SC 14D9 1 d99288esc14d9.txt SCHEDULE 14D-9 Securities and Exchange Commission Washington, D.C. 20547 ---------- SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __ ) U.S. REALTY PARTNERS LIMITED PARTNERSHIP -------------------------------------------------------------------------------- (Name of Subject Company) U.S. REALTY PARTNERS LIMITED PARTNERSHIP -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) Depositary Unit Certificates -------------------------------------------------------------------------------- (Title of Class of Securities) None -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Patrick J. Foye Executive Vice President 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 Notices and Communications on Behalf of the Person(s) Filing Statement) Copies to: Gregory M. Chait Robert Barker Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E. Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. SCHEDULE 14D-9 This Schedule 14D-9 relates to a tender offer by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), to purchase depositary unit certificates (the "Units") of U.S. Realty Partners Limited Partnership, a Delaware limited partnership (the "Partnership"), at a price of $0.65 per Unit in cash. The offer to purchase Units in the Partnership is being made pursuant to an Offer to Purchase of AIMCO Properties, dated as of August 20, 2002 (the "Offer to Purchase"), and a related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) hereto, respectively. ITEM 1. SUBJECT COMPANY INFORMATION. (a) and (b) The information set forth under "THE OFFER--Section 13. Certain Information Concerning Your Partnership" in the Offer to Purchase is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON. (a) This Schedule 14D-9 is being filed by the Partnership whose general partners are U.S. Realty I Corporation, a South Carolina corporation, and AIMCO Properties. The Partnership's business address is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000. (d) The information set forth under "THE OFFER--Section 8. Information Concerning Us and Certain of Our Affiliates," "SUMMARY TERM SHEET" and "THE OFFER" in the Offer to Purchase is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (d) The information set forth under "SUMMARY TERM SHEET--Conflicts of Interest," and "THE OFFER--Conflicts of Interest and Transactions with Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 4. SOLICITATION OR RECOMMENDATION. (a) and (b) The information set forth under "SUMMARY TERM SHEET--No General Partner Recommendation" and "THE OFFER--Section 10. Position of the General Partner of Your Partnership with Respect to the Offer" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth under "THE OFFER--Section 8. Information Concerning Us and Certain of Our Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. (a) Not applicable. -2- ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (b) The information set forth under "THE OFFER - Section 9. Background and Reasons for the Offer" in the Offer to Purchase is incorporated herein by reference. ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (d) Not applicable. ITEM 8. ADDITIONAL INFORMATION. (b) The information set forth in the Offer to Purchase is incorporated herein by reference. ITEM 9. EXHIBITS. (a)(1) Offer to Purchase Units of the Partnership (Exhibit (a)(1) to Schedule TO of AIMCO Properties, dated August 20, 2002, is incorporated herein by reference). (a)(2) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Schedule TO of AIMCO Properties, dated August 20, 2002, is incorporated herein by reference). (a)(3) Letter to Limited Partners of the Partnership, dated August 20, 2002 (Exhibit (a)(4) to Schedule TO of AIMCO Properties, dated August 20, 2002, is incorporated herein by reference). (e) Not applicable. (g) None. -3- 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: August 20, 2002 U.S. REALTY PARTNERS LIMITED PARTNERSHIP By: U.S. REALTY I CORPORATION (General Partner) By: /s/ Patrick J. Foye -------------------------------- Executive Vice President -4-