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
(Amendment No. 2)
BALCOR PENSION INVESTORS-VI
(Name of Subject Company)
BALCOR PENSION INVESTORS-VI
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Thomas E. Meador
Chairman
The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
(847) 267-1600
(Name, Address and Telephone Number of Persons Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
Copy To:
Herbert S. Wander
Lawrence D. Levin
Katten Muchin & Zavis
Suite 1600
525 West Monroe Street
Chicago, Illinois 60661-3693
(312) 902-5200
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This Amendment No. 2 to Schedule 14D-9 amends the Schedule 14D-9 (the
"Schedule 14D-9") filed by Balcor Pension Investors-VI, an Illinois limited
partnership (the "Partnership"), with the Securities and Exchange Commission on
May 29, 1996 and previously amended by Amendment No. 1 filed June 3, 1996. All
capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation
Item 4(v)(iv) hereby is amended by deleting the previous disclosure and
inserting in its place the following:
"The Partnership has sixteen remaining assets of which one is a
mortgage loan and fifteen are operating properties. In previous
communications, we indicated that our strategy was to dispose of the
remaining assets in the Partnership over the next four years. We also
indicated, however, that because of the current strength in the apartment
acquisition market, we were marketing the Partnership's remaining
residential properties for sale. In that regard, we have entered into a
contract to sell Shoal Run apartments and Hawthorne Heights apartments.
The sale of Hawthorne Heights apartments is scheduled to close before the
end of June. The negotiated prices are substantially the same as the
Alex. Brown valuations for such properties. If these sales are
successfully completed at the current price, the resulting distribution to
holders of Units will be approximately $14.30 per Unit or approximately
18% of the Walton Street offer price. In addition, the Partnership has
approved the sale of Jonathan's Landing apartments. The negotiated price
is approximately 14% above the Alex. Brown valuation for this property.
If this sale is consummated at the negotiated price, when added to the
projected distribution from Shoal Run and Hawthorne Heights, the total
distribution would be $21.60 per Unit or approximately 27% of the Walton
Street offer and the Partnership will still own thirteen assets. In
addition, the Partnership either currently is marketing or shortly will
commence marketing for sale four of the Partnership's office buildings.
If successful with such marketing and sales efforts, the previously
communicated liquidation time frame of four years will be accelerated.
The proceeds from the foregoing sales will be distributed to investors
upon the sale or distribution of assets. No assurance can be given that
the transactions with respect to Shoal Run apartments and Hawthorne
Heights apartments will be closed, that a contract will be entered into
with respect to Jonathan's Landing apartments, or what the final
distribution will be if the foregoing transactions are consummated."
Item 7. Certain Negotiations and Transactions by the Subject Company
Item 7 hereby is amended by removing the information presently provided in
Item 7(a) and inserting the following as a new Item 7(a):
"On June 3, 1996, the Partnership received a non-binding proposal
from Heitman/JMB Advisory Corporation ("Heitman") to purchase all of the
Partnership's remaining real properties and the Partnership's one
remaining mortgage loan. Inasmuch as this proposal included certain terms
and conditions which are not acceptable to the Partnership,
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representatives of the General Partner spoke with representatives of
Heitman in an attempt to determine the viability of the Heitman proposal
and to request additional information on certain matters, including
Heitman's source of capital. On June 6, 1996, the Partnership delivered a
non-binding counterproposal to Heitman setting forth the Partnership's
asking price for the assets which would be available for sale, and the
basic terms and conditions upon which the Partnership would be agreeable
to pursuing negotiations. As of this time, Heitman has not responded to
this counterproposal and accordingly, the General Partner does not know
whether or not the terms and conditions thereof are acceptable to Heitman.
Even if Heitman and the Partnership proceed with negotiations, the
Heitman Proposal is contingent on many factors including among others
Heitman's satisfactory due diligence review of the Partnership's
properties, the negotiation of a mutually acceptable purchase agreement
and Heitman's ability to obtain adequate capital to consummate the
transaction. Additionally, a sale of all or substantially all of the
Partnership's assets will require the approval of the holders of a
majority of the outstanding Units. If a contract for the sale of the
assets is executed with Heitman, the General Partner will attempt to
obtain the necessary Limited Partner approval through a proxy
solicitation.
As a result of the significant contingencies and conditions alluded
to above, there can be no assurance that a sale to Heitman will ultimately
be consummated, and in fact there is a very substantial risk that it will
not be. However, in the event that a sale of the assets is consummated at
the price contemplated in the Partnership's counterproposal, the net
proceeds from a sale to Heitman which would be available for distribution
to Limited Partners, when added to the Partnership cash reserves, would be
materially greater than the amount of the Walton Street Offer. Even in
the event that the sale to Heitman and the other sales described in the
Letter are consummated, there can be no assurance what actual dollar
amount of distributions to the Limited Partners will be achieved.
Except as set forth above, no negotiations are being undertaken or
are underway by the Partnership in response to the Offer which relate to
or would result in: (1) an extraordinary transaction such as a merger or
reorganization involving the Partnership or any affiliate controlled by
the Partnership; (2) a purchase, sale or transfer of a material amount of
assets by the Partnership or any affiliate controlled by the Partnership;
or (3) any material change in the present capitalization or distribution
policy of the Partnership."
Item 8. Additional Information to be Furnished.
Item 8(b)(i) hereby is amended to include the following additional
information:
"On June 5, in response to Motions to Dismiss filed by Walton Street
and Insignia, the Circuit Court of Cook County, Illinois, Chancery
Division, granted Walton Street's Motion to Dismiss and also granted
Insignia's Motion to Dismiss with leave to amend within 28 days. An
amended complaint asserting claims against Walton Street, Insignia and
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Balcor was filed on June 11, 1996. Walton Street and Insignia have moved
to dismiss the amended complaint. Balcor's answer or other response to
the amended complaint is due on or before July 10, 1996."
