-----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, W07zLJM46oFkKDEToYfMteB/r1tRSJ4vKdhjRicAIYUvwSVnXRhF6+ZFifLgHOn+ ONjcYFz9XA5igOBgt/tdtQ== 0000950136-97-000761.txt : 19970624 0000950136-97-000761.hdr.sgml : 19970624 ACCESSION NUMBER: 0000950136-97-000761 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970623 SROS: NONE GROUP MEMBERS: ANDREW L. FARKAS GROUP MEMBERS: INSIGNIA FINANCIAL GROUP INC GROUP MEMBERS: INSIGNIA FINANCIAL GROUP, INC. GROUP MEMBERS: LIQUIDITY ASSISTANCE L.L.C. GROUP MEMBERS: MARKET VENTURES L.L.C. GROUP MEMBERS: SP IV ACQUISITION, 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: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44521 FILM NUMBER: 97628369 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 2347 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSIGNIA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000870480 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 133591193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: METSOUTH FINANCIAL CORPORATION DATE OF NAME CHANGE: 19600201 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) ------------------------------------ SHELTER PROPERTIES IV LIMITED PARTNERSHIP (Name of Issuer) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) NONE (Cusip Number of Class of Securities) ------------------------------------ JOHN K. LINES, ESQ. GENERAL COUNSEL AND SECRETARY INSIGNIA FINANCIAL GROUP, INC. ONE INSIGNIA FINANCIAL PLAZA GREENVILLE, SOUTH CAROLINA 29602 (864) 239-1000 COPY TO: JOHN A. HEALY, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------------ JUNE 13, 1997 (Date of Event Which Requires Filing of this Statement) - ------------------------------------------------------------------------------- [ ] Check box if the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4). [ ] Check box if a fee is being paid with the statement. - ------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP No. None 13D Page 2 ------------- - - --------------------------- --------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON SP IV ACQUISITION, L.L.C. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS 0 BENEFICIALLY --------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 11,122 PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 11,122 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,872 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% (Based on 49,995 Units reported outstanding as of April 30, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO =============================================================================== - --------------------------- --------------------------- CUSIP No. None 13D Page 3 ------------- - - --------------------------- --------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MARKET VENTURES L.L.C. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY --------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 370 PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 370 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,872 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% (Based on 49,995 Units reported outstanding as of April 30, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO =============================================================================== - --------------------------- --------------------------- CUSIP No. None 13D Page 4 ------------- - - --------------------------- --------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON LIQUIDITY ASSISTANCE L.L.C. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY --------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 17 PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 17 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,872 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% (Based on 49,995 Units reported outstanding as of April 30, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO =============================================================================== - --------------------------- --------------------------- CUSIP No. None 13D Page 5 ------------- - - --------------------------- --------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON INSIGNIA FINANCIAL GROUP, INC. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY --------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 15,872 PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,872 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,872 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% (Based on 49,995 Units reported outstanding as of April 30, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO =============================================================================== - --------------------------- --------------------------- CUSIP No. None 13D Page 6 ------------- - - --------------------------- --------------------------- =============================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON ANDREW L. FARKAS - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCES OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY --------------------------------------------------- OWNED BY 8. SHARED VOTING POWER EACH REPORTING 15,872 PERSON WITH --------------------------------------------------- 9. SOLE DISPOSITIVE POWER None --------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,872 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,872 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.8% (Based on 49,995 Units reported outstanding as of April 30, 1997) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN =============================================================================== AMENDMENT NO. 5 TO SCHEDULE 13D This Amendment No. 5, which relates to units of limited partnership interest ("Units") in Shelter Properties IV Limited Partnership, a South Carolina limited partnership (the "Partnership"), and is being filed jointly by SP IV Acquisition, L.L.C., a Delaware limited liability company ("Acquisition"), Market Ventures L.L.C., a Delaware limited liability company ("Market Ventures"), Liquidity Assistance L.L.C., a Delaware limited liability company ("Liquidity"), Insignia Financial Group, Inc., a Delaware corporation ("Insignia"), and Mr. Andrew L. Farkas ("Mr. Farkas") (collectively, the "Reporting Persons"), supplements and amends the Statement on Schedule 13D originally filed with the Commission on May 31, 1995, as amended by Amendment No. 1 filed with the Commission on June 14, 1995, Amendment No. 2 filed with the Commission on June 21, 1995, Amendment No. 3 filed with the Commission on July 3, 1995 and Amendment No. 4 filed with the Commission on November 27, 1995, by Acquisition and Insignia (as amended, the "Statement"). Capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to them in the Statement. The following Items of the Statement are hereby supplemented and/or amended as indicated: ITEM 2. IDENTITY AND BACKGROUND. Following are the names and business addresses of the persons filing this statement in addition to Acquisition and Insignia: (i) Market Ventures, which has offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602; (ii) Liquidity, which has offices at One Insignia Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602; and (iii) Mr. Farkas, a United States citizen whose principal occupation is to serve as the Chairman, Chief Executive Officer and President of Insignia and whose business address is c/o Insignia, One Insignia Financial Plaza, P.O. Box 1089, Greenville, South Carolina 29602. The name, business address, present principal occupation or employment and citizenship of each director or manager and executive officer of Market Ventures and Liquidity are set forth in Schedule I and Schedule II, respectively, to this Statement. During the past five years no Reporting Person nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule I and Schedule II, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him or it being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Insignia is the owner of 99% of the units of common member interest in Market Ventures, and Insignia Commercial Group, Inc., a wholly-owned subsidiary of Insignia, owns the other 1% interest in Market Ventures. Market Ventures' principal business is the ownership of real estate securities. Information with respect to the manager and executive officers of Market Ventures is detailed in Schedule I hereto. Insignia is the owner of 99% of the units of common member interest in Liquidity, and Insignia Commercial Group, Inc., a wholly-owned subsidiary of Insignia, owns the other 1% interest in Liquidity. Liquidity's principal business is the ownership of real estate securities. Information with respect to the manager and executive officers of Liquidity is detailed in Schedule II hereto. 7 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate amount of funds used by Insignia in making its purchase described in Item 5(c) was $2,936,582, and Insignia used its working capital to make such purchase. The aggregate amount of funds used by Market Ventures in making its purchase described in Item 5(c) was $93,750, and Market Ventures used its working capital to make such purchase. ITEM 4. PURPOSE OF THE TRANSACTION. Insignia and Market Ventures each acquired the Units for investment purposes. None of the Reporting Persons has any current plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Partnership or the disposition of any such securities, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Partnership or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Partnership or any of its subsidiaries, (d) any change in the present management of the Partnership, (e) any material change in the present capitalization or dividend policy of the Partnership, (f) any other material change in the Partnership's business or corporate structure, (g) any other material change in the Partnership's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Partnership by any person, (h) causing a class of securities of the Partnership to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Partnership becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action similar to any of the enumerated in (a) through (i) above. However, the Reporting Persons may acquire additional Units, whether through private purchases, tender or exchange offers or by any other means deemed advisable. The Reporting Persons also may consider selling some or all of their Units, either directly or by a sale of one or more interests in one or more of the Reporting Persons, depending among other things on liquidity, strategic, tax and other considerations. Although the Reporting Persons do not intend to change current management or the operation of the Partnership and have no current plans for any extraordinary transaction involving the Partnership, these plans could change in the future. In addition, the Reporting Persons expect that consistent with its fiduciary obligations, Shelter Realty IV Corporation, which is the general partner of the Partnership and an affiliate of Insignia (the "General Partner"), will seek and review opportunities to engage in transactions which could benefit the Partnership, such as sales or refinancings of assets or combinations of the Partnership with one or more other entities, with the objective of seeking to maximize returns to holders of Units. In that regard, the Reporting Persons