-----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, KqueD0NlDfUVcVh6ZMNNNJmypOtaKCTatF73jHD1lqe3HxlHy/FJg38fvesTwlbt bEGNZIl/9bvdKnGznNs/nA== 0000903112-98-001329.txt : 19980824 0000903112-98-001329.hdr.sgml : 19980824 ACCESSION NUMBER: 0000903112-98-001329 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980821 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY HILLCRESTE APARTMENT INVESTORS L P CENTRAL INDEX KEY: 0000835596 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 954166241 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 033-22857 FILM NUMBER: 98695941 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 DEFA14A 1 AMENDED CONSENT SOLICITATION STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 .......................Century HillCreste Apartment Investors, L.P.............. (Name of registrant as specified in its charter) ................................................................................ (Name of person(s) filing proxy statement if other than the registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: .................................................................. 2) Aggregate number of securities to which transaction applies: .................................................................. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: .................................................................. 5) Total fee paid: .................................................................. [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11-(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No: 749746.1 3) Filing Party: 4) Date Filed: CENTURY HILLCRESTE APARTMENT INVESTORS, L.P. 9090 Wilshire Boulevard Beverly Hills, California 90211 August 21, 1998 PROMPT ACTION REQUESTED NOTICE OF EXTENSION OF THE SOLICITATION PERIOD TO SEPTEMBER 11, 1998 Dear Unitholder: National Partnership Investments Corp., a California corporation, the managing general partner of Century HillCreste Apartment Investors, L.P. (the "Partnership"), has previously sent you material describing and seeking your consent to, (i) a proposed sale (the "Sale") of the Partnership's 315-unit rental apartment complex located in West Los Angeles, California ( the "Property") to a real estate investment trust (or its designated affiliate) to be organized by Casden Properties, a California general partnership; and (ii) an amendment to the Partnership's Agreement of Limited Partnership necessary to permit such sale. The Solicitation Period, which originally was to expire August 21, 1998, has been extended until September 11, 1998 in order to provide sufficient time to allow more Unitholders to vote. YOUR VOTE IS IMPORTANT. BECAUSE APPROVAL OF THE SALE REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY-IN-INTEREST OF THE OUTSTANDING DEPOSITORY UNITS OF LIMITED PARTNERSHIP INTEREST, FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE SALE. To be sure your vote is represented, please sign, date and return the enclosed consent as promptly as possible. The proposed Sale is fully described in the previously provided Consent Solicitation Statement. Return your signed consent form either by facsimile to 303-705-6171 or in the enclosed envelope on or before September 11, 1998. In evaluating the proposed Sale, the Unitholders should note that: o Based upon a purchase price for the Property of $58,500,000, which is payable in cash, it is anticipated that the Partnership will make a distribution out of the proceeds of the Sale and the available cash of the Partnership of approximately $8.46 per depository unit, which amount is anticipated to be sufficient to pay any federal and state income taxes that would be due in connection with the Sale. (Unitholders are urged to review the tax assumptions described in the Consent Solicitation Statement and to consult their tax advisors.) o One of the Partnership's original investment objectives was to dispose of the Property within five to eleven years after completion of construction. The Sale would allow the Partnership to meet this objective. 749746.1 o The proposed purchase price offered of $58,500,000 is approximately 16% higher than the appraised value of the Property and equals the highest offer received from a third party for the Property. The appraised value of the Property as of March 31, 1998, as determined by an independent real estate appraiser, is $50,400,000. The closing of the Sale is subject to the approval of a majority-in-interest of the Unitholders of the Partnership. If the Unitholders do not approve the Sale, the Partnership will most likely retain ownership of the Property. Unitholders must separately approve the proposed Sale and the proposed amendment in order to allow consummation of the Sale. If you have any questions, or if you would like to request an additional copy of the Consent Solicitation Statement, please do not hesitate to contact MacKenzie Partners, the Partnership's consent solicitation agent, toll free at 800-322-2885 or collect at 212-929-5500. Very truly yours, National Partnership Investments Corp. 749746.1 -----END PRIVACY-ENHANCED MESSAGE-----