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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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JMB INCOME PROPERTIES, LTD. -V
(Name of Subject Company)
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JMB INCOME PROPERTIES, LTD. -V
(Name of Person Filing Statement)
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Limited Partnership Interests
(Title of Class of Securities)
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466215308
(CUSIP Number of Class of Securities)
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Gary Nickele
JMB REALTY CORPORATION
900 North Michigan Avenue
Chicago, Illinois 60611
(312) 440-4800
(Name, address, and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
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With a copy to:
Michael H. Kerr, P.C.
KIRKLAND & ELLIS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000
[ ] Check the box if the filing relates solely to preliminary
communications made before commencement of a tender offer.
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<PAGE>
Reference is made to the Solicitation/Recommendation Statement on
Schedule 14D-9 ("Schedule 14D-9") filed by JMB Income Properties, Ltd.-V,
an Illinois limited partnership (the "Partnership"), with the Securities
and Exchange Commission on May 16, 2000. Capitalized terms not otherwise
defined herein are used as in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 set forth in the Schedule 14D-9 is hereby amended to include
the text set forth in subsection (d) below in its entirety
(d) NON-BINDING OFFER FOR THE PARTNERSHIP'S PROPERTIES.
On May 18, 2000, the Partnership's joint venture received a non-
binding offer (the "Non-Binding Offer") to purchase the 301 North Main
Building and the Phillips Building, located in Winston-Salem, North
Carolina, which are the two remaining investment properties of the
Partnership owned through the joint venture. The Non-Binding Offer does
not obligate the maker thereof (the "Potential Buyer") to purchase the
properties and is conditioned upon, among other things, the Potential Buyer
being satisfied, in its sole discretion, with its due diligence
investigation of the buildings. The Potential Buyer's Non-Binding Offer
provides for up to 180 days for the Potential Buyer to conduct its due
diligence, during which time the Potential Buyer would have no obligation
to purchase the properties.
If the transaction contemplated by the Non-Binding Offer were to be
consummated on terms substantially identical to those set forth therein and
assuming the purchase price were paid in cash at closing, aggregate
distributions of cash to be made to Interestholders from net current assets
and sale proceeds through the liquidation of the Partnership could be as
much as $175 per Interest, assuming the Partnership and the joint venture
do not otherwise incur significant expenses or liabilities not currently
anticipated. However, insofar as such Non-Binding Offer is non-binding, is
subject to extended due diligence and other conditions and there have been
no negotiations regarding the Non-Binding Offer, there can be no assurance
that the Non-Binding Offer will result in a binding agreement or, even if a
binding agreement is reached, that the terms of any such agreement will not
be materially different from those currently proposed by the Potential
Buyer or that any sale of the buildings will be closed.
The Interestholders are hereby reminded that pursuant to both Federal
securities laws and the Offer Documents they have the right to withdraw any
Interests tendered by them pursuant to the Offer at any time prior to the
expiration date thereof, which is currently scheduled for June 9, 2000,
subject to extension at the option of the Purchasers.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.4 Letter dated May 22, 2000, from the Partnership to Investors.
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SIGNATURE
After due 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: May 22, 2000 JMB INCOME PROPERTIES, LTD. - V
By: JMB Realty Corporation,
its Managing General Partner
By: /S/ JUDD D. MALKIN
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Name: Judd D. Malkin
Title: Chairman
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.4 Letter dated May 22, 2000, from the Partnership
to Investors.
EXHIBIT 99.4
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JMB INCOME PROPERTIES, LTD. -V
900 North Michigan Avenue
Chicago, Illinois 60611
(312) 915-1987
May 22, 2000
Dear Investors:
We previously sent you a letter dated May 16, 2000, and accompanying
Solicitation/ Recommendation Statement on Schedule 14D-9 ("Schedule 14D-9")
in response to a tender offer (the "Tender Offer") commenced by certain
affiliates of MacKenzie Patterson, Inc. to purchase up to 15,402 of the
outstanding limited partnership interests (the "Interests"), representing
approximately 40% of the outstanding Interests, in JMB Income Properties,
Ltd. -V (the "Partnership") at a price of $80 per Interest. Today we write
to inform you of certain developments which have occurred since the mailing
of the May 16, 2000, letter and the accompanying Schedule 14D-9.
On May 18, 2000, the Partnership's joint venture received a non-
binding offer (the "Non-Binding Offer") to purchase the 301 North Main
Building and the Phillips Building, located in Winston-Salem, North
Carolina, which are the two remaining investment properties of the
Partnership owned through the joint venture. The Non-Binding Offer does
not obligate the maker thereof (the "Potential Buyer") to purchase the
properties and is conditioned upon, among other things, the Potential Buyer
being satisfied, in its sole discretion, with its due diligence
investigation of the buildings. The Potential Buyer's Non-Binding Offer
provides for up to 180 days for the Potential Buyer to conduct its due
diligence, during which time the Potential Buyer would have no obligation
to purchase the properties.
If the transaction contemplated by the Non-Binding Offer were to be
consummated on terms substantially identical to those set forth therein and
assuming the purchase price were paid in cash at closing, aggregate
distributions of cash to be made to Investors from net current assets and
sale proceeds through the liquidation of the Partnership could be as much
as $175 per Interest, assuming the Partnership and the joint venture do not
otherwise incur significant expenses or liabilities not currently
anticipated. However, insofar as such Non-Binding Offer is non-binding, is
subject to extended due diligence and other conditions and there have been
no negotiations regarding the Non-Binding Offer, there can be no assurance
that the Non-Binding Offer will result in a binding agreement or, even if a
binding agreement is reached, that the terms of any such agreement will not
be materially different from those currently proposed by the Potential
Buyer or that any sale of the buildings will be closed.
Investors are hereby reminded that pursuant to both Federal
securities laws and the Tender Offer documents they have the right to
withdraw any Interests tendered by them pursuant to the Tender Offer at any
time prior to the expiration date thereof, which is currently scheduled for
June 9, 2000, subject to extension at the option of the tender offerers.
We urge you to read our May 16, 2000, letter and the accompanying
Schedule 14D-9 and this letter carefully in making your decision with
respect to tendering your Interests in the Tender Offer.
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On behalf of the Special Committee of the Board of Directors of JMB
Realty Corporation, the Managing General Partner of the Partnership.
Very truly yours,
JMB INCOME PROPERTIES, LTD. -V
By: JMB Realty Corporation
Managing General Partner
By: /s/ Judd D. Malkin
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Judd D. Malkin, Chairman
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