Madison River Properties LLC, et al. – ‘SC 14D1/A’ on 1/15/98 re: Consolidated Capital Properties V

On:  Thursday, 1/15/98, at 1:54pm ET   ·   Accession #:  950136-98-56   ·   File #s:  5-52103 (SC 13D/A), 5-52103   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 2/2/98 by the SEC on 7/30/04. ®

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Amendedschedule14D-1                                   4     18K 

Document Table of Contents

SC 14D1/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------------------

SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) 
OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1) 

------------------------------------

CONSOLIDATED CAPITAL PROPERTIES V 
(Name of Subject Company) 

MADISON RIVER PROPERTIES, L.L.C.
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) 

------------------------------------

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

------------------------------------

SC 14D1/A
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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 19, 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 70,000 of the outstanding units of limited      
partnership interest (the "Units") of Consolidated Capital Properties V at a    
purchase price of $30 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 19, 
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," in Section 11 ("Certain Information Concerning the Purchaser,   
IPLP, IPT and Insignia") is incorporated herein by reference. IPLP currently    
owns approximately 0.1% of the outstanding 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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SC 14D1/A
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                 thereby delay acceptance for payment of, and the payment for,
              validly tendered 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 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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SC 14D1/A
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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 15, 1998                                                        

                          MADISON RIVER PROPERTIES, L.L.C.

                     By:    /s/ JEFFREY P. COHEN
                                       ---------------------------------
                      Jeffrey P. Cohen
             Manager

                   INSIGNIA PROPERTIES, L.P.

                          By:   Insignia Properties Trust,
                         its General Partner

                     By:    /s/ JEFFREY P. COHEN
                                       ---------------------------------
                      Jeffrey P. Cohen
                           Senior Vice President

                   INSIGNIA PROPERTIES TRUST

                     By:    /s/ JEFFREY P. COHEN
                                       ---------------------------------
                      Jeffrey P. Cohen
                           Senior Vice President

                        INSIGNIA FINANCIAL GROUP, INC.

                      By:    /s/ FRANK M. GARRISON
                                       ---------------------------------
                       Frank M. Garrison
                                 Executive Managing Director

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1/A’ Filing		Date		First		Last			Other Filings
Corrected on:		7/30/04
Changed as of:		2/2/98							SC 13D/A,  SC 14D1/A
Filed on:		1/15/98		4					SC 13D/A,  SC 14D1/A
		12/19/97		2					SC 13D/A,  SC 14D1,  SC 14D9
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