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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)
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MULTI-BENEFIT REALTY FUND '87-1
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
CLASS A UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
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PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17th FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(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 LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 3 TO SCHEDULE 14D-1
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on September
23, 1998, as amended by Amendment No. 1 filed with the Commission on October 19,
1998 and Amendment No. 2 filed with the Commission on November 17, 1998 (the
"Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia
Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Apartment
Investment and Management Company ("AIMCO") relating to the tender offer of the
Purchaser for up to 7,500 of the outstanding Class A units of limited
partnership interest (the "Class A Units") of Multi-Benefit Realty Fund `87-1
(the "Partnership"), at a purchase price of $55 per Unit, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated September 23, 1998 (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 original Statement.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Monday, December 14, 1998. The Purchaser currently is reviewing the
tendered materials submitted by holders of Class A Units and intends to
determine as promptly as practicable the number of Class A 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 Class A Units that have been
accepted for payment. Upon a final determination of the number of and payment
for Class A Units validly tendered, the Purchaser will file a final Amendment to
this Statement reporting the results of the Offer.
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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: December 15, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
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Patrick J. Foye
Executive Vice President
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