Item 9. Material to be Filed as Exhibits
1. Item 9 hereby is amended by removing "4. (c)(3) Alex. Brown
Valuation Report" and "5. (c)(4) The Darby Valuation Report" and substituting
"4. (c)(3) The Darby Valuation Report" and "5. (c)(4) Alex. Brown Valuation
Report"
2. Item 9 hereby is amended to include the following exhibit:
"6. (c)(5) Letter to Investors, dated June 17, 1996"
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: June 17, 1996 BALCOR PENSION INVESTORS-VI
By: Balcor Mortgage Advisors-VI,
its general partner
By: The Balcor Company,
a general partner
By: /s/Thomas E. Meador
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Thomas E. Meador, Chairman
<PAGE>
BALCOR PENSION INVESTORS-VI
P.O. BOX 7190
DEERFIELD, ILLINOIS 60015-7190
June 17, 1996
Dear Investor:
As you know, on May 20, 1996, Walton Street Capital Acquisition Co. II, L.L.C.
("Walton Street") announced an unsolicited offer to purchase up to
approximately 33% of the outstanding limited partnership interests ("Units") of
Balcor Pension Investors-VI (the "Partnership") at a price of $80 per Unit. In
our letter to you dated May 28, 1996, we informed you that we were expressing
no opinion and remaining neutral with respect to Walton Street's offer. While
our position with respect to the offer has not changed, we wanted to provide
you with certain additional information that may be useful to you in evaluating
the offer.
On June 3, 1996, the Partnership received a non-binding proposal from
Heitman/JMB Advisory Corporation ("Heitman") to purchase all of the
Partnership's remaining real properties and the Partnership's one remaining
mortgage loan. Inasmuch as this proposal included certain Partnership
properties which are already under contract or otherwise committed to third
parties (see our May 28 letter as updated pursuant to the discussion later in
this letter) and in addition contained terms and conditions which are not
acceptable to the Partnership, representatives of the General Partner spoke
with representatives of Heitman in an attempt to determine the viability of the
Heitman proposal and to request additional information on certain matters,
including Heitman's source of capital. On June 6, 1996, the Partnership
delivered a non-binding counterproposal to Heitman setting forth the
Partnership's asking price for the assets which would be available for sale,
and the basic terms and conditions upon which the Partnership would be
agreeable to pursuing negotiations. As of this time, Heitman has not responded
to this counterproposal and accordingly, the General Partner does not know
whether or not the terms and conditions thereof are acceptable to Heitman or
whether there will be further negotiations.
It must be kept in mind that even if Heitman and the Partnership proceed with
negotiations, the Heitman proposal is contingent on many factors including
among others Heitman's satisfactory due diligence review of the Partnership's
properties, the negotiation of a mutually acceptable purchase agreement and
Heitman's ability to obtain adequate capital to consummate the transaction.
Additionally, a sale of all or substantially all of the Partnership's assets
will require the approval of the holders of a majority of the outstanding
Units. If a contract for the sale of the assets is executed with Heitman, the
General Partner will attempt to obtain the necessary investor approval through
a proxy solicitation.
As a result of the significant contingencies and conditions stated above, there
can be no assurance that a sale to Heitman will ultimately be consummated or if
a sale is completed what the final terms will be. In fact there is a very
substantial risk that a sale will not be consummated. However, in the event
that a sale of the assets is consummated at the price contemplated in the
Partnership's counterproposal, the net proceeds from a sale to Heitman which
<PAGE>
would be available for distribution to investors, when added to the available
proceeds of the potential sales described in our May 28 letter and Partnership
cash reserves, would be materially greater than the amount of the Walton Street
offer. Even in the event that the sale to Heitman and the other sales
described in our May 28 letter are consummated, there can be no assurance what
actual dollar amount of distributions to the limited partners will be achieved.
As stated in our May 28 letter, we indicated that we were marketing the
Partnership's remaining residential properties for sale and that we had entered
into a letter of intent to sell Shoal Run apartments and a contract to sell
Hawthorne Heights apartments. The sale of Hawthorne Heights is scheduled to
close before the end of June and the Shoal Run apartments now are under
contract to be sold. The previously disclosed prices are unchanged. In
addition, we now have approved the sale of Jonathan's Landing apartments. The
negotiated price is approximately 14% above the Alex. Brown valuation for the
property. If the sale is consummated at the negotiated price, when added to
the projected distribution from Shoal Run and Hawthorne Heights, the total
distribution would be $21.60 per Unit or approximately 27% of the Walton Street
offer and the Partnership will still own thirteen assets. No assurance can be
given that a contract will be entered into with respect to the Jonathan's
Landing apartments, or what the final distribution will be if the transactions
described above are consummated. In addition, we are either currently
marketing or will shortly commence marketing for sale four of the Partnership's
office buildings. If we are successful with our marketing and sales efforts,
the previously communicated liquidation time frame of the Partnership will be
accelerated.
Under the terms of Walton Street's offer, as revised, Walton Street cannot,
until June 27, 1996, purchase and pay for any Units tendered prior to that
time, and you may withdraw Units tendered to Walton Street at any time prior to
5:00 p.m. Eastern Standard Time on June 27, 1996. If you wish to withdraw any
Units tendered to Walton Street, you may do so by complying with the withdrawal
procedures set forth in Walton Street's offer. Your General Partner will
continue to act in the manner it believes to be in the best interests of the
limited partners.
Very truly yours,
/s/Thomas E. Meador
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Thomas E. Meador, Chairman
Balcor Mortgage Advisors-VI
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