<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
------------------------------------
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
(Name of Issuer)
LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
------------------------------------
JOHN K. LINES, ESQ.
GENERAL COUNSEL AND SECRETARY
INSIGNIA FINANCIAL GROUP, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-1000
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
JUNE 13, 1997
(Date of Event Which Requires Filing of this Statement)
- -------------------------------------------------------------------------------
[ ] Check box 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 box if a fee is being paid with the statement.
- -------------------------------------------------------------------------------
<PAGE>
- --------------------------- ---------------------------
CUSIP No. None 13D Page 2
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- --------------------------- ---------------------------
===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
SP IV ACQUISITION, L.L.C.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES OF FUNDS
Not Applicable
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 11,122
PERSON WITH ---------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
11,122
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,872
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% (Based on 49,995 Units reported
outstanding as of April 30, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
===============================================================================
<PAGE>
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CUSIP No. None 13D Page 3
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===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MARKET VENTURES L.L.C.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY ---------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 370
PERSON WITH ---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
370
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,872
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% (Based on 49,995 Units reported
outstanding as of April 30, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
===============================================================================
<PAGE>
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CUSIP No. None 13D Page 4
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- --------------------------- ---------------------------
===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
LIQUIDITY ASSISTANCE L.L.C.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES OF FUNDS
Not Applicable
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY ---------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 17
PERSON WITH ---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
17
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,872
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% (Based on 49,995 Units reported
outstanding as of April 30, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
===============================================================================
<PAGE>
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CUSIP No. None 13D Page 5
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===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INSIGNIA FINANCIAL GROUP, INC.
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY ---------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 15,872
PERSON WITH ---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
15,872
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,872
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% (Based on 49,995 Units reported
outstanding as of April 30, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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<PAGE>
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CUSIP No. None 13D Page 6
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===============================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ANDREW L. FARKAS
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCES OF FUNDS
Not Applicable
- -------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
UNITS None
BENEFICIALLY ---------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 15,872
PERSON WITH ---------------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
15,872
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,872
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.8% (Based on 49,995 Units reported
outstanding as of April 30, 1997)
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
===============================================================================
<PAGE>
AMENDMENT NO. 5 TO SCHEDULE 13D
This Amendment No. 5, which relates to units of limited partnership
interest ("Units") in Shelter Properties IV Limited Partnership, a South
Carolina limited partnership (the "Partnership"), and is being filed jointly by
SP IV Acquisition, L.L.C., a Delaware limited liability company
("Acquisition"), Market Ventures L.L.C., a Delaware limited liability company
("Market Ventures"), Liquidity Assistance L.L.C., a Delaware limited liability
company ("Liquidity"), Insignia Financial Group, Inc., a Delaware corporation
("Insignia"), and Mr. Andrew L. Farkas ("Mr. Farkas") (collectively, the
"Reporting Persons"), supplements and amends the Statement on Schedule 13D
originally filed with the Commission on May 31, 1995, as amended by Amendment
No. 1 filed with the Commission on June 14, 1995, Amendment No. 2 filed with
the Commission on June 21, 1995, Amendment No. 3 filed with the Commission on
July 3, 1995 and Amendment No. 4 filed with the Commission on November 27,
1995, by Acquisition and Insignia (as amended, the "Statement"). Capitalized
terms used but not defined in this Amendment No. 5 have the meanings ascribed
to them in the Statement.
The following Items of the Statement are hereby supplemented and/or
amended as indicated:
ITEM 2. IDENTITY AND BACKGROUND.
Following are the names and business addresses of the persons filing
this statement in addition to Acquisition and Insignia: (i) Market Ventures,
which has offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville,
South Carolina 29602; (ii) Liquidity, which has offices at One Insignia
Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602; and (iii) Mr.
