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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.,
A DELAWARE LIMITED PARTNERSHIP
(Name of Subject Company)
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.,
A DELAWARE LIMITED PARTNERSHIP
(Name of Person Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
DAVIDSON DIVERSIFIED PROPERTIES, INC.
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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AMENDMENT NO. 2 TO SCHEDULE 14D-9
This Amendment No. 2 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 originally filed with the Commission
on August 27, 1998, as amended by Amendment No. 1 filed with the Commission on
October 19, 1998 (the "Statement") by Davidson Diversified Real Estate II, L.P.,
a Delaware limited partnership (the "Partnership"), relating to the tender offer
by Cooper River Properties, L.L.C. (the "Purchaser") for up to 400 of the
outstanding units of limited partnership interest ("Units") in the Partnership,
at $6,000 per Unit, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 27, 1998 and the
related Assignment of Partnership Interest (which, together with any supplements
or amendments, collectively constitute the "Offer") attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Commission by the Purchaser on August 27, 1998.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Statement.
The following Items of the Statement are hereby supplemented and/or
amended as follows:
ITEM 2. TENDER OFFER OF THE BIDDER.
The Purchaser has amended its Offer pursuant to a First Supplement
dated December 15, 1998 (the "Supplement"), and thereby offers to purchase up to
400 of the outstanding Units at a reduced purchase price of $3,067 per Unit, net
to the seller in cash, without interest, upon the terms and conditions set forth
in the Offer to Purchase, the Supplement and the Assignment of Partnership
Interest. The Bidders have filed Amendment No. 5 to the Tender Offer Statement
on Schedule 14D-1 with respect to the Supplement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer has been extended to 5:00 p.m., New York time, on Thursday,
December 31, 1998.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(2) Form of Cover Letter to Limited Partners of the Partnership,
dated December 15, 1998.
2
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SIGNATURE
After due 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: December 15, 1998
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.,
a Delaware limited partnership
By: Davidson Diversified Properties, Inc.,
its Managing General Partner
By: /s/ PATRICK J. FOYE
--------------------------------------
Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(2) Form of Cover Letter to Limited Partners of the Partnership dated December 15, 1998.
</TABLE>
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EXHIBIT (a)(2)
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
December 15, 1998
Dear Limited Partner:
The Managing General Partner has been advised that Cooper River
Properties, L.L.C. ("Cooper River"), which is an affiliate of the Managing
General Partner, has reduced its purchase price and now seeks to purchase up to
400 Units for $3,067 per Unit (the "Offer").
Due to the affiliation between the Managing General Partner of the
Partnership and Cooper River, the Managing General Partner is subject to certain
conflicts of interest in connection with the response to the Offer. As a result,
the Partnership and the Managing General Partner are remaining neutral as to
whether Limited Partners should tender their Units in response to the Offer.
Sincerely,
Davidson Diversified Real Estate II, L.P.
