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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
SHELTER PROPERTIES IV
(Name of the Issuer)
AIMCO PROPERTIES, L.P.
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Peter K. Kompaniez
Vice Chairman of the Board of Directors
Apartment Investment and Management Company
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222-4348
(303) 757-8101
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on
Behalf of Person(s) Filing Statement)
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Copies to:
Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
(213) 687-5000
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This statement is filed in connection with (check the appropriate box):
(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) [X] The filing of a registration statement under the
Securities Act of 1933.
(c) [X] A tender offer.
(d) [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
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CALCULATION OF FILING FEE
Transaction Valuation* $15,280,290 Amount of Filing Fee: $3,056.06
* For purposes of calculating the fee only. This amount assumes the
purchase of 30,258 units of limited partnership interest ("Units") of
the subject partnership for $505.00 per Unit. The amount of the filing
fee, calculated in accordance with Section 14(g)(1)(B)(3) and Rule
11(d) under the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate amount of cash and/or the value
of the securities being sought by AIMCO Properties, L.P.
[X] Check box if any part of the fee is offset as provided by Rule 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: $118,000(1) Filing Parties: AIMCO Properties, L.P. and
Apartment Investment and
Management Company
Form or Registration No.: 333-60355 Date Filed: July 31, 1998
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(1) Represents the fees paid by AIMCO Properties, L.P. in Registration
Statement No. 333-60355.
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is
being filed with the Securities and Exchange Commission (the "SEC") by AIMCO
Properties, L.P., a Delaware limited partnership ("AIMCO Operating
Partnership"), with respect to a proposed tender offer for certain of the units
of limited partnership of Shelter Properties IV, a South Carolina limited
partnership (the "Partnership").
The following cross-reference sheet is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location of the
information required by Schedule 13E-3 in the Prospectus Supplement for the
exchange offer to the limited partners of the Partnership, as amended or
supplemented (the "Prospectus Supplement"), forming a part of, or relating to,
the registration statement on Form S-4 filed by AIMCO Operating Partnership and
Apartment Investment and Management Company, a Maryland corporation ("AIMCO"),
with the SEC. The information set forth in the Prospectus Supplement, including
all appendices, schedules and exhibits thereto, are hereby expressly
incorporated by reference as set forth in the following cross-reference sheet
and in the responses to each item of this Schedule 13E-3, and such responses are
qualified in their entirety by the provisions of the Prospectus Supplement. The
cross-reference sheet indicates the caption in the Prospectus Supplement under
which the responses are incorporated herein by reference. If any such item is
inapplicable or the answer thereto is in the negative and is omitted from the
Prospectus Supplement, it is so indicated in the cross-reference sheet.
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CROSS REFERENCE SHEET
Pursuant to General Instruction F to Schedule 13E-3
<TABLE>
<CAPTION>
ALL REFERENCES ARE PORTIONS
OF THE PROSPECTUS SUPPLEMENT
SCHEDULE 13E-3 ITEM WHICH ARE INCORPORATED HEREIN
NUMBER AND CAPTION BY REFERENCE
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<S> <C>
1. Issuer and Class of Security
Subject to the Transaction
(a).................................. Outside Front Cover Page; "Summary--Your Partnership."
(b).................................. Outside Front Cover Page; "Summary--Your
Partnership;" "The Offer--Terms of the Offer;
Expiration Date;" and "Your
Partnership--General."
(c).................................. Not applicable, but see "Fairness of the
Offer--Comparison of Consideration to
Alternative Consideration--Prices on Secondary
Market."
(d).................................. "Summary--Summary Financial Information of
Shelter Properties IV."
(e).................................. Not applicable.
(f).................................. "Background and Reasons for the
Offer--Background of the Offer--Previous Tender
Offers" and "Your Partnership--Beneficial Owner
ship of Interests in Your Partnership."
2. Identity and Background
(a)-(d) and (g)...................... "The AIMCO Operating Partnership."
