-----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, SbFB7y031sLQrinONeGKDzIsSwjqGzZ0OawiE27eEDRtxA7SovyGJ8q2j+jHHrFE iEiR9oM6PuVINa+YAvoJQg== 0000950134-99-005925.txt : 19990705 0000950134-99-005925.hdr.sgml : 19990705 ACCESSION NUMBER: 0000950134-99-005925 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL PROPERTIES V CENTRAL INDEX KEY: 0000725614 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942918560 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-52103 FILM NUMBER: 99658374 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED CAPITAL PROPERTIES V CENTRAL INDEX KEY: 0000725614 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942918560 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 FL CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 SC 14D9 1 SCHEDULE 14D9 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CONSOLIDATED CAPITAL PROPERTIES V (Name of Subject Company) CONSOLIDATED CAPITAL PROPERTIES V (Name of Persons Filing Statement) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (CUSIP Number of Class of Securities) PATRICK J. FOYE APARTMENT INVESTMENT AND MANAGEMENT COMPANY 1873 SOUTH BELLAIRE STREET, 17TH FLOOR DENVER, COLORADO 80222 (303) 757-8101 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) COPY TO: Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, 34th Floor Los Angeles, California 90071 (213) 687-5000 2 ITEM 1. SECURITY AND SUBJECT COMPANY. This Statement relates to units of limited partnership interest of Consolidated Capital Properties V, a California limited partnership (the "Partnership"), with its business address located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. ITEM 2. TENDER OFFER OF THE BIDDER This Statement relates to a tender offer for units of the Partnership by Peachtree Partners, with its business address located at 3116 E. Shea Boulevard, Phoeniz, Arizona 85028. ITEM 3. IDENTITY AND BACKGROUND (a) The name and business address of the Partnership, which is the person filing this Statement, are set forth in Item 1 above. (b) Not applicable. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a), (b) The information in the "Offer to Purchase" of AIMCO Properties, L.P. (the "Offer to Purchase") and the Supplement to the Offer to Purchase, dated July 1, 1999 (the "Supplement"), copies of which are included as Exhibits (a)(2) and (a)(4) hereto, respectively, under "The Offer -- Section 10. Position of the General Partner of Your Partnership With Respect to the Offer" is incorporated herein by reference. ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Not applicable. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) The information set forth in the Offer to Purchase under "The Offer -- Section 13. Certain Information Concerning Your Partnership-- Beneficial Ownership of Interests in Your Partnership" is incorporated herein by reference. (b) AIMCO Properties, L.P., an affiliate of the Partnership, is making a tender offer for units in the Partnership. The information in the Offer to Purchase and Supplement is hereby incorporated herein by reference. 2 3 ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. (a)-(b) The information in the Supplement is hereby incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Offer to Purchase and the Supplement are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Letter to Limited Partners, dated July 1, 1999. (a)(2) Offer to Purchase, dated June 2, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 2, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated July 1, 1999 (Exhibit (a)(2) to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated July 1, 1999 is incorporated herein by reference). (a)(4) Supplement to Offer to Purchase, dated July 1, 1999 (Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated July 1, 1999 is incorporated herein by reference). (b) Not Applicable. (c) Not Applicable. 3 4 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: July 1, 1999 CONSOLIDATED CAPITAL PROPERTIES V a California limited partnership By: CONCAP EQUITIES, INC. its General Partner By: /s/ Patrick J. Foye ------------------------------ Executive Vice President 4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(1) Letter to Limited Partners, dated July 1, 1999. (a)(2) Offer to Purchase, dated June 2, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 2, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated July 1, 1999 (Exhibit (a)(2) to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated July 1, 1999 is incorporated by reference). (a)(4) Supplement to Offer to Purchase, dated July 1, 1999 (Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated July 1, 1999 is incorporated by reference). (b) Not Applicable. (c) Not Applicable.
5 EX-99.(A)(1) 2 LETTER TO LIMITED PARTNERS DATED JULY 1, 1999 1 Exhibit (a)(1) CONSOLIDATED CAPITAL PROPERTIES V 55 Beattie Place, P.O. Box 2347 Greenville, South Carolina 29602 July 1, 1999 Dear Limited Partner: We understand that you have received from Peachtree Partners an offer to purchase up to 4.9% of the outstanding limited partnership units at $28 per unit of Consolidated Capital Properties V (the "Partnership"). The Partnership, through its general partner, ConCap Equities, Inc. (the "General Partner"), is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject such offer, or whether the Partnership is remaining neutral with respect to such offer. The General Partner is not making any recommendation with respect to such offer for the reason set forth under "The Offer - Section 10. Position of Your General Partner of Your Partnership with Respect to the Offer" in the enclosed Supplement, dated July 1, 1999, to the Offer to Purchase, dated June 2, 1999, of AIMCO Properties, L.P. However, it should be noted that such offer is at a lower price and for less units than the offer being made by AIMCO Properties, L.P., which is for 55,455.45 units at $30 per unit. Please note that the General Partner is an affiliate of AIMCO Properties, L.P. If you have any questions or would like further information about other possible opportunities to sell your units, please contract River Oaks Partnership Services, Inc. at (888) 349-2005. CONCAP EQUITIES, INC. General Partner By: /s/ Patrick J. Foye --------------------------- Patrick J. Foye Executive Vice President 6 -----END PRIVACY-ENHANCED MESSAGE-----