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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. 3)
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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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Reference is made to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by JMB Income Properties, Ltd.-V, an Illinois limited
partnership (the "Partnership"), with the Securities and Exchange
Commission ("SEC") on May 16, 2000, Amendment 1 thereto, filed with the SEC
on May 22, 2000, and Amendment 2 thereto, filed with the SEC on June 5,
2000 (such Schedule 14D-9, as amended, the "Schedule 14D-9"). Capitalized
terms not otherwise defined herein are used as in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
(d) NON-BINDING OFFER FOR THE PARTNERSHIP'S PROPERTIES.
Item 8(d) set forth in the Schedule 14D-9 is hereby amended to
include the text set forth below:
The Partnership has learned that the Potential Purchaser has
withdrawn its Non-Binding Offer to purchase the 301 North Main Building and
the Phillips Building. The joint venture continues to solicit offers from
other prospective purchasers of the buildings.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.6 Press Release, dated June 14, 2000.
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: June 14, 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
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99.6 Press Release, dated June 14, 2000.
