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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
CONSOLIDATED CAPITAL PROPERTIES V,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
CONSOLIDATED CAPITAL PROPERTIES V,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
N/A
(Cusip Number of Class of Securities)
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WILLIAM H. JARRARD, JR.
PRESIDENT
CONCAP EQUITIES, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(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.
The name of the subject company is Consolidated Capital Properties
V, a California limited partnership (the "Partnership"), and the address of the
principal executive offices of the Partnership is One Insignia Financial Plaza,
Greenville, South Carolina 29602. The title of the class of equity securities
to which this statement relates is the units of limited partnership interest
("Units") of the Partnership.
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to an offer by Cooper River Properties,
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 40,000 of the outstanding Units at a purchase price of $33 per Unit, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in an Offer to Purchase dated July 30, 1998 (the "Offer to
Purchase") and related Assignment of Partnership Interest (which collectively
constitute the "Offer"). A Tender Offer Statement on Schedule 14D-1 with
respect to the Offer has been filed by the Purchaser, Insignia Properties,
L.P., a Delaware limited partnership ("IPLP"), Insignia Properties Trust, a
Maryland real estate investment trust ("IPT") and Insignia Financial Group,
Inc., a Delaware corporation ("Insignia") (collectively, the "Bidders").
The address of the Purchaser's principal executive offices is One
Insignia Financial Plaza, Greenville, South Carolina 29602.
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)(1) The Partnership's general partner is ConCap Equities, Inc., a
Delaware corporation (the "General Partner"), and an affiliate of the
Purchaser.
Upon the Partnership's formation in 1983, Consolidated Capital
Equities Corporation ("CCEC"), a Colorado corporation, was the corporate
general partner and Consolidated Capital Group, a California general
partnership, was the non-corporate general partner. As a result of a succession
of agreements, CCEC became the Partnership's managing general partner. In 1988,
through a series of transactions, Southmark Corporation acquired control of
CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the
United States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan,
the General Partner acquired CCEC's general partner interests in the
Partnership and in 15 other affiliated public limited partnerships (the
"Affiliated Partnerships") and the General Partner replaced CCEC as the
managing general partner of the Partnership (and as the managing general
partner of each of the Affiliated Partnerships). The selection of the General
Partner as the general partner of the Partnership (and of each of the
Affiliated Partnerships) was approved by a majority of the Limited Partners in
the Partnership (and by a majority of the limited partners in each of the
Affiliated Partnerships) pursuant to solicitations commenced in August 1990.
Insignia acquired the stock of the General Partner through two transactions in
December 1994 and October 1995, and contributed that stock to IPT in December
1996 in connection with IPT's formation.
The General Partner is a wholly-owned subsidiary of IPT. The
Purchaser is a newly-formed, wholly-owned subsidiary of IPLP, which is the
operating partnership of IPT. IPT is the sole general partner of IPLP (owning
approximately 66% of the total equity interests in
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IPLP) and Insignia is the sole limited partner of IPLP (owning approximately
34% of the total equity interests in IPLP). Insignia and its affiliates also
own approximately 68% of the outstanding common shares of IPT.
For more than the past three years, Insignia Residential Group, L.P.
("IRG") and Insignia Commercial Group, Inc. ("ICG"), which are affiliates of
Insignia and the Purchaser, have provided property management services to the
Partnership, and Insignia (directly or through affiliates) has performed asset
management, partnership administration and investor relations services for the
Partnership.
By reason of the relationships described in the three preceding
paragraphs, the General Partner has conflicts of interest in considering the
Offer.