Farkas, a United States citizen whose principal occupation is to serve as the
Chairman, Chief Executive Officer and President of Insignia and whose business
address is c/o Insignia, One Insignia Financial Plaza, P.O. Box 1089,
Greenville, South Carolina 29602. The name, business address, present principal
occupation or employment and citizenship of each director or manager and
executive officer of Market Ventures and Liquidity are set forth in Schedule I
and Schedule II, respectively, to this Statement. During the past five years no
Reporting Person nor, to the best knowledge of the Reporting Persons, any of
the persons listed on Schedule I and Schedule II, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in him or it being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Insignia is the owner of 99% of the units of common member interest in
Market Ventures, and Insignia Commercial Group, Inc., a wholly-owned subsidiary
of Insignia, owns the other 1% interest in Market Ventures. Market Ventures'
principal business is the ownership of real estate securities. Information with
respect to the manager and executive officers of Market Ventures is detailed in
Schedule I hereto.
Insignia is the owner of 99% of the units of common member interest in
Liquidity, and Insignia Commercial Group, Inc., a wholly-owned subsidiary of
Insignia, owns the other 1% interest in Liquidity. Liquidity's principal
business is the ownership of real estate securities. Information with respect
to the manager and executive officers of Liquidity is detailed in Schedule II
hereto.
7
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds used by Insignia in making its purchase
described in Item 5(c) was $2,936,582, and Insignia used its working capital to
make such purchase. The aggregate amount of funds used by Market Ventures in
making its purchase described in Item 5(c) was $93,750, and Market Ventures
used its working capital to make such purchase.
ITEM 4. PURPOSE OF THE TRANSACTION.
Insignia and Market Ventures each acquired the Units for investment
purposes. None of the Reporting Persons has any current plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the Partnership or the disposition of any such
securities, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Partnership or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Partnership or any of its subsidiaries, (d) any change in the present
management of the Partnership, (e) any material change in the present
capitalization or dividend policy of the Partnership, (f) any other material
change in the Partnership's business or corporate structure, (g) any other
material change in the Partnership's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Partnership by any person, (h) causing a class of securities of
the Partnership to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Partnership becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action
similar to any of the enumerated in (a) through (i) above. However, the
Reporting Persons may acquire additional Units, whether through private
purchases, tender or exchange offers or by any other means deemed advisable.
The Reporting Persons also may consider selling some or all of their Units,
either directly or by a sale of one or more interests in one or more of the
Reporting Persons, depending among other things on liquidity, strategic, tax
and other considerations.
Although the Reporting Persons do not intend to change current
management or the operation of the Partnership and have no current plans for
any extraordinary transaction involving the Partnership, these plans could
change in the future. In addition, the Reporting Persons expect that consistent
with its fiduciary obligations, Shelter Realty IV Corporation, which is the
general partner of the Partnership and an affiliate of Insignia (the "General
Partner"), will seek and review opportunities to engage in transactions which
could benefit the Partnership, such as sales or refinancings of assets or
combinations of the Partnership with one or more other entities, with the
objective of seeking to maximize returns to holders of Units. In that regard,
the Reporting Persons expect the General Partner will carefully consider any
suggestions or proposals the Reporting Persons may make.
The Reporting Persons have been advised that the possible future
transactions the General Partner expects to consider on behalf of the
Partnership include (i) payment of extraordinary distributions; (ii)
refinancing, reducing or increasing existing indebtedness of the Partnership;
(iii) sales of assets, individually or as part of a complete liquidation; and
(iv) mergers or other consolidation transactions involving the Partnership. Any
such merger or consolidation transaction could involve other limited
partnerships in which the General Partner or its affiliates serve as general
partners, or a combination of the Partnership with one or more existing,
publicly traded entities (including, possibly, affiliates of the Reporting
Persons), in any of which holders of Units might receive cash, common stock or
other securities or consideration. There is no assurance, however, as to when
or whether any of the transactions referred to above might occur. A merger or
other consolidation transaction and certain kinds of other extraordinary
transactions would require a vote of the limited partners in the Partnership.
