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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)
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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. 2 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on August 28,
1997, as amended by Amendment No. 1 filed with the Commission on September 10,
1997 (the "Statement"), 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 10, 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 Alameda (the "Heller Complaint")
seeking, among other things, an order enjoining the Offer, an order requiring
the defendants to discharge their fiduciary duties to the limited partners of
the Partnership (the "Limited Partners") by, among other things, engaging
independent persons to act in the best interests of the Limited Partners and by
seeking other transactions that would maximize value for the Limited Partners,
an order requiring the defendants to explore other alternatives to the tender
offers and compensatory damages.
The Heller 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 Heller 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. The Heller 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, and failed to
adequately consider other alternatives available to the Partnerships, such as a
sale or liquidation of the Partnerships' properties, or to hire an independent
person to advise the general partners as to such alternatives. In the Heller
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 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 Partnership will be sold or liquidated
in the near future; the liquidity and value of the Units; the limited secondary
market for Units; the true nature of the market for the underlying assets; and
the true intentions of Insignia and its affiliates with respect to the Units.
Insignia and its affiliates believe that the allegations contained in
the Heller Complaint are without merit and intend to vigorously contest the
Plaintiffs' action.
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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 12, 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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