-----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, CxyIuCoo5h4VcJSVEmy8GQzI+WUj07dDkOPXycNpKz1parzj5Kr0EO/G8KcOS7wD /q0/dKMRkMtTzNBD7UGSmw== 0000950134-99-009168.txt : 19991027 0000950134-99-009168.hdr.sgml : 19991027 ACCESSION NUMBER: 0000950134-99-009168 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991026 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTOWN CONSOLIDATED INCOME PARTNERS CENTRAL INDEX KEY: 0000787621 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943004963 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-44545 FILM NUMBER: 99733628 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: CONSOLIDATED CAPITAL INCOME GROWTH PARTNERS DATE OF NAME CHANGE: 19860401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTOWN CONSOLIDATED INCOME PARTNERS CENTRAL INDEX KEY: 0000787621 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943004963 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 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: CONSOLIDATED CAPITAL INCOME GROWTH PARTNERS DATE OF NAME CHANGE: 19860401 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 JOHNSTOWN/CONSOLIDATED INCOME PARTNERS (Name of Subject Company) JOHNSTOWN/CONSOLIDATED INCOME PARTNERS (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 Johnstown/Consolidated Income Partners, 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 AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO OP"), with its business address located at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222. 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) The tender offer is being made pursuant to an Offer to Purchase, dated October 25, 1999 (the "Offer to Purchase"), a copy of which is included as Exhibit (a)(2) hereto. The information set forth in the Offer to Purchase under "The Offer -- Section 9. Background and Reasons for the Offer" and "The Offer -- Section 11. Conflicts of Interest and Transactions with Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a), (b) The information set forth in the Offer to Purchase 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. 2 3 ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) The information set forth in the Offer to Purchase under "The Offer --Section 9. Background and Reasons for the Offer -- Comparison of Consideration to Alternative Consideration -- Our Prior Tender Offer" and "The Offer -- Section 13. Certain Information Concerning Your Partnership -- Beneficial Ownership of Interests in Your Partnership" is incorporated herein by reference. (b) Not applicable. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. (a) - (b) Not applicable. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Offer to Purchase is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Letter to Limited Partners, dated October 25, 1999. (a)(2) Offer to Purchase, dated October 25, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated October 25, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated October 25, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated October 25, 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: October 25, 1999 JOHNSTOWN/CONSOLIDATED INCOME PARTNERS a California limited partnership By: CONCAP EQUITIES, INC. its General Partner By: /s/ Patrick J. Foye ------------------------------- Patrick J. Foye Executive Vice President 4 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Letter to Limited Partners, dated October 25, 1999. (a)(2) Offer to Purchase, dated October 25, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated October 25, 1999, is incorporated herein by reference). (a)(3) Letter of Transmittal, dated October 25, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated October 25, 1999, is incorporated herein by reference). (b) Not Applicable. (c) Not Applicable. 5 EX-99.(A)(1) 2 LETTER TO LIMITED PARTNERS DATED OCTOBER 25, 1999 1 EXHIBIT (a)(1) JOHNSTOWN/CONSOLIDATED INCOME PARTNERS 1873 South Bellaire Street, 17th Floor Denver, Colorado 80222 October 25, 1999 Dear Limited Partner: We understand that you will receive from AIMCO Properties, L.P. an offer to purchase any and all partnership units at $86 per unit of Johnstown/Consolidated Income Partners (the "Partnership"). Further, we understand that you are to receive from Madison Liquidity Investors 104, L.L.C. an offer to purchase up to 4.9% of the limited partnership units at $50 per unit. The Partnership, through its general partner, Fox Partners (the "General Partner"), is required by the rules of the Securities and Exchange Commission to make a recommendation as to whether you should accept or reject such offers, or whether the Partnership is remaining neutral with respect to such offers. THE PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDATION WITH RESPECT TO ANY OFFER for the reason set forth under "the Offer - Section 10. Position of Your General Partner of with Respect to the Offer" in the Offer to Purchase, dated October 25, 1999, of AIMCO Properties, L.P., which is being sent to you. However, it should be noted that the offer of AIMCO Properties, L.P. is at the highest price of the two offers. If you wish to sell your units for cash, you should do so at the highest price. Limited Partners should carefully read the enclosed Schedule 14D-9, the Offer to Purchase of AIMCO Properties, L.P., dated October 25, 1999 relating to the offer to acquire units of the Partnership (the "Offer to Purchase"), and the related Letter of Transmittal and Instructions. Certain information in the Schedule 14D-9 is incorporated by reference to the Offer to Purchase of AIMCO Properties, L.P. Please note that the General Partner is an affiliate of AIMCO. CONCAP EQUITIES, INC. General Partner By: /s/ Patrick J. Foye ----------------------------- Patrick J. Foye Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----