Attached files
file | filename |
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EX-3.1 - EX-3.1 - SHELTER PROPERTIES IV LIMITED PARTNERSHIP | d79597exv3w1.htm |
EX-10.1 - EX-10.1 - SHELTER PROPERTIES IV LIMITED PARTNERSHIP | d79597exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 11, 2011
SHELTER PROPERTIES IV LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware | 0-10884 | 57-0721760 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
55 BEATTIE PLACE POST OFFICE BOX 1089 GREENVILLE, SOUTH CAROLINA |
29602 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (864) 239-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Amendment to Certificate and Agreement of Limited Partnership
On October 8, 2010, Shelter Realty IV Realty Corporation, a South Carolina corporation and the
corporate general partner (the Corporate General Partner) of Shelter Properties IV Limited
Partnership, a South Carolina limited partnership (the Partnership), approved an amendment (the
Sixth Amendment) to the amended 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.
The foregoing summary of the Sixth Amendment is qualified by reference to the Sixth Amendment,
a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
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, L.P.,
a Delaware limited partnership and attorney in fact for the individual general partner of the
Partnership (Aimco OP and, together with the Corporate General Partner, the General Partners),
and AIMCO Shelter Merger Sub LLC, a Delaware limited liability company of which Aimco OP 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 OP 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 OP.
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 OPs interest in the Merger Subsidiary was converted into 1,000 Limited
Partnership Units, and Aimco OP became the sole limited partner of the Partnership. The General
Partners continue to be the general partners of the Partnership, and the Partnerships agreement of
limited partnership in effect immediately prior to the Merger remains unchanged after the Merger.
The foregoing summary of the Merger Agreement is qualified by reference to the Merger
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
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The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are filed with this report
Exhibit | ||||
Number | Description | |||
3.1 | Sixth Amendment to the Amended and Restated Certificate and
Agreement of Limited Partnership of Shelter Properties IV
Limited Partnership, dated as of February 11, 2011. |
|||
10.1 | Agreement and Plan of Merger, dated as of February 11,
2011, by and among Shelter Properties IV Limited
Partnership, AIMCO Shelter Merger Sub LLC and AIMCO
Properties, L.P. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
SHELTER PROPERTIES IV LIMITED PARTNERSHIP |
||||
Date: February 11, 2011 | By: | Shelter Realty IV Corporation, its Corporate General Partner |
||
By: | /s/ Stephen B. Waters | |||
Stephen B. Waters | ||||
Senior Director of Partnership Accounting | ||||
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