The
8
<PAGE>
Reporting Persons' primary objective in acquiring the Units is not, however, to
influence the vote on any particular transaction, but rather to generate a
profit on the investment represented by those Units.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Acquisition owns 11,122 Units, Market Ventures owns 370 Units,
Liquidity owns 17 Units and Insignia owns 4,263 Units, representing 22.3%,
0.7%, 0.03% and 8.5%, respectively, of the outstanding Units based on the 49,995
Units reported by the Partnership to be outstanding at April 30, 1997.
The General Partner owns 100 Units, and because Insignia indirectly
owns a majority of the General Partner, Insignia may be deemed to be the
beneficial owner of those Units. Insignia also may be deemed to be the
beneficial owner of the Units directly owned by Acquisition, Market Ventures
and Liquidity by reason of its relationship with each of those entities
(Insignia is the majority shareholder of each). Mr. Farkas may be deemed to be
the beneficial owner of the Units directly owned by Insignia, Acquisition,
Market Ventures and Liquidity by reason of Mr. Farkas' relationship with
Insignia. Mr. Farkas is the Chairman, Chief Executive Officer and President of
Insignia and is the beneficial owner of approximately 27.9% of its outstanding
common stock. Accordingly, for purposes of this Amendment No. 5, (i) Insignia
and Mr. Farkas are reporting that they share the power to vote or direct the
vote and the power to dispose or direct the disposition of the 15,872 total
Units owned by Insignia, Acquisition, Market Ventures, Liquidity and the
General Partner; (ii) Acquisition is reporting that it shares the power to vote
or direct the vote and the power to dispose or direct the disposition of the
11,122 Units which it owns; (iii) Market Ventures is reporting that it shares
the power to vote or direct the vote and the power to dispose or direct the
disposition of the 370 Units which it owns; and (iv) Liquidity is reporting
that it shares the power to vote or direct the vote and the power to dispose or
direct the disposition of the 17 Units which it owns.
(c) On June 13, 1997, Insignia purchased 4,263 Units for an aggregate
purchase price of $2,936,582 from High River Limited Partnership, which is
controlled by Carl Icahn, in a privately negotiated transaction. Effective as
of May 1, 1997, Market Ventures purchased 250 Units for an aggregate purchase
price of $93,750 in an open market transaction effected through the facilities
of the Chicago Partnership Board. No other transactions in the Units have been
effected by any of the Reporting Persons within the last 60 days.
(d)-(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.6 Purchase and Sale Agreement, dated as of June 13, 1997,
between Insignia and High River Limited Partnership.
Exhibit 7.7 Agreement of Joint Filing, dated June 23, 1997, among the
Reporting Persons.
9
<PAGE>
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: June 23, 1997
SP IV ACQUISITION, L.L.C.
By: /s/ Jeffrey L. Goldberg
------------------------------------
Jeffrey L. Goldberg
President
MARKET VENTURES L.L.C.
By: /s/ John K. Lines
------------------------------------
John K. Lines
Vice President
LIQUIDITY ASSISTANCE L.L.C.
By: /s/ J. Scott Kester
------------------------------------
J. Scott Kester
President
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey P. Cohen
------------------------------------
Jeffrey P. Cohen
Senior Vice President
/s/ Andrew L. Farkas
---------------------------------------
Andrew L. Farkas
10
<PAGE>
SCHEDULE I
-----------
INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF
MARKET VENTURES
Set forth in the table below are the name and the present principal
occupations or employment of the manager and each of the executive officers of
Market Ventures. Insignia owns (directly and indirectly) 100% of Market
Ventures. Each person identified below is employed by Insignia and is a United
States citizen. The principal business address of Insignia and each person
identified below is One Insignia Financial Plaza, Greenville, South Carolina
29602. The manager is identified by an asterisk.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
SHERYL W. BAKER* Sheryl W. Baker's principal occupation is to serve as
Assistant Controller of Insignia. Ms. Baker also serves as
Manager and President of Market Ventures.
JOHN K. LINES John K. Lines' principal occupation is to serve as General
Counsel and Secretary of Insignia. Mr. Lines also serves as
a Vice President of Market Ventures.
