CONSOLIDATED CAPITAL PROPERTIES V
SC 14D9, 1999-07-02
REAL ESTATE INVESTMENT TRUSTS
Previous: ANGELES INCOME PROPERTIES LTD III, SC 14D1/A, 1999-07-02
Next: CONSOLIDATED CAPITAL PROPERTIES V, SC 14D1/A, 1999-07-02



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                 SCHEDULE 14D-9

               SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934




                        CONSOLIDATED CAPITAL PROPERTIES V
                            (Name of Subject Company)

                        CONSOLIDATED CAPITAL PROPERTIES V
                       (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



<PAGE>   2






ITEM 1.   SECURITY AND SUBJECT COMPANY.

          This Statement relates to units of limited partnership interest of
     Consolidated Capital Properties V, 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 Peachtree Partners, with its business address located at 3116 E. Shea
     Boulevard, Phoeniz, Arizona 85028.

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) Not applicable.

ITEM 4.   THE SOLICITATION OR RECOMMENDATION.

          (a), (b) The information in the "Offer to Purchase" of AIMCO
          Properties, L.P. (the "Offer to Purchase") and the Supplement to the
          Offer to Purchase, dated July 1, 1999 (the "Supplement"), copies of
          which are included as Exhibits (a)(2) and (a)(4) hereto, respectively,
          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.

     (a)  The information set forth in the Offer to Purchase under "The Offer --
          Section 13. Certain Information Concerning Your Partnership--
          Beneficial Ownership of Interests in Your Partnership" is incorporated
          herein by reference.

     (b)  AIMCO Properties, L.P., an affiliate of the Partnership, is making
          a tender offer for units in the Partnership. The information in the
          Offer to Purchase and Supplement is hereby incorporated herein by
          reference.

                                       2

<PAGE>   3


ITEM 7.   CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

     (a)-(b) The information in the Supplement is hereby incorporated herein
             by reference.

ITEM 8.   ADDITIONAL INFORMATION TO BE FURNISHED.

          The Offer to Purchase and the Supplement are incorporated herein by
          reference.

ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS

   (a)(1) Letter to Limited Partners, dated July 1, 1999.

   (a)(2) Offer to Purchase, dated June 2, 1999 (Exhibit (a)(1) to the
          Schedule 14D-1 of AIMCO Properties, L.P., dated June 2, 1999, is
          incorporated herein by reference).

   (a)(3) Letter of Transmittal, dated July 1, 1999 (Exhibit (a)(2) to
          Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated
          July 1, 1999 is incorporated herein by reference).

   (a)(4) Supplement to Offer to Purchase, dated July 1, 1999 (Exhibit (a)(4)
          to Amendment No. 1 to the Schedule 14D-1 of AIMCO Properties, L.P.,
          dated July 1, 1999 is incorporated herein by reference).

   (b)    Not Applicable.

   (c)    Not Applicable.


                                       3

<PAGE>   4



                                    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 1, 1999




                                             CONSOLIDATED CAPITAL PROPERTIES V
                                             a California limited partnership

                                             By:  CONCAP EQUITIES, INC.
                                                  its General Partner


                                             By: /s/ Patrick J. Foye
                                                 ------------------------------
                                                 Executive Vice President


                                       4

<PAGE>   5

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

      EXHIBIT NO.           DESCRIPTION
      -----------           -----------
<S>              <C>
         (a)(1)   Letter to Limited Partners, dated July 1, 1999.

         (a)(2)   Offer to Purchase, dated June 2, 1999 (Exhibit (a)(1) to the
                  Schedule 14D-1 of AIMCO Properties, L.P., dated June 2, 1999,
                  is incorporated herein by reference).

         (a)(3)   Letter of Transmittal, dated July 1, 1999  (Exhibit (a)(2)
                  to Amendment No. 1 to the Schedule 14D-1 of AIMCO
                  Properties, L.P., dated July 1, 1999 is incorporated by
                  reference).

         (a)(4)   Supplement to Offer to Purchase, dated July 1, 1999 (Exhibit
                  (a)(4) to Amendment No. 1 to the Schedule 14D-1 of AIMCO
                  Properties, L.P., dated July 1, 1999 is incorporated by
                  reference).

         (b)      Not Applicable.

         (c)      Not Applicable.
</TABLE>



                                        5


<PAGE>   1

                                                                  Exhibit (a)(1)

                        CONSOLIDATED CAPITAL PROPERTIES V
                         55 Beattie Place, P.O. Box 2347
                        Greenville, South Carolina 29602

                                  July 1, 1999

Dear Limited Partner:

         We understand that you have received from Peachtree Partners an offer
to purchase up to 4.9% of the outstanding limited partnership units at $28 per
unit of Consolidated Capital Properties V (the "Partnership").

         The Partnership, through its general partner, ConCap Equities, Inc.
(the "General Partner"), is required by the rules of the Securities and Exchange
Commission to make a recommendation whether you should accept or reject such
offer, or whether the Partnership is remaining neutral with respect to such
offer. The General Partner is not making any recommendation with respect to such
offer for the reason set forth under "The Offer - Section 10. Position of Your
General Partner of Your Partnership with Respect to the Offer" in the enclosed
Supplement, dated July 1, 1999, to the Offer to Purchase, dated June 2, 1999, of
AIMCO Properties, L.P. However, it should be noted that such offer is at a lower
price and for less units than the offer being made by AIMCO Properties, L.P.,
which is for 55,455.45 units at $30 per unit.

         Please note that the General Partner is an affiliate of AIMCO
Properties, L.P.

         If you have any questions or would like further information about other
possible opportunities to sell your units, please contract River Oaks
Partnership Services, Inc. at (888) 349-2005.

                                                  CONCAP EQUITIES, INC.
                                                  General Partner


                                                  By: /s/  Patrick J. Foye
                                                     ---------------------------
                                                     Patrick J. Foye
                                                     Executive Vice President


                                       6


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission