0000950134-05-006867.txt : 20120613 0000950134-05-006867.hdr.sgml : 20120613 20050405160806 ACCESSION NUMBER: 0000950134-05-006867 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050405 DATE AS OF CHANGE: 20050405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROPERTY INVESTORS 6 CENTRAL INDEX KEY: 0000708870 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133140364 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-47887 FILM NUMBER: 05734211 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PROPERTY INVESTORS 6 CENTRAL INDEX KEY: 0000708870 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133140364 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 SC 14D9 1 d24108sc14d9.txt SC 14D9 - SOLICITATION/RECOMMENDATION AGREEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20547 ------------------------------ SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) NATIONAL PROPERTY INVESTORS 6 -------------------------------------------------------------------------------- (Name of Subject Company) NATIONAL PROPERTY INVESTORS 6 -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) LIMITED PARTNERSHIP UNITS -------------------------------------------------------------------------------- (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, Steven Gold, Moraga Gold, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF Special Fund 8, LLC, MP Falcon Growth Fund 2, LLC, MP Value Fund 7, LLC, MPF Flagship 9, LLC, MPF Dewaay Premier 2, LLC, MacKenzie Patterson Fuller, Inc. and C.E. Patterson (collectively, the "Offerors"), to purchase limited partnership units ("Units") of National Property Investors 6, at a price of $55.00 per Unit in cash. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of March 23, 2005 (the "Offer to Purchase"), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the "SEC") on March 23, 2005. ITEM 1. SUBJECT COMPANY INFORMATION. The name of the subject company is National Property Investors 6, 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 limited partnership units of the Partnership. As of April 4, 2005, 109,600 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 NPI Equity Investments, Inc., a Florida corporation. 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 $55.00 per Unit. 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 March 23, 2005. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of each of the Offerors is 1640 School Street, Moraga, California 94556. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. The information set forth in the Letter to the Unit holders, dated as of April 5, 2005, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference. ITEM 4. THE SOLICITATION OR RECOMMENDATION. The information set forth in the Letter to the Unit holders, dated as of April 5, 2005, a copy of which is attached hereto as Exhibit (a)(1), 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 5, 2005, a copy of which is attached hereto as Exhibit (a)(1), is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(1) Letter to the Unit Holders of the Partnership, dated April 5, 2005. (e) Not applicable. (g) Not applicable. 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: April 5, 2005 NATIONAL PROPERTY INVESTORS 6 By: NPI Equity Investments, Inc. ---------------------------- (General Partner) By: /s/ Martha L. Long ----------------------------- Senior Vice President EX-99.(A)(I) 2 d24108exv99wxayxiy.txt LETTER TO THE UNIT HOLDERS OF THE PARTNERSHIP NATIONAL PROPERTY INVESTORS 6 C/O NPI EQUITY INVESTMENTS, INC. 55 Beattie Place, P.O. Box 1089 Greenville, South Carolina 29602 April 5, 2005 Dear Limited Partner: As you may be aware by now, MPF-NY 2005, LLC, Steven Gold, Moraga Gold, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF Special Fund 8, LLC, MP Falcon Growth Fund 2, LLC, MP Value Fund 7, LLC, MPF Flagship 9, LLC, MPF Dewaay Premier 2, LLC, and MacKenzie Patterson Fuller, Inc. (collectively, the "MacKenzie Group"), initiated an unsolicited tender offer to buy units of limited partnership interest ("Units") in National Property Investors 6 (the "Partnership") on March 23, 2005. The Partnership, through its general partner, NPI Equity Investments, 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 MacKenzie Group's offer, because the general partner does not have a reliable indicator of the fair value of the Units. The Partnership has not recently conducted an analysis of the value of its Units, but the Partnership notes that the MacKenzie Group estimates the liquidation value of the Partnership to be $104.87 per Unit. The general partner is of the opinion that secondary market sales information is not a reliable measure of value in this instance because of the limited number of reported trades. THEREFORE, THE GENERAL PARTNER IS REMAINING NEUTRAL AND DOES NOT EXPRESS ANY OPINION WITH RESPECT TO THE MACKENZIE GROUP OFFER. However, we call your attention to the following considerations: - The MacKenzie Group's offer to purchase estimates the liquidation value of the Partnership to be $104.87 per Unit. However, the MacKenzie Group is only offering $55.00 per Unit. - The Partnership has recent appraisals of two of its properties, but the Partnership does not possess a recent appraisal for the third property. In appraisal reports dated March 26, 2004, an appraiser concluded that the market value of Place du Plantier, a 268-unit apartment complex located in Baton Rouge, Louisiana, was $9,300,000 as of March 16, 2004 and that the market value of Fairway View I Apartments, a 242-unit apartment complex located in Baton Rouge, Louisiana, was $8,700,000 "as is" as of March 16, 2004 and $8,800,000 "as stabilized" as of March 16, 2005. The lenders of the Partnership obtained these appraisals in connection with their contemplated refinancings, which the Partnership is no longer pursuing. - The $55.00 per Unit offer price will be reduced by the amount of any distributions declared or made between March 23, 2005 and May 6, 2005, which may be further extended. - Any increase in the MacKenzie Group's ownership of Units as a result of the MacKenzie 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 object. - The Partnership's term expires on December 31, 2006. After the expiration of its term, the Partnership will liquidate its assets and distribute the resulting proceeds in accordance with its agreement of limited partnership. Unless the Partnership's term is extended, the first of any liquidating distributions could occur as soon as the first six months of 2007. - AIMCO Properties, L.P. ("AIMCO Properties") and its affiliates, which collectively hold approximately 68.83% of the outstanding Units, do not intend to tender any of their Units in the MacKenzie Group offer. - The MacKenzie Group's offer is limited to 30,000 Units, according to the offer to purchase. However, the newspaper advertisement announcing the tender offer, as filed with the SEC, states that the offer is limited to 2,000 Units. If more Units are tendered in their offer than they will accept under the terms of their offer, the MacKenzie Group will accept the Units on a pro rata basis. Therefore, an investor who tenders all of its Units might not fully dispose of its investment in the Partnership. - The MacKenzie Group's offer to purchase provides limited past sale price information with which to compare their offer price. The Partnership notes that The Direct Investments Spectrum reported a high and low sales price in 2003 of $121.12 per Unit and during the period from January 1, 2004 through January 31, 2005, a high sale price of $102.00 per Unit and a low sale price of $55.00 per Unit. In addition to the tender offer initiated by AIMCO Properties in November 2004 at a price per Unit of $47.27, AIMCO Properties also initiated a tender offer in November 2003 at a price per Unit of $48.52 and in May 2002 at a price per Unit of $73.00. 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. PLEASE CONSULT WITH YOUR TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION AND THE EFFECT OF ANY NEGATIVE CAPITAL ACCOUNTS. If you need further information about your options, please contact Martha Long at AIMCO Properties at (864) 239-1000. You can also contact The Altman Group, Inc., 1275 Valley Brook Avenue, Lyndhurst, New Jersey 07071, and its toll free telephone number is (800) 217-9608. The facsimile number of The Altman Group, Inc. is (201) 460-0050. Sincerely, NPI Equity Investments, Inc. General Partner