<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
------------------
CONSOLIDATED CAPITAL PROPERTIES IV
(Name of Subject Company)
CONSOLIDATED CAPITAL PROPERTIES IV
(Name of Person Filing Statement)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
-------------------------
WILLIAM H. JARRARD, JR.
President
ConCap Equities, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602
(864) 239-2747
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
Copy to:
ARNOLD S. JACOBS, ESQ.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3210
<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject partnership is Consolidated Capital
Properties IV, a California limited partnership (the "Partnership"), and the
address of its principal executive offices is One Insignia Financial Plaza,
Greenville, South Carolina 29602. The title of the class of equity securities
to which this statement relates is the Partnership's Limited Partnership Units
("Units").
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to an offer 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," and together with IPLP, IPT
and the Purchaser, the "Bidders"), disclosed in a Tender Offer Statement on
Schedule 14D-1 dated August 28, 1997 (the "Schedule 14D-1"), to purchase up to
85,000 outstanding Units at a purchase price of $140 per Unit, net to the
seller in cash, without interest, 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
collectively constitute the "Offer" and are contained within the Schedule
14D-1).
The address of the Purchaser's principal executive offices
is One Insignia Financial Plaza, Greenville, South Carolina 29602.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Partnership, which
is the person filing this statement, are set forth in Item 1 above.
(b)(i) The Partnership's sole general partner is ConCap
Equities, Inc., a Delaware corporation (the "General Partner") and an
affiliate of the Bidders.
Upon the Partnership's formation in 1981, Consolidated
Capital Equities Corporation ("CCEC"), a Colorado corporation, was the
corporate general partner and Consolidated Capital Management Company, a
California general partnership, was the non-corporate general partner. As a
result of a succession of agreements, CCEC became the Partnership's Managing
Agent. In 1988, through a series of transactions, Southmark Corporation
acquired control of CCEC. In December 1988, CCEC filed for reorganization
under Chapter 11 of the United States Bankruptcy Code. In 1990, as part of
CCEC's reorganization plan, the General Partner acquired CCEC's interest as
managing agent in the Partnership and its general partner interests in the
Partnership and in 15 other affiliated public limited partnerships (the
"Affiliated Partnerships") and the General Partner replaced CCEC as the sole
general partner of the Partnership (and as the sole general partner of each of
the Affiliated Partnerships). The selection of the General Partner of the
Partnership (and of each of the Affiliated Partnerships) was approved by a
majority of the Limited Partners in the Partnership (and by a majority of the
limited partners in each of the Affiliated Partnerships) pursuant to
solicitations commenced in August 1990. Insignia acquired the stock of the
General Partner through two transactions in December 1994 and October 1995,
and contributed that stock to IPT in December 1996 in connection with IPT's
formation.
2
<PAGE>
The General Partner is a wholly-owned subsidiary of IPT. The
Purchaser is a newly-formed, wholly-owned subsidiary of IPLP, which is the
operating partnership of IPT. IPT is the sole general partner of IPLP (owning
approximately 68% of the total equity interests in IPLP), and Insignia is the
sole limited partner of IPLP (owning approximately 32% of the total equity
interests in IPLP). Insignia and its affiliates also own approximately 70% of
the outstanding common shares of beneficial interest of IPT. Since late
December 1994, Insignia Residential Group, L.P. ("IRG"), which is an affiliate
of Insignia and the Purchaser, has provided property management services to
the Partnership, and Insignia (directly or through affiliates) has performed
asset management and partnership administration services for the Partnership.
By reason of these relationships, the General Partner has conflicts of
interest in considering the Offer.
In January 1995, an affiliate of Insignia, Insignia CCP IV
Acquisition, L.L.C. ("CCP IV Acquisition"), purchased approximately 64,000
Units, at a purchase price of $60 per Unit, pursuant to a tender offer
commenced in December 1994. All of the equity interests in CCP IV Acquisition
were contributed to or acquired by IPLP in December 1996 in connection with
the formation of IPT, and CCP IV Acquisition was subsequently dissolved. As a
result, IPLP now owns all of those Units.
