<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUPER 8 ECONOMY LODGING IV, LTD.
(Name of Issuer)
UNITS REPRESENTING ASSIGNMENTS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
--------------
(CUSIP Number)
David I. Lesser
Everest Properties II, LLC
3280 East Foothill Boulevard, Suite 320
Pasadena, California 91107
(818) 585-5920
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
APRIL 30, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x.] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
CUSIP No. PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Everest Properties, LLC
Taxpayer ID No.: 95-4576844
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]1
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
497 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 497 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
497 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]2
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 4.9% (Based on 10,000 Units reported as outstanding as of
March 31, 1997)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. PAGE 3 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Everest Properties II, LLC
Taxpayer ID No.: 95-4599059
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]4
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
115 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 115 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]5
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 1.2% (Based on 10,000 Units reported as outstanding as of
March 31, 1997)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. PAGE 4 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Everest Lodging Investors, LLC
Taxpayer ID No.: 95-4619608
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF, BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]6
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
115 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 115 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]7
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 1.2% (Based on 10,000 Units reported as outstanding as of
March 31, 1997)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP No. PAGE 5 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Everest/Madison Investors, LLC
Taxpayer ID No.: 95-4576843
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF, BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]9
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
497 Units
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 497 Units
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
497 Units
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]10
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 4.9% (Based on 10,000 Units reported as outstanding as of
March 31, 1997
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
This statement on Schedule 13D ("Statement") is filed by Everest
Lodging Investors, LLC, a California limited liability company and
Everest/Madison Investors, LLC, a California limited liability company, and
their managing members to report their interest in units of limited partnership
interest ("Units") in Super 8 Economy Lodging IV, Ltd., a California limited
partnership.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the subject company is Super 8 Economy Lodging IV,
Ltd., a California limited partnership (the "Partnership"). The address of the
Partnership's principal executive offices is 2030 J Street, Sacramento,
California 95814.
(b) The class of equity securities to which this Statement relates
is the Units.
ITEM 2. IDENTITY AND BACKGROUND.
Everest/Madison Investors, LLC is a California limited liability
company formed on March 11, 1996, and is engaged in the business of acquiring,
holding, owning, investing in and selling interests in real property, primarily
in the form of limited partnership interests. Its principal business address
is 3280 E. Foothill Boulevard, #320, Pasadena, California 91107.
Everest Lodging Investors, LLC is a California limited liability
company organized on February 6, 1997, and is engaged in the business of
acquiring, holding, owning, investing in and selling interests in real
property, primarily in the form of limited partnership interests. Its
principal business address is 3280 E. Foothill Boulevard, #320, Pasadena,
California 91107.
Everest Properties II, LLC is a California limited liability company
organized on September 24, 1996, and is engaged in the business of acquiring,
holding, owning, investing in and selling interests in real property, primarily
in the form of limited partnership interests and serving as the manager of
Everest Lodging Investors, LLC. Its principal business address is 3280 E.
Foothill Boulevard, #320, Pasadena, California 91107.
Everest Properties, LLC is a California limited liability company
organized on March 25, 1996, to serve as the manager of companies engaged in
real estate investments. Its principal business address is 3280 E. Foothill
Boulevard, #320, Pasadena, California 91107.
During the last five years, none of the persons filing this Statement
nor, to the best of their knowledge, any of the persons listed in Schedule I
("Directors and Officers") has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding any such person was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Everest/Madison Investors, LLC obtained the funds to purchase the
Units reported on this Statement from capital contributions by its members.
Everest Lodging Investors, LLC obtained the funds to purchase the Units
reported on this Statement from capital contributions by its members.
<PAGE> 7
ITEM 4. PURPOSE OF TRANSACTION.
