-----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, KdUI+EG0yBqEcDfgpgE1BqEHe8fAfg28P9G+6xJd66UQOBUxX9jXDpNtgB3Fxkjg NWJn2F00iBI84QJ73QBniw== 0000950134-98-009734.txt : 19981217 0000950134-98-009734.hdr.sgml : 19981217 ACCESSION NUMBER: 0000950134-98-009734 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981216 GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO GROUP MEMBERS: COOPER RIVER PROPERTIES LLC GROUP MEMBERS: INSIGNIA PROPERTIES LP GROUP MEMBERS: INSIGNIA PROPERTIES TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON DIVERSIFIED REAL ESTATE II LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000750258 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 621207077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-51693 FILM NUMBER: 98770351 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FORMER COMPANY: FORMER CONFORMED NAME: FREEMAN DIVERSIFIED REAL ESTATE II LP DATE OF NAME CHANGE: 19910501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPER RIVER PROPERTIES LLC CENTRAL INDEX KEY: 0001066016 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE INSIGNIA PLAZA STREET 2: P O BOX 19059 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 2128788022 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P O BOX 19059 CITY: GREENVILLE STATE: SC ZIP: 29602 SC 14D1/A 1 AMENDMENT NO. 5 TO SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) ----------------------------- DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. (Name of Subject Company) COOPER RIVER PROPERTIES, L.L.C. INSIGNIA PROPERTIES, L.P. INSIGNIA PROPERTIES TRUST APARTMENT INVESTMENT AND MANAGEMENT COMPANY (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (Cusip Number of Class of Securities) ----------------------------- PATRICK J. FOYE EXECUTIVE VICE PRESIDENT 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 Notices and Communications on Behalf of Bidders) Copy to: JOHN A. HEALY, ESQ. ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 ----------------------------- 2 AMENDMENT NO. 5 TO SCHEDULE 14D-1 This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on August 27, 1998, as amended by Amendment No. 1 filed with the Commission on September 28, 1998, Amendment No. 2 filed with the Commission on October 5, 1998, Amendment No. 3 filed with the Commission on October 19, 1998 and Amendment No. 4 filed with the Commission on November 17, 1998 (the "Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Apartment Investment and Management Company ("AIMCO") relating to the tender offer of the Purchaser for up to 400 of the outstanding units of limited partnership interest (the "Units") of Davidson Diversified Real Estate II, L.P. (the "Partnership"), at a purchase price of $6,000 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 27, 1998 (the "Offer to Purchase") and the related Assignment of Partnership Interest (which, together with any supplements or amendments, collectively constitute the "Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase and the original Statement. ITEM 1. SECURITY AND SUBJECT COMPANY. (b) Cooper River Properties, L.L.C., a Delaware limited liability company (the "Purchaser"), has reduced its purchase price and now is offering to purchase up to 400 of the outstanding units of limited partnership interest ("Units") of the Partnership at a purchase price of $3,067 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 27, 1998 (the "Offer to Purchase"), the First Supplement to the Offer to Purchase, dated December 15, 1998 (the "Supplement"), and the related Assignment of Partnership Interest (which, together with any further supplements or amendments, collectively constitute the "Offer"). Copies of the Offer to Purchase, Assignment of Partnership Interest and the Supplement are filed as Exhibits (a)(1), (a)(2) and (a)(9), respectively. The information set forth in the Offer to Purchase under "Introduction" and the information set forth in the Supplement is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) As a result of the decrease in the Purchase Price, the total amount of funds necessary to purchase the maximum number of Units sought in the Offer and to pay related fees and expenses will be approximately $2,000,000. The information set forth in the Offer to Purchase in Section 10 ("Conflicts of Interest and Transactions with Affiliates"), in Section 12 ("Source of Funds") and in the Supplement is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. (f) The information set forth in the Offer to Purchase, the Assignment of Partnership Interest and the Supplement, copies of which are filed as Exhibits (a)(1), (a)(2) and (a)(9), respectively, is incorporated herein by reference in its entirety. The Offer has been extended to 5:00 p.m., New York time, on Thursday, December 31, 1998. On December 15, 1998, the Purchaser issued a press release announcing such extension and reporting that approximately 201.5 Units had been tendered pursuant to the Offer to date. A copy of the press release has been filed as Exhibit (a)(11) to this Amendment No. 5 and is incorporated herein by reference in its entirety. 2 3 ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(9) Supplement, dated December 15, 1998. (a)(10) Cover Letter, dated December 15, 1998, to Limited Partners of the Partnership. (a)(11) Text of press release issued by the Purchaser on December 15, 1998. 