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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. 4)
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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 B 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. 4 amends and supplements the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on December 23, 1997, as
amended by Amendment No. 1 filed with the Commission on January 20, 1998,
Amendment No. 2 filed with the Commission on January 26, 1998 and Amendment No.
3 filed with the Commission on February 2, 1998 (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
23,000 of the outstanding class B units of limited partnership interest ("Class
B Units") of Multi-Benefit Realty Fund '87-1 at a purchase price of $25 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").
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer expired pursuant to its terms at 5:00 p.m., New York
time, on Friday, February 6, 1998. The Purchaser currently is reviewing the
tendered materials submitted by holders of Class B Units and intends to
determine as promptly as practicable the number of Class B 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 B Units that have been
accepted for payment. Upon a final determination of the number of and payment
for Class B 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: February 9, 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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