RONALD URETTA Ronald Uretta's principal occupation is to serve as Chief
Operating Officer and Treasurer of Insignia. Mr. Uretta also
serves as a Vice President and Treasurer of Market Ventures.
I-1
<PAGE>
SCHEDULE II
-----------
INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF
LIQUIDITY
Set forth in the table below are the name and the present principal
occupations or employment of the manager and each of the executive officers of
Liquidity. Insignia owns (directly and indirectly) 100% of Liquidity. Each
person identified below is employed by Insignia and is a United States citizen.
The principal business address of Insignia is One Insignia Financial Plaza,
Greenville, South Carolina 29602. The manager is identified by an asterisk.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
J. SCOTT KESTER* J. Scott Kester's principal occupation is to serve as a Vice
President of Investment Banking of Insignia. Mr. Kester also
serves as Manager and President of Liquidity.
JOHN K. LINES John K. Lines' principal occupation is to serve as General
Counsel and Secretary of Insignia. Mr. Lines also serves as
a Vice President of Liquidity.
RONALD URETTA Ronald Uretta's principal occupation is to serve as Chief
Operating Officer and Treasurer of Insignia. Mr. Uretta also
serves as a Vice President and Treasurer of Liquidity.
II-1
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ---------- -----------
7.6 Purchase and Sale Agreement, dated as of June 13, 1997, between
Insignia and High River Limited Partnership.
7.7 Agreement of Joint Filing, dated June 23, 1997, among the
Reporting Persons.
13
<PAGE>
EXHIBIT 7.6
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is entered into as of
the 13th day of June, 1997, by and between High River, a Delaware limited
partnership ("Seller"), and Insignia Financial Group, Inc., a Delaware
corporation ("Purchaser").
RECITALS
WHEREAS, Seller and certain of its affiliates and Purchaser and
certain of its affiliates are parties to a series of six separate settlement
agreements (collectively, the "Settlement Agreements"), each dated as of June
17, 1995 and relating to one of the six Shelter Partnerships (as defined
herein);
WHEREAS, Seller is the record owner of: 1,695 units of limited
partnership interest in Shelter Properties I Limited Partnership (the "Shelter
I Units"); 2,857 units of limited partnership interest in Shelter Properties II
Limited Partnership (the "Shelter II Units"); 5,398 units of limited
partnership interest in Shelter Properties III Limited Partnership (the
"Shelter III Units"); 4,263 units of limited partnership interest in Shelter
Properties IV Limited Partnership (the "Shelter IV Units"); 6,407 units of
limited partnership interest in Shelter Properties V Limited Partnership (the
"Shelter V Units"); and 2,961 units of limited partnership interest in Shelter
Properties VI Limited Partnership (the "Shelter VI Units");
WHEREAS, the limited partnerships referred to in the preceding clause
are collectively referred to herein as the "Shelter Partnerships," and the
Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter
V Units and Shelter VI Units are collectively referred to herein as the
"Shelter Units"; and
WHEREAS, Seller desires to sell, and Purchaser desires to purchase,
the Shelter Units on the terms and subject to the conditions set forth in this
Agreement;
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties covenants and agreements contained herein, and
intending to be legally bound, the parties hereto hereby agree as follows:
1. Purchase and Sale. Upon the terms and subject to the conditions set
forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser
agrees to purchase from Seller, in exchange for the consideration described in
Sections 2, all of the right, title and interest of Seller in and to the
Shelter Units, free and clear of all liens.
2. Purchase Price. The aggregate purchase price for the Shelter Units
is $15,500,000.00 (the "Purchase Price"), payable in cash in the manner
provided in Section 3. The Purchase Price shall be allocated between the
Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter
V Units and Shelter VI Units sold by Seller pursuant hereto as provided on
Schedule I attached hereto.
