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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. 6)
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FOX STRATEGIC HOUSING INCOME PARTNERS
(Name of Subject Company)
IPLP ACQUISITION I LLC
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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This Amendment No. 6 amends and supplements the Tender Offer
Statement on Schedule 14D- 1 originally filed with the Commission on August
28, 1997, as amended by Amendment No. 1 filed with the Commission on September
10, 1997, Amendment No. 2 filed with Commission on September 15, 1997,
Amendment No. 3 filed with the Commission on September 26, 1997, Amendment No.
4 filed with the Commission on October 1, 1997 and Amendment No. 5 filed with
the Commission on October 3, 1997 (the "Statement"), by IPLP Acquisition I LLC
(the "Purchaser"), Insignia Properties, L.P, Insignia Properties Trust and
Insignia Financial Group, Inc., relating to the tender offer of the Purchaser
to purchase up to 11,750 of the outstanding units of limited partnership
interest (the "Units") of Fox Strategic Housing Income Partners, a California
limited partnership (the "Partnership"), at $260.00 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated August 28, 1997 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 Statement.
ITEM 10. ADDITIONAL INFORMATION.
(f) On Friday, October 3, 1997, the Purchaser extended the expiration
date of the Offer to 5:00 p.m., New York time, on Monday, October 6, 1997. On
October 6, 1997, the Purchaser issued a press release announcing such extension
and reporting that approximately 4,164 Units had been tendered pursuant to the
Offer to date. A copy of the press release has been filed as Exhibit (a)(7) to
this Amendment No. 6 and is incorporated herein by reference in its entirety.
The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Monday, October 6, 1997. The Purchaser currently is reviewing the
tendered materials submitted by holders of Units and intends to determine
as promptly as practicable the number of Units validly tendered and not
withdrawn pursuant to the Offer. In accordance with Rule 14e-1(c) under the
Securities Exchange Act of 1934, the Purchaser will promptly pay the
consideration due to holders of those Units that have been accepted for payment.
Upon a final determination of the number of and payment for Units validly
tendered, the Purchaser will file a final Amendment to this Statement
reporting the results of the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(7) Text of press release issued by the Purchaser on
October 6, 1997.
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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: October 7, 1997
IPLP ACQUISITION I LLC
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
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(7) Text of press release issued by the Purchaser on October 6, 1997.
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EXHIBIT (A)(7)
IPLP ACQUISITION I LLC
One Insignia Financial Plaza
Greenville, SC 29602
FOR IMMEDIATE RELEASE
INSIGNIA AFFILIATE EXTENDS TENDER OFFERS FOR LIMITED
PARTNERSHIP INTERESTS IN SIX LIMITED PARTNERSHIPS
GREENVILLE, SOUTH CAROLINA, October 6, 1997--IPLP Acquisition I LLC
(the "Purchaser") today announced that it has extended the expiration date of
its outstanding tender offers for limited partnership interests in the
following partnerships: Century Properties Fund XVII, Century Properties Fund
XIX, Century Properties Growth Fund XXII, Consolidated Capital Properties IV,
Fox Strategic Housing Income Partners and National Property Investors 4. The
expiration date for each tender offer has been extended to 5:00 p.m., New York
time, on Monday, October 6, 1997. The offers were previously scheduled to
expire at 5:00 p.m. on Friday, October 3, 1997.
The Purchaser reported that as of the close of business on October 3,
1997, approximately 4,155.5 interests had been tendered pursuant to the
Century XVII offer, approximately 5,670 interests had been tendered pursuant
to the Century XIX offer, approximately 6,434 interests had been tendered
pursuant to the Century XXII offer, approximately 29,898.5 interests had been
tendered pursuant to the ConCap IV offer, approximately 4,164 interests had
been tendered pursuant to the Fox offer, and approximately 4,608 interests had
been tendered pursuant to the NPI 4 offer.
The Purchaser is a wholly-owned subsidiary of Insignia Properties
Trust, the newly-formed multi- family apartment REIT controlled by Insignia
Financial Group, Inc. (NYSE: IFS). 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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