-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsxEhDEoMjl0oHBCqo7QbzrzKmpyafdGHuRewTqKGMRg8BN3df7GRPuCRxDgTuDO W6rSBvmpTX5CCE1SFHNUvA== 0000950123-11-012863.txt : 20110211 0000950123-11-012863.hdr.sgml : 20110211 20110211165733 ACCESSION NUMBER: 0000950123-11-012863 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: AIMCO IPLP, L.P. GROUP MEMBERS: AIMCO-GP, INC. GROUP MEMBERS: AIMCO/IPT, INC. GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT COMPANY GROUP MEMBERS: COOPER RIVER PROPERTIES, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES IV LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000702174 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570721760 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44521 FILM NUMBER: 11600153 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PL STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 55 BEATTIE PL STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 SC 13D/A 1 d79600sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 32 )*

Shelter Properties IV Limited Partnership
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
None
(CUSIP Number)
John Bezzant
Apartment Investment and Management Company
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29601
Telephone: (864) 239-1000

with a copy to:

Paul J. Nozick
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309
(404) 881-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 11, 2011
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
Not Applicable 
  

 

           
1.   NAME OF REPORTING PERSON: AIMCO Properties, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  WC
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000 Units
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    1,000 Units
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000 Units
     
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  100%
     
14.   TYPE OF REPORTING PERSON
   
  PN

 

                     
CUSIP No.
  
Not Applicable 
  

 

           
1.   NAME OF REPORTING PERSON: AIMCO-GP, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  WC
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000 Units
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    1,000 Units
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000 Units
     
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  100%
     
14.   TYPE OF REPORTING PERSON
   
  CO

 

                     
CUSIP No.
  
Not Applicable 
  

 

           
1.   NAME OF REPORTING PERSON: Apartment Investment and Management Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  WC
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Maryland
       
  7.   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,000 Units
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    1,000 Units
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000 Units
     
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  100%
     
14.   TYPE OF REPORTING PERSON
   
  CO

 

                     
CUSIP No.
  
Not Applicable 
  

 

           
1.   NAME OF REPORTING PERSON: AIMCO IPLP, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  WC
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 Units
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    0 Units
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 Units
     
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14.   TYPE OF REPORTING PERSON
   
  PN

 

                     
CUSIP No.
  
Not Applicable 
  

 

           
1.   NAME OF REPORTING PERSON: AIMCO/IPT, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  WC
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 Units
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    0 Units
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 Units
     
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14.   TYPE OF REPORTING PERSON
   
  CO

 

                     
CUSIP No.
  
Not Applicable 
  

 

           
1.   NAME OF REPORTING PERSON: Cooper River Properties, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
     
     
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3.   SEC USE ONLY
   
   
     
4.   SOURCE OF FUNDS
   
  WC
     
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
   
  o
     
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7.   SOLE VOTING POWER
     
NUMBER OF  
       
SHARES 8.   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0 Units
       
EACH 9.   SOLE DISPOSITIVE POWER
REPORTING    
PERSON  
       
WITH 10.   SHARED DISPOSITIVE POWER
     
    0 Units
     
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0 Units
     
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14.   TYPE OF REPORTING PERSON
   
  OO

 

 

     This Amendment No. 32 (this “Amendment No. 32”) is filed with respect to the issuer, Shelter Properties IV Limited Partnership, a South Carolina limited partnership (the “Partnership”), by AIMCO Properties, L.P. (“AIMCO Properties”), AIMCO-GP, Inc. (“AIMCO-GP”), Apartment Investment and Management Company (“AIMCO”), AIMCO IPLP, L.P. (“AIMCO IPLP”), AIMCO/IPT, INC. (“AIMCO/IPT”) and Cooper River Properties, L.L.C. (“Cooper River” and, together with AIMCO Properties, AIMCO-GP, AIMCO, AIMCO IPLP and AIMCO/IPT, the “Reporting Persons”). This Amendment No. 32 amends and supplements the statement on Schedule 13D, as amended and supplemented to date (the “Schedule 13D”), previously filed with the Securities and Exchange Commission with respect to the Partnership by the Reporting Persons or certain of their affiliates.
Item 4.   Purpose of Transaction
Item 4 is hereby supplemented by the addition of the following information:
Amendment to Certificate and Agreement of Limited Partnership
     On October 8, 2010, Shelter Realty IV Corporation, a South Carolina corporation and the corporate general partner (the “Corporate General Partner”) of the Partnership, approved an amendment (the “Sixth Amendment”) to the amended and restated certificate and agreement of limited partnership of the Partnership, dated as of July 22, 1982, as amended (as further amended, the “Partnership Agreement”). On February 11, 2011, a majority in interest of the limited partners of the Partnership approved the Sixth Amendment and the Sixth Amendment was effected. Pursuant to the Sixth Amendment, the general partners of the Partnership are authorized to cause the Partnership to effect a merger or any other similar transaction which would effect a change of control of the Partnership with the approval of limited partners holding a majority of the then outstanding limited partnership interests (the “Limited Partnership Units”) of the Partnership.
Merger Agreement
     Following the effectiveness of the Sixth Amendment, on February 11, 2011, the Partnership entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AIMCO Properties, attorney in fact for the individual general partner of the Partnership (together with the Corporate General Partner, the “General Partners”), and AIMCO SP II Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). The Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity (the “Merger”) upon approval by a majority in interest of the outstanding Limited Partnership Units. On February 11, 2011, AIMCO Properties and its affiliates, which owned 36,650 of the 49,995 issued and outstanding Limited Partnership Units, or approximately 73.31% of the number of outstanding Limited Partnership Units, took action by written consent to approve the Merger.
     On February 11, 2011, the Merger was completed, and each Limited Partnership Unit in the Partnership outstanding immediately prior to the consummation of the Merger and held by limited partners (other than Limited Partnership Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the limited partner, either (i) $4.50 in cash (the “Cash Consideration”) or (ii) 0.18 partnership common units (“OP Units”) of AIMCO Properties. However, limited partners who reside in the State of California will only be entitled to receive the Cash Consideration for each Limited Partnership Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.

 

 

     In the merger, AIMCO Properties’ interest in the Merger Subsidiary was converted into 1,000 Limited Partnership Units, and AIMCO Properties became the sole limited partner of the Partnership. The General Partners continue to be the general partners of the Partnership, and the Partnership’s agreement of limited partnership in effect immediately prior to the Merger remains unchanged after the Merger.
Item 5.   Interest in Securities of the Issuer
     Item 5 is hereby amended and restated in its entirety as follows:
     (a)-(b) The information in lines 7 through 11 and 13 of each Reporting Person’s cover page is incorporated herein by reference.
Item 7.   Material to Be Filed as Exhibits
The following is filed herewith as an Exhibit to this Statement:
     
Exhibit 7.1
  Agreement and Plan of Merger, dated February 11, 2011 (incorporated by reference to Exhibit 10.1 to Shelter Properties IV Limited Partnership’s Current Report on Form 8-K, dated February 11, 2011).

 

 

SIGNATURE
     After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2011
         
  AIMCO PROPERTIES, L.P.
 		  
  By:   AIMCO-GP, INC.    
    (General Partner)   
 
  AIMCO-GP, INC.

APARTMENT INVESTMENT AND
MANAGEMENT COMPANY

AIMCO IPLP, L.P.
 		  
  By:   AIMCO/IPT, INC.    
    (General Partner)   
       
 
  AIMCO/IPT, INC.

COOPER RIVER PROPERTIES, L.L.C.
 		  
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and Assistant General Counsel   
 

 

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