<PAGE>
3. Closing. The closing of the purchase and sale of the Shelter Units
contemplated hereby (the "Closing") will take place on June 13, 1997 (the
"Closing Date"). At the Closing, Purchaser will pay the Purchase Price by wire
transfer of immediately available funds to the account of Seller designated on
Schedule II attached hereto. Simultaneously, Seller will assign and transfer to
Purchaser good and valid title in and to the Shelter Units, free and clear of
any and all liens, charges and encumbrances (other than those contained in or
resulting from the Settlement Agreements), by delivering to Purchaser the
Assignments of Partnership Interest attached as Exhibits A -- F hereto.
4. Representations and Warranties of Seller. Seller hereby represents
and warrants to Purchaser that each of the following statements is true and
correct as of the date hereof and will be true and correct as of the Closing
Date as if made on and as of such date:
(a) Organization of Seller. Seller is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Seller has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby, including without limitation to own, hold,
sell and transfer (pursuant to this Agreement) the Shelter Units.
(b) Authority. The execution and delivery by Seller of this
Agreement, and the performance by Seller of its obligations hereunder, have
been duly and validly authorized by requisite action on the part of Seller.
This Agreement has been duly and validly executed and delivered by Seller and
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.
(c) Shelter Units. The Shelter Units are legally and beneficially
owned by Seller. Except as contemplated in this Agreement and in the Settlement
Agreements, there is no option, warrant, conversion or other right, agreement
or commitment of any kind, contingent or otherwise, obligating Seller to sell
any of the Shelter Units, and no authorization therefor has been given. The
Shelter Units are, and will immediately prior to the Closing be, free and clear
of any assessment, lien, restrictions, pledge, claim, proxy, security interest,
option, rights of others or encumbrances of any kind, nature or description
(other than those contained in or resulting from the Settlement Agreements).
Neither Seller nor any of its affiliates owns (beneficially or of record) any
units of limited partnership interest in any of the Shelter Partnerships other
than the Shelter Units.
(d) Shelter Partnerships. Seller hereby expressly acknowledges that
it understands that certain affiliates of the Purchaser are the general
partners of the Shelter Partnerships, and, accordingly, the Purchaser may
possess or have access to non-public information concerning the Shelter
Partnerships and their respective properties and operations. Seller has taken
the foregoing into account in making its decision to sell the Shelter Units to
Purchaser and in determining the Purchase Price therefor. In addition, Seller
has been given the opportunity to ask questions of each Purchaser and the
Shelter Partnerships and the general
2
<PAGE>
partners thereof, and of their respective managements, in connection with the
sale of the Shelter Units, and has received satisfactory answers to all such
questions.
(e) Brokers' and Finders' Fees. Neither Seller nor any agent or
representative of Seller has employed any broker or finder or incurred any
liability for any brokerage fees or commission in connection with the
transactions contemplated by this Agreement.
5. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that each of the following statements is true
and correct as of the date hereof and will be true and correct as of the
Closing Date as if made on and as of such date:
(a) Organization. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Purchaser has full corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and thereby.
(b) Authority. The execution and delivery by Purchaser of this
Agreement, and the performance by Purchaser of its obligations hereunder, have
been duly and validly authorized by requisite corporate action on the part of
Purchaser. This Agreement has been duly and validly executed and delivered by
Purchaser and constitutes a legal, valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms.
(c) Brokers' and Finders' Fees. Neither Purchaser nor any agent or
representative of Purchaser has employed any broker or finder or incurred any
liability for any brokerage fees or commission in connection with the
transactions contemplated by this Agreement.
6. Closing Conditions.
(a) Conditions to Obligations of Purchaser. The obligations of
Purchaser hereunder are subject to the fulfillment, at or before the Closing,
of each of the following conditions (all or any of which may be waived in whole
or in part by Purchaser in its sole discretion):
(i) Representations and Warranties. Each of the representations
and warranties made by Seller in this Agreement shall be true and correct in
all material respects on and as of the Closing Date as though such
representation or warranty was made on and as of the Closing Date.
(ii) Performance. Seller shall have performed and complied
with, in all material respects, each agreement, covenant and obligation
required by this Agreement to be so performed or complied with by Seller at or
before the Closing.
