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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
A SOUTH CAROLINA LIMITED PARTNERSHIP
(Name of Subject Company)
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
A SOUTH CAROLINA LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
N/A
(Cusip Number of Class of Securities)
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WILLIAM H. JARRARD, JR.
PRESIDENT
SHELTER REALTY VII CORPORATION
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the person(s) filing statement)
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ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Shelter Properties VII Limited
Partnership, a South Carolina limited partnership (the "Partnership"), and the
address of the principal executive offices of the Partnership is One Insignia
Financial Plaza, Greenville, South Carolina 29602. The title of the class of
equity securities to which this statement relates is the units of limited
partnership interest ("Units") of the Partnership.
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to an offer by Cooper River Properties,
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 6,000 of the outstanding Units at a purchase price of $450 per Unit, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in an Offer to Purchase dated July 21, 1998 (the "Offer to
Purchase") and related Assignment of Partnership Interest (which collectively
constitute the "Offer"). A Tender Offer Statement on Schedule 14D-1 with
respect to the Offer has been filed by the Purchaser, Insignia Properties,
L.P., a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a
Maryland real estate investment trust ("IPT"), and Insignia Financial Group,
Inc., a Delaware corporation ("Insignia") (collectively, the "Bidders").
The address of the Purchaser's principal executive offices is One
Insignia Financial Plaza, Greenville, South Carolina 29602.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Partnership, which is the
person filing this statement, are set forth in Item 1 above.
(b)(1) The Partnership's corporate general partner is Shelter Realty
VII Corporation, a South Carolina corporation (the "General Partner") and an
affiliate of the Purchaser. The individual general partner of the Partnership,
N. Barton Tuck, Jr., is prohibited by the Limited Partnership Agreement from
participating in the activities of the Partnership.
In December 1990, Insignia purchased substantially all of the assets
of U.S. Shelter Corporation, a major property management and real estate
services company and an affiliate of the General Partner. In connection with
this acquisition, Insignia acquired general partner interests in approximately
150 limited partnerships, including the Partnership. The General Partner is a
wholly-owned subsidiary of IPT. The Purchaser is a newly-formed, wholly-owned
subsidiary of IPLP, which is the operating partnership of IPT. IPT is the sole
general partner of IPLP (owning approximately 66% of the total equity interests
in IPLP) and Insignia is the sole limited partner of IPLP (owning approximately
34% of the total equity interests in IPLP). Insignia and its affiliates also
own approximately 68% of the outstanding common shares of IPT.
For more than the past three years, Insignia Residential Group, L.P.
("IRG"), which is an affiliate of Insignia and the Purchaser, has provided
property management services to the Partnership, and Insignia (directly or
through affiliates) has performed asset management, partnership administration
and investor relations services for the Partnership.
By reason of the relationships described in the two preceding
paragraphs, the General Partner has conflicts of interest in considering the
Offer.
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Transactions with Affiliates. The Partnership paid IRG property
management fees for property management services in the amounts of
approximately $184,000, $182,000 and $171,000 for the years ended December 31,
1997, 1996 and 1995, respectively, and has paid IRG property management fees
equal to $47,000 during the first three months of 1998. The Partnership
reimbursed the General Partner and its affiliates (including Insignia) for
expenses incurred in connection with asset management and partnership
administration services performed by them for the Partnership for the years
ended December 31, 1997, 1996 and 1995 in the amounts of $136,000, $97,000 and
$68,000, respectively, and has reimbursed them for such services in the amount
of $23,000 through March 31, 1998. The reimbursement amounts for the years
ended December 31, 1997 and 1996 include $51,000 and 18,000, which was paid to
an affiliate of the General Partner for costs incurred in connection with
construction oversight services. For the period January 1, 1996 through August
31, 1997, the Partnership insured its properties under a master policy through
an agency affiliated with the General Partner, but with an insurer unaffiliated
with the General Partner. An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the then current year's
master policy. That agent assumed the financial obligations to the affiliate of
the General Partner who received payments on these obligations from the agent.
Insignia and the General Partner believe that the aggregate financial benefit
derived by Insignia and its affiliates from such arrangement was immaterial.
As described above, the Purchaser and the General Partner are
affiliates of and controlled by IPT, which is controlled by Insignia. The
General Partner has conflicts of interest with respect to the Offer, including
conflicts resulting from its affiliation with IPT and the Purchaser. The
General Partner also would have a conflict of interest (i) as a result of the
fact that a sale or liquidation of the Partnership's assets would result in a
decrease or elimination of the fees paid to the General Partner and/or its
affiliates and (ii) as a consequence of the Purchaser's ownership of Units,
because the Purchaser (which is an affiliate of the General Partner) may have
incentives to seek to maximize the value of its ownership of Units, which in
turn may result in a conflict for the General Partner in attempting to
reconcile the interests of the Purchaser (which is an affiliate of the General
Partner) with the interests of the other Limited Partners. In addition, the
Purchaser (which is an affiliate of the General Partner) is making the Offer
with a view to making a profit. Accordingly, there is a conflict between the
desire of the Purchaser (which is an affiliate of the General Partner) to
purchase Units at a low price and the desire of the Limited Partners to sell
their Units at a high price.
