<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(AMENDMENT NO. 5)
(FINAL AMENDMENT)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 22)
Shelter Properties IV Limited Partnership
-----------------------------------------
(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
---------------------------------
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Limited Partnership Units
-------------------------
(Title of Class Securities)
None
----
(CUSIP Number of Class Securities)
Patrick J. Foye
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
--------------
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
<PAGE> 2
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$11,938,983.60 $2,387.80
</TABLE>
* For purposes of calculating the fee only. This amount assumes the
purchase of 20,796 units of limited partnership interest of the subject
partnership for $574.10 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[X] Check the 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: $2,387.80 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: July 26, 2000
----------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[X] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
2
<PAGE> 3
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
11,228.83 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,228.83 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,228.83 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.46%
14. TYPE OF REPORTING PERSON
PN
3
<PAGE> 4
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
11,288.83 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
11,288.83 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,288.83 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.46%
14. TYPE OF REPORTING PERSON
CO
4
<PAGE> 5
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
30,965.83 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
30,965.83 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,965.83 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 61.94%
14. TYPE OF REPORTING PERSON
CO
5
<PAGE> 6
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
19,737 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
19,737 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,737 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 39.48%
14. TYPE OF REPORTING PERSON
PN
6
<PAGE> 7
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
19,737 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
19,737 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,737 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 39.48%
14. TYPE OF REPORTING PERSON
CO
7
<PAGE> 8
CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
3,685 Units
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
3,685 Units
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,685 Units
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 7.37%
14. TYPE OF REPORTING PERSON
OO
8
<PAGE> 9
AMENDMENT NO. 5 TO TENDER OFFER STATEMENT/
AMENDMENT NO. 22 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) Amendment No. 5 to the
Tender Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO
OP"), relating to an offer to purchase units of limited partnership interest
("Units") of Shelter Properties IV Limited Partnership (the "Partnership"); and
(b) Amendment No. 22 to the Schedule 13D (the "Schedule 13D") originally filed
with the Securities and Exchange Commission (the "Commission") on May 31, 1995,
by SP IV Acquisition, L.L.C. ("SP IV") and Insignia Financial Group, Inc.
("Insignia"), as amended by (i) Amendment No. 1, filed with the Commission on
June 13, 1995, SP IV and Insignia, (ii) Amendment No. 2, filed with the
Commission on June 21, 1995, by SP IV and Insignia, (iii) Amendment No. 3, filed
with the Commission on July 3, 1995, by SP IV and Insignia, (iv) Amendment No.
4, filed with the Commission on November 22, 1995, by SP IV and Insignia, (v)
Amendment No. 5, filed with the Commission on June 23, 1997, by SP IV, Market
Ventures, L.L.C. ("Market Ventures"), Liquidity Assistance, L.L.C. ("Liquidity
Assistance"), Insignia and Andrew L. Farkas, (vi) Amendment No. 6, filed with
the Commission on July 21, 1998, by Cooper River Properties, L.L.C. ("Cooper
River"), Insignia, Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust
("IPT") and Andrew L. Farkas, (vii) Amendment No. 7, filed with the Commission
on August 18, 1998, by Cooper River, IPLP, IPT, Insignia and Andrew L. Farkas,
(viii) Amendment No. 8, filed with the Commission on August 24, 1998, by Cooper
River, IPLP, IPT, Insignia and Andrew L. Farkas, (ix) Amendment No. 9, filed
with the Commission on September 24, 1998, by Cooper River, IPLP, IPT, Insignia
and Andrew L. Farkas, (x) Amendment No. 10, filed with the Commission on October
26, 1998, by Cooper River, IPLP, IPT, AIMCO OP, AIMCO-GP, Inc. ("AIMCO-GP") and
Apartment Investment Management Company ("AIMCO"), (xi) Amendment No. 11, filed
with the Commission on June 2, 1999, by Cooper River, AIMCO/IPT, Inc.
("AIMCO/IPT"), IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xii) Amendment No. 12, filed
with the Commission on July 1, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP,
AIMCO-GP and AIMCO, (xiii) Amendment No. 13, filed with the Commission on August
6, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP, and AIMCO, (xiv)
Amendment No. 14, filed with the Commission on November 17, 1999, by Cooper
River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xv) Amendment No. 15,
dated December 16, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP
and AIMCO, (xvi) Amendment No. 16, dated January 10, 2000, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xvii) Amendment No. 17, dated
July 24, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO,
(xviii) Amendment No. 18, dated August 9, 2000, by Cooper River, AIMCO/IPT,
IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xix) Amendment No.19, dated August 22,
2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (xx)
Amendment No.20, dated September 1, 2000, by Cooper River, AIMCO/IPT, IPLP,
AIMCO OP, AIMCO-GP and AIMCO, and (xxi) Amendment No. 21, dated September 18,
2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO..
--------
9
<PAGE> 10
Item 8. Interest in Securities of the Subject Company.
At 5:00 p.m., New York time, on Thursday, September 28, 2000, the offer
expired pursuant to its terms. A total of 1,235 Units, representing
approximately 2.5% of the outstanding Units, were validly tendered and not
withdrawn pursuant to the offer. AIMCO OP has accepted for payment all of those
Units at $574.10 per Unit.
Since July 1, 2000, AIMCO OP has purchased in privately negotiated
transactions or through the facilities of the American Partnership Board, the
following Units in the Partnership:
<TABLE>
<CAPTION>
DATE NUMBER OF UNITS SALE PRICE PER UNIT
---- --------------- -------------------
<S> <C> <C>
7/15 25 $624.34
7/23 9 565.09
9/29 102 (1)
9/29 1,637 (2)
9/29 19 (3)
</TABLE>
----------
(1) The Units were purchased as part of a group purchase of 3,507.65 units
in various partnerships for an aggregate price of $950,000.
(2) The Units were purchased as part of a group purchase of 23,298.85 units
in various partnerships for an aggregate price of $8,600,000.
(3) The Units were purchased as part of a group purchase of 27,820.20 units
in various partnerships for an aggregate price of $3,700,000.
10
<PAGE> 11
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the informa tion set forth in this statement is true, complete and correct.
Date: October 18, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
---------------------------
Executive Vice
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
---------------------------
Executive Vice
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
---------------------------
Executive Vice
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
---------------------------
Executive Vice
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
---------------------------
Executive Vice
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
---------------------------
Executive Vice
11