(b) Conditions to Obligations of Seller. The obligations of Seller
hereunder
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are subject to the fulfillment, at or before the Closing, of each of the
following conditions (all or any of which may be waived in whole or in part by
Seller in its sole discretion):
(i) Representations and Warranties. Each of the representations
and warranties made by Purchaser in this Agreement shall be true and correct in
all material respects on and as of the Closing Date as though such
representation or warranty was made on and as of the Closing Date.
(ii) Performance. Purchaser shall have performed and complied
with, in all material respects, each agreement, covenant and obligation
required by this Agreement to be so performed or complied with by Purchaser at
or before the Closing.
7. Settlement Agreements. Notwithstanding the sale of the Shelter
Units pursuant to this Agreement, the parties agree, and Seller expressly
confirms and acknowledges, that the provisions of Articles III and IV of each
of the Settlement Agreements shall continue to apply to the Icahn Entities and
their Affiliates (each as defined in the Settlement Agreements) in full force
and effect for the respective terms thereof, unaffected by the sale of the
Shelter Units pursuant hereto, but the restrictions contained in such Articles
shall no longer apply to the Insignia Entities and their Affiliates (each as
defined in the Settlement Agreements); provided, however, that if and to the
extent that any of the terms and conditions of the sale of the Shelter Units
pursuant to this Agreement, or the mechanics of such sale, are inconsistent
with the provisions of Article IV of the Settlement Agreements, such
inconsistent provisions are hereby waived by Purchaser.
8. Indemnification.
(a) Survival of Representations, Warranties, Covenants and
Agreements. All representations, warranties, covenants and agreements contained
or made in this Agreement shall survive for a period of three years from the
date hereof, notwithstanding any investigation conducted with respect thereto
or any knowledge acquired as to the accuracy or inaccuracy of any such
representation or warranty or any breach or non-performance of any such
covenant or agreement.
(b) Losses. For purposes of this Section 8, the terms Losses shall
mean any and all losses, damages, liabilities (including punitive or exemplary
damages and fines or penalties and any interest thereon), costs, and expenses,
claims liens or other obligations of any nature whatsoever, including without
limitation the costs of investigation and defense and reasonable attorneys' and
other professional fees and expenses.
(c) Indemnification by Seller. Seller shall indemnify, defend and
hold harmless Purchaser from, against and in respect of any and all Losses
asserted against, or paid, suffered or incurred by, Purchaser which, directly
or indirectly, arise out of, result from, are based upon or relate to (i) the
inaccuracy, untruth, or incompleteness, as of the date made (or deemed made),
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of any representation or warranty of Seller contained herein or (ii) any breach
by Seller of any covenant or agreement of Seller contained herein.
(d) Indemnification by Purchaser. Purchaser shall indemnify, defend
and hold harmless Seller from, against and in respect of any and all Losses
asserted against, or paid, suffered or incurred by, Seller which, directly or
indirectly, arise out of, result from, are based upon or relate to (i) the
inaccuracy, untruth, or incompleteness, as of the date made (or deemed made),
of any representation or warranty of Purchaser contained herein or (ii) any
breach by Purchaser of any covenant or agreement of Purchaser contained herein.
9. Notices. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
delivered personally, sent by facsimile transmission, or sent next-day delivery
via Federal Express or a similar overnight courier, as follows:
(a) If to Seller:
High River Limited Partnership
767 Fifth Avenue
47th Floor
New York, New York 10153
Attention: Edward Mattner
Telephone:
Facsimile:
(b) If to Purchaser:
Insignia Financial Group, Inc.
375 Park Avenue
Suite 3401
New York, New York 10152
Attention: Jeffrey P. Cohen
Telephone: (212) 888-4753
Facsimile: (212) 980-8544
with a copy to:
Insignia Financial Group, Inc.