The parties filing this Statement believe that holding an interest in
the properties underlying the Units is an attractive investment at the prices
at which Units have been obtainable. They intend to monitor the status of such
properties and the real estate markets generally, and based upon the results of
such review and other economic considerations, including the availability of,
and alternative uses of, investment funds, may determine to acquire additional
Units, to sell Units now held, to seek to cause a sale of properties held by
the Partnership, to itself or third parties, or to seek changes in the
Partnership. However, at this time, the persons filing this Statement do not
have any specific plans or proposals which would relate to, or would result in,
any transaction, change or other occurrence with respect to the Partnership or
the Units as is listed in paragraphs (a) through (j) of Item 4 in Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Everest/Madison Investors, LLC presently holds 497 Units, or
approximately 4.9% of the outstanding Units, based upon the number of Units
reported as outstanding on March 31, 1997. These Units were acquired by an
offer to purchase which began on April 2, 1996 and closed May 3, 1996. The
Partnership accepted the transfer of these Units to Everest/Madison Investors,
LLC on or about May 28, 1996.
Everest Lodging Investors, LLC owns 115 Units which were acquired in
private purchase transactions and represent approximately 1.2% of the
outstanding Units, based upon the number of Units reported as outstanding on
March 31, 1997.
As the manager of Everest Lodging Investors, LLC, Everest Properties
II, LLC may be deemed to have beneficial ownership of the Units held by Everest
Lodging Investors, LLC, even though the power to purchase or dispose of Units
can be exercised only with approval of the members. Everest Properties II, LLC
also may be deemed to have beneficial ownership of such Units because it owns a
majority interest in one of the members in Everest Lodging Investors, LLC, even
though that member has a minority interest. Everest Properties, LLC may be
deemed to have ownership of Units held by Everest/Madison Investors, LLC
because it serves as manager and is a member holding a 75% interest.
In the past sixty days, the parties have made the following purchases
of Units:
<TABLE>
<CAPTION>
Purchaser Date Units Price Method
--------- ---- ----- ----- ------
<S> <C> <C> <C> <C>
Everest Lodging Investors, LLC 3/3/97 2 $310 Private Purchase
Everest Lodging Investors, LLC 3/5,3/13/97 15 $350 Private Purchase
Everest Lodging Investors, LLC 3/6/97 2 $370 Private Purchase
Everest Lodging Investors, LLC 3/6,3/12,3/18,3/27/97 25 $375 Private Purchase
Everest Lodging Investors, LLC 4/15/97 4 $380 Private Purchase
Everest Lodging Investors, LLC 3/5,3/14,3/19,3/24,4/1,4/9,4/14, 67 $400 Private Purchase
4/15,4/16,4/21,4/23/97
</TABLE>
As a majority owner of Everest Lodging Investors, LLC, The Blackacre
Capital Group, L.P. is entitled to economic benefit (dividends or
distributions) from the Partnership and can influence voting, purchase or
dispositions of Units by Everest Lodging Investors, LLC. The Blackacre Capital
Group, L.P. has no interest in Units held by Everest/Madison Investors, LLC.
7
<PAGE> 8
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF
THE ISSUER.
The persons filing this Statement deny the existence of a group and
disclaim beneficial ownership of the Units held by the other persons filing
this Statement. This Statement is being filed as a precaution because the
individuals performing management services for Everest Properties, LLC and
Everest Lodging Investors, LLC are substantially the same, and are likely to
make similar recommendations to both companies. There is no contract,
arrangement or understanding, and no duty or obligation on the part of
Everest/Madison Investors, LLC and Everest Lodging Investors, LLC or their
members to act in concert, even though the common source of investment
recommendations may be deemed to suggest a joint course of action.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.a Agreement to file joint statement on Schedule 13D.
8
<PAGE> 9
SIGNATURES
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: April 30, 1997
EVEREST/MADISON INVESTORS, LLC
By: EVEREST PROPERTIES, LLC, Manager
By: /s/ W. ROBERT KOHORST
---------------------------
W. Robert Kohorst
President
EVEREST LODGING INVESTORS, LLC
By: EVEREST PROPERTIES II, LLC, Manager
By: /s/ W. ROBERT KOHORST
---------------------------
W. Robert Kohorst
President
EVEREST PROPERTIES, LLC
By: /s/ W. ROBERT KOHORST
--------------------------------
W. Robert Kohorst
President
EVEREST PARTNERS, LLC
By: /s/ W. ROBERT KOHORST
--------------------------------
W. Robert Kohorst
President
9
<PAGE> 10
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
Everest/Madison Investors, LLC is owned by its members, Everest
Properties, Inc., a California corporation, and Everest Properties, LLC, a
California limited liability company, which serves as manager and may be
regarded as controlling Everest/Madison Investors, LLC. W. Robert Kohorst
owns a controlling interest in both members.
