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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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JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(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, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on December
19, 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 4, 1995, as amended by Amendment No. 1 filed with the Commission on
October 16, 1996, Amendment No. 2 filed with the Commission on April 25, 1997
and Amendment No. 3 filed with the Commission on December 19, 1997 (and together
with the Schedule 14D-1, the "Schedules"). The Schedules relate to the tender
offer of the Purchaser to purchase up to 39,000 of the outstanding units of
limited partnership interest (the "Units") of Johnstown/Consolidated Income
Partners at a purchase price of $68 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 19, 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 entirety 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 9.0%) of the outstanding Units.
(b) None."
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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 Purchase 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."
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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 15, 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. 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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