UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Davidson Growth Plus, L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
(CUSIP Number)
Keith L. Schaitkin, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box //.
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO<PAGE>
SCHEDULE 13D
CUSIP No. None
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
AMENDMENT NO. 1 TO SCHEDULE 13D
This statement ("Statement") constitutes Amendment No. 1
to the Schedule 13D filed with the Securities and Exchange
Commission on January 18, 1996 (the "Initial Filing"). Unless
otherwise indicated, capitalized terms used herein but not defined
shall have the meanings ascribed to them in the Initial Filing.
This Statement hereby amends the items identified below,
or the particular paragraphs of such items which are identified
below.
Item 2. Identity and Background
Item 2 is hereby amended to add the following:
On August 16, 1996, Riverdale Investors Corp., Inc., a
Delaware corporation, was dissolved and its assets, including its
equity interest in DGP Acquisition, L.L.C., a Delaware limited
liability company ("DGP"), were transferred to Riverdale LLC, a
New York limited liability company ("Riverdale").
Item 4. Purpose of Transaction
Item 4(a) is hereby amended to add the following:
Riverdale entered into an agreement dated as of June 17,
1997 (the "Agreement") with Insignia Financial Group, Inc.
("Insignia"), a copy of which is attached hereto as Exhibit 1 and
is incorporated herein by reference. Pursuant to the Agreement,
Riverdale sold its entire equity interest in DGP to Insignia for an
aggregate purchase price, together with the sale of Units by an
affiliate of Riverdale, of $525,287.
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended to add the following:
As of June 17, 1997, the Reporting Persons beneficially
owned 0 Units.
Item 5(c) is hereby amended to add the following:
Riverdale entered into the Agreement as more fully
described in Item 4.
Item 5(e) is hereby amended to add the following:
On June 17, 1997, the Reporting Persons ceased to be the
beneficial owner of more than five percent of the Units.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
Riverdale entered into the Agreement as more fully
described in Item 4.
Item 7. Material to Be Filed as Exhibits
The following document is to be filed as an exhibit to
this Statement:
Exhibit 1 Purchase and Sale Agreement dated as of June
17, 1997, by and between Riverdale LLC and
Insignia Financial Group, Inc.
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statements is true, complete and correct.
Dated: July 2, 1997
RIVERDALE LLC
By: /s/ Edward E. Mattner
Edward E. Mattner
Title: Manager
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page for Amendment No. 1 to Schedule 13D
re Davidson Growth Plus, L.P.]
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is entered into
as of the 17th day of June, 1997, by and between Riverdale, L.L.C.,
a New York liability company ("Seller"), and Insignia Financial
Group, Inc., a Delaware corporation ("Purchaser").
RECITALS
WHEREAS, Seller is the record owner of 500 units of common
membership interest (the "Shares") in DGP Acquisition, L.L.C., a
Delaware limited liability company (the "Company"), the affairs of
which are governed by an Operating Agreement dated as December 7,
1995, as amended (the "Operating Agreement");
WHEREAS, Longacre Corp. ("Longacre"), which is an affiliate of
Seller, is the record owner of 25 units of limited partnership
interest ("Units") in Davidson Growth Plus, L.P., a Delaware limited
partnership (the "Partnership");
WHEREAS, the only material assets owned by the Company are
2,087.58 Units;
WHEREAS, the 25 Units owned by Longacre are referred to herein
as the "Subject Units," and the Shares and the Subject Units are
collectively referred to herein as the "Equity Interests"; and
WHEREAS, Seller desires to sell, and Purchaser desires to
purchase, the Equity Interests on the terms and subject to the
conditions set forth in this Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the
mutual representations, warranties covenants and agreements
contained herein, and intending to be legally bound, the parties
hereto hereby agree as follows:
1. Purchase and Sale. Upon the terms and subject to the
conditions set forth in this Agreement, Seller agrees to sell to
Purchaser, and Purchaser agrees to purchase from Seller, in
exchange for the consideration described in Sections 2, all of the
right, title and interest of Seller in and to the Equity Interests,
free and clear of all liens. For all purposes of this Agreement,
Riverdale's obligations with respect to the Subject Units shall be
to cause Longacre to sell the Subject Units and execute and deliver
all instruments of transfer relating thereto referred to herein on
the terms and subject to the conditions set forth herein.
