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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)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
(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)
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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
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on December 31, 1997, as
amended by Amendment No. 1 filed with the Commission on January 30, 1998 (the
"Schedule 14D-1") by Madison 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 December 19, 1994, as
amended by Amendment No. 1 filed with the Commission on October 4, 1996,
Amendment No. 2 filed with the Commission on April 28, 1997, Amendment No. 3
filed with the Commission on December 31, 1997 and Amendment No. 4 filed with
the Commission on January 30, 1998 (and together with the Schedule 14D-1, the
"Schedules"). The Schedules relate to the tender offer of the Purchaser to
purchase up to 145,000 of the outstanding units of limited partnership interest
(the "Units") of Consolidated Capital Institutional Properties/3 at a purchase
price of $85 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 31, 1997 (the
"Offer to Purchase") and the related Assignment of Partnership Interest (which,
together with any supplements or amendments, collectively constitute the
"Offer").
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on
Friday, February 13, 1998. On February 9, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 48,229 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 February 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: February 9, 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
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
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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
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EXHIBIT NO. DESCRIPTION
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(a)(6) Text of press release issued by the Purchaser on
February 9, 1998.
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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
MADISON RIVER ANNOUNCEMENT
GREENVILLE, SOUTH CAROLINA, February 9, 1998--Madison River
Properties, L.L.C. today announced that it has extended the expiration date of
its outstanding tender offer for limited partnership interests in Consolidated
Capital Institutional Properties/3. The expiration date for the tender offer
has been extended to 5:00 p.m., New York time, on Friday, February 13, 1998.
The offer was previously scheduled to expire at 5:00 p.m. on Friday, February
6, 1998.
Madison River reported, based on information provided by the
depositary for the offer, that as of the close of business on February 6, 1998,
approximately 48,229.3 interests had been tendered pursuant to the offer.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offer.
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