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As filed with the Securities and Exchange Commission on January 24, 1997
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)
AMENDMENT NO. 1
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
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(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
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
[ ] 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.
Page 1 of 10
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
Exhibit Index Appears on page 10
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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 an 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 preliminary
solicitation materials under cover of Schedule 14A (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. The cross reference sheet which follows is
being supplied pursuant to General Instruction F to Schedule 13E-3. The cross
reference sheet shows the location in the Solicitation Statement of the
information required in response to each items of Schedule 13E-3 and such
information is incorporated herein by reference in response to the appropriate
item of Schedule 13E-3. A copy of the Solicitation Statement is attached as
Exhibit (d)(1) hereto. 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
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Item 1. Issuer and Class of Security
Subject to the Transaction.
(a) . . . . . . . . . . . . . "INTRODUCTION" and "CERTAIN
INFORMATION CONCERNING THE
PARTNERSHIP AND THE PURCHASER--The
Partnership" 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) . . . . . . . . . . . . . "SPECIAL FACTORS-Fairness of the
Proposal," "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," "SUMMARY," "CERTAIN INFORMATION CONCERNING THE
PARTNERSHIP AND THE PURCHASER--The Partnership," "--Managing General
Partner and Management," "--The Purchaser," "-Description of the
Partnership's Business," Schedule I to the Solicitation Statement
entitled "Certain Information Regarding the Executive Officers and
the Directors of the Managing General Partner" and Schedule II to the
Solicitation Statement entitled "Certain Information Regarding the
Executive Officers and the Directors of the Purchaser."
(e)-(f) . . . . . . . . . . . To the best of the Partnership's and the Managing General Partner's
knowledge, other than the information furnished in "CERTAIN
INFORMATION CONCERNING THE PARTNERSHIP AND THE PURCHASER--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
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ------------------------------------------- ----------------------------------------------------------------------
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.
Item 3. Past Contracts, Transactions
or Negotiations.
(a)(1) . . . . . . . . . . . "SPECIAL FACTORS-The Proposal" and "-Fairness of the Proposal,"
"CERTAIN INFORMATION CONCERNING THE PARTNERSHIP AND THE
PURCHASER--The Partnership," "-Description of the Partnership's
Business" and "--Specific Loans," "INTERESTS OF CERTAIN PERSONS IN
TRANSACTION" and "MARKET FOR UNITS AND RELATED MATTERS."
(a)(2) and (b) . . . . . . . "SPECIAL FACTORS-The Proposal," "MATERIAL TERMS OF THE SALE
TRANSACTION" and "INTERESTS OF CERTAIN PERSONS IN TRANSACTION."
Item 4. Terms of the Transaction.
(a) . . . . . . . . . . . . . "INTRODUCTION," "SUMMARY," "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," "SUMMARY," "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 "CERTAIN
INFORMATION CONCERNING THE PARTNERSHIP AND THE PURCHASER-- Regulatory
Proceedings."
Item 6. Source and Amount of Funds
or Other Consideration.
(a) and (b) . . . . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL
FACTORS--The Proposal," "-Conflicts
of Interest" and "-Fairness of the
Proposal," "MATERIAL TERMS OF THE
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ------------------------------------------- ----------------------------------------------------------------------
SALE TRANSACTION--The Asset Purchase Agreement," "CERTAIN INFORMATION
CONCERNING THE PARTNERSHIP AND THE PURCHASER--The Purchaser,"
"ESTIMATE OF ALLOCATIONS AND DISTRIBUTIONS" and "SOLICITATION COSTS."
(c) . . . . . . . . . . . . . Not applicable.
(d) . . . . . . . . . . . . . Not applicable.
Item 7. Purpose(s), Alternatives,
Reasons and Effects.
(a) and (c) . . . . . . . . . "INTRODUCTION," "SUMMARY" and
"SPECIAL FACTORS--The Proposal."
(b) . . . . . . . . . . . . . "SPECIAL FACTORS-The Proposal" and "-Effect on the Partnership and
Limited Partners if Proposal is Not Accepted."
