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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT
TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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UNIVERSITY REAL ESTATE PARTNERSHIP V
(Name of Subject Company)
UNIVERSITY REAL ESTATE PARTNERSHIP V
(Name of Person(s) Filing Statement)
INCOME UNITS AND GROWTH/SHELTER UNITS
OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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DAVID K. RONCK
UNIVERSITY ADVISORY COMPANY
2001 ROSS AVENUE, SUITE 4600
DALLAS, TEXAS 75201
(214) 740-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
with copy to:
SALLY SCHREIBER, ESQ.
MUNSCH HARDT KOPF HARR & DINAN, P.C.
4000 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2790
(214) 855-7598
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ITEM 1. SECURITY AND SUBJECT COMPANY
This Schedule relates to Income Units of limited partnership interest
("Income Units") and Growth/Shelter Units of limited partnership interest ("G/S
Units" and, together with the Income Units, the "Units") in University Real
Estate Partnership V, a California limited partnership (the "Issuer"), which is
the subject company. The address of the Issuer's principal executive offices is
2001 Ross Avenue, Suite 4600, Dallas, Texas 75201.
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to the tender offer (the "Offer") made by UREPV
Acquisition, L.P. (the "Purchaser") to purchase up to twelve thousand (12,000)
Income Units for cash at a price equal to $60.00 per unit and up to twelve
thousand (12,000) G/S Units for cash at a price equal to $2.00 per unit. The
address of the Purchaser's principal executive offices is 2001 Ross Avenue,
Suite 4600, Dallas, Texas 75201.
ITEM 3. IDENTITY AND BACKGROUND
(a) This Statement is being filed by the Issuer, acting through University
Advisory Company ("UAC"), which is the General Partner of the Issuer. The
address of the principal executive offices of the Issuer is 2001 Ross Avenue,
Suite 4600, Dallas, Texas 75201.
(b) Except as provided below, to the best knowledge of UAC, there are no
material contracts, agreements, arrangements, understandings, or actual or
potential conflicts of interest between the Issuer and: (1) its executive
officers, directors or affiliates, including UAC; or (2) the Purchaser, their
executive officers, directors, or affiliates.
The Purchaser and UAC are both affiliates of and controlled by OS General
Partner Company, a Texas corporation ("OSGP"), and are considered affiliated
with each other and the Partnership. As a result, UAC has a number conflicts of
interest in evaluating the Offer, including the following:
UAC has conflicts of interest with respect to the Offer, including
conflicts resulting from its affiliation with the Purchaser.
The Offer. The Purchaser is making the Offer with a view to making a
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profit. Accordingly, there is a conflict between the desire of the Purchaser to
purchase Units at a low price and the desire of the holders of Units to sell
their Units at a high price.
Transactions Between the Issuer and Affiliates of the Purchaser. The
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Agreement of Limited Partnership dated August 12, 1997 (the "Partnership
Agreement"), which governs the internal affairs of the Issuer, sets forth, among
other things, the duties, obligations, and powers of UAC as General Partner of
the Issuer, as well as the ability of the Limited Partners of the Issuer to
remove UAC as General Partner. The Partnership Agreement describes, at Section
6, the terms of compensation payable to UAC, as General Partner of the Issuer,
for various functions including (i) a property management fee of up to 5% of the
gross rents from tenants at and from other income from the Issuer's real
properties, (ii) a general partner's interest fee including a fee of 8% of
distributions from Operational Cash Flow, a fee of 1% of distributions by the
Issuer from certain other sources, and up to an additional 11% of certain
distributions from other sources made after payments made to the Limited
Partners of the Issuer, (iii) an investment advisory fee of 9% of the gross
proceeds on the sale of Units, (iv) an acquisition fee of 9% of the proceeds of
certain Units sold in connection
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with the acquisition by the Issuer of real property, and (v) a subordinated real
estate commission of up to 9% of the gross proceeds from the sale of certain
real properties sold by the Issuer. The Partnership Agreement further provides
that UAC, as General Partner of the Issuer, may employ persons in the operation
and management of the Issuer's business or assets, including but not limited to
supervisory managing agents, contractors, engineers, appraisers, brokers and
suppliers on such terms and for such compensation as UAC shall determine.