2. Purchase Price. The aggregate purchase price for the
Equity Interests is $525,287 (the "Purchase Price"), payable in cash
in the manner provided in Section 3, of which $513,000 is allocated
to the Shares and $12,287 is allocated to the Subject Units.
3. Closing. The closing of the purchase and sale of the
Equity Interests contemplated hereby (the "Closing") will take place
on June 17, 1997 (the "Closing Date"). At the Closing, Purchaser
will pay the Purchase Price by wire transfer of immediately
available funds to the account of Seller designated on Schedule I
attached hereto. Simultaneously, Seller will assign and transfer
to Purchaser good and valid title in and to the Equity Interests,
free and clear of any and all liens, charges and encumbrances
(other than those contained in or resulting from the Operating
Agreement), (i) with respect to the Shares, by delivering to
Purchaser the certificates evidencing the Shares, in genuine and
unaltered form, duly endorsed in blank or accompanied by duly
executed stock powers endorsed in blank, and (ii) with respect to
the Subject Units, by causing Longacre to deliver to Purchaser the
Assignment of Partnership Interest attached as Exhibit A hereto.
4. Representations and Warranties of Seller. Seller hereby
represents and warrants to Purchaser that each of the following
statements is true and correct as of the date hereof and will be
true and correct as of the Closing Date as if made on and as of
such date:
(a) Organization of Seller. Seller is a limited
liability company duly organized, validly existing and in good
standing under the laws of the State of New York. Seller has full
power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and to consummate the
transactions contemplated hereby, including without limitation to
own, hold, sell and transfer (pursuant to this Agreement) the
Equity Interests.
(b) Authority. The execution and delivery by Seller of
this Agreement, and the performance by Seller of its obligations
hereunder, have been duly and validly authorized by requisite
action on the part of Seller. This Agreement has been duly and
validly executed and delivered by Seller and constitutes a legal,
valid and binding obligation of Seller, enforceable against Seller
in accordance with its terms.
(c) Equity Interests. The Shares are legally and
beneficially owned by Seller, and the Subject Shares are legally
and beneficially owned by Longacre. Except as contemplated in this
Agreement and in the Operating Agreement, there is no option,
warrant, conversion or other right, agreement or commitment of any
kind, contingent or otherwise, obligating Seller or Longacre to
sell any of the Equity Interests, and no authorization therefor has
been given. The Equity Interests are, and will immediately prior
to the Closing be, free and clear of any assessment, lien,
restrictions, pledge, claim, proxy, security interest, option,
rights of others or encumbrances of any kind, nature or description
(other than those contained in or resulting from the Operating
Agreement). None of Seller, Longacre or any of their affiliates
owns (beneficially or of record) any Units other than the Subject
Units.
(d) Partnership. Seller (on behalf of itself and
Longacre) hereby expressly acknowledges that it understands that an
affiliate of Purchaser is the general partner of the Partnership,
and, accordingly, Purchaser may possess or have access to non-public
information concerning the Partnership and its properties
and operations. Seller has taken the foregoing into account in
making its decision to sell the Equity Interests to Purchaser and
in determining the Purchase Price therefor. In addition, Seller
has been given the opportunity to ask questions of each Purchaser
and the Partnership and the general partner thereof, and of their
respective managements, in connection with the sale of the Equity
Interests, and has received satisfactory answers to all such
questions.
(e) Brokers' and Finders' Fees. Neither Seller nor any
agent or representative of Seller has employed any broker or finder
or incurred any liability for any brokerage fees or commission in
connection with the transactions contemplated by this Agreement.
5. Representations and Warranties of Purchaser. Purchaser
hereby represents and warrants to Seller that each of the following
statements is true and correct as of the date hereof and will be
true and correct as of the Closing Date as if made on and as of
such date:
(a) Organization. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware. Purchaser has full corporate power and
authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated hereby and thereby.