Everest Lodging Investors, LLC is owned 90% by The Blackacre Capital
Group, L.P. and 10% by Everest Partners, LLC, which serves as manager. A
majority of the interest in Everest Partners, LLC is owned by Everest
Properties, LLC which, as noted above, is controlled by W. Robert Kohorst.
The individuals managing the managers of Everest Lodging Investors,
LLC and Everest/Madison Investors, LLC are W. Robert Kohorst and David I.
Lesser, who are described below. Information about The Blackacre Capital
Group, L.P., a Delaware limited partnership, is provided below.
The business address of each executive officer and director described
below is 3280 E. Foothill Boulevard, #320, Pasadena, California 91107. Each
executive officer and director is a United States citizen. the name and
principal occupation or employment of each executive officer and director are:
<TABLE>
<CAPTION>
Present Principal Occupation or Employment
Name Position and Five-Year Employment History
---- ------------------------------------------
<S> <C>
W. Robert Kohorst President of Everest Realty Management, LLC, and
Everest Partners, LLC from 1996 - present.
President and Director of Everest Properties,
Inc., from 1994 - present. President and Director
of KH Financial, Inc., from 1991 - present.
David I. Lesser Executive Vice President and Secretary of Everest
Realty Management, LLC, and Everest Partners, LLC
from 1996 - present. Executive Vice President of
Everest Properties, Inc., from 1995 - present.
Principal and member of Feder, Goodman & Schwartz,
Inc. from 1992 - 1996. Counsel to Howard, Rice,
Nemerovski, Canady, Robertson & Falk from 1990 -
1992.
Jeffrey B. Citrin Managing Partner of The Blackacre Capital Group,
L.P. from 1994 - present. Managing Director of
Commercial Mortgage Investment Unit at Oppenheimer
& Co., Inc. from 1993 - 1994. Vice President at
CS First Boston from 1991 - 1993.
Ronald J. Kravit Managing Director of The Blackacre Capital Group,
L.P. from 1996 - present. Affiliated with Apollo
Real Estate Advisors, L.P. from 1994 - 1996.
Senior Vice President/ Managing Director at G.
Soros Realty Advisors/Reichman International from
1993 - 1994. Vice President/CFO at Maxxam
Property Company from 1991 - 1993.
Stephen P. Enquist Chief Financial Officer of The Blackacre Capital
Group, L.P. from 1994 - present. Assistant Vice
President at Oppenheimer & Co., Inc., from 1993 -
1994. Senior Financial Analyst at Goldman, Sachs
& Co. from 1992 - 1993.
</TABLE>
10
<PAGE> 1
EXHIBIT 7.a
Whereas each of the persons signing this Agreement may have an
obligation to file a statement or Schedule 13D with respect to Units of limited
partnership interest in Super 8 Economy Lodging IV, Ltd. because the
individuals performing management services to all parties signing this
agreement are the same and the parties have, or may be regarded as having,
interests in units in the same issuer;
THEREFORE, the parties agree to file a joint statement (the
"Statement") on Schedule 13D and amendments thereto as needed; provided that
each party shall remain responsible for the accuracy of its information
concerning itself and its holdings, and shall be responsible to promptly file
such additional or supplemental information as shall be necessary to make the
Statement comply with the requirements of Schedule 13D and not be misleading.
Dated this 30th day of April, 1997.
EVEREST/MADISON INVESTORS, LLC
By: EVEREST PROPERTIES, LLC, Manager
By: /s/ W. ROBERT KOHORST
---------------------------
W. Robert Kohorst
President
EVEREST LODGING INVESTORS, LLC
By: EVEREST PROPERTIES II, LLC, Manager
By: /s/ W. ROBERT KOHORST
---------------------------
W. Robert Kohorst
President
EVEREST PROPERTIES, LLC
By: /s/ W. ROBERT KOHORST
--------------------------------
W. Robert Kohorst
President
EVEREST PARTNERS, LLC
By: /s/ W. ROBERT KOHORST
--------------------------------
W. Robert Kohorst
President
11