3 4 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: December 15, 1998 COOPER RIVER PROPERTIES, L.L.C. By: Insignia Properties, L.P., its managing member By: Insignia Properties Trust, its general partner By: /s/ PATRICK J. FOYE ------------------------------------ Patrick J. Foye Executive Vice President INSIGNIA PROPERTIES, L.P. By: Insignia Properties Trust, its general partner By: /s/ PATRICK J. FOYE ----------------------------------- Patrick J. Foye Executive Vice President INSIGNIA PROPERTIES TRUST By: /s/ PATRICK J. FOYE ----------------------------------- Patrick J. Foye Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PATRICK J. FOYE ------------------------------------ Patrick J. Foye Executive Vice President 4 5 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ---------- ----------- (a)(9) Supplement, dated December 15, 1998. (a)(10) Cover Letter, dated December 15, 1998, to Limited Partners of the Partnership. (a)(11) Text of press release issued by the Purchaser on December 15, 1998. 5 EX-99.(A)(9) 2 SUPPLEMENT DATED DECEMBER 15, 1998 1 Exhibit (a)(9) First Supplement to the Offer to Purchase dated August 27, 1998 COOPER RIVER PROPERTIES, L.L.C. Has Amended its Offer and is Now Offering to Purchase Up to 400 Units of Limited Partnership Interest of DAVIDSON DIVERSIFIED REAL ESTATE II, L.P., a Delaware limited partnership at $3,067 NET PER UNIT ================================================================================ THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD HAVE BEEN EXTENDED AND NOW WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON THURSDAY, DECEMBER 31, 1998, UNLESS THE OFFER IS EXTENDED. ================================================================================ December 15, 1998 To: The Limited Partners of Davidson Diversified Real Estate II, L.P. This document supplements and updates the Offer to Purchase, dated August 27, 1998, previously sent to you. It contains important information that you should read carefully. Capitalized terms used but not defined in this document have the same meanings as in the Offer to Purchase. The Purchaser (which is an affiliate of the Managing General Partner) has reduced the purchase price of the Offer and is now offering to purchase up to 400 of the outstanding units of limited partnership interest ("Units") of Davidson Diversified Real Estate II, L.P., a Delaware limited partnership (the "Partnership"), at a purchase price of $3,067 per Unit (the "Purchase Price"), net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 27, 1998, this First Supplement and the related Assignment of Partnership Interest. Procedures for tendering Units are set forth in Section 3 of the Offer to Purchase. Limited Partners who previously tendered Units and who wish to receive the new, lower price of $3,067 per Unit do not need to take any further action. THE PURCHASER NO LONGER IS OFFERING TO PURCHASE UNITS FOR $6,000 PER UNIT REGARDLESS OF WHETHER UNITS HAVE BEEN PREVIOUSLY TENDERED. LIMITED PARTNERS WHO DESIRE TO WITHDRAW PREVIOUSLY TENDERED UNITS MAY DO SO IN ACCORDANCE WITH SECTION 4 OF THE OFFER TO PURCHASE. COOPER RIVER PROPERTIES, L.L.C. -------------------------------- For More Information or for Further Assistance Please Call: Beacon Hill Partners, Inc. (800) 954-9486 2 THE OFFER SECTION 13. BACKGROUND OF THE OFFER. Section 13 is hereby amended by the addition of the following information: Determination of Purchase Price. Residential
- -------------------------------------------------------------------------------------------------------------------- 1997 NOI (net of capital Property Name expenditures) Capitalization Rate Gross Property Value - -------------------------------------------------------------------------------------------------------------------- Big Walnut $803,403 10.75% $7,474,000 - -------------------------------------------------------------------------------------------------------------------- Greenspring Manor $850,121 11.24% $7,560,000 - -------------------------------------------------------------------------------------------------------------------- LaFontenay I & II $864,815 10.00% $8,648,000 - -------------------------------------------------------------------------------------------------------------------- Trails $671,423 9.20% $7,300,000 - -------------------------------------------------------------------------------------------------------------------- Total $3,189,762 $30,982,000 - --------------------------------------------------------------------------------------------------------------------
Commercial
- -------------------------------------------------------------------------------------------------------------------- 1997 NOI (net of capital Property Name expenditures) Capitalization Rate* Gross Property Value - -------------------------------------------------------------------------------------------------------------------- Shoppes at River Rock $414,026 $2,400,000 - -------------------------------------------------------------------------------------------------------------------- Total 4,414,026 $2,400,000 - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- Total Residential and Commercial $3,603,788 $33,382,000 - --------------------------------------------------------------------------------------------------------------------