(b) Authority. The execution and delivery by Purchaser
of this Agreement, and the performance by Purchaser of its
obligations hereunder, have been duly and validly authorized by
requisite corporate action on the part of Purchaser. This
Agreement has been duly and validly executed and delivered by
Purchaser and constitutes a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its
terms.
(c) Brokers' and Finders' Fees. Neither Purchaser nor
any agent or representative of Purchaser has employed any broker or
finder or incurred any liability for any brokerage fees or
commission in connection with the transactions contemplated by this
Agreement.
6. Closing Conditions.
(a) Conditions to Obligations of Purchaser. The
obligations of Purchaser hereunder are subject to the fulfillment,
at or before the Closing, of each of the following conditions (all
or any of which may be waived in whole or in part by Purchaser in
its sole discretion):
(i) Representations and Warranties. Each of the
representations and warranties made by Seller in this Agreement
shall be true and correct in all material respects on and as of the
Closing Date as though such representation or warranty was made on
and as of the Closing Date.
(ii) Performance. Seller shall have performed and
complied with, in all material respects, each agreement, covenant
and obligation required by this Agreement to be so performed or
complied with by Seller at or before the Closing.
(b) Conditions to Obligations of Seller. The
obligations of Seller hereunder are subject to the fulfillment, at
or before the Closing, of each of the following conditions (all or
any of which may be waived in whole or in part by Seller in its
sole discretion):
(i) Representations and Warranties. Each of the
representations and warranties made by Purchaser in this Agreement
shall be true and correct in all material respects on and as of the
Closing Date as though such representation or warranty was made on
and as of the Closing Date.
(ii) Performance. Purchaser shall have performed
and complied with, in all material respects, each agreement,
covenant and obligation required by this Agreement to be so
performed or complied with by Purchaser at or before the Closing.
7. Operating Agreement. Notwithstanding the sale of the
Equity Interests pursuant to this Agreement, the parties agree, and
Seller expressly confirms and acknowledges, that the standstill
provisions of Article IV of the Operating Agreement shall continue
to apply to Seller and its Affiliates (as defined in the Operating
Agreement) in full force and effect for the terms thereof,
unaffected by the sale of the Equity Interests pursuant hereto, but
the restrictions contained in such Article shall no longer apply to
the Seller or any of its Affiliates (as defined in the Operating
Agreement); provided, however, that if and to the extent that any
of the terms and conditions of the sale of the Equity Interests
pursuant to this Agreement, or the mechanics of such sale, are
inconsistent with the provisions of the Operating Agreement, such
inconsistent provisions are hereby waived by Purchaser.
8. Indemnification.
(a) Survival of Representations, Warranties, Covenants
and Agreements. All representations, warranties, covenants and
agreements contained or made in this Agreement shall survive for a
period of three years from the date hereof, notwithstanding any
investigation conducted with respect thereto or any knowledge
acquired as to the accuracy or inaccuracy of any such
representation or warranty or any breach or non-performance of any
such covenant or agreement.
(b) Losses. For purposes of this Section 8, the terms
Losses shall mean any and all losses, damages, liabilities
(including punitive or exemplary damages and fines or penalties and
any interest thereon), costs, and expenses, claims liens or other
obligations of any nature whatsoever, including without limitation
the costs of investigation and defense and reasonable attorneys'
and other professional fees and expenses.
(c) Indemnification by Seller. Seller shall indemnify,
defend and hold harmless Purchaser from, against and in respect of
any and all Losses asserted against, or paid, suffered or incurred
by, Purchaser which, directly or indirectly, arise out of, result
from, are based upon or relate to (i) the inaccuracy, untruth, or
incompleteness, as of the date made (or deemed made), of any
representation or warranty of Seller contained herein or (ii) any
breach by Seller of any covenant or agreement of Seller contained
herein.