(e)-(f).............................. Not applicable.
3. Past Contracts, Transactions or
Negotiations
</TABLE>
e
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<TABLE>
<S> <C>
(a).................................. "Background and Reasons for the
Offer--Background of the Offer--Previous Tender
Offers;" "Conflicts of Interest;" "Your
Partnership--Distributions" and "Your Partner
ship--Compensation Paid to the General Partner
and its Affiliates."
(b).................................. "Background and Reasons for the
Offer--Background of the Offer."
4. Terms of the Transaction
(a).................................. "The Offer"
(b).................................. Not applicable.
5. Plans or Proposals of the Issuer
or Affiliate
(a)-(b) and (d)-(e).................. "The Offer--Effects of the Offer" and "Your
Partnership--History of the Partnership."
(c).................................. "The Offer--Effects of the Offer--Future Control by
AIMCO" and Appendix B.
(f)-(g).............................. "The Offer--Effects of the Offer--Effect on Trading
Market; Registration under Section 12(g) of the
Exchange Act."
6. Source and Amounts of Funds
or Other Consideration
(a)-(d).............................. "Source and Amount of Funds and Transactional
Expenses."
7. Purpose(s), Alternatives,
Reasons and Effects
(a) & (c)............................ "Background and Reasons for the Offer--Background of
the Offer--General."
(b).................................. "Background and Reasons for the Of
fer--Alternatives Considered" and "Fairness of the
</TABLE>
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<TABLE>
<S> <C>
Offer--Comparison of Consideration to Alternative
Consideration."
(d).................................. "Background and Reasons for the Offer--Expected
Benefits of the Offer" and "The Offer--Effects of the
Offer."
8. Fairness of the Transaction
(a) - (b)............................ "Fairness of the Offer--Position of the General
Partner of Your Partnership With Respect to the
Offer; Fairness"
(c).................................. "Background and Reasons For the
Offer--Alternatives Considered--Alternative
Struc tures Considered."
(d).................................. "Fairness of the Offer--Position of the General Part
ner of Your Partnership with Respect to the Offer;
Fairness."
(e).................................. Not applicable.
(f).................................. "Background and Reasons for the Of
fer--Background of the Offer--Previous Tender
Offers."
9. Reports, Opinions, Appraisals
and Certain Negotiations
(a) & (b)............................ "Stanger Analysis."
(c).................................. Appendix A.
10. Interest in Securities of the Issuer
(a) & (b)............................ "Your Partnership--Beneficial Ownership of
Interests in Your Partnership."
11. Contracts, Arrangements or Under-
standings With Respect to the Issuer's
Securities........................... Not applicable; but see "Background and Reasons
for the Offer--Background of the Offer--Previous
Tender Offers."
</TABLE>
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<TABLE>
<S> <C>
12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a) - (b)............................ Not applicable; but see "Fairness of the
Offer--Position of the General Partner of Your
Partnership With Respect to the Offer;
Fairness."
13. Other Provisions of the
Transaction
(a).................................. "The Offer--Dissenters' Rights."
(b).................................. "Fairness of the Offer--Position of the General
Partner of Your Partnership with Respect to the
Offer; Fairness."
(c).................................. Not applicable.
14. Financial Information
(a).................................. "Summary--Summary Financial Information of
Shelter Properties IV" and "Summary--Comparative
Per Unit Data." For the financial statements of the
Partnership, see its latest Form 10-KSB and Form
10-QSB, which will accompany the base Prospectus
and Prospectus Supplement.
(b).................................. "Summary--Summary Pro Forma Financial and
Operating Information of AIMCO Properties, L.P."
15. Persons and Assets Employed,
Retained or Utilized
(a).................................. Not applicable.
(b).................................. "Source and Amount of Funds and Transactional
Expenses."
</TABLE>
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<TABLE>
<S> <C>
16. Additional Information............... The information set forth in the Prospectus
Supplement is incorporated herein by reference
in its entirety.
