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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. 3)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
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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. 3 TO SCHEDULE 14D-1/AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 3, 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 and Amendment No. 2 filed with the Commission on February 9, 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. 6 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 and Amendment No. 5 filed with the Commission on February 9,
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").
The following Items of the Schedule 14D-1 are hereby supplemented
and/or amended as follows:
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) This statement relates to an offer by Madison River Properties,
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 145,000 of the outstanding units of limited partnership interest ("Units") of
the Partnership 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") as supplemented by the
Supplement to the Offer to Purchase dated February 13, 1998 (the "Supplement")
and the related Assignment of Partnership Interest (which, together with any
supplements or amendments, collectively constitute the "Offer"), copies of which
are filed as Exhibits (a)(1), (a)(7) and (a)(2), respectively. The information
set forth in the Offer to Purchase under "Introduction" and the information set
forth in the Supplement is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 10 ("Conflicts of Interest and Transactions with
Affiliates"), in Section 13 ("Background of the Offer") and in the Supplement is
incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 8 ("Future Plans of Insignia, IPT and the Purchaser")
and in the Supplement is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) The information set forth in the Offer to Purchase, the Supplement
and the Assignment of Partnership Interest, copies of which are filed as
Exhibits (a)(1), (a)(7) and (a)(2), respectively, is incorporated herein by
reference in its entirety.
The Offer has been extended to 5:00 p.m., New York time, on Friday,
February 27, 1998. On February 13, 1998, the Purchaser issued a press release
announcing such extension and reporting that
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approximately 48,923.1 Units had been tendered pursuant to the Offer to date. A
copy of the press release has been filed as Exhibit (a)(8) and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(7) Supplement, dated February 13, 1998.
(a)(8) Text of press release issued by the Purchaser on February 13,
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 13, 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. 6 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
EXHIBIT NO. DESCRIPTION
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(a)(7) Supplement, dated February 13, 1998.
(a)(8) Text of press release issued by the Purchaser on
February 13, 1998.
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EXHIBIT (A)(7)
Supplement to the
Offer to Purchase
Up to 145,000 Units of Limited Partnership Interest
of
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3,
a California limited partnership
at
$85 NET PER UNIT
by
MADISON RIVER PROPERTIES, L.L.C.
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THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD HAVE BEEN
EXTENDED AND NOW WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON FRIDAY,
FEBRUARY 27, 1998, UNLESS THE OFFER IS FURTHER EXTENDED.
================================================================================
FEBRUARY 13, 1998
To: The Limited Partners of
Consolidated Capital Institutional Properties/3
This document supplements and updates the Offer to Purchase, dated
December 31, 1997, previously sent to you. It contains important information
that should be read carefully by you. Capitalized terms used in this document
and not otherwise defined have the same meanings as in the Offer to Purchase.
As discussed in the Offer to Purchase, the Partnership has been
marketing for sale the Lamplighter Park Apartments Complex located in Bellevue,
Washington (the "Lamplighter Park Property"). On February 12, 1998, the
Partnership entered into a non-binding letter of intent providing for the sale
of the Lamplighter Park Property for a cash sale price of $13,525,000. The sale
of the property is subject to a number of conditions, including the negotiation
and execution of a definitive contract and completion to the buyer's
satisfaction of title searches and physical inspections. Accordingly, the
Purchaser does not know if the sale will be completed, or whether, if the sale
is completed, the final sale price will be different. The sale price
contemplated by the letter of intent represents a substantial premium over the
Purchaser's estimate (which was $8,074,000) of the value of the Lamplighter Park
Property contained in the Offer to Purchase.
If the proposed sale price for the Lamplighter Park Property of
$13,525,000 were substituted for the Purchaser's estimated value of $8,074,000,
the Purchaser's pro forma liquidation analysis described in Section 13 of the
Offer to Purchase would produce a net liquidation value per Unit of $133.21. The
Purchaser does not know whether the property valuation reflected in the proposed
sale price for the Lamplighter Park Property is aberrational or reflects a new
change in market conditions. If there has been a change in market conditions,
the Purchaser's estimate of the net liquidation value per Unit may be unduly
conservative (low), possibly by a substantial amount, because the Purchaser's
estimates of the fair market values of the other properties described in the
Offer to Purchase also may be low.
The Purchaser expects that, consistent with prior practice, if the
Lamplighter Park Property is sold the General Partner will distribute to the
partners in the Partnership of substantially all of the net proceeds from the
sale, after payment of applicable expenses and the setting aside of appropriate
reserves, approximately 30 days after the closing. The General Partner has
advised the Purchaser that no definitive plans exist in this regard; however,
the Purchaser estimates that the likely amount of such a distribution would be
approximately $23.50 per Unit payable in May or June 1998. Limited Partners who
sell their Units pursuant to the Offer will not be eligible to receive any such
distribution, which would be payable instead to the Purchaser as the new owner
of the Units.
Limited Partners who have not yet tendered their Units may do so by
following the procedures described in Section 3 of the Offer to Purchase.
Limited Partners who have tendered their Units and now wish to withdraw them may
do so by following the procedures described in Section 4 of the Offer to
Purchase.
MADISON RIVER PROPERTIES, L.L.C.
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EXHIBIT (A)(8)
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
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GREENVILLE, SOUTH CAROLINA, February 13, 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 27, 1998. The
offer was previously scheduled to expire at 5:00 p.m. on Friday, February 13,
1998.
Madison River reported, based on information provided by the depositary
for the offer, that as of the close of business on February 12, 1998,
approximately 48,923.1 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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