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As filed with the Securities and Exchange Commission on February 21, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
AMENDMENT NO. 2
HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
(Name of the Issuer)
HALL INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
HALL FINANCIAL GROUP, INC.
HALL APARTMENT ASSOCIATES, INC.
CRAIG HALL
(Name of the Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTERESTS NONE
(Title of Class of Securities) (CUSIP Number of Class of Securities)
________________________
Larry Levey Donald L. Braun
Hall Institutional Mortgage Fund Hall Financial Group, Inc.
Limited Partnership 750 North St. Paul
4455 East Camelback Road Suite 200
Suite A-200 Dallas, Texas 75201
Phoenix, Arizona 85018 (214) 953-1155
(602)840-0060
(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: $
[ ] 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: Page 1 of 10
Form or Registration No.:
Filing Party: Exhibit Index Appears on page 10
Date Filed:
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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, Hall
Financial Group, Inc., a Delaware corporation and an affiliate of the
Partnership (the "Purchaser"), Hall Apartment Associates, Inc., a Texas
corporation and the managing general partner of the Partnership ("Hall
Apartment Associates"), and Craig Hall, the controlling shareholder of both
Hall Apartment Associates and the Purchaser. The Partnership's principal
executive offices are located at 4455 East Camelback Road, Suite A-200,
Phoenix, Arizona 85018. The principal executive offices of the Purchaser and
Hall Apartment Associates and the business address of Craig Hall is 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
- ------------------------------------------------ -----------------------------------------------------------------
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 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, the
Purchaser, Hall Apartment Associates and Craig Hall. 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 knowledge of the Partnership, the Purchaser, Hall
Apartment Associates and Craig Hall, other than the information
furnished in "CERTAIN INFORMATION CONCERNING THE PARTNERSHIP AND
THE PURCHASER--The
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ------------------------------------------------ -----------------------------------------------------------------
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.
Item 3. Past Contracts, Transactions
----------------------------
or Negotiations.
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(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," "INTERESTS OF CERTAIN PERSONS IN TRANSACTION" and
Annex C to the Solicitation Statement.
Item 4. Terms of the Transaction.
------------------------
(a) . . . . . . . . . . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS," "MATERIAL TERMS OF
THE SALE TRANSACTION" and Annex C to the Solicitation Statement.
(b) . . . . . . . . . . . . . . . Not applicable.
Item 5. Plans or Proposal of the
------------------------
Issuer or Affiliate.
-------------------
(a), (b), (d) and (e) . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS--The Proposal,"
"--Effect of Approval of the Proposal," "MATERIAL TERMS OF THE
SALE TRANSACTION" and Annex C to the Solicitation Statement.
(c) . . . . . . . . . . . . . . . Not applicable.
(f) and (g) . . . . . . . . . . . "SPECIAL FACTORS--Effect of Approval of the Proposal" and
"CERTAIN INFORMATION
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ------------------------------------------------ -----------------------------------------------------------------
CONCERNING THE PARTNERSHIP AND THE PURCHASER-- Regulatory Proceedings."
Item 6. Source and Amount of Funds
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or Other Consideration.
----------------------
(a) and (b) . . . . . . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS--The Proposal,"
"--Conflicts of Interest" and "--Fairness of the Proposal,"
"MATERIAL TERMS OF THE 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) . . . . . . . . . . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS--The Proposal,"
"--Effect of Approval 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."
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ------------------------------------------------ -----------------------------------------------------------------
(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" and
Annex A, B, D and E to the Solicitation Statement.
Item 10. Interest in Securities of the
-----------------------------
Issuer.
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(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
SALE TRANSACTION--The Asset Purchase Agreement," "INTERESTS OF
CERTAIN PERSONS IN TRANSACTION," "MARKET FOR UNITS AND RELATED
MATTERS" and Annex C to the Solicitation Statement.
Item 11. Contracts, Arrangements or
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Understandings with Respect
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to the Issuer's Securities. . . . "SPECIAL FACTORS--The Proposal," "MATERIAL TERMS OF THE
--------------------------
TRANSACTION," "CERTAIN INFORMATION CONCERNING THE PARTNERSHIP
AND THE PURCHASER--Rights and Powers of Limited Partners,"
"--Term and Liquidation of the Partnership" and
"--Indemnification" and "INTERESTS OF CERTAIN PERSONS IN
TRANSACTION."
Item 12. Present Intention and
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Recommendation of Certain
-------------------------
Persons with Regard to the
--------------------------
Transaction.
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(a) . . . . . . . . . . . . . . . "INTRODUCTION," "SUMMARY," "SPECIAL FACTORS--The Proposal" and
"--Consent of Limited Partners," and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ------------------------------------------------ -----------------------------------------------------------------
(b) . . . . . . . . . . . . . . . "SUMMARY" and "SPECIAL FACTORS--Fairness of the Proposal."
Item 13. Other Provisions of the
-----------------------
Transaction.
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(a) . . . . . . . . . . . . . . . "SPECIAL FACTORS--Appraisal Rights" and "--Fiduciary
Responsibility of the Managing General Partner."
(b) . . . . . . . . . . . . . . . "SPECIAL FACTORS--the Proposal" and "--Fairness of the
Proposal."
(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) . . . . "PRO FORMA BALANCE SHEET" and "ESTIMATE OF ALLOCATIONS
DISTRIBUTIONS."
Item 15. Persons and Assets Employed,
----------------------------
Retained or Utilized.
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(a) and (b) . . . . . . . . . . . "VOTING PROCEDURES" and "SOLICITATION COSTS."
Item 16. Additional Information . . . . . . See Letter to the Limited Partners filed as Exhibit (d)(2) and
---------------------- the Solicitation Statement filed as Exhibit (d)(1) herewith.
Item 17. Material to be Filed as
-----------------------
Exhibits.
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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)).
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Schedule 13E-3
Item Number and Caption Location in the Solicitation Statement
- ------------------------------------------------ -----------------------------------------------------------------
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, 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 (attached to the Solicitation Statement which is
filed herewith as Exhibit 99(d)(1)).
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 February 21, 1997.
HALL INSTITUTIONAL MORTGAGE FUND LIMITED
PARTNERSHIP, an Arizona limited partnership
By: HALL PENSION FUND ASSOCIATES, LTD.
its General Partner
By: HALL 1985 MANAGEMENT ASSOCIATES, LTD.
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
HALL APARTMENT ASSOCIATES, INC.
By: /s/ Larry Levey
--------------------------
Larry Levey
Vice President
/s/Craig Hall
-------------------------------
Craig Hall
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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, 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.
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