(d) Indemnification by Purchaser. Purchaser shall
indemnify, defend and hold harmless Seller from, against and in
respect of any and all Losses asserted against, or paid, suffered
or incurred by, Seller which, directly or indirectly, arise out of,
result from, are based upon or relate to (i) the inaccuracy,
untruth, or incompleteness, as of the date made (or deemed made),
of any representation or warranty of Purchaser contained herein or
(ii) any breach by Purchaser of any covenant or agreement of
Purchaser contained herein.
9. Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall be
in writing and shall be delivered personally, sent by facsimile
transmission, or sent next-day delivery via Federal Express or a
similar overnight courier, as follows:
(a) If to Seller:
Riverdale, L.L.C.
767 Fifth Avenue
47th Floor
New York, New York 10153
Attention: Edward Mattner
Telephone:
Facsimile:
(b) If to Purchaser:
Insignia Financial Group, Inc.
375 Park Avenue
Suite 3401
New York, New York 10152
Attention: Jeffrey P. Cohen
Telephone: (212) 888-4753
Facsimile: (212) 980-8544
with a copy to:
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602
Attention: General Counsel
Telephone: (864) 239-1000
Facsimile: (864) 239-1069
A notice shall be deemed given for purposes of this Agreement (i)
on the date of delivery, if delivered personally or sent by
facsimile transmission, and (ii) on the first business day
following the date of dispatch if sent next-day delivery via
Federal Express or similar a overnight courier. Any party may
change the address to which notices are to be sent by giving
written notice of such change of address to the other parties in
the manner above provided for giving notice.
10. Miscellaneous Provisions.
(a) Fees and Expenses. Except as otherwise specifically
provided in this Agreement, each of the parties hereto shall pay
its own expenses (including, without limitation, attorneys' fees
and out-of-pocket expenses) incident to this Agreement and the
transactions contemplated hereby.
(b) Amendment. This Agreement may not be amended,
modified, superseded, canceled, renewed or extended except by a
written instrument signed by each of the parties hereto.
(c) Waiver; Effect of Waiver. No provision of this
Agreement may be waived except by a written instrument signed by
the party waiving compliance. No waiver by any party hereto of any
of the requirements hereof or of any of such party's rights
hereunder shall release the other parties from full performance of
their remaining obligations stated herein. No failure to exercise
or delay in exercising on the part of any party hereto any right,
power or privilege of such party shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or
privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege by such party.
(d) Assignment. This Agreement and the rights and
obligations hereunder shall not be assigned or transferred by any
party without the prior written consent of the other party hereto.
Any purported assignment or transfer made in violation of the
provisions of this Agreement shall be void and of no effect.
(e) Entire Agreement. Except as provided in Section 7,
this Agreement (including the Schedule and Exhibit hereto)
constitutes the entire agreement among the parties with respect to
the transactions described herein, and supersedes all prior and
purportedly contemporaneous agreements, understandings,
representations and warranties, written and oral, among the parties
with respect to the subject matter hereof.
(f) Binding Effect. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective
successors and permitted assigns.
(g) No Third-Party Beneficiary. The terms and
provisions of this Agreement are intended solely for the benefit of
each party hereto and their respective successors or permitted
assigns, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person.
(h) Time of Essence. Time is of the essence in this
Agreement.
(i) Governing Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of
New York, without regard to principles of conflicts of law.
(j) Interpretation. Each of the parties hereto
acknowledges that this Agreement has been reviewed by such party
and its counsel prior to its execution and that changes were made
to this Agreement based upon the comments of such party and its
counsel. If any dispute arises with respect to the interpretation
of any provision of this Agreement, such provision shall be deemed
to have been drafted by all of the parties hereto and shall not be
construed against any party on the basis that such party was
responsible for drafting such provision.
(k) Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.<PAGE>
IN WITNESS WHEREOF, each of the parties hereto, intending to
be legally bound, has executed this Purchase and Sale Agreement as
of the date first above written.
RIVERDALE, L.L.C.
By: ____________________________
Edward Mattner
Manager
INSIGNIA FINANCIAL GROUP, INC.
By: ____________________________
Jeffrey P. Cohen
Senior Vice President
