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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 30, 1999
U.S. SHELTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-12659 57-0769881
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization Identification No.)
201 LAVINIA AVENUE
GREENVILLE, SC 29601
(Address of principal executive office)(Zip code)
(864) 242-6631
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
Pursuant to the approval of the stockholders of U.S. Shelter
Corporation (the "Company") on December 31, 1990 and effective as of September
30, 1999 (the "Effective Date"), the Company was liquidated and every share of
common stock of the Company held by a stockholder of record on that date was
canceled and converted into the right to receive shares of the common stock of
Insignia Financial Group, Inc. ("Insignia") and shares of the common stock of
Apartment Investment and Management Company ("Aimco") at the rate of .031836094
share of Insignia and .011428490 share of Aimco for each share of the Company
issued and outstanding on the Effective Date. Shares of Insignia and Aimco
constitute substantially all of the remaining assets of the Company other than a
cash reserve for contingencies. In lieu of any fractional shares of Insignia or
Aimco, payment will be made in cash in respect of each fractional share to which
a shareholder is entitled.
The Liquidation Agent to effect the cancellation and conversion is the
Shareholder Services Group of First Union National Bank. The Company has been
advised by its legal counsel that under current federal tax laws, the receipt of
shares of Insignia and Aimco, as well as cash in lieu of fractional shares, will
result in taxable gain to the shareholder if the fair market value of the
Insignia and Aimco shares on September 30, 1999 plus the cash in lieu of
fractional shares exceeds the shareholder's tax basis in his or her stock in the
Company. Each stockholder should consult his or her tax advisor as to any
questions concerning the tax treatment of this liquidation distribution.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL SCHEDULES AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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20 Letter to Stockholders of
William D. Richardson, dated
September 20, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. SHELTER CORPORATION
Date: October 14, 1999 By: /s/ William D. Richardson
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William D. Richardson
President and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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20 Letter to Stockholders of
William D. Richardson, dated
September 20, 1999
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EXHIBIT 20
U.S. Shelter Corporation
P.O. Box 26718
Greenville, South Carolina 29616
September 20, 1999
Dear Stockholder:
Your are hereby advised that, pursuant to the approval of the
stockholders of U.S. Shelter Corporation (the "Company") on December 31, 1990
and effective as of September 30, 1999 (the "Effective Date"), the Company
will be liquidated and every share of Common Stock of the Company held by a
stockholder of record on that date will be cancelled and converted into the
right to receive shares of the common stock of Insignia Financial Group, Inc.
("Insignia") and shares of the common stock of Apartment Investment and
Management Company ("Aimco") at the rate of .031836094 share of Insignia and
.011428490 share of Aimco for each share of Shelter issued and outstanding on
September 30, 1999 (the "Effective Date"). Shares of Insignia and Aimco
constitute substantially all of the remaining assets of the Company other than
a cash reserve for contingencies. No fractional shares of Insignia or Aimco
will be issued. In lieu thereof former stockholders of the Company will receive
payment of the amount of cash to which such stockholder is entitled in respect
of fractional interests sold.
In order to obtain the new certificates for Insignia and Aimco and any
cash payment for fractional shares, it will be necessary for you to fill out
the enclosed Notice of Filing and Letter of Transmittal and send it, along with
the certificate(s) that you currently hold, to the Shareholder Services Group
of First Union National Bank, which is acting as liquidation agent. A return
envelope to be used for this purpose is enclosed for your convenience.
We have been advised by our legal counsel that under current federal
tax laws, the receipt of shares of Insignia and Aimco, as well as cash in lieu
of fractional shares will result in taxable gain if the fair market value of
the Insignia and Aimco shares on September 30, 1999 plus the cash in lieu of
fractional shares exceed your tax basis in your stock in the Company. Each
stockholder should consult his or her tax advisor as to any questions
concerning the tax treatment of this liquidating distribution.
If you have questions, please contact the Shareholder Services Group
at First Union National Bank at 800-829-8432.
Very truly yours,
/s/ William D. Richardson
William D. Richardson
President and Secretary
Enclosures
