-----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, Be9oxrlDJzks6lzeeqKs3yyzltgXvcmoyMJzhQJg67auyePbknrA9LiR3j8JC43w 3T6fuN9biQMlgfKuaiXyNw== 0000950134-06-007379.txt : 20060417 0000950134-06-007379.hdr.sgml : 20060417 20060417144520 ACCESSION NUMBER: 0000950134-06-007379 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060417 DATE AS OF CHANGE: 20060417 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL GROWTH FUND CENTRAL INDEX KEY: 0000201529 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942382571 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-42784 FILM NUMBER: 06762047 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL GROWTH FUND CENTRAL INDEX KEY: 0000201529 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 942382571 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 SC 14D9 1 d35077sc14d9.txt SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20547 ---------- SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CONSOLIDATED CAPITAL GROWTH FUND (Name of Subject Company) CONSOLIDATED CAPITAL GROWTH FUND (Name of Person(s) Filing Statement) UNITS OF LIMITED PARTNERSHIP INTERESTS (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) Martha L. Long Senior Vice President Apartment Investment and Management Company 55 Beattie Place Greenville, South Carolina 29601 (864) 239-1000 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. SCHEDULE 14D-9 This Schedule 14D-9 relates to a tender offer by MPF-NY 2005, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC and MacKenzie Patterson Fuller, LP (collectively, the "Offerors"), to purchase up to 12,300 units of limited partnership interest ("Units") of Consolidated Capital Growth Fund, a California limited partnership, at a price of $75.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between April 7, 2006 and May 22, 2006 or such other date to which the offer may be extended. The offer to purchase Units is being made pursuant to an Offer to Purchase, dated as of April 7, 2006 (the "Offer to Purchase"), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the "SEC") on April 7, 2006. ITEM 1. SUBJECT COMPANY INFORMATION. The name of the subject company is Consolidated Capital Growth Fund, a California limited partnership (the "Partnership"). The address of the principal executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000. The title of the class of equity securities to which this Schedule 14D-9 relates is the units of limited partnership interest of the Partnership. As of December 31, 2005, 49,196 Units were outstanding. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON. This Schedule 14D-9 is being filed by the Partnership, the subject company. The Partnership's general partner is ConCap Equities, Inc., a Delaware corporation (the "General Partner"). The Partnership's business address and telephone number are set forth in Item 1 above. This Schedule 14D-9 relates to a tender offer by the Offerors to purchase Units of the Partnership in cash, at a price of $75.00 per Unit, less the amount of any distributions declared or made with respect to the Units between April 7, 2006 and May 22, 2006 or such other date to which the offer may be extended. The offer to purchase Units in the Partnership is being made pursuant to the Offer to Purchase and a related Letter of Transmittal. The tender offer is described in a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the "Schedule TO"), which was filed with the SEC on April 7, 2006. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of the Offerors is 1640 School Street, Moraga, California 94556. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. The General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. Affiliates of the General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $171,000 and $147,000 for the years ended December 31, 2005 and 2004, respectively, which is included in operating expenses. An affiliate of the General Partner charged the Partnership reimbursement of accountable administrative expenses amounting to approximately $195,000 and $153,000 for the years ended December 31, 2005 and 2004, respectively, which is included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the years ended December 31, 2005 and 2004 are fees related to construction management services provided by an affiliate of the General Partner of approximately $65,000 and $24,000, respectively. At December 31, 2005, the Partnership owed approximately $179,000 for accountable administrative expenses, which is included in due to affiliates. The Partnership Agreement provides for a fee equal to 9% of the total distributions made to the limited partners from "cash available for distribution" (as defined in the Partnership Agreement) to be paid to the General Partner for executive and administrative management services. No fees were paid for the years ended December 31, 2005 and 2004. During the year ended December 31, 2005, an affiliate of the General Partner advanced the Partnership approximately $2,720,000 to cover the closing costs and the deficiency between the prior mortgage payoff and the new mortgage on The Lakes Apartments and approximately $217,000 for property and Partnership operations and capital improvements. During the year ended December 31, 2004, an affiliate of the General Partner advanced the Partnership approximately $830,000 to assist in paying the city taxes related to the sales of two investment properties and to fund replacement reserves at The Lakes Apartments. Interest is charged at the prime rate plus 2% (9.25% at December 31, 2005) and was approximately $166,000 and $28,000 for the years ended December 31, 2005 and 2004, respectively. The Partnership repaid approximately $4,000 of advances from an affiliate of the General Partner during the year ended December 31, 2005. There were no payments during the year ended December 31, 2004. At December 31, 2005 the total balance of advances and accrued interest due to an affiliate of the General Partner was approximately $3,957,000 and is included in due to affiliates on the accompanying balance sheet. The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2005 and 2004, the Partnership was charged by AIMCO and its affiliates approximately $67,000 and $62,000, respectively, for insurance coverage and fees associated with policy claims administration. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 32,142.75 Units in the Partnership representing 65.34% of the outstanding Units at December 31, 2005. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 65.34% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder. ITEM 4. SOLICITATION OR RECOMMENDATION. The information set forth in the Letter to the Unit holders, dated as of April 17, 2006, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference. ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. Not applicable. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Not applicable. ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. Not applicable. ITEM 8. ADDITIONAL INFORMATION. The information set forth in the Letter to the Unit holders, dated as of April 17, 2006, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(2) Letter to the Unit Holders of the Partnership, dated April 17, 2006. (e) Not applicable. (g) Not applicable. 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: April 17, 2006 CONSOLIDATED CAPITAL GROWTH FUND By: ConCap Equities, Inc. ------------------------------------ (General Partner) By: /s/ Martha L. Long ------------------------------------ Senior Vice President EX-99.(A)(2) 2 d35077exv99wxayx2y.txt LETTER TO THE UNIT HOLDERS OF THE PARTNERSHIP CONSOLIDATED CAPITAL GROWTH FUND C/O CONCAP EQUITIES, INC. 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 April 17, 2006 Dear Limited Partner: As you may be aware by now, MPF-NY 2005, LLC; MPF Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MPF Blue Ridge Fund I, LLC; MPF Blue Ridge Fund II, LLC and MacKenzie Patterson Fuller, LP (collectively, the "MPF Group"), initiated an unsolicited tender offer to buy units of limited partnership interest ("Units") in Consolidated Capital Growth Fund (the "Partnership") on April 7, 2006. The Partnership, through its general partner, ConCap Equities, Inc., is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject this offer or to state that the Partnership is remaining neutral with respect to this offer. The general partner does not express any opinion, and is remaining neutral, with respect to the MPF Group's offer due to a conflict of interest. The general partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 32,142.75 Units in the Partnership representing 65.34% of the outstanding Units. Although the general partner owes fiduciary duties to the limited partners of the Partnership, the general partner also owes fiduciary duties to AIMCO as its sole stockholder. THEREFORE, THE GENERAL PARTNER IS REMAINING NEUTRAL AND DOES NOT EXPRESS ANY OPINION WITH RESPECT TO THE MPF GROUP'S OFFER. However, we call your attention to the following considerations: - The MPF Group's offer to purchase estimates the liquidation value of the Partnership to be $123.00 per Unit. However, the MPF Group is only offering $75.00 per Unit. - The $75.00 offer price will be reduced by the amount of any distributions declared or made between April 7, 2006 and May 22, 2006, which may be further extended. - The MPF Group intends to make a profit from the purchase of Units at $75.00. - The June 30, 2003 independent, court-appointed appraisal of the Partnership's property, The Lakes Apartments, a 600-unit apartment complex located in Raleigh North Carolina (the "Property"), valued the Property at $22,800,000. - In connection with refinancing of the mortgage indebtedness encumbering the Property in 2005, the lenders to the Partnership obtained an updated appraisal of the Property, a copy of which has been obtained by the Partnership. In an appraisal report dated August 12, 2005, an independent appraiser concluded that the market value of the Property was $19,375,000 as of August 1, 2005. - AIMCO made a tender offer on November 14, 2003 for the purchase of Units at a purchase price of $33.50 per Unit. The offer was held open through December 30, 2003 and 367 Units were accepted. - AIMCO has made the following direct purchases since January 2003:
PRICE PER DATE UNITS LP UNIT - ------------ ----- --------- January 2003 5 $120.00 January 2003 15 $237.00
- Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum) and The American Partnership Board, which are the only two independent, third-party sources from which we currently have information regarding secondary market sales. The gross sales prices reported by these sources do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by these sources is accurate or complete. Other sources, such as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum and The American Partnership Board. - The high and low sales prices of Units during the years ended 2003 and 2005, which includes January 2006, as reported by Direct Investments Spectrum (there were no sales reported by Direct Investments Spectrum during 2004):
HIGH LOW ------- ------- Year Ended 2003: $294.00 $225.00 Year Ended 2005 (includes January 2006): $100.12 $ 80.00
- The high and low sales prices of Units during the year ended 2005, which includes January through March 2006, as reported by the American Partnership Board (there were no sales reported by the American Partnership Board during 2003 or 2004):
HIGH LOW ------- ------ Year Ended 2005 (includes January - March 2006): $100.12 $81.00
- The MPF Group's offer is limited to 12,300 Units. If more than 12,300 Units are tendered in the MPF Group's offer, the MPF Group will accept the Units on a pro rata basis. Therefore, unless the investor selects the "All or None" option, an investor who tenders all of its Units might not fully dispose of its investment in the Partnership. - The MPF Group's offer states that you will have the right to withdraw Units tendered in the offer at any time until the offer has expired. - Any increase in the MPF Group's ownership of Units as a result of the MPF Group's offer may affect the outcome of Partnership decisions, in that the increase will concentrate ownership of Units. Affected decisions may include any decision in which limited partners unaffiliated with the general partner are given an opportunity to consent or object. In addition, the MPF Group could eventually acquire voting control of the Partnership if they acquire more Units than they are offering to purchase in the current offer. - AIMCO and its affiliates, which collectively hold approximately 65.34% of the outstanding Units, do not intend to tender any of their Units in the MPF Group's offer. - The Partnership made no distributions during the years ended December 31, 2005 and 2004. Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances, including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership's prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the limited partner may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their Units in the Partnership will have tax consequences that could be adverse. TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS, WE INFORM YOU THAT ANY U.S. FEDERAL TAX ADVICE CONTAINED IN THIS COMMUNICATION (INCLUDING ANY ATTACHMENTS) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE. THE ADVICE CONTAINED IN THIS COMMUNICATION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTION OR MATTER ADDRESSED BY THE ADVICE. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. If you need further information about your options, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at P.O. Box 2347, Greenville, SC 29602. Sincerely, ConCap Equities, Inc., General Partner -----END PRIVACY-ENHANCED MESSAGE-----