17. Material to be Filed as
Exhibits............................. Separately included herewith.
</TABLE>
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Item 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information concerning the Partnership, its securities and
its principal executive office set forth on the outside front cover page of the
Prospectus Supplement and in the section entitled "Summary--Your Partnership" is
incorporated herein by reference.
(b) The information set forth in the outside front cover page of
the Prospectus Supplement and in the section entitled "Summary--Your
Partnership;" "The Offer--Terms of the Offering Expiration Date" and "Your
Partnership--General" is incorporated herein by reference.
(c) The information set forth in the Prospectus Supplement in the
section entitled "Not applicable, but see "Fairness of the Offer--Comparison of
Consideration to Alternative Consideration--Prices on Secondary Market" is
incorporated herein by reference.
(d) The information set forth in the Prospectus Supplement in the
section entitled "Summary--Summary Financial Information of Shelter Properties
IV" is incorporated herein by reference.
(e) Neither AIMCO Operating Partnership nor the Partnership has
made an underwritten public offering of their respective securities during the
past three years which was registered under the Securities Act of 1933, as
amended, or exempt from registration thereunder pursuant to Regulation A.
(f) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers: and "Your Partnership--Beneficial Ownership of
Interests in Your Partnership" is incorporated herein by reference.
Item 2. IDENTITY AND BACKGROUND.
(a) - (d) and (g) The person filing this Statement is AIMCO
Properties, L.P. ("AIMCO Operating Partnership"). The information set forth in
the Prospectus Supplement in the section entitled "The AIMCO Operating
Partnership" is incorporated herein by reference.
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(e) and (f) During the last five years, none of the AIMCO
Operating Partnership or the Partnership nor, to the best of their knowledge,
any of their respective affiliated general partners, executive officers,
directors, or controlling persons (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers;" "Conflicts of Interest;" "Your
Partnership--Distributions" and "Your Partnership--Compensation Paid to the
General Partner and its Affiliates" is incorporated herein by reference.
(b) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Background of the Offer"
is incorporated herein by reference.
Item 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Prospectus Supplement in the
section entitled "The Offer" is incorporated herein by reference.
(b) Not applicable.
Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (b) and (d) - (e) The information set forth in the
Prospectus Supplement in the section entitled "The Offer--Effects of the Offer"
and "Your Partnership--History of the Partnership" is incorporated herein by
reference.
(c) The information set forth in the Prospectus Supplement in the
section entitled "The Offer--Effects of the Offer--Future Control by AIMCO" and
Appendix B is incorporated herein by reference.
(f) - (g) The information set forth in the Prospectus Supplement
in the section entitled "The Offer--Effects of the Offer--Effect on Trading
Market; Registration under Section 12(g) of the Exchange Act" is incorporated
herein by reference.
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Item 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) - (d) The information set forth in the Prospectus Supplement
in the section entitled "Source and Amount of Funds and Transactional Expenses"
is incorporated herein by reference.
Item 7. PURPOSES(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) and (c) The information set forth in the Prospectus Supplement
in the section entitled "Background and Reasons for the Offer--Background of the
Offer--General" is incorporated herein by reference.
(b) The information set forth in the Prospectus Supplement in the
sections entitled "Background and Reasons for the Offer--Alternatives
Considered" and "Fairness of the Offer--Comparison of Consideration to
Alternative Consideration."
(d) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Expected Benefits of the
Offer" and "The Offer--Effects of the Offer" is incorporated herein by
reference.
Item 8. FAIRNESS OF THE TRANSACTION.
(a) - (b) The information set forth in the Prospectus Supplement
in the section entitled "Fairness of the Offer--Position of the General Partner
of Your Partnership With Respect to the Offer; Fairness" is incorporated herein
by reference.
(c) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons For the Offer--Alternatives
Considered--Alternative Structures Considered" is incorporated herein by
reference.