expect the General Partner will carefully consider any suggestions or proposals the Reporting Persons may make. The Reporting Persons have been advised that the possible future transactions the General Partner expects to consider on behalf of the Partnership include (i) payment of extraordinary distributions; (ii) refinancing, reducing or increasing existing indebtedness of the Partnership; (iii) sales of assets, individually or as part of a complete liquidation; and (iv) mergers or other consolidation transactions involving the Partnership. Any such merger or consolidation transaction could involve other limited partnerships in which the General Partner or its affiliates serve as general partners, or a combination of the Partnership with one or more existing, publicly traded entities (including, possibly, affiliates of the Reporting Persons), in any of which holders of Units might receive cash, common stock or other securities or consideration. There is no assurance, however, as to when or whether any of the transactions referred to above might occur. A merger or other consolidation transaction and certain kinds of other extraordinary transactions would require a vote of the limited partners in the Partnership. The 8 Reporting Persons' primary objective in acquiring the Units is not, however, to influence the vote on any particular transaction, but rather to generate a profit on the investment represented by those Units. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) Acquisition owns 11,122 Units, Market Ventures owns 370 Units, Liquidity owns 17 Units and Insignia owns 4,263 Units, representing 22.3%, 0.7%, 0.03% and 8.5%, respectively, of the outstanding Units based on the 49,995 Units reported by the Partnership to be outstanding at April 30, 1997. The General Partner owns 100 Units, and because Insignia indirectly owns a majority of the General Partner, Insignia may be deemed to be the beneficial owner of those Units. Insignia also may be deemed to be the beneficial owner of the Units directly owned by Acquisition, Market Ventures and Liquidity by reason of its relationship with each of those entities (Insignia is the majority shareholder of each). Mr. Farkas may be deemed to be the beneficial owner of the Units directly owned by Insignia, Acquisition, Market Ventures and Liquidity by reason of Mr. Farkas' relationship with Insignia. Mr. Farkas is the Chairman, Chief Executive Officer and President of Insignia and is the beneficial owner of approximately 27.9% of its outstanding common stock. Accordingly, for purposes of this Amendment No. 5, (i) Insignia and Mr. Farkas are reporting that they share the power to vote or direct the vote and the power to dispose or direct the disposition of the 15,872 total Units owned by Insignia, Acquisition, Market Ventures, Liquidity and the General Partner; (ii) Acquisition is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 11,122 Units which it owns; (iii) Market Ventures is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 370 Units which it owns; and (iv) Liquidity is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 17 Units which it owns. (c) On June 13, 1997, Insignia purchased 4,263 Units for an aggregate purchase price of $2,936,582 from High River Limited Partnership, which is controlled by Carl Icahn, in a privately negotiated transaction. Effective as of May 1, 1997, Market Ventures purchased 250 Units for an aggregate purchase price of $93,750 in an open market transaction effected through the facilities of the Chicago Partnership Board. No other transactions in the Units have been effected by any of the Reporting Persons within the last 60 days. (d)-(e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.6 Purchase and Sale Agreement, dated as of June 13, 1997, between Insignia and High River Limited Partnership. Exhibit 7.7 Agreement of Joint Filing, dated June 23, 1997, among the Reporting Persons. 9 SIGNATURE After due 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: June 23, 1997 SP IV ACQUISITION, L.L.C. By: /s/ Jeffrey L. Goldberg ------------------------------------ Jeffrey L. Goldberg President MARKET VENTURES L.L.C. By: /s/ John K. Lines ------------------------------------ John K. Lines Vice President LIQUIDITY ASSISTANCE L.L.C. By: /s/ J. Scott Kester ------------------------------------ J. Scott Kester President INSIGNIA FINANCIAL GROUP, INC. By: /s/ Jeffrey P. Cohen ------------------------------------ Jeffrey P. Cohen Senior Vice President /s/ Andrew L. Farkas --------------------------------------- Andrew L. Farkas 10 SCHEDULE I ----------- INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF MARKET VENTURES Set forth in the table below are the name and the present principal occupations or employment of the manager and each of the executive officers of Market Ventures. Insignia owns (directly and indirectly) 100% of Market Ventures. Each person identified below is employed by Insignia and is a United States citizen. The principal business address of Insignia and each person identified below is One Insignia Financial Plaza, Greenville, South Carolina 29602. The manager is identified by an asterisk. Name Present Principal Occupation or Employment - ---- ------------------------------------------ SHERYL W. BAKER* Sheryl W. Baker's principal occupation is to serve as Assistant Controller of Insignia. Ms. Baker also serves as Manager and President of Market Ventures. JOHN K. LINES John K. Lines' principal occupation is to serve as General Counsel and Secretary of Insignia. Mr. Lines also serves as a Vice President of Market Ventures. RONALD URETTA Ronald Uretta's principal occupation is to serve as Chief Operating Officer and Treasurer