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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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SHELTER PROPERTIES I LIMITED PARTNERSHIP
(Name of Subject Company)
COOPER 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)
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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 LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 2 TO SCHEDULE 14D-1/AMENDMENT NO. 9 TO SCHEDULE 13D
This Amendment No. 2, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on July 21,
1998, as amended by Amendment No. 1 filed with the Commission on August 18,
1998 (the "Schedule 14D-1") by Cooper River Properties, L.L.C. (the
"Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust
("IPT") and Insignia Financial Group, Inc. ("Insignia"), also constitutes
Amendment No. 9 to the Statement on Schedule 13D of the Purchaser, IPLP, IPT,
Insignia and Andrew L. Farkas, originally filed with the Commission on May 30,
1995, as amended by Amendment No. 1 filed with the Commission on June 14, 1995,
Amendment No. 2 filed with the Commission on June 21, 1995, Amendment No. 3
filed with the Commission on July 3, 1995, Amendment No. 4 filed with the
Commission on November 27, 1995, Amendment No. 5 filed with the Commission on
April 25, 1997, Amendment No. 6 filed with the Commission on June 20, 1997,
Amendment No. 7 filed with the Commission on July 21, 1998 and Amendment No. 8
filed with the Commission on August 18, 1998 (and together with the Schedule
14D-1, the "Schedules"). The Schedules relate to the tender offer of the
Purchaser to purchase up to 2,400 of the outstanding units of limited
partnership interest (the "Units") of Shelter Properties I Limited Partnership
at a purchase price of $625 per Unit, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated July 21,
1998 (the "Offer to Purchase") and the related Assignment of Partnership
Interest (which, together with any supplements or amendments, collectively
constitute the "Offer"). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(f) The Offer expired pursuant to its terms at 5:00 p.m., New York time,
on Friday, August 21, 1998. The Purchaser currently is reviewing the tendered
materials submitted by holders of Units and intends to determine as promptly as
practicable the number of Units validly tendered and not withdrawn pursuant to
the Offer. In accordance with Rule 14e-1(c) under the Securities Exchange Act
of 1934, the Purchaser will promptly pay the consideration due to holders of
those Units that have been accepted for payment. Upon a final determination of
the number of and payment for Units validly tendered, the Purchaser will file a
final Amendment to this Statement reporting the results of the Offer.
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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: August 24, 1998
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Manager
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its General Partner
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ JEFFREY P. COHEN
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Jeffrey P. Cohen
Senior Vice President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ FRANK M. GARRISON
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Frank M. Garrison
Executive Managing Director
SOLELY FOR PURPOSES OF, AND INSOFAR AS THIS
FILING CONSTITUTES, AMENDMENT NO. 9 TO THE
STATEMENT ON SCHEDULE 13D
/s/ ANDREW L. FARKAS
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By: Jeffrey P. Cohen, Attorney-in-Fact
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