As described in the Offer to Purchase, the Purchaser (which is an
affiliate of the General Partner) expects to pay for the Units it purchases
pursuant to the Offer with funds provided by IPLP as capital contributions.
IPLP in turn intends to use its cash on hand and borrowings from its credit
facility with a commercial bank and financial institution to make such
contributions. See Section 12 of the Offer to Purchase. It is possible,
however, that in connection with its future financing activities, IPT or IPLP
may cause or request the Purchaser (which is an affiliate of the General
Partner) to pledge the Units as collateral for loans, or otherwise agree to
terms which provide IPT, IPLP and the Purchaser with incentives to generate
substantial near-term cash flow from the Purchaser's investment in the Units.
This could be the case, for example, if a loan has a "balloon" maturity after a
relatively short time or bears a high or increasing interest rate. In such a
situation, the General Partner may experience a conflict of interest in seeking
to reconcile the best interests of the Partnership with the need of its
affiliates for cash flow from the Partnership's activities.
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If the Purchaser is successful in acquiring a significant number of
Units pursuant to the Offer, the Purchaser (which is an affiliate of the
General Partner) will have the right to vote those Units and thereby
significantly influence all voting decisions with respect to the Partnership,
including decisions concerning liquidation, amendments to the Limited
Partnership Agreement, removal and replacement of the General Partner or the
individual general partner and mergers, consolidations and other extraordinary
transactions. This means that (i) non-tendering Limited Partners could be
prevented from taking action they desire but that IPT (which is an affiliate of
the General Partner) opposes and (ii) IPT (which is an affiliate of the General
Partner) may be able to take action desired by IPT but opposed by the
non-tendering Limited Partners.
Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters, including removal of the General Partner or an individual general
partner and in certain circumstances election of new or successor general
partners, dissolution of the Partnership, the sale of all or substantially all
of the assets of the Partnership, and most types of amendments to the Limited
Partnership Agreement. In general, IPLP and the Purchaser (which are affiliates
of the General Partner) will vote the Units owned by them in whatever manner
they deem to be in the best interests of IPT, which, because of their
relationship with the General Partner, also may be in the interest of the
General Partner, but may not be in the interest of other Limited Partners.
To the best knowledge of the General Partner, except as described in
this Schedule 14D-9, there are no other material agreements, arrangements,
understandings or any actual or potential conflicts of interest between the
Partnership, the General Partner and their affiliates and the Bidders, their
executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Because of the existing and potential future conflicts of interest
described in Item 3 above, the Partnership and the General Partner are
remaining neutral and making no recommendation as to whether Limited Partners
should tender their Units in response to the Offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has
employed, retained or compensated, or intends to employ, retain or compensate,
any person or class of person to make solicitations or recommendation to
Limited Partners on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTEREST WITH RESPECT TO SECURITIES.
None.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of cover letter to Limited Partners of the Partnership
dated July 21, 1998.
(b) None.
(c) None.
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SIGNATURE
After reasonable 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: July 21, 1998
SHELTER PROPERTIES VII LIMITED PARTNERSHIP,
a South Carolina limited partnership
By: SHELTER REALTY VII CORPORATION
Its General Partner
By: /s/ William H. Jarrard, Jr.
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William H. Jarrard, Jr.
President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a) Form of cover letter to Limited Partners from the Partnership
dated July 21, 1998.
(b) None.
(c) None.
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Exhibit (a)
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
July 21, 1998
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by Shelter Properties
VII Limited Partnership (the "Partnership") with the Securities and Exchange
Commission in connection with an offer (the "Offer") by Cooper River
Properties, L.L.C., a Delaware limited liability company (the "Purchaser"),
Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia
Properties Trust, a Maryland real estate investment trust ("IPT"), and Insignia
Financial Group, Inc., a Delaware corporation ("Insignia," and together with
IPLP, IPT and the Purchaser, the "Bidders"), to purchase units of limited
partnership interest ("Units") in the Partnership.
The Partnership's general partners are Shelter Realty VII
Corporation (the "General Partner"), which is an affiliate of the Bidders, and
N. Barton Tuck, Jr., an individual who is prohibited by the Partnership's
Limited Partnership Agreement from participating in the activities of the
Partnership. Due to the affiliation between the General Partner of the
Partnership and the Bidders, the General Partner is subject to certain
conflicts of interest in connection with the response to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST,
NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNER EXPRESSES ANY OPINION AS TO THE
OFFER AND EACH IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER
LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER.
Limited Partners are advised to carefully read the enclosed Schedule
14D-9.
SHELTER PROPERTIES VII LIMITED PARTNERSHIP