Pursuant to these provisions, the Issuer reimbursed UAC and its affiliates for
expenses incurred in connection with asset management and partnership
administration services performed by them for the Issuer during 1996 and 1995 in
the amounts of $236,246 and $243,219, respectively, and has reimbursed them in
the amount of $130,759.23 during the nine-month period ended September 30, 1997.
To the extent the Offer is successful, given the affiliation between the
Purchaser and UAC, it is less likely that without the consent of UAC, the
Issuer's assets would be sold or the Issuer liquidated, which would result in a
decrease or elimination of the fees paid to the General Partner or its
affiliates, or both.
Under the Partnership Agreement, UAC, as General Partner of the Issuer,
holds an interest in the Issuer and is entitled to participate in certain cash
distributions made by the Issuer to its partners. Cash distributions from the
Issuer have been suspended since 1991 and, as such, UAC has not received any
cash distributions with respect to its interests.
Voting by the Purchaser. Under the Partnership Agreement, Limited Partners
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of the Partnership holding a majority of the Units are entitled to take action
with respect to a variety of matters, including: removal of a general partner
and, in certain circumstances, election of new or successor general partners;
dissolution of the Issuer; the sale of all or substantially all of the assets of
the Issuer; and most types of amendments to the Partnership Agreement. Under
the terms of the Offer, the Purchaser is granted the right to vote each Unit
purchased in the Offer. As a result, if the Purchaser is successful in
acquiring a significant number of Units pursuant to the Offer, the Purchaser
will have the right to vote those Units and thereby significantly influence all
voting decisions with respect to the Issuer. This could (i) prevent non-
tendering Limited Partners from taking action they desire but that UAC, as
General Partner of the Issuer, and UREPV Acquisition, L.P., as limited partner,
oppose and (ii) enable the Issuer to take action desired by UAC, as General
Partner of the Issuer, but opposed by non-tendering Limited Partners. When
voting on these matters, the Purchaser will vote its Units in whatever manner it
deems to be in its best interests, which, because of the Purchaser's
relationship with UAC, also may be in the interest of UAC but may not be in the
interest of other Limited Partners.
Financing Arrangements. The Purchaser expects to pay for the Units it
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purchases pursuant to the Offer with funds loaned to it by a lender. In
addition, it is possible that in connection with its future financing
activities, the Purchaser may pledge the Units as collateral for other loans, or
otherwise agree to terms that provide the Purchaser with incentives to generate
substantial near-term cash flow from the Purchaser's investment in the Units.
This could be the case, for example, if a loan has a "bullet" maturity after a
relatively short time or bears a high or increasing interest rate. In such a
situation, UAC, as the General Partner of the Issuer, may experience a conflict
of interest in seeking to reconcile the best interests of the Issuer with the
need of its affiliates for cash flow from the Issuer's activities.
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ITEM 4. THE SOLICITATION OR RECOMMENDATION
As a result of the conflicts of interest that arise from the affiliation of
the Purchaser and UAC, as General Partner of the Issuer, UAC has decided to
remain neutral, and is not in a position to make any recommendation on behalf of
the Issuer, with respect to the Offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The Issuer has not retained, employed or compensated any person to make
solicitations or recommendations to security holders with respect to the Offers
described in this statement.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) To the best knowledge of UAC, no transactions in the Units have been
effected during the past 60 days by the Issuer, by UAC, or by any executive
officer, director, affiliate or subsidiary of the Issuer or UAC.
(b) To the best knowledge of UAC, neither the Issuer nor UAC nor any of
their respective executive officers, directors, affiliates, or subsidiaries
presently intends to tender to the Purchaser any Units that are held of record
or beneficially owned by such persons.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
(a) To the best knowledge of UAC, the Issuer has not entered into
negotiations in response to the Offer that would result in an extraordinary
transaction, a purchase, sale or transfer of a material amount of assets of the
Issuer, a tender offer for or other acquisitions of securities by or of the
Issuer, or any material change in the present capitalization or dividend policy
of the Issuer.
(b) To the best knowledge of UAC, there are no transactions, board
resolutions, agreements in principle or signed contracts in response to the
Offer that relate to or would result in one or more of the matters referred to
above in Item 7(a).
