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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. 2)
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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 filed by JMB Income Properties, Ltd.-V, an Illinois limited
partnership (the "Partnership"), with the Securities and Exchange
Commission ("SEC") on May 16, 2000, and Amendment 1 thereto, filed with the
SEC on May 22, 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 2. IDENTITY AND BACKGROUND OF FILING PERSON.
(b) TENDER OFFER.
Item 2(b) set forth in the Schedule 14D-9 is hereby amended to
include the text set forth below:
On May 26, 2000, the Purchasers amended the Offer Documents to: (i)
increase the purchase price pursuant to the Offer to $115 per Interest,
less the amount of any distributions declared or made with respect to the
Interests between May 3, 2000 and June 16, 2000, or such other date to
which the Offer may be further extended by the Purchasers, in cash, without
interest, and (ii) extend the expiration date of the Offer to June 16,
2000, which date may be further extended at the option of the Purchasers.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) SOLICITATION OR RECOMMENDATION.
Item 4(a) set forth in the Schedule 14D-9 is hereby amended to
include the text set forth below:
Following the Partnership's receipt of the May 26, 2000, amendment to
the Offer Documents, the Special Committee of the Board of Directors of the
Managing General Partner (with its legal advisors present) met to review
and consider the Offer as so amended. Based on its analysis, including
consideration of the factors discussed in Item 4(b) of the Schedule 14D-9
and Item 4(b) below, the Special Committee continues to (i) express no
opinion and remain neutral with respect to the Offer for those
Interestholders who have no current or anticipated need for liquidity with
respect to the Interests and who are willing to continue bearing the
economic risk of retaining their Interests until the liquidation and
termination of the Partnership and (ii) recommend that all other
Interestholders accept the Offer and tender their Interests to the
Purchasers pursuant to the Offer.
(b) REASONS.
Item 4(b) set forth in the Schedule 14D-9 is hereby amended to
include the text set forth in paragraph (vii) below in its entirety:
(vii) 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.
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The Partnership currently has, either directly or through the joint
venture, net current assets of approximately $83 per Interest, which amount
is net of (i.e., after deduction for) certain anticipated costs and
expenses of the Partnership and joint venture, including estimated
operating and liquidation expenses of the Partnership (assuming liquidation
and termination of the Partnership no later than the end of 2001), and the
General Partners' participation in any distributable cash. IF THE JOINT
VENTURE IS UNABLE TO SELL THE BUILDINGS, THE INTERESTHOLDERS WOULD RECEIVE
NO MORE THAN APPROXIMATELY $83 PER INTEREST IN DISTRIBUTIONS TO BE MADE BY
THE PARTNERSHIP, AND SUCH DISTRIBUTIONS COULD BE LESS THAN $83 PER
INTEREST, DEPENDING UPON, AMONG OTHER THINGS, THE ACTUAL EXPENSES AND
LIABILITIES OF THE PARTNERSHIP AND THE JOINT VENTURE AND THE TIMING OF THE
LIQUIDATION AND TERMINATION OF THE PARTNERSHIP AND THE JOINT VENTURE. A
delay or inability to dispose of either or both of the buildings to the
lender after maturity of the mortgage loan in November 2001 would likely
result in increased expenses of the Partnership and a reduction in the
amount that could otherwise be distributed to the Interestholders. This
could result in a reduction of approximately $15 per Interest from the $83
per Interest of net current assets, reducing the amount potentially
distributable to Interestholders to $68 per Interest, if the Partnership
were required to remain in existence through 2002. Further reductions
would likely occur if the Partnership were required to remain in existence
beyond 2002 or if the Partnership or joint venture at any time incurs
significant expenses or liabilities not currently anticipated.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.5 Letter dated June 5, 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: June 5, 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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99.5 Letter dated June 5, 2000, from the Partnership
to Investors.
