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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)
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MULTI-BENEFIT REALTY FUND '87-1
(Name of Subject Company)
MADISON RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
INSIGNIA FINANCIAL GROUP, INC.
(Bidders)
CLASS A 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. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on December 23, 1997
(the "Statement") by Madison River Properties, L.L.C. (the "Purchaser"),
Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and
Insignia Financial Group, Inc. ("Insignia"), relating to the tender offer of
the Purchaser to purchase up to 24,000 of the outstanding class A units of
limited partnership interest ("Class A Units") of Multi-Benefit Realty Fund
'87-1 at a purchase price of $50 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 23, 1997 (the "Offer to Purchase") and the related Assignment of
Partnership Interest (which, together with any supplements or amendments,
collectively constitute the "Offer").
The following Items of the Statement 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" and in Section 11 ("Certain Information Concerning the
Purchaser, IPLP, IPT and Insignia") is incorporated herein by reference. IPLP
currently owns approximately 1.7% of the outstanding Class A Units.
(b) The information set forth in the Offer to Purchase under
"Introduction," in Section 11 ("Certain Information Concerning the Purchaser,
IPLP, IPT and Insignia") and in Schedule I to the Offer to Purchase is
incorporated herein by reference."
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
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thereby delay acceptance for payment of, and the payment for,
validly tendered Class A 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 Class A 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 20, 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
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