(d) The information set forth in the Prospectus Supplement in the
Prospectus Supplement in the section entitled "Fairness of the Offer--Position
of the General Partner of Your Partnership with Respect to the Offer; Fairness"
is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Prospectus Supplement in the
section entitled "Background and Reasons for the Offer--Background of the
Offer--Previous Tender Offers" is incorporated herein by reference.
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Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (b) The information set forth in the Prospectus Supplement
in the section entitled "Stanger Analysis" is incorporated herein by reference.
(c) The preliminary form of opinion of Robert A. Stanger & Co.,
Inc. is set forth in Appendix A to the Prospectus Supplement.
Item 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The information set forth in the Prospectus Supplement
in the section entitled "Your Partnership--Beneficial Ownership of Interests in
Your Partnership" is incorpo rated herein by reference.
Item 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Not applicable, but see the information set forth in the
Prospectus Supplement in the section entitled "Background and Reasons for the
Offer--Background of the Offer--Previous Tender Offers" which information is
incorporated herein by reference.
Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) - (b) Not applicable, but see the information set forth in the
Prospectus Supplement in the section entitled "Fairness of the Offer--Position
of the General Partner of Your Partnership With Respect to the Offer; Fairness"
which information is incorporated herein by reference.
Item 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Prospectus Supplement in the
section entitled "The Offer--Dissenters' Rights" is incorporated herein by
reference.
(b) The information set forth in the Prospectus Supplement in the
section entitled "Fairness of the Offer--Position of the General Partner of Your
Partnership With Respect to the Offer; Fairness" is incorporated herein by
reference.
(c) Not applicable.
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Item 14. FINANCIAL INFORMATION.
(a) The information set forth in the Prospectus Supplement in the
sections entitled "Summary--Summary Financial Information of Shelter Properties
IV" and "Summary--Comparative Per Unit Data" is incorporated herein by
reference. For the financial statements of the Partnership see its latest Form
10-KSB and Form 10-QSB, which will accompany the base Prospectus and Prospectus
Supplement.
(b) The information set forth in the Prospectus Supplement in the
section entitled "Summary--Summary Pro Forma Financial and Operating Information
of AIMCO Properties, L.P." is incorporated herein by reference.
Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) The information set forth in the Prospectus Supplement in
the section "Source and Amount of Funds and Transactional
Expenses" is incorporated herein by reference.
Item 16. ADDITIONAL INFORMATION.
The information set forth in the Prospectus Supplement and the
base Prospectus and all Appendices thereto is incorporated herein by reference
in its entirety.
Item 17. EXHIBITS.
(a)(1) Bank of America Amended and Restated Credit Agreement filed
as Exhibit 10.1 to AIMCO's Form 10-Q dated October 1, 1998, which is
incorporated herein by reference.
(a)(2) IPT Credit Agreement filed as Exhibit 10.18 to the Form S-4
Registration Statement No. 333-53815 of Insignia Properties Trust.
(d)(1) Prospectus Supplement, dated December 11, 1998.(1)
(d)(2) Form of Letter of Transmittal.(1)
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(1) Filed as part of Registration Statement No. 333-60355 and incorporated
herein by reference.
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(d)(3) Form of Cover Letter from the Purchaser to the Limited
Partners of the Partnership.(1)
(e) Not applicable.
(f) Not applicable.
(z)(1) Summaries of appraisals referred to in the Prospectus
Supplement and "Fairness of the Offer - Appraisals" are incorporated by
reference to Exhibit (z)(1) to the Form 14D-1 of Shelter Properties IV filed
by Cooper River Properties, L.L.C. on July 21, 1998.
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(1) Filed as part of Registration Statement No. 333-60355 and incorporated
herein by reference.
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 9, 1998 AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
(General Partner)
By: /s/ PATRICK J. FOYE
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Name: Patrick J. Foye
Title: Executive Vice President
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