-----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, DdKSbQ1o6Xqoc+e2QIfgyvyQs+BZ9RWuaK7eug98+slXHvoJwN54uENHMnLfzFJX PIV2CK3p6qURsJkK7B+DCQ== 0000950164-99-000039.txt : 19990512 0000950164-99-000039.hdr.sgml : 19990512 ACCESSION NUMBER: 0000950164-99-000039 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990511 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACQUES MILLER INCOME FUND II CENTRAL INDEX KEY: 0000774655 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 621244325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-56265 FILM NUMBER: 99617359 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8032391000 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC 14D9 1 SCHEDULE 14D-9 ================================================================================ 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 Jacques-Miller Income Fund L.P.-II ------------------------------------ (Name of Subject Company) Jacques-Miller Income Fund L.P.-II ------------------------------------ (Name of Person Filing Statement) Units of Limited Partnership Interest ------------------------------------- (Title of Class of Securities) None ------------------------------------- (CUSIP Number of Class of Securities) Patrick Foye Jacques-Miller, Inc. 102 Woodmont Boulevard, Suite 420 Nashville, Tennessee 37205 (864) 239-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) filing Statement) ================================================================================ 1. Security and Subject Company The name of the subject company is Jacques-Miller Income Fund L.P.-II, a Delaware limited partnership (the "Partnership"), and the address of the principal executive offices of the Partnership is 102 Woodmont Boulevard, Suite 420, Nashville, Tennessee 37205. The title of the class of equity securities to which this statement relates is limited partnership units ("Units") of the Partnership. 2. Tender Offer of the Bidder This Statement relates to the tender offer of AIMCO Properties, L.P. (the "Purchaser"), to purchase up to 3,100 Units at a purchase price of $95 per Unit, less the amount of any distributions declared or made with respect to the Units from and after April 1, 1999 until payment for such Units, pursuant to the terms and conditions of an Offer to Purchase dated April 1, 1999, as supplemented on April 21, 1999 and on May 11, 1999 and the related Letter of Transmittal (together, the "Offer"). The Offer is being made pursuant to a tender offer statement on Schedule 14D-1 dated May 11, 1999. The address of the Purchaser's executive offices is 1873 S. Bellaire Street, 17th Floor, Denver, Colorado 80222. 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) The Partnership's general partner is Jacques-Miller, Inc. (the "General Partner. The General Partner and the Purchaser are each controlled by Apartment Management and Investment Company ("AIMCO"), a Maryland real estate investment trust and a co-bidder in the Offer. Certain Relationships. The Purchaser and its affiliates do not currently own any Units. The General Partner and the Purchaser are both controlled by AIMCO. 4. The Solicitation or Recommendation Because of the conflict of interest inherent in the fact that the General Partner is, as described above, an affiliate of the Purchaser, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their Units pursuant to the Offer. The Partnership does believe, however, that Limited Partners who desire to presently liquidate their interest in the Partnership for cash should tender their Units for the greatest purchase price available. In this regard, including the Purchaser's offer, the Partnership is aware of two outstanding offers for Units: the Purchaser's offer at $95 per Unit; and an offer by Peachtree Partners (an unaffiliated third party) at $85 per Unit less a $100 transfer fee. 5. Persons Retained, Employed or to be Compensated Neither the Partnership nor any person acting on its behalf has or currently intends to employ, retain or compensate any person or class of persons to make solicitations or recommendations to limited partners on its behalf concerning the Offer. 6. Certain Negotiations and Transactions by the Subject Company (a) No acquisitions of Units were made in the past 60 days by the Purchaser or AIMCO. (b) Not applicable. 7. Certain Negotiations and Transactions with the Subject Company. (a)(1) None (a)(2) None (a)(3) The Purchaser is an affiliate of the General Partner. (a)(4) None (b) None 8. Additional Information to be Furnished None. 9. Material to be Filed as Exhibits The following Exhibits are filed herewith: Exhibit (a) - Letter to Limited Partners from the Partnership dated May 11, 1999. Exhibit (b) - None Exhibit (c) - None 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. JACQUES-MILLER INCOME FUND L.P.-II By: Jacques-Miller, Inc. General Partner By: /s/ Patrick Foye ---------------------------------- Executive Vice President Date: May 11, 1999 EX-99 2 EXHIBIT 99.9 JACQUES-MILLER INCOME FUND L.P.-II c/o Corporate Investor Communications 11 Commerce Road Carlstadt, N.J. 07072 (877) 460-2557 May 11, 1999 Dear Limited Partner: Enclosed is the Schedule 14D-9 which was filed by the Partnership with the Securities and Exchange Commission in connection with the offer by AIMCO Properties, L.P. (the "Purchaser") to purchase limited partnership interests in the Partnership (the "Unit"). The general partner of the Partnership is affiliated with the Purchaser. Accordingly, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their Units pursuant to the Purchaser's offer. The Partnership does believe, however, that Limited Partners who desire to presently liquidate their interest in the Partnership for cash should tender their Units for the greatest purchase price available. In this regard, including the Purchaser's offer, the Partnership is aware of two outstanding offers for Units: the Purchaser's offer at $95 per Unit; and an offer by Peachtree Partners (an unaffiliated third party) at $85 per Unit less a $100 transfer fee. Limited Partners are advised to carefully read the enclosed Schedule 14D-9. If you have any questions, please contact Corporate Investor Communications at (877) 460-2557. Sincerely, JACQUES-MILLER INCOME FUND L.P.-II -----END PRIVACY-ENHANCED MESSAGE-----