Under the Limited Partnership Agreement, the General Partner
holds an interest in the Partnership and is entitled to participate in certain
cash distributions made by the Partnership to its partners. The General
Partner received from the Partnership in respect of its interest in the
partnership, cash distributions of $58,000 to date in 1997, $219,000 in 1996
and $37,000 in 1995. In late December 1994, IRG (an affiliate of Insignia and
the General Partner) assumed day-to-day property management responsibilities
for 15 of the Partnership's properties, and in January 1995 IRG assumed
day-to-day property management responsibility for two other Partnership
properties. Currently, one of the Partnership properties is managed by an
unaffiliated party. The Partnership paid IRG property management fees for
property management services and reimbursed IRG for certain expenses incurred
by IRG in connection with providing such services in the amounts of
approximately $1,316,000 and $1,223,000 for the years ended December 31, 1996
and 1995, respectively, and has paid IRG property management fees equal to
$688,000 during the first six months of 1997. The Partnership reimbursed the
General Partner and its affiliates (including Insignia) for expenses incurred
in connection with asset management and partnership administration services
performed by them for the Partnership during 1996 and 1995 in the amounts of
$605,000 and $645,000, respectively, and has reimbursed them in the amount of
$268,000 through June 30, 1997. The Partnership Agreement also provides for a
special management fee to be paid to the General Partner for executive and
administrative management services, equal to 9% of the total distributions of
cash flow from operations made to Limited Partners. The Partnership paid the
General Partner approximately $392,000 and $80,000 for the two years ended
December 31, 1996 and 1995, respectively, and has paid approximately $48,000
to the General Partner through June 30, 1997 pursuant to this provision. In
1995, the Partnership reimbursed an affiliate of the General Partner
approximately $42,000 for costs incurred in connection with evaluating the
feasibility of refinancing the debt encumbering several of the Partnership's
properties, and in 1996 and 1995 the Partnership paid the same affiliate
approximately $22,000 and $123,000, respectively, for loan costs incurred
during those years in connection with refinancing two of the Partnership's
properties in 1996 and eight properties in 1995. On July 1, 1995, the
Partnership began insuring its properties under a master policy through an
agency and insurer unaffiliated with the General Partner. An affiliate of the
General Partner acquired, in the acquisition of a business, certain financial
obligations from an insurance agency which was later acquired by the agent who
placed the current year's master policy. The current agent assumed the
financial obligations to the affiliate of the General Partner who receives
payments on these obligations from the agent. Insignia and the General Partner
believe that the aggregate financial benefit derived by Insignia and its
affiliates from the arrangement described in the three preceding sentences
during the 18-month period ended December 31, 1996 and since that date was
immaterial.
3
<PAGE>
The Purchaser and the General Partner are affiliates of and
controlled by IPT, which is controlled by Insignia. The General Partner has
conflicts of interest in considering the Offer, including (i) as a result of
the fact that a sale or liquidation of the Partnership's assets would result
in a decrease or climination of the fees paid to the General Partner and/or
its affiliates and (ii) the fact that as a consequence of the Purchaser's
ownership of Units, the Purchaser (which is an affiliate of the General
Partner) may have incentives to seek to maximize the value of its ownership of
Units, which in turn may result in a conflict for the General Partner in
attempting to reconcile the interests of the Purchaser (which is an affiliate
of the General Partner) with the interests of the other Limited Partners.
The Purchaser (which is an affiliate of the General Partner)
expects to pay for the Units it purchases pursuant to the Offer with funds
provided by IPLP as capital contributions. IPLP in turn intends to use its
cash on hand to make such contributions. It is possible, however, that in
connection with its future financing activities, IPT or IPLP may cause or
request the Purchaser (which is an affiliate of the General partner) to pledge
the Units as collateral for loans, or otherwise agree to terms which provide
IPT, IPLP and the Purchaser with incentives to generate substantial near-term
cash flow from the Purchaser's investment in the Units. This could be the
case, for example, if a loan has a "bullet" maturity after a relatively short
time or bears a high or increasing interest rate. In such a situation, the
General Partner may experience a conflict of interest in seeking to reconcile
the best interests of the Partnership with the need of its affiliates for cash
flow from the Partnership's activities.
If the Purchaser is successful in acquiring a significant
number of Units pursuant to the Offer, the Purchaser (which is an affiliate of
the General Partner) will have the right to vote those Units and thereby
significantly influence all voting decisions with respect to the Partnership,
including decisions concerning liquidation, amendments to the Limited
Partnership Agreement, removal and replacement of the General Partner and
mergers consolidations and other extraordinary transactions. Even if the
Purchaser acquires a lesser number of Units pursuant to the Offer, however
because IPT already owns (through IPLP) approximately 19.3% of the outstanding
Units it will be able to significantly influence the outcome of all voting
decisions with respect to the Partnership. This means that (i) non-tendering
Limited Partners could be prevented from taking action they desire but that
IPT (which is an affiliate of the General Partner) and (ii) IPT (which is an
affiliate of the General Partner) may be able to take action desired by IPT
but opposed by the non-tendering Limited Partners.
