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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. 4)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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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 LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 4 TO SCHEDULE 14D-1/AMENDMENT NO. 7 TO SCHEDULE 13D
This Amendment No. 4, which 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, Amendment No. 2 filed with the Commission on February 9, 1998 and
Amendment No. 3 filed with the Commission on February 13, 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. 7 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, Amendment No. 4 filed with the Commission on
January 30, 1998, Amendment No. 5 filed with the Commission on February 9, 1998
and Amendment No. 6 filed with the Commission on February 13, 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 expired pursuant to its terms at 5:00 p.m., New York
time, on Friday, February 27, 1998. The Purchaser currently is reviewing the
tendered materials submitted by holders of Units and intends to determine as
promptly as practicable the number of Units validly tendered and not withdrawn
pursuant to the Offer. In accordance with Rule 14e-1(c) under the Securities
Exchange Act of 1934, the Purchaser will promptly pay the consideration due to
holders of those Units that have been accepted for payment. Upon a final
determination of the number of and payment for Units validly tendered, the
Purchaser will file a final Amendment to this Statement reporting the results
of the Offer.
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: March 2, 1998
MADISON RIVER PROPERTIES, L.L.C.
By: /s/ JEFFREY P. COHEN
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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. 7 TO THE
STATEMENT ON SCHEDULE 13D
/s/ ANDREW L. FARKAS
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By: Jeffrey P. Cohen, Attorney-in-Fact