of Insignia. Mr. Uretta also serves as a Vice President and Treasurer of Market Ventures. I-1 SCHEDULE II ----------- INFORMATION REGARDING THE MANAGER AND EXECUTIVE OFFICERS OF LIQUIDITY Set forth in the table below are the name and the present principal occupations or employment of the manager and each of the executive officers of Liquidity. Insignia owns (directly and indirectly) 100% of Liquidity. Each person identified below is employed by Insignia and is a United States citizen. The principal business address of Insignia is One Insignia Financial Plaza, Greenville, South Carolina 29602. The manager is identified by an asterisk. Name Present Principal Occupation or Employment - ---- ------------------------------------------ J. SCOTT KESTER* J. Scott Kester's principal occupation is to serve as a Vice President of Investment Banking of Insignia. Mr. Kester also serves as Manager and President of Liquidity. JOHN K. LINES John K. Lines' principal occupation is to serve as General Counsel and Secretary of Insignia. Mr. Lines also serves as a Vice President of Liquidity. RONALD URETTA Ronald Uretta's principal occupation is to serve as Chief Operating Officer and Treasurer of Insignia. Mr. Uretta also serves as a Vice President and Treasurer of Liquidity. II-1 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ---------- ----------- 7.6 Purchase and Sale Agreement, dated as of June 13, 1997, between Insignia and High River Limited Partnership. 7.7 Agreement of Joint Filing, dated June 23, 1997, among the Reporting Persons. 13 EX-7.6 2 PURCHASE AND SALE AGREEMENT EXHIBIT 7.6 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is entered into as of the 13th day of June, 1997, by and between High River, a Delaware limited partnership ("Seller"), and Insignia Financial Group, Inc., a Delaware corporation ("Purchaser"). RECITALS WHEREAS, Seller and certain of its affiliates and Purchaser and certain of its affiliates are parties to a series of six separate settlement agreements (collectively, the "Settlement Agreements"), each dated as of June 17, 1995 and relating to one of the six Shelter Partnerships (as defined herein); WHEREAS, Seller is the record owner of: 1,695 units of limited partnership interest in Shelter Properties I Limited Partnership (the "Shelter I Units"); 2,857 units of limited partnership interest in Shelter Properties II Limited Partnership (the "Shelter II Units"); 5,398 units of limited partnership interest in Shelter Properties III Limited Partnership (the "Shelter III Units"); 4,263 units of limited partnership interest in Shelter Properties IV Limited Partnership (the "Shelter IV Units"); 6,407 units of limited partnership interest in Shelter Properties V Limited Partnership (the "Shelter V Units"); and 2,961 units of limited partnership interest in Shelter Properties VI Limited Partnership (the "Shelter VI Units"); WHEREAS, the limited partnerships referred to in the preceding clause are collectively referred to herein as the "Shelter Partnerships," and the Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter V Units and Shelter VI Units are collectively referred to herein as the "Shelter Units"; and WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the Shelter Units on the terms and subject to the conditions set forth in this Agreement; AGREEMENT NOW, THEREFORE, in consideration of the premises and of the mutual representations, warranties covenants and agreements contained herein, and intending to be legally bound, the parties hereto hereby agree as follows: 1. Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, in exchange for the consideration described in Sections 2, all of the right, title and interest of Seller in and to the Shelter Units, free and clear of all liens. 2. Purchase Price. The aggregate purchase price for the Shelter Units is $15,500,000.00 (the "Purchase Price"), payable in cash in the manner provided in Section 3. The Purchase Price shall be allocated between the Shelter I Units, Shelter II Units, Shelter III Units, Shelter IV Units, Shelter V Units and Shelter VI Units sold by Seller pursuant hereto as provided on Schedule I attached hereto. 3. Closing. The closing of the purchase and sale of the Shelter Units contemplated hereby (the "Closing") will take place on June 13, 1997 (the "Closing Date"). At the Closing, Purchaser will pay the Purchase Price by wire transfer of immediately available funds to the account of Seller designated on Schedule II attached hereto. Simultaneously, Seller will assign and transfer to Purchaser good and valid title in and to the Shelter Units, free and clear of any and all liens, charges and encumbrances (other than those contained in or resulting from the Settlement Agreements), by delivering to Purchaser the Assignments of Partnership Interest attached as Exhibits A -- F hereto. 4. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that each of the following statements is true and correct as of the date hereof and will be true and correct as of the Closing Date as if made on and as of such date: (a) Organization of Seller. Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Shelter Units. (b) Authority. The execution and delivery by Seller of this Agreement, and the performance by Seller of its obligations hereunder, have been duly and validly authorized by requisite action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Shelter Units. The Shelter Units are legally and beneficially owned by Seller. Except as contemplated in this Agreement and in the Settlement Agreements, there is no option, warrant, conversion or other right, agreement or commitment of any kind, contingent or otherwise, obligating Seller to sell any of the Shelter Units, and no authorization therefor has been given. The Shelter Units are, and will immediately prior to the Closing be, free and clear of any assessment, lien, restrictions, pledge, claim, proxy, security interest, option, rights of others or encumbrances of any kind, nature or description (other than those contained in or resulting from the Settlement Agreements). Neither Seller nor any of its affiliates owns (beneficially or of record) any units of limited partnership interest in any of the Shelter Partnerships other than the Shelter Units. (d) Shelter Partnerships. Seller hereby expressly acknowledges that it understands that certain affiliates of the Purchaser are the general partners of the Shelter Partnerships, and, accordingly, the Purchaser may possess or have access to non-public information concerning the Shelter Partnerships and their respective properties and operations. Seller has taken the foregoing into account in making its decision to sell the Shelter Units to Purchaser and in determining the Purchase Price therefor. In addition, Seller has been given the opportunity to ask questions of each Purchaser and the Shelter Partnerships and the general 2 partners thereof, and of their respective managements, in connection with the sale of the Shelter Units, and has received satisfactory answers to all such questions. (e) Brokers' and Finders' Fees. Neither Seller nor any agent or representative of Seller has employed any broker or finder or incurred any liability for any brokerage fees or commission in connection with the transactions contemplated by this Agreement. 5. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that each of the following statements is true and correct as of the date hereof and will be true and correct as of the Closing Date as if made on and as of such date: (a) Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. (b) Authority. The execution and delivery by Purchaser of this Agreement, and the performance by Purchaser of its obligations hereunder, have been duly and validly authorized by requisite corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (c) Brokers' and Finders' Fees. Neither Purchaser nor any agent or representative of Purchaser has employed any broker or finder or incurred any liability for any brokerage fees or commission in connection with the transactions contemplated by this Agreement. 6. Closing Conditions. (a) Conditions to Obligations of Purchaser. The obligations of Purchaser hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion): (i) Representations and Warranties. Each of the representations and warranties made by Seller in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date. (ii) Performance. Seller shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Seller at or before the Closing. (b) Conditions to Obligations of Seller. The obligations of Seller hereunder 3 are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion): (i) Representations and Warranties. Each of the representations and warranties made by Purchaser in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representation or warranty was made on and as of the Closing Date. (ii) Performance. Purchaser shall have performed and complied with, in all material respects, each agreement, covenant and obligation required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. 7. Settlement Agreements. Notwithstanding the sale of the Shelter Units pursuant to this Agreement, the parties agree, and Seller expressly confirms and acknowledges, that the provisions of Articles III and IV of each of the Settlement Agreements shall continue to apply to the Icahn Entities and their Affiliates (each as defined in the Settlement Agreements) in full force and effect for the respective terms thereof, unaffected by the sale of the Shelter Units pursuant hereto, but the restrictions contained in such Articles shall no longer apply to the Insignia Entities and their Affiliates (each as defined in the Settlement Agreements); provided, however, that if and to the extent that any of the terms and conditions of the sale of the Shelter Units pursuant to this Agreement, or the mechanics of such sale, are inconsistent with the provisions of Article IV of the Settlement Agreements, such inconsistent provisions are hereby waived by Purchaser. 8. Indemnification. (a) Survival of Representations, Warranties, Covenants and Agreements. All representations, warranties, covenants and agreements contained or made in this Agreement shall survive for a period of three years from the date hereof, notwithstanding any investigation conducted with respect thereto or any knowledge acquired as to the accuracy or inaccuracy of any such representation or warranty or any breach or non-performance of any such covenant or agreement. (b) Losses. For purposes of this Section 8, the terms Losses shall mean any and all losses, damages, liabilities (including punitive or exemplary damages and fines or penalties and any interest thereon), costs, and expenses, claims liens or other obligations of any nature whatsoever, including without limitation the costs of investigation and defense and reasonable attorneys' and other professional fees and expenses. (c) Indemnification by Seller. Seller shall indemnify, defend and hold harmless Purchaser from, against and in respect of any and all Losses asserted against, or paid, suffered or incurred by, Purchaser which, directly or indirectly, arise out of, result from, are based upon or relate to (i) the inaccuracy, untruth, or incompleteness, as of the date made (or deemed made), 4 of any representation or warranty of Seller contained herein or (ii) any breach by Seller of any covenant or agreement of Seller contained herein. (d) Indemnification by Purchaser. Purchaser shall indemnify, defend and hold harmless Seller from, against and in respect of any and all Losses asserted against, or paid, suffered or incurred by, Seller which, directly or indirectly, arise out of, result from, are based upon or relate to (i) the inaccuracy, untruth, or incompleteness, as of the date made (or deemed made), of any representation or warranty of Purchaser contained herein or (ii) any breach by Purchaser of any covenant or agreement of Purchaser contained herein. 9. Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission, or sent next-day delivery via Federal Express or a similar overnight courier, as follows: (a) If to Seller: High River Limited Partnership 767 Fifth Avenue 47th Floor New York, New York 10153 Attention: Edward Mattner Telephone: Facsimile: (b) If to Purchaser: Insignia Financial Group, Inc. 375 Park Avenue Suite 3401 New York, New York 10152 Attention: Jeffrey P. Cohen Telephone: (212) 888-4753 Facsimile: (212) 980-8544 with a copy to: Insignia Financial Group, Inc. One Insignia Financial Plaza Greenville, South Carolina 29602 Attention: General Counsel Telephone: (864) 239-1000 Facsimile: (864) 239-1069 5 A notice shall be deemed given for purposes of this Agreement (i) on the date of delivery, if delivered personally or sent by facsimile transmission, and (ii) on the first business day following the date of dispatch if sent next-day delivery via Federal Express or similar a overnight courier. Any party may change the address to which notices are to be sent by giving written notice of such change of address to the other parties in the manner above provided for giving notice. 10. Miscellaneous Provisions. (a) Fees and Expenses. Except as otherwise specifically provided in this Agreement, each of the parties hereto shall pay its own expenses (including, without limitation, attorneys' fees and out-of-pocket expenses) incident to this Agreement and the transactions contemplated hereby. (b) Amendment. This Agreement may not be amended, modified, superseded, canceled, renewed or extended except by a written instrument signed by each of the parties hereto. (c) Waiver; Effect of Waiver. No provision of this Agreement may be waived except by a written instrument signed by the party waiving compliance. No waiver by any party hereto of any of the requirements hereof or of any of such party's rights hereunder shall release the other parties from full performance of their remaining obligations stated herein. No failure to exercise or delay in exercising on the part of any party hereto any right, power or privilege of such party shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by such party. (d) Assignment. This Agreement and the rights and obligations hereunder shall not be assigned or transferred by any party without the prior written consent of the other party hereto. Any purported assignment or transfer made in violation of the provisions of this Agreement shall be void and of no effect. (e) Entire Agreement. Except as provided in Section 7, this Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement among the parties with respect to the transactions described herein, and supersedes all prior and purportedly contemporaneous agreements, understandings, representations and warranties, written and oral, among the parties with respect to the subject matter hereof. (f) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. (g) No Third-Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights 6 upon any other person. (h) Time of Essence. Time is of the essence in this Agreement. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflicts of law. (j) Interpretation. Each of the parties hereto acknowledges that this Agreement has been reviewed by such party and its counsel prior to its execution and that changes were made to this Agreement based upon the comments of such party and its counsel. If any dispute arises with respect to the interpretation of any provision of this Agreement, such provision shall be deemed to have been drafted by all of the parties hereto and shall not be construed against any party on the basis that such party was responsible for drafting such provision. (k) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 7 IN WITNESS WHEREOF, each of the parties hereto, intending to be legally bound, has executed this Purchase and Sale Agreement as of the date first above written. HIGH RIVER LIMITED PARTNERSHIP By: Riverdale, L.L.C., its General Partner By: /s/ Edward Mattner ------------------------------------ Edward Mattner Manager INSIGNIA FINANCIAL GROUP, INC. By: /s/ Jeffrey P. Cohen ------------------------------------ Jeffrey P. Cohen Senior Vice President 8 EX-7.7 3 AGREEMENT OF JOINT FILING EXHIBIT 7.7 AGREEMENT OF JOINT FILING ------------------------- SP IV Acquisition, L.L.C., Market Ventures L.L.C., Liquidity Assistance L.L.C., Insignia Financial Group, Inc. and Andrew L. Farkas agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit, and all future amendments to this Statement, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: June 23, 1997 SP IV ACQUISITION, L.L.C. MARKET VENTURES L.L.C. By: /s/ Jeffrey L. Goldberg By: /s/ John K. Lines ------------------------------- -------------------------------- Jeffrey L. Goldberg John K. Lines President Vice President LIQUIDITY ASSISTANCE L.L.C. INSIGNIA FINANCIAL GROUP, INC. By: /s/ J. Scott Kester By: /s/ Jeffrey P. Cohen ------------------------------- -------------------------------- J. Scott Kester Jeffrey P. Cohen President Senior Vice President /s/ Andrew L. Farkas - --------------------------------- Andrew L. Farkas -----END PRIVACY-ENHANCED MESSAGE-----