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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. 4
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
Hall Institutional Mortgage Fund Donald L. Braun
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: [ ]
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
definitive 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 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, 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.
----------------
(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
--------------------------
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 Annexes
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 Understandings with
----------------------
Respect 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.
---------------------
(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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27 . . . . . . . . . Financial Data Schedule.
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). . . . . . . . . Form of Hall Institutional Mortgage Fund
Limited Partnership Amended and Restated
Certificate and Agreement of Limited
Partnership.
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 March 17, 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,
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
--------------------------------
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
------ ------- -------------
**27 Financial Data Schedule.
*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) Form of Hall Institutional Mortgage Fund Limited Partnership Amended and
Restated Certificate and Agreement of Limited Partnership.
*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.
*** Filed in paper format under cover of Form SE.
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