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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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
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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 ERP Operating Limited Partnership, an Illinois limited
partnership with its business address located at Two North Riverside
Plaza, Chicago, Illinois 60606.
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 Davidson Diversified Properties, Inc.'s
December 16, 1999 letter (the "Letter") and in the Litigation
Settlement Offer (the "Offer"), dated November 15, 1999, concerning the
position of the General Partner of the Partnership and the Partnership
regarding the offer by ERP Operating Limited Partnership and by AIMCO
Properties, L.P., is incorporated herein by reference. The Offer is
included as Exhibit (a)(1) and the Letter is included as Exhibit (a)(2)
herein.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) The information set forth in the Offer under "The Offer -
Section 9. Background and Reasons for the Offer - Comparison
of Considerations to Alternative Consideration - Prior Tender
Offers" and "The Offer - Section 13. Certain Information
Concerning Your Partnership - Beneficial Ownership of
Interests in Your Partnership" is incorporated herein by
reference.
(b) Units held by AIMCO Properties, L.P. or its affiliates will
not be tendered.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) - (b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offer and the Supplement are incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) 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)(2) Letter dated December 16, 1999 of Davidson Diversified
Properties, Inc.
(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).
(b) Not Applicable.
(c) Not Applicable.
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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: December 16, 1999
DAVIDSON DIVERSIFIED
REAL ESTATE II, L.P.
a Delaware limited partnership
By: DAVIDSON DIVERSIFIED
PROPERTIES, INC.
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its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1) 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)(2) Letter dated December 16, 1999 of Davidson Diversified
Properties, Inc.
(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).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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DAVIDSON DIVERSIFIED REAL ESTATE II, L.P.
C/O RIVER OAKS PARTNERSHIP SERVICES
P.O. BOX 2065
SOUTH HACKENSACK, NEW JERSEY 07606-2065
(888) 349-2005 OR (201) 896-1900
December 16, 1999
Dear Limited Partner:
ERP Operating Limited Partnership is offering to purchase units in your
partnership, Davidson Diversified Real Estate II, L.P., for $5,700 per unit.
AIMCO Properties, L.P. is offering to purchase your units for a price of
6,043.06 per unit.
As general partner of your partnership we believe that the offer of
AIMCO Properties, L.P. is fair. However, we also believe that you must make your
own decision whether or not to participate in any offer, based upon a number of
factors, including several factors that may be personal to you, such as your
financial position, your need or desire for liquidity, your preferences
regarding the timing of when you might wish to sell your units, other financial
opportunities available to you, and your tax position and the tax consequences
to you of selling your units. We note that the offer of AIMCO Properties, L.P.
is currently at the highest price of the two offers and if you wish to sell your
units for cash, you should do so at the highest price. Therefore, we recommend
against tendering in the ERP Operating Limited Partnership's offer. We are an
affiliate AIMCO Properties, L.P.
LIMITED PARTNERS ARE URGED TO READ ANY AND ALL TENDER OFFER MATERIAL IN THEIR
ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS.
Very truly yours,
Davidson Diversified Properties, Inc.
General Partner
