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As filed with the Securities and Exchange Commission on October 16, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
(Name of the Issuer)
HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
HALL FINANCIAL GROUP, INC.
(Name of the Person(s) Filing Statement)
Units of Limited Partnership Interests NONE
(Title of Class of Securities) -------------------------------
(CUSIP Number of Class of Securities)
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Larry Levey Donald L. Braun
Hall Institutional Mortgage Fund Limited Partnership Hall Financial Group, Inc.
4455 East Camelback Road 750 North St. Paul Street
Suite A-200 Suite 200
Phoenix, Arizona 85018 Dallas, Texas 75201
(602)840-0060 (214) 953-1155
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Roger D. Arnold, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue
Suite 4100
Dallas, Texas 75201
(214)969-2800
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [x]
CALCULATION OF FILING FEE
Transaction Amount of filing fee:
valuation: 3,500,000 $700.00
[x] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $700.00
Form or Registration No.: Preliminary Consent Solicitation
Filing Party: Hall Institutional Mortgage Fund Page 1 of 9
Limited Partnership
Date Filed: Not Applicable Exhibit Index Appears on page 9
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INTRODUCTION
This Rule 13e-3 Transaction Statement (this "Statement") is being
filed by Hall Institutional Mortgage Fund Limited Partnership, an Arizona
limited partnership (the "Partnership"), the issuer of the limited partnership
units (the "Units") which are the subject of this Rule 13e-3 transaction, and
Hall Financial Group, Inc., a Delaware corporation and affiliate of the
Partnership (the "Purchaser"). The Partnership's principal executive offices
are located at 4455 East Camelback Road, Suite A-200, Phoenix, Arizona 85018.
The Purchaser's principal executive offices are located at 750 North St. Paul,
Suite 200, Dallas, Texas 75201. This Statement is being filed in connection
with a proposed sale of substantially all of the assets of the Partnership to
the Purchaser and the subsequent dissolution of the Partnership. Concurrently
with the filing of this Statement, the Partnership is filing a consent
solicitation statement (the "Solicitation Statement") with the Securities and
Exchange Commission relating to the solicitation of written consents of the
limited partners of the Partnership with respect to the proposed sale. A copy
of the Solicitation Statement is attached as Exhibit (d)(1) hereto and is
incorporated herein by reference in its entirety. The cross reference sheet
which follows shows the location in the Solicitation Statement of the
information required to be included in response to the items of this Statement.
If any such item is inapplicable or the answer thereto is in the negative and is
omitted from the Solicitation Statement, it is so indicated in the cross
reference sheet. All capitalized terms not defined herein shall have those
meanings assigned to them in the Solicitation Statement.
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Cross Reference Sheet
(Pursuant to General Instruction F to Schedule 13E-3)
Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ---------------------------------------------- --------------------------------------
Item 1. Issuer and Class of Security
Subject to the Transaction.
(a) . . . . . . . . . . . . . . . "INTRODUCTION" and "CERTAIN INFORMATION CONCERNING THE
PARTNERSHIP--General" and "-Description of the
Partnership's Business."
(b) . . . . . . . . . . . . . . . "INTRODUCTION," "SPECIAL FACTORS-Consent of Limited
Partners," "MARKET FOR UNITS AND RELATED MATTERS," and
Schedule I to the Solicitation Statement entitled
"Certain Information Regarding the Executive
Officers and the Directors of the Managing General
Partner."
(c) . . . . . . . . . . . . . . . "MARKET FOR UNITS AND RELATED MATTERS."
(d) . . . . . . . . . . . . . . . "SELECTED FINANCIAL DATA" and "MARKET FOR UNITS AND
RELATED MATTERS."
(e) . . . . . . . . . . . . . . . Not applicable.
(f) . . . . . . . . . . . . . . . "INTERESTS OF CERTAIN PERSONS IN TRANSACTION" and
"MARKET FOR UNITS AND RELATED MATTERS."
Item 2. Identity and Background.