The Partnership paid IRG and ICG property management fees for
property management services in the amounts of approximately $215,000, $204,000
and $246,000 for the years ended December 31, 1997, 1996 and 1995,
respectively, and has paid IRG and ICG property management fees equal to
$59,000 during the first three months of 1998. The Partnership reimbursed the
General Partner and its affiliates (including Insignia) for expenses incurred
in connection with asset management and partnership administration services
performed by them for the Partnership during 1997, 1996 and 1995 in the amounts
of $151,000, $158,000 and $173,000, respectively, and has reimbursed them for
such services in the amount of $30,000 through March 31, 1998. The
reimbursement amounts for the three months ended March 31, 1998 and the years
ended December 31, 1997 and 1996 include $2,000, $33,000 and $4,000,
respectively, which amounts were paid to an affiliate of the General Partner
for costs incurred in connection with construction oversight services. The
Partnership also paid $69,000 and $9,000 for the years ended December 31, 1997
and 1996, respectively, and $1,000 for the three months ended March 31, 1998,
to an affiliate of the General Partner for commercial lease commissions. In
1997 and 1996, the Partnership paid an affiliate of the General Partner
approximately $5,500 and $36,000, respectively, for loan costs incurred in
connection with refinancing the debt encumbering two of the Partnership's
properties. For the period July 1, 1995 through August 31, 1997, the
Partnership insured its properties under a master policy through an agency
affiliated with the General Partner, but with an insurer unaffiliated with the
General Partner. An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the then current year's
master policy. That agent assumed the financial obligations to the affiliate of
the General Partner who received payments on these obligations from the agent.
Insignia and the General Partner believe that the aggregate financial benefit
derived by Insignia and its affiliates from such arrangement was immaterial.
As described above, the Purchaser and the General Partner are
affiliates of and controlled by IPT, which is controlled by Insignia. The
General Partner has conflicts of interest with respect to the Offer, including
conflicts resulting from its affiliation with IPT and the Purchaser. The
General Partner also would have conflicts of interest including (i) as a result
of the fact that a sale or liquidation of the Partnership's assets would result
in a decrease or elimination of the fees paid to the General Partner and/or its
affiliates and (ii) as a consequence of the Purchaser's ownership of Units,
because the Purchaser (which is an affiliate of the General Partner) may have
incentives to seek to maximize the value of its ownership of Units, which in
turn may result in a conflict for the General Partner in attempting to
reconcile the interests of the Purchaser (which is an affiliate of the General
Partner) with the interests of the other Limited Partners. In addition, the
Purchaser (which is an affiliate of the General Partner) is making the Offer
with a view to making a profit. Accordingly, there is a conflict between
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the desire of the Purchaser (which is an affiliate of the General Partner) to
purchase Units at a low price and the desire of the Limited Partners to sell
their Units at a high price.
As described in the Offer to Purchase, the Purchaser (which is an
affiliate of the General Partner) expects to pay for the Units it purchases
pursuant to the Offer with funds provided by IPLP as capital contributions.
IPLP in turn intends to use its cash on hand and, if necessary, borrowings from
its credit facility with a commercial bank and financial institution to make
such contributions. See Section 12 of the Offer to Purchase. It is possible,
however, that in connection with its future financing activities, IPT or IPLP
may cause or request the Purchaser (which is an affiliate of the General
Partner) to pledge the Units as collateral for loans, or otherwise agree to
terms which provide IPT, IPLP and 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 "balloon" maturity after a
relatively short time or bears a high or increasing interest rate. In such a
situation, the General Partner may experience a conflict of interest in seeking
to reconcile the best interests of the Partnership with the need of its
affiliates for cash flow from the Partnership's activities.
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 Partnership, including decisions regarding liquidation, amendments to the
Limited Partnership Agreement, removal and replacement of the General Partner
and mergers, consolidations and other extraordinary transactions. Because IPT
already owns (through IPLP) approximately 26% of the outstanding Units,
however, it will be able to significantly influence the outcome of all voting
decisions with respect to the Partnership regardless of the number of Units the
Purchaser acquires pursuant to the Offer. This means that (i) non-tendering
Limited Partners could be prevented from taking action they desire but that IPT
(which is an affiliate of the General Partner) opposes and (ii) IPT (which is
an affiliate of the General Partner) may be able to take action desired by IPT
but opposed by the non-tendering Limited Partners.
Under the Limited Partnership Agreement, Limited Partners holding a
majority of the Units are entitled to take action with respect to a variety of
matters, including removal of the General Partner and in certain circumstances
election of a new or successor general partners, dissolution of the
Partnership, the sale of all or substantially all of the assets of the
Partnership, and most types of amendments to the Limited Partnership Agreement.
In general, IPLP and the Purchaser (which are affiliates of the General
Partner) will vote the Units owned by them in whatever manner they deem to be
in the best interest of IPT, which, because of their relationship with the
General Partner, also may be in the interest of the General Partner, but may
not be in the interest of other Limited Partners.
