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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
NATIONAL PROPERTY INVESTORS 5
(Name of Subject Company)
NATIONAL PROPERTY INVESTORS 5
(Name of Persons Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of National Property Investors 5, a California limited
partnership (the "Partnership"), with its business address located at
1873 South Bellaire Street, 17th Floor, Denver, Colorado, 80222 (on and
after November 24, 1999: Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222).
ITEM 2. TENDER OFFER OF THE BIDDER
This Statement relates to a tender offer for units of the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership
(the "AIMCO OP"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222 (on and after
November 24, 1999: Colorado Center, Tower Two, 2000 South Colorado
Boulevard, Suite 2-1000, Denver, Colorado 80222).
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of the Partnership, which is the
person filing this Statement, are set forth in Item 1 above.
(b) The tender offer is being made pursuant to an Litigation
Settlement Offer, dated November 15, 1999 (the "Litigation
Settlement Offer"), a copy of which is included as Exhibit
(a)(2) hereto. The information set forth in the Litigation
Settlement Offer under "The Offer -- Section 9. Background and
Reasons for the Offer" and "The Offer -- Section 11. Conflicts
of Interest and Transactions with Affiliates" in the
Litigation Settlement Offer is incorporated herein by
reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information set forth in the Litigation Settlement Offer
under "The Offer -- Section 10. Position of the General Partner of Your
Partnership With Respect to the Offer" is incorporated herein by
reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Litigation Settlement Offer
under "The Offer -- Section 9. Background and Reasons for the
Offer -- Comparison of Consideration to Alternative
Consideration -- Our Prior Tender Offer" and "The Offer --
Section 13. Certain Information Concerning Your Partnership --
Beneficial Ownership of Interests in Your Partnership" is
incorporated herein by reference.
(b) Not applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a) - (b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Litigation Settlement Offer is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated November 15, 1999.
(a)(2) Litigation Settlement Offer, dated November 15, 1999 (Exhibit
(a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated
November 15, 1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated November 15, 1999 (Exhibit (a)(2)
to the Schedule 14D-1 of AIMCO Properties, L.P., dated
November 15, 1999, is incorporated herein by reference).
(b) Not Applicable.
(c) 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: November 15, 1999
NATIONAL PROPERTY INVESTORS 5
a California limited partnership
By: NPI EQUITY INVESTMENTS, INC.
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1) Letter to Limited Partners, dated November 15, 1999.
(a)(2) Litigation Settlement Offer, dated November 15, 1999
(Exhibit (a)(1) to the Schedule 14D-1 of AIMCO
Properties, L.P., dated November 15, 1999, is
incorporated herein by reference).
(a)(3) Letter of Transmittal, dated November 15, 1999
(Exhibit (a)(2) to the Schedule 14D-1 of AIMCO
Properties, L.P., dated November 15, 1999, is
incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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EXHIBIT (a)(1)
NATIONAL PROPERTY INVESTORS 5
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
November 15, 1999
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by National Property
Investors 5 (the "Partnership") with the Securities and Exchange Commission in
connection with an offer by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase units of limited partnership interest in the
Partnership.
The Partnership, through its general partner, NPI Equity Investments,
Inc. (the "General Partner"), is required by the rules of the Securities and
Exchange Commission to make a recommendation as to whether you should accept or
reject such offer, or whether the Partnership is remaining neutral with respect
to such offer. THE PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL
AND MAKING NO RECOMMENDATION AS TO WHETHER LIMITED PARTNERS SHOULD TENDER OR
REFRAIN FROM TENDERING THEIR UNITS. Although the General Partner believes the
offer is fair, limited partners must make their own decision whether or not to
participate in the offer, based upon a number of factors, including a limited
partner's financial position, the need or desire for liquidity, other available
financial opportunities, a limited partner's tax position, and the tax
consequences of selling one's units.
Limited Partners should carefully read the enclosed Schedule 14D-9, the
Litigation Settlement Offer of AIMCO Properties, L.P., dated November 15, 1999
relating to the offer to acquire units of the Partnership (the "Litigation
Settlement Offer"), and the related Letter of Transmittal and Instructions.
Certain information in the Schedule 14D-9 is incorporated by reference to the
Litigation Settlement Offer.
Please note that the General Partner is an affiliate of AIMCO.
NPI EQUITY INVESTMENTS, INC.
General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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