(a)-(d),(g) . . . . . . . . . . . This Statement is being filed jointly by the
Partnership and Purchaser. The Partnership is the issuer
of the securities which are the subject of this Rule
13e-3 transaction. For further information, see
"INTRODUCTION," "MATERIAL TERMS OF THE SALE
TRANSACTION-The Purchaser," "CERTAIN INFORMATION
CONCERNING THE PARTNERSHIP--General,"
"--General Partner and Management," and
"--Description of the Partnership's Business," and
Schedule I to the Solicitation Statement
entitled "Certain Information Regarding the Executive
Officers and the Directors of the Managing General
Partner."
(e)-(f) . . . . . . . . . . . . . To the best of the Partnership's and the General
Partner's knowledge, other than the information
furnished in "MATERIAL TERMS OF THE TRANSACTION-The
Purchaser," none of the persons or entities with
respect to whom information is required by this item was,
during the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities,
subject to, federal or state securities laws or finding of
any violation of such laws.
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ----------------------- --------------------------------------
Item 3. Past Contracts, Transactions or
Negotiations.
(a)(1) . . . . . . . . . . . . . "CERTAIN INFORMATION CONCERNING THE
PARTNERSHIP--General," "-Description of the
Partnership's Business," and "-Specific Loans,"
and "INTERESTS OF CERTAIN PERSONS IN TRANSACTION."
(a)(2) and (b) . . . . . . . . . "SPECIAL FACTORS-The Proposal," and "INTERESTS OF
CERTAIN PERSONS IN TRANSACTION."
Item 4. Terms of the Transaction.
(a) . . . . . . . . . . . . . . . "INTRODUCTION," "SPECIAL FACTORS," and "MATERIAL TERMS
OF THE SALE TRANSACTION."
(b) . . . . . . . . . . . . . . . Not applicable.
Item 5. Plans or Proposal of the
Issuer or Affiliate.
(a), (b), (d) and (e) "INTRODUCTION," "SPECIAL FACTORS-The Proposal" and
"-Effect of Approval of the Proposal," and "MATERIAL
TERMS OF THE SALE TRANSACTION."
(c) . . . . . . . . . . . . . . . Not applicable.
(f) and (g) . . . . . . . . . . . "SPECIAL FACTORS-Effect of Approval of the Proposal" and
"MATERIAL TERMS OF THE SALE TRANSACTION--Regulatory
Proceedings."
Item 6. Source and Amount of Funds
or Other Consideration.
(a) and (b) . . . . . . . . . . . "INTRODUCTION," "SPECIAL FACTORS--The Proposal,"
"FAIRNESS OF THE SALE TRANSACTION," "MATERIAL TERMS
OF THE SALE TRANSACTION--The Asset Purchase Agreement"
and "-The Purchaser," "ESTIMATE OF ALLOCATIONS AND
DISTRIBUTIONS," and "SOLICITATION COSTS."
(c) . . . . . . . . . . . . . . . Not applicable.
(d) . . . . . . . . . . . . . . . Not applicable.
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- -------------------------- -----------------------------------------
Item 7. Purpose(s), Alternatives,
Reasons and Effects.
(a) and (c) . . . . . . . . . . . "INTRODUCTION" and "SPECIAL FACTORS--The
Proposal."
(b) . . . . . . . . . . . . . . . "SPECIAL FACTORS--The Proposal."
(d) . . . . . . . . . . . . . . . "SPECIAL FACTORS--The Proposal,"
"--Effect of Approval of the Proposal,"
"--Consent of the Limited Partners," and
"--Effect on Partnership and Limited
Partners if Proposal is Not Approved,"
"CERTAIN INFORMATION CONCERNING THE
PARTNERSHIP-General Partner and
Management," "ESTIMATE OF ALLOCATIONS
AND DISTRIBUTIONS," and "FEDERAL INCOME
TAX CONSEQUENCES."
Item 8. Fairness of the Transaction.