Under the Limited Partnership Agreement, Limited Partners
holding a majority of the Units are entitled to take action with respect to a
variety of matters, including: removal of a general partner and in certain
circumstances election of new or successor general partners; dissolution of
the Partnership; the sale of all or substantially all of the assets of the
Partnership; and most types of amendments to the Limited Partnership
Agreement. When voting on those and other matters, IPLP and the Purchaser
(which are affiliates of the General Partner) will vote the Units owned by
them in whatever manner they deem to be in the best interests of IPT, which,
because of their relationship with the General Partner, also may be in the
interest of the General Partner, but may not be in the interest of the Limited
Partners.
The Offer will not result in any change in the compensation
payable to the General Partner or its affiliates. However, as a result of the
Offer, the Purchaser (which is an affiliate of the General Partner) will
participate, in its capacity as a Limited Partner, in any subsequent
distributions to Limited Partners to the extent of the Units purchased
pursuant to the Offer.
(b)(ii) To the best knowledge of the General Partner, except
as described in this Schedule 14D-9, there are no other material agreements,
arrangements, understandings or any actual or potential
4
<PAGE>
conflicts of interest between the Partnership, the General Partner and their
affiliates and the Bidders, their executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Because of the existing and potential future conflicts of
interest described in Item 3 above, the Partnership and the General Partner
are remaining neutral and making no recommendation as to whether Unit holders
should tender their Units in response to the Offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf
has employed, retained or compensated, or intends to employ, retain or
compensate, any person or class of persons to make solicitations or
recommendations to Unit holders on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) Except as set forth on Schedule I attached hereto, no
transactions in the Units have been effected during the past 60 days by the
Partnership or the General Partner or, to the knowledge of the General
Partner, by any of its current or former executive officers, directors or
affiliates.
(b) To the knowledge of the Partnership, neither the General
Partner nor any of its current or former executive officers, directors or
affiliates intends to tender pursuant to the Offer any Units beneficially
owned by them.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of cover letter to Unit holders from the
Partnership dated August 28, 1997.
(b) None.
(c) None.
5
<PAGE>
SCHEDULE I
TRANSACTIONS IN THE UNITS
EFFECTED BY IPLP WITHIN THE PAST 60 DAYS
<TABLE>
<CAPTION>
Number of Price
Date Units Purchased Per Unit
---- --------------- ---------
<S> <C>
7/22/97 10 $123.00
8/19/97 40 $119.50
8/19/97 25 $120.00
</TABLE>
6
<PAGE>
SIGNATURE
After reasonable 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 28, 1997
CONSOLIDATED CAPITAL PROPERTIES IV
By: ConCap Equities, Inc.
Its General Partner
By: /s/ William H. Jarrard, Jr.
-------------------------------------
William H. Jarrard, Jr.
President
7
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
(a) Form of cover letter to Unit holders from the
Partnership dated August 28, 1997.
(b) None.
(c) None.
<PAGE>
Exhibit (a)
CONSOLIDATED CAPITAL PROPERTIES IV
August 28, 1997
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by
Consolidated Capital Properties IV (the "Partnership") with the Securities and
Exchange Commission in connection with an offer (the "Offer") 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," and together with
IPLP, IPT and the Purchaser, the "Bidders"), to purchase limited partnership
units ("Units") of the Partnership.
The Partnership's sole general partner (the "General
Partner") is ConCap Equities, Inc., a Delaware corporation and an affiliate of
the Bidders. Due to the affiliation between the General Partner of the
Partnership and the Bidders, the General Partner is subject to certain
conflicts of interest in connection with the response to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF
INTEREST, NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNER EXPRESSES ANY
OPINION AS TO THE OFFER AND EACH IS REMAINING NEUTRAL AND MAKING NO
RECOMMENDATION AS TO WHETHER UNIT HOLDERS SHOULD TENDER THEIR UNITS IN
RESPONSE TO THE OFFER.
Limited partners are advised to carefully read the enclosed
Schedule 14D-9.
Consolidated Capital Properties IV