- -------------------- * Commercial valuations are based on lease terms, cash flow, commissions and tenant improvements. 2 3 Gross valuation of the Partnership's properties............................................. $ 33,382,000 Plus: Cash and cash equivalents............................................................. 947,484 Plus: Other net assets...................................................................... 2,198,749 Less: Mortgage debt, including interest..................................................... (27,297,998) Less: Accounts payable and other accrued liabilities........................................ (617,215) Less: Other liabilities..................................................................... (581,710) ---------------- Partnership valuation before taxes and certain costs........................................ $ 8,031,310 Less: Disposition fees...................................................................... 0 Less: Extraordinary capital expenditures and deferred maintenance........................... (3,441,853) Less: Closing costs......................................................................... (834,550) ---------------- Net valuation of the Partnership............................................................ $ 3,754,907 Percentage of liquidation proceeds allocated to holders of Units............................ 100.00% ---------------- Estimated net valuation of Units............................................................ $ 3,754,907 Total number of Units.......................................................... 1,224.25 ---------------- Cash consideration per Unit................................................................. $ 3,067 ================
3 EX-99.(A)(10) 3 COVER LETTER TO LIMITED PARTNERS OF PARTNERSHIP 1 Exhibit (a)(10) COOPER RIVER PROPERTIES, L.L.C. 1873 South Bellaire Street, 17th Floor Denver, Colorado 80222 December 15, 1998 To: The Limited Partners of Davidson Diversified Real Estate II, L.P. Enclosed for your review and consideration are documents which supplement and update the terms of an offer by Cooper River Properties, L.L.C. ("Cooper River") to purchase your units of limited partnership interests in Davidson Diversified Real Estate II, L.P. (the "Partnership"). Cooper River has reduced the purchase price of its offer to $3,067 net to the seller in cash per Unit and has extended its offer to 5:00 p.m. on Thursday, December 31, 1998. The purchase price now being offered is still higher than any other third party tender offers that have been commenced during the time that Cooper River's offer has been open. Cooper River lowered its purchase price because it considered the properties' location, physical condition and deferred maintenance costs associated with the Partnership's properties, each of which previously was not taken into account in determining its original purchase price. Cooper River updated its analysis of the Partnership's properties and subtracted the additional liabilities, including deferred maintenance, from the gross value of the Partnership's properties. This methodology is more thoroughly explained in the First Supplement to the Offer to Purchase included with this letter. You are urged to read those materials, along with the Offer to Purchase and related materials previously sent to you, prior to deciding whether to tender your Units. LIMITED PARTNERS WHO PREVIOUSLY TENDERED UNITS AND WISH TO ACCEPT THE NEW, LOWER PRICE DO NOT NEED TO TAKE ANY FURTHER ACTION. LIMITED PARTNERS WHO DESIRE TO WITHDRAW PREVIOUSLY TENDERED UNITS MAY DO SO IN ACCORDANCE WITH SECTION 4 OF THE OFFER TO PURCHASE. If you have any questions concerning Cooper River's tender offer, or need assistance completing the forms necessary to tender your Units, or would like another copy of the Offer to Purchase, please contact our Information Agent, Beacon Hill Partners, at (800) 854-9486. Thank you. Sincerely, Cooper River Properties, L.L.C. EX-99.(A)(11) 4 TEXT OF PRESS RELEASE ISSUED BY THE PURCHASER 1 Exhibit (a)(11) COOPER RIVER PROPERTIES, L.L.C. 1873 South Bellaire Street 17th Floor Denver, Colorado 80222 CONTACT: Edward McCarthy of Beacon Hill Partners, Inc. (212) 843-8500 FOR IMMEDIATE RELEASE COOPER RIVER ANNOUNCEMENT DENVER, COLORADO, December 15, 1998 - Cooper River Properties, L.L.C. today announced that it has reduced the prices being offered in several outstanding tender offers for limited partnership interests to the following amounts: Consolidated Capital Institutional Properties/2 - $42 per Unit, Davidson Diversified Real Estate I, L.P. - $2,400 per Unit, Davidson Diversified Real Estate II, L.P. - $3,067 per Unit, Davidson Growth Plus, L.P. - $340 per Unit and Davidson Income Real Estate, L.P. - $324 per Unit. The expiration date for each tender offer has been extended to 5:00 p.m., New York time, on Thursday, December 31, 1998. The offers were previously scheduled to expire at 5:00 p.m. on Monday, December 14, 1998. Cooper River reported, based on information provided by the depositary for the offers, that as of the close of business on December 14, 1998, approximately 71,403.4 interests had been tendered pursuant to the Consolidated Capital Institutional Properties/2 offer, approximately 113.85 interests had been tendered pursuant to the Davidson Diversified Real Estate I offer, approximately 201.5 interests had been tendered pursuant to the Davidson Diversified Real Estate II offer, approximately 4,179.5 interests had been tendered pursuant to the Davidson Growth Plus offer and approximately 4,248 interests had been tendered pursuant to the Davidson Income Real Estate offer. Limited Partners who previously tendered Units will receive the new, lower price. Limited Partners who decide to withdraw from the offers may do so in accordance with the Offers to Purchase. For further information, please contact Beacon Hill Partners at (800) 854-9486, which is acting as the Information Agent for the offers. # # # # # # -----END PRIVACY-ENHANCED MESSAGE-----