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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)
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CONSOLIDATED CAPITAL PROPERTIES IV
(Name of Subject Company)
IPLP ACQUISITION I LLC
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
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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This Amendment No. 1 amends and supplements the Tender
Offer Statement on Schedule 14D-1 (the "Statement") originally filed with the
Commission on August 28, 1997 by IPLP Acquisition I LLC, a Delaware limited
liability company (the "Purchaser"), Insignia Properties, L.P, a Delaware
limited partnership ("IPLP"), Insignia Properties Trust, a Maryland real estate
investment trust ("IPT") and Insignia Financial Group, Inc., a Delaware
corporation ("Insignia"), relating to the tender offer of the Purchaser to
purchase up to 85,000 of the outstanding units of limited partnership interest
(the "Units") of Consolidated Capital Properties IV, a California limited
partnership (the "Partnership"), at $140.00 per Unit, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 28, 1997 (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 Statement and the
Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
(e) On September 8, 1997, persons claiming to own units of
limited partnership interest in the Partnership ("Units") filed a Complaint
with respect to a purported class action and derivative suit in the Superior
Court for the State of California for the County of San Mateo seeking, among
other things, an order requiring corrections to the disclosures in the Offer to
Purchase and enjoining the Offer, an order requiring the defendants to disclose
their fiduciary duties to the limited partners of the Partnership by seeking
other transactions that would maximize value for the limited partners of the
Partnership and compensatory damages.
The Complaint applies to the Offer and to five other tender
offers being made by affiliates of Insignia for units of limited partnership
interest in other limited partnerships in which other affiliates of Insignia
serve as general partners. The Complaint names as defendants the Purchaser,
Insignia and each of the affiliates of Insignia, including IPLP, IPT, ConCap
Equities, Inc. (the "General Partner") and the five other Insignia-affiliated
general partners, and one individual who is an officer and director of
Insignia. The Complaint contains allegations that, among other things, the
defendants have intentionally mismanaged the Partnership and the five other
Partnerships (the "Partnerships") and acted contrary to the limited partners'
best interests, through use of non-public material information gained as a
result of the relationship between the Purchaser and the general partners of
the Partnerships, in order to prolong the lives of the Partnerships and thus
continue the revenue derived by Insignia from the Partnerships, while at the
same time reducing the demand for the Partnerships' units in the limited resale
market for the units by artificially depressing the trading prices for the
units in order to create a favorable environment for the Offer and the five
other tender offers. In the Complaint, the plaintiffs also allege that, as a
result of the Offer, the Purchaser will acquire effective voting control over
the Partnerships at highly inadequate prices, and that the Offers to Purchase
and related tender offer documents contain numerous false and misleading
statements and omissions of material facts. The alleged misstatements and
omissions concern, among things, the advantages to limited partners of
tendering Units pursuant to the Offer; the description of the Estimated
Liquidation Value in the Offer to Purchase and the estimated expenses that were
taken into account in computing that Value; the true financial condition of the
Partnership and the ability to sell or refinance any of the Partnership's
properties; the factors affecting the likelihood that properties owned by the
Partnerships will be sold or liquidated in the near future; the liquidity and
value of the Units; the limited secondary market for Units; and the true nature
of the market for the underlying assets.
On September 8, 1997, persons claiming to own Units filed a
Complaint with respect to a purported class action and derivative suit in the
Court of Chancery in the State of Delaware in and for New Castle County
seeking, among other things, compensatory damages, a declaration that the
defendants have breached their fiduciary duties to the limited partners of the
Partnership, an order directing the defendants to carry out their fiduciary
duties and an order enjoining the Offer.
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The Complaint applies to the Offer and to five other tender
offers being made by affiliates of Insignia for units of limited partnership
interest in other limited partnerships in which other affiliates of Insignia
serve as general partners. The Complaint names as defendants the Purchaser,
Insignia and IPLP, an affiliate of Insignia. The Complaint contains allegations
that, among other things, the defendants have intentionally mismanaged the
Partnership and the five other Partnerships and acted contrary to the limited
partners' best interests, by manipulating the limited partners into selling
their units pursuant to the Offer and the five other tender offers for
substantially lower prices than the units are worth. In the Complaint, the
plaintiffs also allege that, as a result of the Offer and in light of the
acknowledged conflict of interest between the Purchaser and the General
Partner, Insignia breached its duty to provide an independent analysis of the
fair market value of the Units in the Offer to Purchase and the related tender
offer materials (including the Schedule 14D-9 filed with the Commission on
August 28, 1997 by the General Partner of the Partnership). The Complaint
contains further allegations that, among other things, the defendants failed to
appoint a disinterested committee to review the Offer, and therefore did not
adequately consider other alternatives available to the limited partners (such
as a liquidation or auction of the Partnership or its assets), resulting in an
offer that may not be in the best interest of the Partnership and the limited
partners.
Insignia and its affiliates believe that the allegations
contained in the two Complaints are without merit and intend to vigorously
contest the Plaintiffs' actions.
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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: September 10, 1997
IPLP ACQUISITION I LLC
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
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