SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 2)
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the
Securities Exchange Act of
1934
BALCOR EQUITY PROPERTIES - XII
(Name of Subject Company)
BALCOR EQUITY PROPERTIES - XII
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Thomas E. Meador
Chairman
The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
(708) 267-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on
Behalf of the Person(s) Filing Statement)
Copy To:
Michael P. Morrison, Esq.
Hopkins & Sutter
Three First National Plaza, Suite 4100
Chicago, Illinois 60602
(312) 558-6600
<PAGE>
Amendment No. 2 to Schedule 14D-9
This Amendment No. 2 to Schedule 14D-9 amends the Schedule 14D-9 (the
"Schedule 14D-9") filed by Balcor Equity Properties-XII, an Illinois limited
partnership (the "Partnership"), with the Securities and Exchange Commission
("SEC") on March 22, 1996, as amended by Amendment No. 1 to Schedule 14D-9
("Amendment No. 1") filed with the SEC on April 2, 1996. All capitalized terms
used herein but not otherwise defined shall have the meanings ascribed to such
terms in the Schedule 14D-9 and Amendment No. 1.
Item 4. The Solicitation and Recommendation
Item 4(b)(3) is hereby amended in its entirety to read as follows:
"3. On April 8, 1996, an unaffiliated third party, Equity
Residential Properties Trust ("Equity"), made a non-binding proposal to
the Partnership to purchase two of the Partnership's five remaining
properties. The General Partner is in serious negotiations with Equity
and intends to sign a letter of intent with them.
The proposed, aggregate sales prices of the two properties included
in the Equity proposal is $15,400,000. Taking into account closing costs,
mortgage indebtedness, the general partner loan and prorations, assuming
that both of the sales of the Partnership's properties contemplated by the
Equity proposal are consummated and provided that there are no adjustments
to the sales prices as contained in the Equity proposal, the General
Partner estimates that the net proceeds per Unit available for
distribution will be approximately $124 per Unit (see attachment to
Exhibit (a)(3) for computation). The Partnership will continue to own
three properties if the sale contemplated by the Equity proposal is
consummated.
The sale of the properties to Equity is contingent upon many factors,
including the negotiation of mutually acceptable sales contracts.
Therefore, there can be no assurance that any sales to Equity will
ultimately be completed. Even in the event that both of the contemplated
sales are consummated, there can be no assurance that the distribution
level described above will actually be paid to the Limited Partners.
Item 7. Certain Negotiations and Transactions by the Subject Company
Item 7 is hereby amended in its entirety to read as follows:
"(a) Except as described below, no negotiations are being undertaken or
are underway by the Partnership in response to the Offer which relate to or
would result in: (1) an extraordinary transaction such as a merger or
reorganization involving the Partnership or any affiliate controlled by the
Partnership; (2) a purchase, sale or transfer of a material amount of assets by
the Partnership or any affiliate controlled by the Partnership; (3) a tender
offer for or other acquisition of securities by or of the Partnership; or (4)
any material change in the present capitalization or distribution policy of the
Partnership.
On April 8, 1996, Equity made a non-binding proposal to the
Partnership to purchase two of the Partnership's five remaining
properties. The General Partner is in serious negotiations with Equity
and intends to sign a letter of intent with them.
<PAGE>
The proposed, aggregate sales prices of the two properties included
in the Equity proposal is $15,400,000. Taking into account closing costs,
mortgage indebtedness, the general partner loan and prorations, assuming
that both of the sales of the Partnership's properties contemplated by the
Equity proposal are consummated and provided that there are no adjustments
to the sales prices as contained in the Equity proposal, the General
Partner estimates that the net proceeds per Unit available for
distribution will be approximately $124 per Unit (see attachment to
Exhibit (a)(3) for computation). The Partnership will continue to own
three properties if the sale contemplated by the Equity proposal is
consummated.
The sale of the properties to Equity is contingent upon many factors,
including the negotiation of mutually acceptable sales contracts.
Therefore, there can be no assurance that any sales to Equity will
ultimately be completed. Even in the event that both of the contemplated
sales are consummated, there can be no assurance that the distribution
level described above will actually be paid to the Limited Partners.
(b) Except for the non-binding proposal from Equity as described in 7(a)
above, there are no transactions, General Partner resolutions, agreements in
principle or signed contracts in response to the Offer that relate to or would
result in one or more of the events referred to in Item 7(a)."
