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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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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. 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
19, 1997, as amended by Amendment No. 1 filed with the Commission on January
15, 1998 and Amendment No. 2 filed with the Commission on January 22, 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 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, Amendment No. 3
filed with the Commission on December 19, 1997, Amendment No. 4 filed with the
Commission on January 15, 1998 and Amendment No. 5 filed with the Commission on
January 22, 1998 (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.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer has been extended to 5:00 p.m., New York time, on Friday,
February 6, 1998. On February 2, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 14,534 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. 3 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 2, 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 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. 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
- ----------- -----------
(a)(6) Text of press release issued by the Purchaser on February 2, 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 2, 1998--Madison River
Properties, L.L.C. today announced that it has extended the expiration date of
its outstanding tender offers for limited partnership interests in Shelter
Properties VII Limited Partnership, Johnstown/Consolidated Income Partners,
Consolidated Capital Properties V and class A and class B limited partnership
interests in Multi- Benefit Realty Fund '87-1. The expiration date for each
tender offer has been extended to 5:00 p.m., New York time, on Friday, February
6, 1998. The offers were previously scheduled to expire at 5:00 p.m. on Friday,
January 30, 1998.
Madison River reported, based on information provided by the
depositary for the offers, that as of the close of business on January 30,
1998, approximately 2,232 interests had been tendered pursuant to the Shelter
Properties VII offer, approximately 14,533.5 interests had been tendered
pursuant to the Johnstown/Consolidated offer, approximately 43,506.8 interests
had been tendered pursuant to the Consolidated Capital Properties V offer,
approximately 21,450 interests had been tendered pursuant to the Multi-Benefit
A offer and approximately 14,184 interests had been tendered pursuant to the
Multi- Benefit B 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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