-----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, LM6WD1s+TpOuQSQLme57Dgbi703NACIRuLkVmYO9FZf0NyCFMXqxbU96cSB9mtBt gxOuV7VqGN7vg9luDhsIpg== 0000950134-99-011247.txt : 19991220 0000950134-99-011247.hdr.sgml : 19991220 ACCESSION NUMBER: 0000950134-99-011247 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991217 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 14D9 SEC ACT: SEC FILE NUMBER: 005-51693 FILM NUMBER: 99777067 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: 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 14D9 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 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 DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. (Name of Subject Company) DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. (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 COLORADO CENTER, TOWER TWO 2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000 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 DAVIDSON DIVERSIFIED REAL ESTATE II, L.P., a Delaware limited partnership (the "Partnership"), with its business address located at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. ITEM 2. TENDER OFFER OF THE BIDDER This Statement relates to a tender offer for units of the Partnership by ERP Operating Limited Partnership, an Illinois limited partnership with its business address located at Two North Riverside Plaza, Chicago, Illinois 60606. 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 Davidson Diversified Properties, Inc.'s December 16, 1999 letter (the "Letter") and in the Litigation Settlement Offer (the "Offer"), dated November 15, 1999, concerning the position of the General Partner of the Partnership and the Partnership regarding the offer by ERP Operating Limited Partnership and by AIMCO Properties, L.P., is incorporated herein by reference. The Offer is included as Exhibit (a)(1) and the Letter is included as Exhibit (a)(2) herein. ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Not applicable. 2 3 ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) The information set forth in the Offer under "The Offer - Section 9. Background and Reasons for the Offer - Comparison of Considerations to Alternative Consideration - Prior Tender Offers" and "The Offer - Section 13. Certain Information Concerning Your Partnership - Beneficial Ownership of Interests in Your Partnership" is incorporated herein by reference. (b) Units held by AIMCO Properties, L.P. or its affiliates will not be tendered. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. (a) - (b) Not applicable. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Offer and the Supplement are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Litigation Settlement Offer, dated November 15, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 15, 1999, is incorporated herein by reference). (a)(2) Letter dated December 16, 1999 of Davidson Diversified Properties, Inc. (a)(3) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated December 16, 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: December 16, 1999 DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. a Delaware limited partnership By: DAVIDSON DIVERSIFIED PROPERTIES, INC. --------------------------------- its General Partner By: /s/ Patrick J. Foye --------------------------------- Patrick J. Foye Executive Vice President 4 5 EXHIBIT LIST
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(1) Litigation Settlement Offer, dated November 15, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 15, 1999, is incorporated herein by reference). (a)(2) Letter dated December 16, 1999 of Davidson Diversified Properties, Inc. (a)(3) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated December 16, 1999, is incorporated herein by reference). (b) Not Applicable. (c) Not Applicable.
EX-99.(A)(2) 2 LETTER DATED DECEMBER 16,1999 1 DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. C/O RIVER OAKS PARTNERSHIP SERVICES P.O. BOX 2065 SOUTH HACKENSACK, NEW JERSEY 07606-2065 (888) 349-2005 OR (201) 896-1900 December 16, 1999 Dear Limited Partner: ERP Operating Limited Partnership is offering to purchase units in your partnership, Davidson Diversified Real Estate II, L.P., for $5,700 per unit. AIMCO Properties, L.P. is offering to purchase your units for a price of 6,043.06 per unit. As general partner of your partnership we believe that the offer of AIMCO Properties, L.P. is fair. However, we also believe that you must make your own decision whether or not to participate in any offer, based upon a number of factors, including several factors that may be personal to you, such as your financial position, your need or desire for liquidity, your preferences regarding the timing of when you might wish to sell your units, other financial opportunities available to you, and your tax position and the tax consequences to you of selling your units. We note that the offer of AIMCO Properties, L.P. is currently at the highest price of the two offers and if you wish to sell your units for cash, you should do so at the highest price. Therefore, we recommend against tendering in the ERP Operating Limited Partnership's offer. We are an affiliate AIMCO Properties, L.P. LIMITED PARTNERS ARE URGED TO READ ANY AND ALL TENDER OFFER MATERIAL IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS. Very truly yours, Davidson Diversified Properties, Inc. General Partner -----END PRIVACY-ENHANCED MESSAGE-----