Item 9. Material to be Filed as Exhibits
Item 9 is hereby amended to include the following exhibit:
"(a)(3) Letter to Investors, dated April 10, 1996 (includes
attachment regarding estimated distributable proceeds from
sale to Equity)."
<PAGE>
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: April 10, 1996 BALCOR EQUITY PROPERTIES-XII
By: Balcor Partners-XII, its general partner
By: RGF-Balcor Associates-II, a partner
By: The Balcor Company, a partner
/s/ Thomas E. Meador
--------------------------
Thomas E. Meador, Chairman
<PAGE>
BALCOR EQUITY PROPERTIES-XII
P.O. Box 7190
Deerfield, Illinois 60015-7190
April 10, 1996
Dear Investor:
As you know, on March 11, 1996, Metropolitan Acquisition VII, L.L.C.
("Metropolitan") announced an unsolicited offer to purchase up to approximately
30% of the outstanding limited partnership interests ("Units") of Balcor Equity
Properties-XII (the "Partnership") at a price of $250 per Unit. In our letter
to you dated March 22, 1996, we informed you that we were expressing no opinion
and remaining neutral with respect to Metropolitan's offer. While our position
with respect to the offer has not changed, we wanted to provide you with
certain additional information that may be useful to you in evaluating the
offer.
As you may recall, in our March 22 letter, we informed you that an
unaffiliated third party had contacted The Balcor Company to discuss the
potential for a sale of substantially all of the remaining properties of the
Partnership. While these discussions did not lead to a definitive offer for
the sale of all of the Partnership's properties, this third party, Equity
Residential Properties Trust ("Equity"), made a non-binding proposal to the
Partnership on April 8, 1996 to purchase two of the Partnership's five
remaining properties. We are in serious negotiations with Equity and intend to
sign a letter of intent with them.
The proposed, aggregate sales prices of the two properties included in the
Equity proposal is $15,400,000. Taking into account closing costs, mortgage
indebtedness, the general partner loan and prorations, assuming that both of
the sales of the Partnership's properties contemplated by the Equity proposal
are consummated and provided that there are no adjustments to the sales prices
as contained in the Equity proposal, we estimate that the net proceeds per Unit
available for distribution will be approximately $124 per Unit (see attachment
hereto for computation). Keep in mind that Metropolitan's offer is $250 per
Unit and that the Partnership will continue to own three properties if the sale
contemplated by the Equity proposal is consummated.
Please note that the sale of the properties to Equity is contingent upon
many factors, including the negotiation of mutually acceptable sales contracts.
Therefore, there can be no assurance that any sales to Equity will ultimately
be completed. Even in the event that both of the contemplated sales are
consummated, there can be no assurance that the distribution level described
above will actually be paid to the limited partners.
Please note that pursuant to an amendment dated April 8, 1996,
Metropolitan has extended their offer and cannot purchase any tendered Units
prior to April 12, 1996. If you wish to withdraw any Units tendered to
Metropolitan at any time prior to 5:00 p.m, Eastern Standard Time, on April 12,
1996, you may do so by complying with the withdrawal procedures set forth in
the Metropolitan offer.
<PAGE>
Your General Partner will continue to act in the manner that it believes
to be in the best interests of the Partnership.
Very truly yours,
/s/Thomas E. Meador
Thomas E. Meador
Chairman, Balcor Partners - XII,
the General Partner
<PAGE>
BALCOR EQUITY PROPERTIES-XII
CALCULATION OF DISTRIBUTABLE PROCEEDS FROM
PROPOSED SALE TO EQUITY RESIDENTIAL
Proposed Mortgage Distributable
Name of Property Purchase Price(1) Debt(2) Proceeds
- ---------------- -------------- ---- --------
Brierwood $ 5,400,000 ($3,753,000) $1,647,000
Somerset Village 10,000,000 (6,352,000) 3,648,000
------------ ------------- -----------
Total $15,400,000 ($10,105,000) $5,295,000
Less General Partner Loan at 3/31/96 (650,000)
-----------
$4,645,000
==========
Number of Limited Partnership Units: 37,447
Total Distributable Proceeds per
Limited Partnership Unit ($4,645,000 / 37,447) $124.04
=======
- ---------------------
(1)Equity Residential will pay mortgage assumption fees (if any) and related
closing costs. There are no brokerage commissions. We are assuming that
prorations or other closing costs payable by the Partnership (if any) will come
from Partnership working capital.
(2)Estimated loan balance assuming a June, 1996 closing.