(d) . . . . . . . . . . . . . "SUMMARY," "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 AND THE
PURCHASER--Regulatory Proceedings," "ESTIMATE OF ALLOCATIONS AND
DISTRIBUTIONS," and "FEDERAL INCOME TAX CONSEQUENCES."
Item 8. Fairness of the Transaction.
(a), (b), and (d) . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS--The Proposal" and "-
Fairness of the Proposal."
(c) . . . . . . . . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS--Consent of Limited
Partners," "-Conflicts of Interest" and "-Fairness of the Proposal"
and "VOTING PROCEDURES."
(e) and (f) . . . . . . . . . "SUMMARY" and "SPECIAL FACTORS-Fairness of the Proposal."
Item 9. Reports, Opinions, Appraisals
and Certain Negotiations.
(a), (b), and (c) . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS--The Proposal," "-Conflicts
of Interest" and "-Fairness of the Proposal." Annex A, B, D and E to
the Solicitation Statement.
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
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Item 10. Interest in Securities of the
Issuer.
(a) . . . . . . . . . . . . . "SUMMARY," "SPECIAL FACTORS--Consent of Limited Partners," "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT," Schedule I to
the Solicitation Statement entitled "Certain Information Regarding
the Executive Officers and the Directors of the Managing General
Partner" and Schedule II to the Solicitation Statement entitled
"Certain Information Regarding the Executive Officers and the
Directors of the Purchaser."
(b) . . . . . . . . . . . . . "SPECIAL FACTORS-Fairness of the Proposal," "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
Understandings with Respect
to the Issuer's Securities . "SPECIAL FACTORS--The Proposal," "MATERIAL TERMS OF THE SALE
TRANSACTION," "CERTAIN INFORMATION CONCERNING THE PARTNERSHIP AND THE
PURCHASER--Rights and Powers of Limited Partners," and "INTERESTS OF
CERTAIN PERSONS IN 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) . . . . . . . . . . . . . "SUMMARY" and "SPECIAL FACTORS--Fairness of the Proposal."
Item 13. Other Provisions of the
Transaction.
(a) . . . . . . . . . . . . . "SPECIAL FACTORS--Appraisal Rights" and "--Fiduciary Responsibility of
the Managing General Partner."
(b) . . . . . . . . . . . . . "SPECIAL FACTORS--Fairness of the Proposal."
(c) . . . . . . . . . . . . . Not applicable.
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
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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) . "PRO FORMA BALANCE SHEET" and "ESTIMATE OF ALLOCATIONS AND
DISTRIBUTIONS."
Item 15. Persons and Assets Employed,
Retained or Utilized.
(a) and (b) . . . . . . . . . "SOLICITATION COSTS" and "AVAILABLE INFORMATION."
Item 16. Additional Information . . . See Letter to the Limited Partners filed as Exhibit (d)(2) herewith
and the Solicitation Statement filed as Exhibit (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)(a Summary of the
Appraisals is attached as Annex E to the Solicitation Statement which
is filed herewith as Exhibit 99(d)(1)).
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 (a Summary of the Projections is attached as
Annex D to the Solicitation Statement which is filed herewith as
Exhibit 99(d)(1)).
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)).
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
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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) . . . . . . . . . . . . Estimated Consent Solicitation Fee Schedule from The Herman Group Inc.
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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 January 24, 1997.
HALL INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP, an Arizona limited partnership
By: HALL PENSION FUND ASSOCIATES,
its General Partner
By: Hall 1985 Management Associates
Limited Partnership, 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
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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) (a Summary of
the Appraisals is attached as Annex E to the Solicitation Statement
which is filed herewith as Exhibit 99(d)(1)).
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 (a Summary of the Projections is attached as
Annex D to the Solicitation Statement which is filed herewith as
Exhibit 99(d)(1)).
**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 which is filed herewith as
Exhibit 99(d)(1)).
*99(d)(3) Form of Ballot.
*99(f) Estimated Consent Solicitation Fee Schedule from the Herman Group
Inc.
*Filed herewith.
**Previously filed.