To the best knowledge of the General Partner, except as described in
this Schedule 14D- 9, there are no other material agreements, arrangements,
understandings or any actual or potential conflicts of interest between the
Partnership, the General Partner and their affiliates and the Bidders, their
executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Because of the existing and potential future conflicts of interest
described in Item 3 above, the Partnership and the General Partner are
remaining neutral and making no recommendation as to whether Limited Partners
should tender their Units in response to the Offer.
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ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has
employed, retained or compensated, or intends to employ, retain or compensate,
any person or class of person to make solicitations or recommendation to
Limited Partners on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTEREST WITH RESPECT TO SECURITIES.
None.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Litigation. On March 24, 1998, certain persons claiming to own
limited partner interests in certain limited partnerships (including the
Partnership) whose general partners (the "General Partners") are affiliates of
Insignia (the "Partnerships") filed a purported class and derivative action in
California Superior Court in the County of San Mateo (the "Complaint") against
Insignia, the General Partners (including the General Partner), certain persons
and entities who purportedly formerly controlled the General Partners, and
additional entities affiliated with and individuals who are officers, directors
and/or principals of several of the defendants. The complaint contains
allegations that, among other things, (i) the defendants breached their
fiduciary duties to the plaintiffs by selling or agreeing to sell their
"fiduciary positions" as stockholders, officers and directors of the General
Partners for a profit and retaining said profit rather than distributing it to
the plaintiffs; (ii) the defendants breached their fiduciary duties by
mismanaging the Partnerships and misappropriating the assets of the
Partnerships by (a) manipulating the operations of the Partnerships to depress
the trading price of limited partnership units (the "Units") of the
Partnerships; (b) coercing and fraudulently inducing unitholders to sell Units
to certain of the defendants at depressed prices; and (c) using the voting
control obtained by purchasing Units at depressed prices to entrench certain of
the defendants' positions of control over the Partnerships; and (iii) the
defendants breached their fiduciary duties to the plaintiffs by (a) selling
assets of the Partnerships such as mailing lists of unitholders; and (b)
causing the General Partners to enter into exclusive arrangements with their
affiliates to sell goods and services to the General Partners, the unitholders
and tenants of Partnership properties. The complaint also alleges that the
foregoing allegations constitute violations of various California securities,
corporate and partnership statutes, as well as conversion and common law fraud.
The complaint seeks unspecified compensatory and punitive damages, an
injunction blocking the sale of control of the General Partners to AIMCO and a
court order directing the defendants to discharge their fiduciary duties to the
plaintiffs. As of the date of this Offer to Purchase, defendants have not
served or filed a reply to the complaint. IPT and Insignia believe that the
allegations contained in the Complaint are without merit and intend to
vigorously contest the plaintiffs' action.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of cover letter to Limited Partners of the Partnership
dated July 30, 1998.
(b) None.
(c) None.
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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 30, 1998
CONSOLIDATED CAPITAL PROPERTIES V,
a California limited partnership
By: CONCAP EQUITIES, INC.
Its General Partner
By: /s/ William H. Jarrard, Jr.
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William H. Jarrard, Jr.
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a) Form of cover letter to Limited Partners from the
Partnership dated July 30, 1998.
(b) None.
(c) None.
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Exhibit (a)
Consolidated Capital Properties V
July 30, 1998
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by Consolidated
Capital Properties V (the "Partnership") with the Securities and Exchange
Commission in connection with an offer (the "Offer") by Cooper River
Properties, L.L.C., a Delaware limited liability company (the "Purchaser"),
Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia
Properties Trust, a Maryland real estate investment trust ("IPT"), and Insignia
Financial Group, Inc., a Delaware corporation ("Insignia," and together with
IPLP, IPT and the Purchaser, the "Bidders"), to purchase units of limited
partnership interest ("Units") in the Partnership.
The Partnership's general partner is ConCap Equities, Inc. (the
"General Partner"), which is an affiliate of the Bidders. Due to the
affiliation between the General Partner of the Partnership and the Bidders, the
General Partner is subject to certain conflicts of interest in connection with
the response to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST,
NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNER EXPRESSES ANY OPINION AS TO THE
OFFER AND EACH IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER
LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER.
Limited Partners are advised to carefully read the enclosed Schedule 14D-9.
Consolidated Capital Properties V
