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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. 1)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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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. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on December 31, 1997
(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. 4
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 and Amendment No. 3
filed with the Commission on December 31, 1997 (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"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Offer to Purchase and the
Schedule 14D-1.
The following Items of the Schedule 14D-1 are hereby supplemented
and/or amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
The first sentence of the eighth paragraph in Section 11 ("Certain
Information Concerning the Purchaser, IPLP, IPT and Insignia") of the Offer
to Purchase is hereby amended and restated in its entirely as follows:
"The principal executive offices of IPT and IPLP are
located at One Insignia Financial Plaza, P.O. Box 19059,
Greenville, South Carolina 29602, and the telephone number
of each is (864) 239-1300."
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Sub-items (a), (b), (c) and (e) are hereby amended and restated in
their entirety as follows:
"(a) The Purchaser has no plans with respect to an extraordinary
corporate transaction of the Partnership. The information set forth in the
Offer to Purchase under "Introduction" and in Section 8 ("Future Plans of
Insignia, IPT and the Purchaser") is incorporated herein by reference.
(b),(e) The information set forth in the Offer to Purchase under
"Introduction" and in Section 8 ("Future Plans of Insignia, IPT and the
Purchaser") is incorporated herein by reference.
(c) Not applicable."
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Sub-items (a) and (b) are hereby amended and restated in their
entirety as follows:
"(a) The information set forth in the Offer to Purchase under
"Introduction," in Section 11 ("Certain Information Concerning the Purchaser,
IPLP, IPT and Insignia") is incorporated herein by reference. IPLP currently
owns 11,632 (or approximately 11.3%) of the outstanding Units.
(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 11 ("Certain Information Concerning the Purchaser,
IPLP, IPT and Insignia") and in Schedule I to the Offer to Purchse is
incorporated herein by reference."
ITEM 10. ADDITIONAL INFORMATION.
(f) The first sentence of Section 5 ("Extension of Tender Period;
Termination; Amendment") of the Offer to Purchase is hereby amended and
restated in its entirety as follows:
"The Purchaser (which is an affiliate of the General
Partner) expressly reserves the right, in its sole discretion,
at any time and from time to time (i) to extend the period
of time during which the Offer is open and thereby delay
acceptance for payment of, and the payment for, validly
tendered Units, (ii) to terminate the Offer if any
condition referred to in Section 14 has not been satisfied
or upon the occurrence of any event specified in Section 14,
and (iii) to amend the Offer in any respect (including,
without limitation, by increasing the consideration offered,
increasing or decreasing the number of Units being sought,
or both)."
The first paragraph of Section 9 ("Certain Information Concerning
the Partnership") of the Offer to Purchase is hereby amended by deleting
the second sentence, which contains the Purchaser's disclaimer as to
financial information.
Finally, the second paragraph of Section 13 ("Background of the Offer")
is hereby supplemented by inserting the following at the end of the paragraph:
"The Purchaser's determination of the Purchaser Price was
based on its review and analysis of the foregoing information,
the other financial information and analyses concerning the
Partnership summarized below. In determining the Purchase
Price, the Purchaser did not rely upon any material, non-
public information concerning the Partnership not summarized
below or elsewhere in this Offer to Purchase."
(f) The Offer has been extended to 5:00 p.m., New York time, on
Friday, February 6, 1998. On January 30, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 36,521.4
Units had been tendered pursuant to the Offer to date. A copy of the press
release has been filed as Exhibit (a)(5) to this Amendment No. 1 and is
incorporated herein by reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(5) Text of press release issued by the Purchaser on
January 30, 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: January 30, 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,
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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. 4 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
- ----------- -----------
(a)(5) Text of press release issued by the Purchaser on January 30, 1998.
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EXHIBIT (A)(5)
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
GREENVILLE, SOUTH CAROLINA, January 30, 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 6, 1998. The
offer was previously scheduled to expire at 12:00 midnight on Thursday, January
29, 1998.
Madison River reported, based on information provided by the
depositary for the offer, that as of the close of business on January 29, 1998,
approximately 36,521.4 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 offers.
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