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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)
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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.
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.
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 Offer to
Purchase, dated July 22, 1999 (the "Offer to Purchase"), a
copy of which is included as Exhibit (a)(2) hereto. The
information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer" and
"The Offer -- Section 11. Conflicts of Interest" and
Transaction with Affiliates in the Offer to Purchase is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information set forth in the Offer to Purchase 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.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
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(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Prior Tender Offers" 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 Offer to Purchase is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated July 22, 1999.
(a)(2) Offer to Purchase, dated July 22, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated July 22,
1999, is incorporated hereby by reference)
(a)(3) Letter of Transmittal, dated July 22, 1999 (Exhibit (a)(2) to
the Schedule 14D-1 of AIMCO Properties, L.P., dated July 22,
1999.)
(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: July 22, 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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Executive Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1) Letter to Limited Partners, dated July 22, 1999.
(a)(2) Offer to Purchase, dated July 22, 1999 (Exhibit
(a)(1) to the Schedule 14D-1 of AIMCO Properties,
L.P., dated July 22, 1999, is incorporated herein by
reference)
(a)(3) Letter of Transmittal, dated July 22, 1999 (Exhibit
(a)(2) to the Schedule 14D-1 of AIMCO Properties,
L.P., dated July 22, 1999, is incorporated herein by
reference)
(b) Not Applicable.
(c) Not Applicable.
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Exhibit (a)(1)
National Property Investors 5
July 22, 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 (the "AIMCO Operating Partnership"), to purchase units of limited
partnership interest in the Partnership.
The Partnership's general partner, NPI Equity Investments, Inc., is a
subsidiary of the AIMCO Operating Partnership and therefore has certain
conflicts of interest in connection with the response to the offer. THE
PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO
RECOMMENDA TION 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, and a limited partner's tax position and the tax consequences to
a limited partner of selling his or her units.
Limited Partners should carefully read the enclosed Schedule 14D-9,
the Offer to Purchase of the AIMCO Operating Partnership, dated July 22, 1999
relating to the offer to acquire units of the Partnership (the "Offer to
Purchase"), and the related Letter of Transmittal and Instructions. Certain
information in the Schedule 14D-9 is incorporated by reference to the Offer to
Purchase.
NPI EQUITY INVESTMENTS, INC.
General Partner
By: /s/Patrick J. Foye
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Executive Vice President
