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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. 1)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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SHELTER PROPERTIES II 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. 1 TO SCHEDULE 14D-1/AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 1, which amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on July 21,
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. 8 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 and
Amendment No. 7 filed with the Commission on July 21, 1998 (and together with
the Schedule 14D-1, the "Schedules"). The Schedules relate to the tender offer
of the Purchaser to purchase up to 9,500 of the outstanding units of limited
partnership interest (the "Units") of Shelter Properties II Limited Partnership
at a purchase price of $450 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) On July 30, 1998, certain entities claiming to own limited
partnership interests in certain limited partnerships (including the
Partnership) whose general partners are affiliates of Insignia, IPT and the
Purchaser (the "Affiliated General Partners") filed a complaint in the Superior
Court of the State of California, County of Los Angeles (the "Los Angeles
Complaint") against Insignia, the Subject Partnerships (defined below), the
Affiliated General Partners (including the General Partner) and additional
entities affiliated with several of the defendants. The action involves 44 real
estate limited partnerships (each named as a defendant) in which the plaintiffs
allegedly own interests and which Insignia affiliates allegedly manage or
control (the "Subject Partnerships"). Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the units of limited partnership interest in each of the
Subject Partnerships. The Los Angeles Complaint also alleges that certain of
the defendants made tender offers to purchase units of limited partnership
interest in many of the Subject Partnerships, with the alleged result that
plaintiffs have been deprived of the benefits they would have realized from
ownership of the additional units. The plaintiffs assert eleven causes of
action, including breach of contract, unfair business practices, and violations
of the partnership statutes of the states in which the Subject Partnerships are
organized. Plaintiffs seek compensatory, punitive and treble damages. Insignia
was only recently served with the Los Angeles Complaint and has not yet
responded to it. Insignia believes the claims to be without merit and intends
to defend the action vigorously.
The Offer has been extended to 5:00 p.m., New York time, on Friday,
August 21, 1998. On August 18, 1998, the Purchaser issued a press release
announcing such extension and reporting that approximately 1,724 Units had been
tendered pursuant to the Offer to date. A copy of the press release has been
filed as Exhibit (a)(5) to this Amendment No. 8 and is incorporated herein by
reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(5) Text of press release issued by the Purchaser on August 18, 1998.
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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 18, 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
Jeffrey P. Cohen
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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. 8 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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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(5) Text of press release issued by the Purchaser on August 18, 1998.
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EXHIBIT (A)(5)
COOPER RIVER PROPERTIES, L.L.C.
P.O. Box 19059
Greenville, SC 29602
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
GREENVILLE, SOUTH CAROLINA, August 18, 1998--Cooper River Properties,
L.L.C. today announced that it has extended the expiration date of its
outstanding tender offers for limited partnership interests in Shelter
Properties I Limited Partnership, Shelter Properties II Limited Partnership,
Shelter Properties IV Limited Partnership, Shelter Properties V Limited
Partnership, Shelter Properties VI Limited Partnership and Shelter Properties
VII Limited Partnership. The expiration date for each tender offer has been
extended to 5:00 p.m., New York time, on Friday, August 21, 1998. The offers
were previously scheduled to expire at 12:00 midnight on Monday, August 17,
1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on August 17, 1998,
approximately 1,007 interests had been tendered pursuant to the Shelter
Properties I offer, approximately 1,724 interests had been tendered pursuant to
the Shelter Properties II offer, approximately 4,055 interests had been
tendered pursuant to the Shelter Properties IV offer, approximately 2,583
interests had been tendered pursuant to the Shelter Properties V offer,
approximately 2,903 interests had been tendered pursuant to the Shelter
Properties VI offer and approximately 1,430 interests had been tendered
pursuant to the Shelter Properties VII offer.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.
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