(a),(b), and (d) . . . . . . . . "INTRODUCTION" and "SPECIAL FACTORS--The
Proposal" and "--Fairness of the Sale
Transaction."
(c) . . . . . . . . . . . . . . . "INTRODUCTION" and "SPECIAL FACTORS--
Consent of Limited Partners."
(e) . . . . . . . . . . . . . . . "SPECIAL FACTORS--Fairness of the Sale
Transaction."
(f) . . . . . . . . . . . . . . . Not applicable.
Item 9. Reports, Opinions, Appraisals
and Certain Negotiations.
(a), (b), and (c) . . . . . . . . "INTRODUCTION" and "SPECIAL FACTORS--The
Proposal" and "-Fairness of the Sale
Transaction." [Copies of the Valuation
Report (March 1996) and Fairness Opinion
obtained by the Partnership are being
provided to Limited Partners as Annex A
and B, respectively, to the Solicitation
Statement which is filed herewith as
Exhibit (d)(1).]
Item 10. Interest in Securities of the Issuer.
(a) . . . . . . . . . . . . . . . "SPECIAL FACTORS--Consent of Limited
Partners," "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT," and Schedule I to the
Solicitation Statement entitled "Certain
Information Regarding the Executive
Officers and the Directors of the
Managing Gerneral Partner."
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
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(b) . . . . . . . . . . . . . . . "MATERIAL TERMS OF THE SALE TRANSACTION
--The Asset Purchase Agreement,"
"INTERESTS OF CERTAIN PERSONS IN
TRANSACTION," and "MARKET FOR UNITS AND
RELATED MATTERS."
Item 11. Contracts, Arrangements or
Understanding with Respect
to the Issuer's Securities . . . "SPECIAL FACTORS--The Proposal,"
"CERTAIN INFORMATION CONCERNING THE
PARTNERSHIP--Rights and Powers of
Limited Partners," "MATERIAL TERMS OF
THE TRANSACTION," and "INTERESTS OF
CERTAIN PERSONS IN THE TRANSACTION."
Item 12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction.
(a) . . . . . . . . . . . . . . . "INTRODUCTION," "SPECIAL FACTORS-The
Proposal" and "-Consent of Limited
Partners," and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
(b) . . . . . . . . . . . . . . . "SPECIAL FACTORS--Fairness of the Sale
Transaction."
Item 13. Other Provisions of the
Transaction.
(a) . . . . . . . . . . . . . . . "SPECIAL FACTORS--Appraisal Rights."
(b) . . . . . . . . . . . . . . . "SPECIAL FACTORS--Fairness of the Sale
Transaction."
(c) . . . . . . . . . . . . . . . Not applicable.
Item 14. Financial Information.
(a)(1),(a)(2),(a)(3),
and (a)(4) . . . . . . . . . . . "SELECTED FINANCIAL DATA" and "The
Financial Statements."
(b)(1),(b)(2), and (b)(3) . . . . "ESTIMATE OF ALLOCATIONS AND
DISTRIBUTIONS." [Pro Forma Statements are
inapplicable as the Partnership will
dissolve upon approval of the Proposal.]
Item 15. Persons and Assets Employed,
Retained or Utilized.
(a) and (b) . . . . . . . . . . . "SOLICITATION COSTS."
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
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Item 16. Additional Information . . . . . . . See Letter to the Limited Partners filed
as Exhibit 99.(d)(2) herewith and the
Solicitation Statement filed as Exhibit
99.(d)(1) herewith.
Item 17. Material to be Filed as Exhibits.
99.(a) . . . . . . . . . . . . . . . Not applicable.
99.(b)(1) . . . . . . . . . . . . . Copy of the Valuation Report of Bryan E.
Humphries and Associates prepared in
March 1996 (attached as Annex A to the
Solicitation Statement which is filed
herewith as Exhibit 99.(d)(1)).
99.(b)(2) . . . . . . . . . . . . . Copy of Appraisals performed by Bryan E.
