0000950134-01-507387.txt : 20011026
0000950134-01-507387.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950134-01-507387
CONFORMED SUBMISSION TYPE: SC 14D9
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011018
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: VMS NATIONAL PROPERTIES JOINT VENTURE
CENTRAL INDEX KEY: 0000789089
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 363311347
STATE OF INCORPORATION: IL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 14D9
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56419
FILM NUMBER: 1761723
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: VMS NATIONAL PROPERTIES JOINT VENTURE
CENTRAL INDEX KEY: 0000789089
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 363311347
STATE OF INCORPORATION: IL
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
SC 14D9
1
d91327sc14d9.txt
SC 14D9 - SOLICITATION/RECOMMENDATION AGREEMENT
Securities and Exchange Commission
Washington, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
VMS National Properties Joint Venture
--------------------------------------------------------------------------------
(Name of Subject Company)
VMS National Properties Joint Venture
--------------------------------------------------------------------------------
(Name of Persons Filing Statement)
Limited Partnership Units
--------------------------------------------------------------------------------
(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 numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Gregory M. Chait
Katherine M. Koops
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.
1
The information in the Offer to Purchase of AIMCO Properties, L.P.
dated October 18, 2001 (the "Offer") and Letter to Limited Partners dated
October 18, 2001 is incorporated herein by reference in answer to all of the
Items of this Schedule 14D-9 except as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by VMS National Properties Joint
Venture, (the "Registrant"), an Illinois general partnership of which the sole
general partners are VMS National Residential Portfolio I ("VMS I") and VMS
National Residential Portfolio II ("VMS II"), both Illinois limited
partnerships. The Registrant's business address is Colorado Center, Tower Two,
2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, and its
telephone number is (303) 757-8101. Limited partnership units of VMS I and VMS
II are the subject of the tender offer.
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. for Units
of Limited Partnership interest of VMS National Residential
Portfolio I (Exhibit 1(a) to Schedule TO of AIMCO Properties,
L.P., dated October 18, 2001, is incorporated herein by
reference).
(b) Offer to Purchase of AIMCO Properties, L.P. for Units of
Limited Partnership interest of VMS National Residential
Portfolio II (Exhibit 1(b) to Schedule TO of AIMCO Properties,
L.P., dated October 18, 2001, is incorporated herein by
reference).
(c) Letter to Limited Partners of VMS National Residential
Portfolio I dated October 18, 2001 (Exhibit 4(a) to Schedule TO
of AIMCO Properties, L.P., dated October 18, 2001, is
incorporated herein by reference).
(d) Letter to Limited Partners of VMS National Residential
Portfolio II dated October 18, 2001 (Exhibit 4(b) to Schedule
TO of AIMCO Properties, L.P., dated October 18, 2001, is
incorporated herein by reference).
2
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 18, 2001
VMS NATIONAL PROPERTIES JOINT
VENTURE, an Illinois general partnership
By: VMS NATIONAL RESIDENTIAL
PORTFOLIO I
By: MAERIL, INC.
Managing General Partner
By: /s/ Patrick J. Foye
----------------------------------
Executive Vice President
By: VMS NATIONAL RESIDENTIAL
PORTFOLIO II
By: MAERIL, INC.
Managing General Partner
By: /s/ Patrick J. Foye
----------------------------------
Executive Vice President
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a) Offer to Purchase of AIMCO Properties, L.P. for Units of
Limited Partnership interest of VMS National Residential
Portfolio I (Exhibit 1(a) to Schedule TO of AIMCO Properties,
L.P., dated October 18, 2001, is incorporated herein by
reference).
(b) Offer to Purchase of AIMCO Properties, L.P. for Units of
Limited Partnership interest of VMS National Residential
Portfolio II (Exhibit 1(b) to Schedule TO of AIMCO Properties,
L.P., dated October 18, 2001, is incorporated herein by
reference).
(c) Letter to Limited Partners of VMS National Residential Portfolio
I dated October 18, 2001 (Exhibit 4(a) to Schedule TO of AIMCO
Properties, L.P., dated October 18, 2001, is incorporated herein
by reference).
(d) Letter to Limited Partners of VMS National Residential Portfolio
II dated October 18, 2001 (Exhibit 4(b) to Schedule TO of AIMCO
Properties, L.P., dated October 18, 2001, is incorporated herein by
reference).
4