Contract. As a result, the Proposals have
received the requisite approval of the Limited Partners.
The Purchaser will proceed promptly with the consummation of the Sale and
the dissolution of the Partnership.
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/1/ Terms used herein not otherwise defined have the meaning ascribed to them
in the Consent Solicitation Statement dated May 14, 1998, of Riverchase
Investors I, Ltd., filed as Exhibit 7(d) in Amendment No. 4 to this Schedule
13E-3 filing.
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SIGNATURES
After due inquiry, and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
John H. McClintock, Jr.
James H. Pugh, Jr.
Battery Park Capital Corp.
Thomas H. Lowder
James K. Lowder
Robert E. Lowder
GENERAL PARTNERS
Date: July 9, 1998 By: /s/ Thomas A. Lowder
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Thomas A. Lowder
Attorney-in-Fact
Date: July 9, 1998 Colonial Realty Limited Partnership
By: Colonial Properties Holding Company, Inc.
Its General Partner
By: /s/ Charles A. McGehee
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Charles A. McGehee
Executive Vice President
