-----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, NFmsnG7BkpHzfID5GWz2tYpAQMD33dpDDTtsU8G/TFWGfdIGN2t6VLezbo4+/PoP Vy2bssnV6xbEZy/K2GHv9w== 0000950134-99-005533.txt : 19990617 0000950134-99-005533.hdr.sgml : 19990617 ACCESSION NUMBER: 0000950134-99-005533 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990616 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: SEC FILE NUMBER: 005-56419 FILM NUMBER: 99647462 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 SCHEDULE 14D-9 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 VMS NATIONAL PROPERTIES JOINT VENTURE (Name of Subject Company) VMS NATIONAL PROPERTIES JOINT VENTURE (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) 2 ITEM 1. SECURITY AND SUBJECT COMPANY. This Statement relates to units of limited partnership interest of VMS National Residential Portfolio I, an Illinois limited partnership ("Portfolio I") and of VMS National Residential Portfolio II, an Illinois limited partnership ("Portfolio II"), participants in VMS National Properties Joint Venture, an Illinois general partnership (the "Joint Venture"). The business address of Portfolio I, Portfolio II and the Joint Venture is 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 Portfolio I and Portfolio II 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 Portfolio I, Portfolio II and the Joint Venture, which is the person filing this Statement, are set forth in Item 1 above. (b) The tender offers are being made pursuant to Offers to Purchase, dated June 16, 1999 (the "Offers to Purchase"), copies of which are included as Exhibits (a)(3) and (a)(4) hereto. The information set forth in each Offer to Purchase under "The Offer -- Section 9. Background and Reasons for the Offer" and "The Offer -- Section 11. Conflicts of Interest" and "Transaction with Affiliates" in each Offer to Purchase is incorporated herein by reference. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a), (b) The information set forth in each 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 Offers to Purchase under "The Offer -- Section 9. Background and Reasons for the Offer -- 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) Not Applicable. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. (a) - (b) Not Applicable. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Offers to Purchase are incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS (a)(1) Letter to Limited Partners of VMS National Residential Portfolio I, dated June 16, 1999. (a)(2) Letter to Limited Partners of VMS National Residential Portfolio II, dated June 16, 1999. (a)(3) Offer to Purchase for VMS National Residential Portfolio I, dated June 16, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999, is incorporated hereby by reference) (a)(4) Offer to Purchase for VMS National Residential Portfolio II, dated June 16, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999, is incorporated hereby by reference) (a)(5) Letter of Transmittal for VMS National Residential Portfolio I, dated June 16, 1999 (Exhibit (a)(3) to the 3 4 Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999.) (a)(6) Letter of Transmittal for VMS National Residential Portfolio II, dated June 16, 1999 (Exhibit (a)(4) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999.) (b) Not Applicable. (c) Not Applicable. 4 5 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: June 16, 1999 VMS NATIONAL PROPERTIES JOINT VENTURE, an Illinois limited partnership By: VMS NATIONAL RESIDENTIAL PORTFOLIO I, its General Partner By: MAERIL, INC., its Managing General Partner By: /s/ Patrick J. Foye -------------------------------- Patrick J. Foye Executive Vice President By: VMS NATIONAL RESIDENTIAL PORTFOLIO II, its General Partner By: MAERIL, INC., its Managing General Partner By: /s/ Patrick J. Foye -------------------------------- Patrick J. Foye Executive Vice President By: MAERIL, INC., its Managing General Partner By: /s/Patrick J. Foye -------------------------------- Patrick J. Foye Executive Vice President 5 6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Letter to Limited Partners of VMS National Residential Portfolio I, dated June 16, 1999. (a)(2) Letter to Limited Partners of VMS National Residential Portfolio II, dated June 16, 1999. (a)(3) Offer to Purchase for VMS National Residential Portfolio I, dated June 16, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999, is incorporated hereby by reference) (a)(4) Offer to Purchase for VMS National Residential Portfolio II, dated June 16, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999, is incorporated hereby by reference) (a)(5) Letter of Transmittal for VMS National Residential Portfolio I, dated June 16, 1999 (Exhibit (a)(3) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999.) (a)(6) Letter of Transmittal for VMS National Residential Portfolio II, dated June 16, 1999 (Exhibit (a)(4) to the Schedule 14D-1 of AIMCO Properties, L.P., dated June 16, 1999.) (b) Not Applicable. (c) Not Applicable.
6 EX-99.(A)(1) 2 LETTER TO LIMITED PARTNERS, DATED JUNE 11, 1999 1 Exhibit (a)(1) VMS National Residential Portfolio I June 16, 1999 Dear Limited Partner: Enclosed is the Schedule 14D-9 which was filed by VMS National Properties Joint Venture with the Securities and Exchange Commission in connection with an offer by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO Operating Partnership"), to purchase units of limited partnership interest in VMS National Residential Portfolio I (the "Partnership"). The Partnership's managing general partner, MAERIL, Inc., is a subsidiary of the AIMCO Operating Partnership and therefore has certain conflicts of interest in connection with the response to the offer. AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST, THE PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER. Nevertheless, the General Partner does believe the offer is fair to the holders of units. Limited Partners should carefully read the enclosed Schedule 14D-9, the Offer to Purchase of the AIMCO Operating Partnership, dated June 16, 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. MAERIL, INC., Managing General Partner By: /s/Patrick J. Foye --------------------------- Patrick J. Foye Executive Vice President 7 EX-99.(A)(2) 3 LETTER TO LIMITED PARTNERS, DATED JUNE 11, 1999 1 Exhibit (a)(2) VMS National Residential Portfolio II June 16, 1999 Dear Limited Partner: Enclosed is the Schedule 14D-9 which was filed by VMS National Properties Joint Venture with the Securities and Exchange Commission in connection with an offer by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO Operating Partnership"), to purchase units of limited partnership interest in VMS National Residential Portfolio II (the "Partnership"). The Partnership's managing general partner, MAERIL, Inc., is a subsidiary of the AIMCO Operating Partnership and therefore has certain conflicts of interest in connection with the response to the offer. AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST, THE PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER. Nevertheless, the General Partner does believe the offer is fair to the holders of units. Limited Partners should carefully read the enclosed Schedule 14D-9, the Offer to Purchase of the AIMCO Operating Partnership, dated June 16, 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. MAERIL, INC., Managing General Partner By: /s/Patrick J. Foye --------------------------- Patrick J. Foye Executive Vice President 8 -----END PRIVACY-ENHANCED MESSAGE-----