Humphries and Associates (filed by paper
pursuant to Regulation S-T, Rule 202).
99.(b)(3) . . . . . . . . . . . . . Copy of the Fairness Opinion of
Principal Financial Securities, Inc.
(attached as Annex B to the Solicitation
Statement which is filed herewith as
Exhibit 99.(d)(1)).
99.(b)(4) . . . . . . . . . . . . . Copy of projections provided by
Partnership to Principal Financial for
Fairness Opinion.
99.(b)(5) . . . . . . . . . . . . . Copy of Valuation Report of Bryan E.
Humphries and Associates prepared in
October 1995.
99.(c)(1) . . . . . . . . . . . . . Asset Purchase Agreement, dated as of
October 15, 1996 (attached as Annex C to
the Solicitation Statement which is
filed herewith as Exhibit 99.(d)(1)).
99.(c)(2) . . . . . . . . . . . . . Hall Institutional Mortgage Fund Limited
Partnership Amended and Restated
Certificate and Agreement of Limited
Partnership, dated as of __________,
1985, filed as Exhibit A to the Post-
Effective Amendment No. 3 to the
Partnership's Registration Statement on
Form S-11 (Registration No. 2-94249) and
incorporated herein by reference.
99.(d)(1) . . . . . . . . . . . . . Copy of the Solicitation Statement.
99.(d)(2) . . . . . . . . . . . . . Copy of the Letter to the Limited
Partners of the Partnership (attached to
the Solicitation Statement).
99.(d)(3) . . . . . . . . . . . . . Form of Ballot (attached to the
Solicitation Statement).
99.(f) . . . . . . . . . . . . . . . Quote Sheet, dated as of June 27, 1996,
between the Partnership and MAVRICC.
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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
as of October 16, 1996.
HALL INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP, an Arizona limited partnership
By: HALL PENSION FUND ASSOCIATES,
its General Partner
By: Hall 1985 Managment Associates
Limited Patrtnership, its
General Partner
By: Hall Apartment Associates, Inc.
its General Partner
By: /s/LARRY LEVEY
-----------------------------------
Larry Levey
Vice President
HALL FINANCIAL GROUP, INC.
By: /s/DONALD L BRAUN
-----------------------------------
Donald L. Braun
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
99.(b)(1) Copy of the Valuation Report of Bryan E. Humphries and
Associates prepared in March 1996 (attached as Annex A to the
Solicitation Statement which is filed herewith as
Exhibit 99.(d)(1)).
99.(b)(2) Copy of Appraisals performed by Bryan E. Humphries and Associates
(filed by paper pursuant to Regulation S-T, Rule 202).
99.(b)(3) Copy of Fairness Opinion of Principal Financial Securities, Inc.
(attached as Annex B to the Solicitation Statement which is
filed herewith as Exhibit 99.(d)(1)).
**99.(b)(4) Copy of projections provided by Partnership to Principal
Financial for Fairness Opinion.
**99.(b)(5) Copy of Valuation Report of Bryan E. Humphries and Associates
prepared in October 1995.
99.(c)(1) Asset Purchase Agreement, dated as of October 15, 1996 (attached
as Annex C to the Solicitation Statement which is filed
herewith as Exhibit 99.(d)(1)).
99.(C)(2) Hall Institutional Mortgage Fund Limited Partnership Amended and
Restated Certificate and Agreement of Limited Partnership,
dated as of_______________, 1985, filed as Exhibit A to the
Post-Effective Amendment No. 3 to the Partnership's
Registration Statement on Form S-11 (Registration No. 2-94249)
and incorporated herein by reference.
**99.(d)(1) Copy of the Solicitation Statement.
99.(d)(2) Copy of Letter to the Limited Partners of the Partnership
(attached to the Solicitation Statement).
99.(d)(3) Form of Ballot (attached to the Solicitation Statement).
**99.(f) Quote Sheet, dated as of June 27, 1996, between the Partnership
and MAVRICC.
**Filed herein.