<PAGE> 1
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
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
(Name of Subject Company)
DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
(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
COLORADO CENTER, TOWER TWO
2000 SOUTH COLORADO BOULEVARD, SUITE 2-1000
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
Davidson Diversified Real Estate II, L.P., a Delaware limited partnership
(the "Partnership"), with its business address located at Colorado Center,
Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, 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 Colorado Center, Tower
Two, 2000 South Colorado Boulevard, Suite 2-1000, 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 a Litigation Settlement
Offer, dated November 15, 1999 (the "Litigation Settlement Offer"),
a copy of which is included as Exhibit (a)(2) hereto. The
information set forth in the Litigation Settlement Offer under "The
Offer -- Section 9. Background and Reasons for the Offer" and "The
Offer -- Section 11. Conflicts of Interest and Transactions with
Affiliates" in the Litigation Settlement Offer is incorporated
herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The information set forth in Item 4 to Amendment No. 1 of Schedule
14D-9 of the Partnership relating to a tender offer by ERP Operating
Limited Partnership, dated December 23, 1999, is incorporated herein
by reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
2
<PAGE> 3
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Litigation Settlement Offer under
"The Offer -- Section 9. Background and Reasons for the Offer --
Comparison of Consideration to Alternative Consideration -- Our
Prior Tender Offer" 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 Litigation Settlement Offer is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated November 15, 1999 (Previously
filed).
(a)(2) Litigation Settlement Offer, dated November 15, 1999 (Exhibit (a)(1)
to the Schedule 14D-1 of AIMCO Properties, L.P., dated November 15,
1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 1 to the
Schedule 14D-1 of AIMCO Properties, L.P., dated December 16, 1999,
is incorporated herein by reference).
(a)(4) Supplement to the Litigation Settlement Offer, dated December 16,
1999, (Exhibit (a)(4) to Amendment No. 1 to the Schedule 14D-1 of
AIMCO Properties, L.P., dated December 16, 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: December 23, 1999
DAVIDSON DIVERSIFIED
REAL ESTATE II, L.P.
a Delaware limited partnership
By: DAVIDSON DIVERSIFIED
PROPERTIES, INC.
--------------------------------------
its General Partner
By: /s/ Patrick J. Foye
--------------------------------------
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 November 15, 1999
(Previously filed).
(a)(2) Litigation Settlement Offer, dated November 15, 1999
(Exhibit (a)(1) to the Schedule 14D-1 of AIMCO
Properties, L.P., dated November 15, 1999, is
incorporated herein by reference).
(a)(3) Letter of Transmittal, (Exhibit (a)(2) to Amendment No.
1 to the Schedule 14D-1 of AIMCO Properties, L.P., dated
December 16, 1999, is incorporated herein by reference).
(a)(4) Supplement to the Litigation Settlement Offer, dated
December 16, 1999, (Exhibit (a)(4) to Amendment No. 1
to the Schedule 14D-1 of AIMCO Properties, L.P.,
dated December 16, 1999, is incorporated herein by
reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
