-----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, V9vTScHx761OTldQrSM9/Ta+dGd3ToxzHXWJ7SXo0IBj2BPrS6FjOZs8Vccdjtrj rTUHaz4K12bZXt7PsSmcyw== 0000950164-99-000036.txt : 19990506 0000950164-99-000036.hdr.sgml : 19990506 ACCESSION NUMBER: 0000950164-99-000036 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOX STRATEGIC HOUSING INCOME PARTNERS CENTRAL INDEX KEY: 0000800080 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943016373 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-51487 FILM NUMBER: 99611397 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: C/O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: FOX STRATEGIC HOUSING PARTNERS /CA/ DATE OF NAME CHANGE: 19870402 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY PROPERTIES GROWTH FUND XXVI DATE OF NAME CHANGE: 19870208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC 14D9/A 1 AMENDMENT NO. 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 Fox Strategic Housing Income Partners (Name of Subject Company) Fox Strategic Housing Income Partners (Name of Person Filing Statement) Units of Limited Partnership Interest (Title of Class of Securities) None ------------------------------------- (CUSIP Number of Class of Securities) Patrick Foye Fox Capital Management Corporation 55 Beattie Place Greenville, South Carolina 29602 (864) 239-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) filing Statement) ---------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 amends the Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Statement") filed with the Securities and Exchange Commission on April 30, 1999 by Fox Strategic Housing Income Partners (the "Partnership") in connection with the tender offer by AIMCO Properties, L.P. to purchase up to 11,750 outstanding units of limited partnership interest ("Units") of the Partnership, at a purchase price of $200 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 30, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"), to modify the recommendation made by the Partnership in light of a second offer which has been made by Madison Liquidity Investors for up to 4.9% of the total outstanding Units at a purchase price of $100 per Unit, less a $75 transfer fee. 4. The Solicitation or Recommendation Item 4 is hereby deleted in its entirety and the following is inserted in lieu thereof: "Because of the conflict of interest inherent in the fact that the General Partner is, as described above, an affiliate of the Purchaser, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their Units pursuant to the Offer. The Partnership does believe, however, that Limited Partners who desire to presently liquidate their interest in the Partnership for cash should tender their Units for the greatest purchase price available." 9. Material to be Filed as Exhibits Item 9 is hereby amended to add the following: Exhibit (a)(2) - Letter to Limited Partners from the Partnership dated May 5, 1999. 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. FOX STRATEGIC HOUSING INCOME PARTNERS By: Fox Partners VIII General Partner By: Fox Capital Management Corporation Managing General Partner By: /s/ Patrick Foye ----------------------------- Executive Vice President Date: May 5, 1999 EX-99 2 EXHIBIT 99.1 FOX STRATEGIC HOUSING INCOME PARTNERS 55 Beattie Place, P.O. Box 2347 Greenville, South Carolina 29602 (864) 239-1029 May 5, 1999 Dear Limited Partner: We understand that you have recently received an offer from Madison Liquidity Investors ("Madison") to purchase your limited partnership units ("Units") in Fox Strategic Housing Income Partners (the "Partnership") for $100 per Unit, less a $75 transfer fee per transfer. As you are know doubt aware, this is Madison's second offer in 30 days for your Units at the same purchase price of $100 per Unit, which amount is then reduced by $75 for transfer fees. In addition, you have also received an offer from AIMCO Properties, L.P. ("AIMCO") to purchase your Units for $200 per Unit with no deduction for a transfer fee. The Partnership, through its general partner, Fox Capital Management Corporation (the "General Partner"), is required by the rules of the Securities Exchange Commission to make a recommendation whether you should accept or reject the tender, or whether the Partnership is remaining neutral. Because the General Partner is affiliated with AIMCO, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their Units pursuant to Madison's offer or AIMCO's offer. The Partnership does believe, however, that Limited Partners who desire to presently liquidate their interest in the Partnership for cash should tender their Units for the greatest purchase price available. If you have any questions or would like further information about possible other opportunities to sell your Units, please contact Corporate Investor Communications at (877) 460-2557. Sincerely, FOX STRATEGIC HOUSING INCOME PARTNERS -----END PRIVACY-ENHANCED MESSAGE-----