UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
SHELTER PROPERTIES I LIMITED PARTNERSHIP
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(Name of Registrant as Specified in Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
Limited Partnership Units
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(2) Aggregate number of securities to which transaction applies:
15,000
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
$14,390,000 is the purchase price for the property to be sold
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(4) Proposed maximum aggregate value of transaction:
$14,390,000
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(5) Total fee paid:
$2,878
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[X] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SHELTER PROPERTIES I LIMITED PARTNERSHIP
c/o The Altman Group, Inc.
1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071
(800) 217-9608
February 13, 2006
Dear Limited Partner:
On January 23, 2006 we mailed you a Consent Solicitation Statement
(the "Solicitation Statement") and a form of Consent of Limited Partner (the
"Consent Form") relating to proposed amendments (the "Amendments") to the
Amended and Restated Certificate and Agreement of Limited Partnership of Shelter
Properties I Limited Partnership, a South Carolina limited partnership, and the
Agreement of Limited Partnership of Windsor Hills I, L.P., a Delaware limited
partnership, to permit the sale of Windsor Hills to SH Partners, L.P., an entity
in which an affiliate of ours owns a 33.33% interest and acts as general partner
(the "Sale").
Because an affiliate of ours owns an interest in SH Partners, we are
seeking consents from limited partners who hold a majority of the outstanding
limited partnership units held by limited partners other than us and our
affiliates ("Unaffiliated Units"). To do this, we need consents from holders of
at least 1488.55 Unaffiliated Units. As of February 10, 2006, holders of 629
Unaffiliated Units have consented, holders of 67 Unaffiliated Units have
withheld consent, and holders of 32 Unaffiliated Units have abstained. In order
to approve the Amendments, we need consents from holders of an additional 859.55
Unaffiliated Units.
IN ORDER TO GIVE LIMITED PARTNERS MORE TIME TO RESPOND, WE HAVE
EXTENDED THE EXPIRATION DATE FOR THE CONSENT SOLICITATION FROM FEBRUARY 13, 2006
TO FEBRUARY 27, 2006.
Your participation is very important. Please review the Solicitation
Statement and complete, sign and return the enclosed Consent Form in accordance
with the instructions in the Solicitation Statement by 5:00 p.m., New York City
time, on February 27, 2006. If you have already returned your Consent Form, you
need not do anything at this time.
If you have any questions or require any assistance in completing and
returning the Consent Form, please contact our Solicitation Agent. The Altman
Group, Inc., by mail at 1200 Wall Street, 3rd Floor, Lyndhurst, New Jersey
07071; by overnight courier service at 1200 Wall Street, 3rd Floor, Lyndhurst,
New Jersey 07071; by fax at (201) 460-0050; or by telephone at (800) 217-9608.
Sincerely,
Shelter Realty Corporation,
Corporate General Partner
SHELTER PROPERTIES I LIMITED PARTNERSHIP
CONSENT OF LIMITED PARTNER
This consent is solicited by Shelter Realty Corporation, a South Carolina
corporation and the corporate general partner (the "Corporate General Partner")
of Shelter Properties I Limited Partnership, a South Carolina limited
partnership (the "Partnership")). AS A RESULT OF ITS AFFILIATION WITH SH
PARTNERS, L.P., THE CORPORATE GENERAL PARTNER MAKES NO RECOMMENDATION WITH
RESPECT TO THE PROPOSAL. IF NO ELECTION IS SPECIFIED WITH RESPECT TO PROPOSAL,
ANY OTHERWISE PROPERLY COMPLETED AND SIGNED CONSENT FORM WILL BE DEEMED TO BE A
CONSENT TO THE PROPOSAL.
The undersigned limited partner of the Partnership, acting with respect to
all limited partnership units held of record by the undersigned on January 19,
2006, hereby consents, withholds consent or abstains, with respect to the
proposal specified below and more fully described in the Consent Solicitation
Statement dated January 23, 2006 (the Solicitation Statement"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed thereto in the Solicitation Statement.
PROPOSAL: Approval of Amendments to the Partnership Agreement and the
Subsidiary Partnership Agreement to permit the Sale of Windsor
Hills Apartments to SH Partners, L.P., an entity in which an
affiliate of the General Partners owns a 33.33% interest and acts
as general partner.
[ ] Consent [ ] Withhold Consent [ ] Abstain
The undersigned hereby constitutes and appoints the Corporate General
Partner of the Partnership as his or her attorney-in-fact for the purposes of
executing any and all documents and taking any and all actions necessary to
implement the actions set forth above. The Corporate General Partner, in its
discretion, may authorize a reduction of the purchase price for the Property by
up to 10% and authorize any other amendments to the Purchase and Sale Agreement
which, in its opinion, are necessary, appropriate or desirable in connection
with the Sale, and that do not materially and adversely affect the Partnership.
Date:
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Type or Print Name of Individual or Entity
By:
Signature
Type or Print Name of Person Signing
Capacity
Tax Identification or Social Security Number
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Telephone Number
Please sign exactly as you hold your interest in the Partnership. When
signing as an attorney-in-fact, executors, administrator, trustee or guardian,
please give your full title. If an interest is jointly held, each holder should
sign. If a corporation, please sign in full corporate name by a duly authorized
officer. If a partnership, please sign in partnership name by a duly authorized
person.
A fully completed, signed and dated consent form should be sent by hand, by
mail or by overnight courier to The Altman Group, Inc., 1200 Wall Street, 3rd
Floor, Lyndhurst, New Jersey 07071 or by fax at (201) 460-0050. The consent
solicitation will expire, and all consent forms must be received by 5:00 p.m.,
New York City time, on February 27, 2006, unless extended.