<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
------------------------------------
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
(Name of Subject Company)
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
------------------------------------
WILLIAM H. JARRARD, JR.
PRESIDENT
SHELTER REALTY IV CORPORATION
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)
<PAGE>
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement")
originally filed with the Commission on July 21, 1998 by Shelter Properties IV
Limited Partnership, a South Carolina limited partnership (the "Partnership"),
relating to the tender offer by Cooper River Properties, L.L.C. (the
"Purchaser") to purchase up to 20,000 of the outstanding units of limited
partnership interest ("Units") in the Partnership, at a purchase price of $500
per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated July 21, 1998 (the "Offer
to Purchase") and the related Assignment of Partnership Interest (which,
together with any supplements or amendments, collectively constitute the
"Offer") attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender
Offer Statement on Schedule 14D-1 originally filed with the Commission by the
Purchaser on July 21, 1998. Capitalized terms used but not defined herein have
the meanings ascribed to them in the original Statement and the Offer to
Purchase.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On July 30, 1998, certain entities claiming to own limited partnership
interests in certain limited partnerships (including the Partnership) whose
general partners are affiliates of Insignia, IPT and the Purchaser (the
"Affiliated General Partners") filed a complaint in the Superior Court of the
State of California, County of Los Angeles (the "Los Angeles Complaint")
against Insignia, the Subject Partnerships (defined below), the Affiliated
General Partners (including the General Partner) and additional entities
affiliated with several of the defendants. The action involves 44 real estate
limited partnerships (each named as a defendant) in which the plaintiffs
allegedly own interests and which Insignia affiliates allegedly manage or
control (the "Subject Partnerships"). Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the units of limited partnership interest in each of the
Subject Partnerships. The Los Angeles Complaint also alleges that certain of
the defendants made tender offers to purchase units of limited partnership
interest in many of the Subject Partnerships, with the alleged result that
plaintiffs have been deprived of the benefits they would have realized from
ownership of the additional units. The plaintiffs assert eleven causes of
action, including breach of contract, unfair business practices, and violations
of the partnership statutes of the states in which the Subject Partnerships are
organized. Plaintiffs seek compensatory, punitive and treble damages. Insignia
was only recently served with the Los Angeles Complaint and has not yet
responded to it. Insignia believes the claims to be without merit and intends
to defend the action vigorously.
2
<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: August 17, 1998
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
By: SHELTER REALTY IV CORPORATION,
its General Partner
By: /s/ William H. Jarrard, Jr.
---------------------------------------
William H. Jarrard, Jr.
President
3