One Insignia Financial Plaza
Greenville, South Carolina 29602
Attention: General Counsel
Telephone: (864) 239-1000
Facsimile: (864) 239-1069
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A notice shall be deemed given for purposes of this Agreement (i) on the date
of delivery, if delivered personally or sent by facsimile transmission, and
(ii) on the first business day following the date of dispatch if sent next-day
delivery via Federal Express or similar a overnight courier. Any party may
change the address to which notices are to be sent by giving written notice of
such change of address to the other parties in the manner above provided for
giving notice.
10. Miscellaneous Provisions.
(a) Fees and Expenses. Except as otherwise specifically provided
in this Agreement, each of the parties hereto shall pay its own expenses
(including, without limitation, attorneys' fees and out-of-pocket expenses)
incident to this Agreement and the transactions contemplated hereby.
(b) Amendment. This Agreement may not be amended, modified,
superseded, canceled, renewed or extended except by a written instrument signed
by each of the parties hereto.
(c) Waiver; Effect of Waiver. No provision of this Agreement may
be waived except by a written instrument signed by the party waiving
compliance. No waiver by any party hereto of any of the requirements hereof or
of any of such party's rights hereunder shall release the other parties from
full performance of their remaining obligations stated herein. No failure to
exercise or delay in exercising on the part of any party hereto any right,
power or privilege of such party shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege by such party.
(d) Assignment. This Agreement and the rights and obligations
hereunder shall not be assigned or transferred by any party without the prior
written consent of the other party hereto. Any purported assignment or transfer
made in violation of the provisions of this Agreement shall be void and of no
effect.
(e) Entire Agreement. Except as provided in Section 7, this
Agreement (including the Schedules and Exhibits hereto) constitutes the entire
agreement among the parties with respect to the transactions described herein,
and supersedes all prior and purportedly contemporaneous agreements,
understandings, representations and warranties, written and oral, among the
parties with respect to the subject matter hereof.
(f) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and permitted
assigns.
(g) No Third-Party Beneficiary. The terms and provisions of this
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third-party beneficiary rights
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upon any other person.
(h) Time of Essence. Time is of the essence in this Agreement.
(i) Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York,
without regard to principles of conflicts of law.
(j) Interpretation. Each of the parties hereto acknowledges that
this Agreement has been reviewed by such party and its counsel prior to its
execution and that changes were made to this Agreement based upon the comments
of such party and its counsel. If any dispute arises with respect to the
interpretation of any provision of this Agreement, such provision shall be
deemed to have been drafted by all of the parties hereto and shall not be
construed against any party on the basis that such party was responsible for
drafting such provision.
(k) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto, intending to be
legally bound, has executed this Purchase and Sale Agreement as of the date
first above written.
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale, L.L.C., its General
Partner
By: /s/ Edward Mattner
------------------------------------
Edward Mattner
Manager
INSIGNIA FINANCIAL GROUP, INC.
By: /s/ Jeffrey P. Cohen
------------------------------------
Jeffrey P. Cohen
Senior Vice President
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EXHIBIT 7.7
AGREEMENT OF JOINT FILING
-------------------------
SP IV Acquisition, L.L.C., Market Ventures L.L.C., Liquidity
Assistance L.L.C., Insignia Financial Group, Inc. and Andrew L. Farkas agree
that the Statement on Schedule 13D to which this Agreement is attached as an
exhibit, and all future amendments to this Statement, shall be filed on behalf
of each of them. This Agreement is intended to satisfy the requirements of Rule
13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
Dated: June 23, 1997
SP IV ACQUISITION, L.L.C. MARKET VENTURES L.L.C.
By: /s/ Jeffrey L. Goldberg By: /s/ John K. Lines
------------------------------- --------------------------------
Jeffrey L. Goldberg John K. Lines
President Vice President
LIQUIDITY ASSISTANCE L.L.C. INSIGNIA FINANCIAL GROUP, INC.
By: /s/ J. Scott Kester By: /s/ Jeffrey P. Cohen
------------------------------- --------------------------------
J. Scott Kester Jeffrey P. Cohen
President Senior Vice President
/s/ Andrew L. Farkas
- ---------------------------------
Andrew L. Farkas
