SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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DAVIDSON GROWTH PLUS, L.P.
(Name of Subject Issuer)
DGP ACQUISITION, L.L.C.
INSIGNIA FINANCIAL GROUP, INC.
IB HOLDING, INC.
RIVERDALE INVESTORS CORP., INC.
CARL C. ICAHN
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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John K. Lines, Esq.
General Counsel and Secretary
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602
(803) 239-1675
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copy to:
John A. Healy, Esq.
Robert E. King, Jr., Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
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Index to Exhibits Located at Page 4
Page 1 of 6 Pages
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on December 8, 1995 by DGP
Acquisition, L.L.C., a Delaware limited liability company (the "Purchaser"),
relating to the tender offer of the Purchaser to purchase up to 11,349 of the
outstanding units of limited partnership interest (the "Units") of Davidson
Growth Plus, L.P., a Delaware limited partnership (the "Partnership"), at
$240.00 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 8, 1995 (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 Schedule 14D-1 and the Offer to Purchase.
Item 10. Additional Information.
(f) The Offer has been extended to 5:00 p.m., New York time, on Tuesday,
January 16, 1996. On January 8, 1996, the Purchaser issued a press release
announcing such extension and reporting that approximately 1,637 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 8, 1996.
2
SIGNATURES
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 9, 1996
DGP ACQUISITION, L.L.C.
By: IB Holding, Inc., Manager
By: /s/ Jeffrey L. Goldberg
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Jeffrey L. Goldberg
President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey L. Goldberg
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Jeffrey L. Goldberg
Managing Director
IB HOLDING, INC.
By: /s/ Jeffrey L. Goldberg
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Jeffrey L. Goldberg
President
RIVERDALE INVESTORS CORP., INC.
By: /s/ Robert J. Mitchell
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Robert J. Mitchell
Vice President
CARL C. ICAHN*
*By: /s/ Theodore Altman
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Theodore Altman
Attorney-in-Fact
3
EXHIBIT INDEX
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Exhibit No. Description
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(a)(5) Text of press release issued by the Purchaser on January 8, 1996.
4
EXHIBIT (a)(5)
DGP ACQUISITION, L.L.C.
One Insignia Financial Plaza, Greenville, SC 29602
NEWS RELEASE
FOR IMMEDIATE RELEASE
- ---------------------
DGP ACQUISITION EXTENDS TENDER OFFER FOR
LIMITED PARTNERSHIP UNITS OF DAVIDSON GROWTH PLUS, L.P.
GREENVILLE, SOUTH CAROLINA, January 8, 1996--DGP Acquisition, L.L.C.
today announced that it has extended the expiration date of its outstanding
tender offer for up to 40% of the outstanding units of partnership interest in
Davidson Growth Plus, L.P. to 5:00 p.m., New York time, on Tuesday, January 16,
1996. The tender offer was previously scheduled to expire on January 8, 1996.
DGP Acquisition reported that approximately 1,637 limited partnership units had
been tendered pursuant to the tender offer to date.
DGP Acquisition is a joint venture entity owned 50% by Insignia
Financial Group, Inc. (NYSE: IFS) and 50% by Riverdale Investors Corp., Inc. a
corporation wholly-owned by Carl C. Icahn. For further information, please
contact Beacon Hill Partners, Inc., the Information Agent for the offer, at
(800) 755-5001.