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
(a) None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) Recommendation letter by the Issuer to security holders dated
December 31, 1997.
(b) None.
(c) The Agreement of Limited Partnership is incorporated by reference to
Form 10 of the Registration Statement filed by the Issuer on January 6,
1978.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
UNIVERSITY REAL ESTATE PARTNERSHIP V
By: UNIVERSITY ADVISORY COMPANY, its general partner
By: OS General Partner Company,
its general partner
By: /s/ DAVID K. RONCK
_____________________________________
David K. Ronck, Vice President
Date: December 31, 1997
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EXHIBIT 9(a)
UNIVERSITY ADVISORY COMPANY
2001 Ross Avenue, Suite 4600
Dallas, Texas 75201
December 24, 1997
TO: THE LIMITED PARTNERS OF
UNIVERSITY REAL ESTATE PARTNERSHIP V
To Our Partners:
On December 22, 1997, University Advisory Company ("UAC") received notice that
UREPV Acquisition, L.P. ("UREPV") commenced a tender offer for up to 12,000
Income Units of limited partnership interest ("Income Units") and up to 12,000
Growth/Shelter Units of limited partnership interest ("G/S Units" and
collectively, the "Units") of University Real Estate Partnership V (the
"Partnership") at a price of $60.00 per Income Unit and $2.00 per G/S Unit (the
"UREPV Offer").
In addition to the UREPV Offer, it is our understanding that holders of Income
Units have previously received an offer for up to 15,270 Income Units from
Accelerated High Yield Institutional Fund 1, L.P., MacKenzie Patterson Special
Fund, Peachtree Partner and Accelerated High Yield Pension Investors, L.P.
(collectively, "MacKenzie"), an offer for up to 568 Income Units from Everest
Properties II, L.L.C. ("Everest"), and an offer for up to 1,710 Income Units
from Bond Purchase, L.L.C. ("Bond").
UREPV is an affiliate of UAC, which is the General Partner of the Partnership.
As a result of the conflicts of interests that arise from that relationship, UAC
has decided to remain neutral, and is not in a position to make any
recommendation on behalf of the Issuer, with respect to the Offer.
The attached Schedule 14D-9, which is being filed today with the Securities and
Exchange Commission (the "14D-9 Filing"), discusses in greater detail the
reasons for UAC, on behalf of the Partnership, taking this position with respect
to the UREPV Offer. We believe that the 14D-9 Filing contains very important
information that you should consider before you reach a decision with respect to
the UREPV Offer.
The decision whether to accept any of the offers is an individual decision by
each holder of Units. No action taken by UREPV, MacKenzie, Everest, Bond, or
any other investor or group of investors will affect your current ownership of
Units in the Partnership unless you affirmatively elect to sell your Units. If
you have already accepted the offer of UREPV or MacKenzie and wish to change
your mind and rescind your tender, you may do so in accordance with the
materials furnished with such offer. Alternatively, you may rescind your tender
by written or facsimile notification to the Depositary at Wallace Sanders &
Company,
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8131 LBJ Freeway, Suite 875, Dallas, Texas 75251, Attention: University V Tender
Offers (or by facsimile at (972) 669-3462), which notification, if sent
sufficiently before the expiration of the relevant offer, will then be forwarded
to the appropriate person. The withdrawal notice must be signed by the person(s)
who signed the tender form in the same manner as the tender form was signed.
Tenders may be withdrawn in this manner at any time prior to the expiration date
of the relevant offer (which is currently December 31, 1997, in the case of the
MacKenzie offer and January 21, 1998, in the case of the UREPV offer). BOTH
EVEREST AND BOND HAVE INDICATED THAT THEY WILL NOT PERMIT ANY TENDER MADE TO
THEM TO BE WITHDRAWN.
The Partnership has enlisted the services of EquiNet Fund Administrators, Inc.
as an Information Agent to respond to your questions or concerns regarding any
of the offers or the Partnership's response. A toll free number (1-800-736-
8036) will be answered by informed representatives 8:30 a.m. to 5:00 p.m.
(Central Standard Time), Monday through Friday.
Sincerely,
UNIVERSITY ADVISORY COMPANY
By: OS General Partner Company,
its General Partner
By: /s/ DAVID K. RONCK
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David K. Ronck
Vice President
