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Securities and Exchange Commission
Washington, D.C. 20547
SCHEDULE 14D-9
(AMENDMENT NO. __)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Shelter Properties II Limited Partnership
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(Name of Subject Company)
Shelter Properties II Limited Partnership
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(Names of Persons Filing Statement)
Limited Partnership Units
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Patrick J. Foye
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
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(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The information in this (the "Offer") Offer to Purchase of AIMCO
Properties, L.P., dated August 7, 2000, Exhibit (a) hereto, is incorporated
herein by reference in answer to all of the Items of this Schedule 14D-9 except
as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by Shelter Properties II Limited
Partnership, a South Carolina limited partnership (the "Partnership"). The
Partnership's business address is Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, and its telephone
number is (303) 757-8101. Units of limited partnership of the Partnership are
the subject of the tender offer.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
Not Applicable
Item 7. Purposes of the Transaction and Plans or Proposals.
Not Applicable
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to
Schedule TO of AIMCO Properties, L.P. dated August 7, 2000, is
incorporated herein by reference.)
(e) The information in the Offer to Purchase (Exhibit (a) hereto) under
the headings "The Offer-Section 11. Conflicts of Interest and
Transactions with Affiliates," "The Offer-Section 13. Certain
Information Concerning Your Partnership-Property Management," "The
Offer-Section 13. Certain Information Concerning Your
Partnership-Distributions," and "The Offer-Section 13. Certain
Information Concerning Your Partnership- Compensation Paid to the
General Partner and its Affiliates" is hereby incorporated herein by
reference.
(g) Not applicable
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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.
Dated: August 7, 2000
SHELTER PROPERTIES II LIMITED PARTNERSHIP,
a South Carolina limited partnership
By: Shelter Realty II Corporation, a South
Carolina corporation
Its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1)
to Schedule TO of AIMCO Properties, L.P. dated August 7,
2000, is incorporated herein by reference.)
(e) The information in the Offer to Purchase (Exhibit (a)
hereto) under the headings "The Offer-Section 11. Conflicts
of Interest and Transactions with Affiliates," "The
Offer-Section 13. Certain Information Concerning Your
Partnership-Property Management," "The Offer-Section 13.
Certain Information Concerning Your
Partnership-Distributions," and "The Offer-Section 13.
Certain Information Concerning Your Partnership-
Compensation Paid to the General Partner and its
Affiliates" is hereby incorporated herein by reference.
(g) Not applicable
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