SUPER 8 ECONOMY LODGING IV LTD
SC 13E3/A, 1999-03-04
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               Amendment No. 6 to
                        Rule 13e-3 Transaction Statement
      (Pursuant to Section 13e-3 of the Securities Exchange Act of 1934 and
                             Rule 13e-3 thereunder)
    

                        Super 8 Economy Lodging IV, Ltd.
                              (Name of the Issuer)

                        Super 8 Economy Lodging IV, Ltd.
                       Grotewohl Management Services, Inc.
                                 Mark Grotewohl
                       (Name of Persons Filing Statement)

                      Units of Limited Partnership Interest
                         (Title of Class of Securities)

                                       N/A
                      (CUSIP Number of Class of Securities)

                               Philip B. Grotewohl
                       Grotewohl Management Services, Inc.
                                  2030 J Street
                              Sacramento, CA 95814
                                 (916) 442-9183
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
              Communications on Behalf of Persons Filement)

This statement is filed in connection with:

[X]     (a) The filing of  solicitation  materials or an  information  statement
        subject to Regulation  14A,  Regulation  14C or Rule 13e-3(c)  under the
        Securities Exchange Act of 1934.
[ ] (b) The filing of a registration statement under the Securities Act of 1933.
[ ] (c) A tender offer.
[ ] (d) None of the above.

Check the following box if the soliciting materials or information statement 
referred to above are preliminary copies: [X]

Calculation of Filing Fee

     Transaction valuation                       Amount of filing fee
     $7,600,000                                  $1,520
     (Based on purchase price of property)

[X] Check box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous filing by registration  statement  number,  or the Form or
Schedule and the date of its filing.
         Amount previously paid:    $1,520
         Form or Registration No.:  Schedule 14A
         Filing party:              Registrant
         Date Filed:                May 15, 1998


<PAGE>
   


    This statement is intended to be the final amendment to the Rule 13e-3
Transaction Statement filed by Super 8 Economy Lodging IV, Ltd. (the "Issuer"), 
Grotewohl Management Services, Inc., and Mark Grotewohl on July 28, 1998, as 
amended by Amendment No. 1 thereto filed on September 22, 1998, Amendment No. 2 
thereto filed on November 3, 1998, Amendment No. 3 thereto filed on November 
13, 1998, Amendment No. 4 thereto filed on November 16, 1998, and Amendment 
No. 5 thereto filed on December 15, 1998 (collectively, the "Transaction
Statements"). The subject of the Transaction Statements was the sale of the 
property of the Issuer on the terms described in the Transaction Statements.

     The sale of the property of the Issuer (consisting of the motel located in
Pleasanton, California and the related assets, as described in the Transaction
Statements) was approved by a majority-in-interest of the limited partners of 
the Issuer, and effective on February 22, 1999, the motel and the related assets
were sold by the Issuer to the purchaser described in the Transaction 
Statements, and the Issuer was dissolved. Upon completion of its winding-up
activities, the Issuer will be terminated.


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<PAGE>




                                   SIGNATURES

         After due  inquiry  and to the best of our  knowledge  and  belief,  we
certify that the information  set forth in this statement is true,  complete and
correct.

   
Dated the 3rd day of March, 1999      SUPER 8 ECONOMY LODGING IV, LTD.,
                                      A CALIFORNIA LIMITED PARTNERSHIP
    

                                      By:   Grotewohl Management Services, Inc.,
                                            Managing General Partner

                                            By:      /S/ PHILIP B GROTEWOHL
                                                     Philip B. Grotewohl

                                            GROTEWOHL MANAGEMENT SERVICES, INC.

                                            By:      /S/ PHILIP B GROTEWOHL
                                                     Philip B. Grotewohl

                                            /s/ MARK GROTEWOHL



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