SUPER 8 ECONOMY LODGING IV LTD
SC 13D/A, 1998-06-09
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A
                                 AMENDMENT NO. 3
                    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)

                              Christopher K. Davis
                           Everest Properties II, LLC
                     199 South Los Robles Avenue, Suite 440
                           Pasadena, California 91101
                                 (626) 585-5920
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 April 20, 1998
             (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  that is the subject of this  Schedule  13D, and is filing this
schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g) check the following box
[ ].

<PAGE>


This  Amendment No. 3 amends the Schedule 13D filed with the Commission on April
30, 1997, as amended to the date hereof (the "Schedule 13D").  Capitalized terms
used but not defined herein have the meanings given to them in the Schedule 13D.
The following items are amended as follows:

Item 4.   Purpose of Transaction

Item 4 is hereby  amended to reflect  that  certain of the  parties  filing this
statement have settled certain litigation in both the California  Superior Court
and the U.S. District Court for the Eastern District of California involving the
Partnership and its general partner.  The settlement  agreement provides,  among
other  things,   that  the   Partnership's   general  partner  must  market  the
Partnership's  properties  and has until June 30, 1998 to evaluate and negotiate
one or more contracts to sell the properties;  and that the general partner must
submit  to the  limited  partners  of the  Partnership  any bona  fide  offer to
purchase one or more of the properties for at least 75% of the appraised  value.

Certain of the parties filing this statement have also entered into an agreement
with Mark  Grotewohl,  the son of the  controlling  shareholder  of the  general
partner,  agreeing  to vote  their  Partnership  units to  approve a sale of the
Partnership's  properties to Mr. Grotewohl or his designee at a cash price equal
to the appraised value of the properties,  if certain additional  conditions are
met.


Item 6.   Contracts, Arrangements,  Understandings or Relationships with Respect
          to Securities of the Issuer

Item 6 is hereby  amended to reflect  that  certain of the  parties  filing this
statement have settled certain litigation in both the California  Superior Court
and the U.S. District Court for the Eastern District of California involving the
Partnership and its general partner.  The settlement  agreement provides,  among
other  things,   that  the   Partnership's   general  partner  must  market  the
Partnership's  properties  and has until June 30, 1998 to evaluate and negotiate
one or more contracts to sell the properties;  and that the general partner must
submit  to the  limited  partners  of the  Partnership  any bona  fide  offer to
purchase one or more of the properties for at least 75% of the appraised  value.

Certain of the parties filing this statement have also entered into an agreement
with Mark  Grotewohl,  the son of the  controlling  shareholder  of the  general
partner,  agreeing  to vote  their  Partnership  units to  approve a sale of the
Partnership's  properties to Mr. Grotewohl or his designee at a cash price equal
to the appraised value of the properties,  if certain additional  conditions are
met.


<PAGE>


                                   SIGNATURES

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:  June 9, 1998



                         EVEREST/MADISON INVESTORS, LLC

                         By:      EVEREST PROPERTIES, LLC, Manager


                                  By:  /s/ DAVID I. LESSER
                                       --------------------------
                                       David I. Lesser
                                       Executive Vice President


                         EVEREST LODGING INVESTORS, LLC

                         By:      EVEREST PROPERTIES II, LLC, Manager

                                   By:  /s/ DAVID I. LESSER
                                        --------------------------
                                        David I. Lesser
                                        Executive Vice President


                         EVEREST PROPERTIES, LLC


                            By: /s/ DAVID I. LESSER
                              --------------------------
                                David I. Lesser
                              Executive Vice President



                          EVEREST PROPERTIES II, LLC

                            By: /s/ DAVID I. LESSER
                              --------------------------
                                David I. Lesser
                             Executive Vice President




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