<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
-----------------------------
DAVIDSON INCOME REAL ESTATE, L.P.
(Name of Subject Company)
COOPER RIVER PROPERTIES, L.L.C.
INSIGNIA PROPERTIES, L.P.
INSIGNIA PROPERTIES TRUST
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
(Bidders)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(Cusip Number of Class of Securities)
PATRICK J. FOYE
EXECUTIVE VICE PRESIDENT
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 Notices and Communications on Behalf of Bidders)
Copy to:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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AMENDMENT NO. 5 TO SCHEDULE 14D-1
This Amendment No. 5 amends and supplements the Tender Offer
Statement on Schedule 14D-1 originally filed with the Commission on August 27,
1998, as amended by Amendment No. 1 filed with the Commission on September 28,
1998, Amendment No. 2 filed with the Commission on October 5, 1998, Amendment
No. 3 filed with the Commission on October 19, 1998 and Amendment No. 4 filed
with the Commission on November 17, 1998 (the "Statement") by Cooper River
Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"),
Insignia Properties Trust ("IPT") and Apartment Investment and Management
Company ("AIMCO") relating to the tender offer of the Purchaser for up to 9,000
of the outstanding units of limited partnership interest (the "Units") of
Davidson Income Real Estate, L.P. (the "Partnership"), at a purchase price of
$375 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 (the "Offer
to Purchase") and the related Assignment of Partnership Interest (which,
together with any supplements or amendments, collectively constitute the
"Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Offer to Purchase and the original Statement.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(b) Cooper River Properties, L.L.C., a Delaware limited liability
company (the "Purchaser"), has reduced its purchase price and now is offering to
purchase up to 9,000 of the outstanding units of limited partnership interest
("Units") of the Partnership at a purchase price of $324 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 (the "Offer to Purchase"), the First
Supplement to the Offer to Purchase, dated December 15, 1998 (the "Supplement"),
and the related Assignment of Partnership Interest (which, together with any
further supplements or amendments, collectively constitute the "Offer"). Copies
of the Offer to Purchase, Assignment of Partnership Interest and the Supplement
are filed as Exhibits (a)(1), (a)(2) and (a)(9), respectively. The information
set forth in the Offer to Purchase under "Introduction" and the information set
forth in the Supplement is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) As a result of the decrease in the Purchase Price, the total amount
of funds necessary to purchase the maximum number of Units sought in the Offer
and to pay related fees and expenses will be approximately $4,000,000. The
information set forth in the Offer to Purchase in Section 10 ("Conflicts of
Interest and Transactions with Affiliates"), in Section 12 ("Source of Funds")
and in the Supplement is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(f) The information set forth in the Offer to Purchase, the
Assignment of Partnership Interest and the Supplement, copies of which are filed
as Exhibits (a)(1), (a)(2) and (a)(9), respectively, is incorporated herein by
reference in its entirety.
The Offer has been extended to 5:00 p.m., New York time, on
Thursday, December 31, 1998. On December 15, 1998, the Purchaser issued a press
release announcing such extension and reporting that approximately 4,248 Units
had been tendered pursuant to the Offer to date. A copy of the press release has
been filed as Exhibit (a)(11) to this Amendment No. 5 and is incorporated herein
by reference in its entirety.
2
<PAGE> 3
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Supplement, dated December 15, 1998.
(a)(10) Cover Letter, dated December 15, 1998, to Limited Partners
of the Partnership.
(a)(11) Text of press release issued by the Purchaser on December
15, 1998.
3
<PAGE> 4
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
COOPER RIVER PROPERTIES, L.L.C.
By: Insignia Properties, L.P.,
its managing member
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
------------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust,
its general partner
By: /s/ PATRICK J. FOYE
-----------------------------------
Patrick J. Foye
Executive Vice President
INSIGNIA PROPERTIES TRUST
By: /s/ PATRICK J. FOYE
-----------------------------------
Patrick J. Foye
Executive Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ PATRICK J. FOYE
-----------------------------------
Patrick J. Foye
Executive Vice President
4
<PAGE> 5
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(9) Supplement, dated December 15, 1998.
(a)(10) Cover Letter, dated December 15, 1998, to Limited Partners of
the Partnership.
(a)(11) Text of press release issued by the Purchaser on December 15,
1998.
<PAGE> 1
Exhibit (a)(9)
First Supplement to the Offer to Purchase dated August 27, 1998
COOPER RIVER PROPERTIES, L.L.C.
Has Amended its Offer and is Now Offering to Purchase
Up to 9,000 Units of Limited Partnership Interest
of
DAVIDSON INCOME REAL ESTATE, L.P.,
a Delaware limited partnership
at
$324 NET PER UNIT
===============================================================================
THE OFFER, WITHDRAWAL RIGHTS AND PRORATION PERIOD HAVE BEEN EXTENDED AND NOW
WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON THURSDAY, DECEMBER 31, 1998,
UNLESS THE OFFER IS EXTENDED
===============================================================================
December 15, 1998
To: The Limited Partners of
Davidson Income Real Estate, L.P.
This document supplements and updates the Offer to Purchase, dated
August 27, 1998, previously sent to you. It contains important information that
you should read carefully. Capitalized terms used but not defined in this
document have the same meanings as in the Offer to Purchase.
The Purchaser (which is an affiliate of the Managing General Partner)
has reduced the purchase price of the Offer and is now offering to purchase up
to 9,000 of the outstanding units of limited partnership interest ("Units") of
Davidson Income Real Estate, L.P., a Delaware limited partnership (the
"Partnership"), at a purchase price of $324 per Unit (the "Purchase Price"), net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated August 27, 1998, this First
Supplement and the related Assignment of Partnership Interest.
Procedures for tendering Units are set forth in Section 3 of the Offer
to Purchase. Limited Partners who previously tendered Units and who wish to
receive the new, lower price of $324 per Unit do not need to take any further
action.
THE PURCHASER NO LONGER IS OFFERING TO PURCHASE UNITS FOR $375 PER UNIT
REGARDLESS OF WHETHER UNITS HAVE BEEN PREVIOUSLY TENDERED. LIMITED PARTNERS WHO
DESIRE TO WITHDRAW PREVIOUSLY TENDERED UNITS MAY DO SO IN ACCORDANCE WITH
SECTION 4 OF THE OFFER TO PURCHASE.
COOPER RIVER PROPERTIES, L.L.C.
--------------------------------
For More Information or for Further Assistance Please Call:
Beacon Hill Partners, Inc.
(800) 954-9486
<PAGE> 2
THE OFFER
SECTION 13. BACKGROUND OF THE OFFER.
Section 13 is hereby amended by the addition of the following
information:
Determination of Purchase Price.
Purchaser's Estimate of Gross Real Estate Value. The Purchaser
determined the Purchase Price based on the following information on the
Partnership as of December 31, 1997:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
1997 NOI (net of capital
Property Name expenditures) Capitalization Rate Gross Property Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bexley House $322,476 10.08% $3,200,000
- ----------------------------------------------------------------------------------------------------------------------------------
Covington Pointe $717,768 9.97% $7,200,000
- -----------------------------------------------------------------------------------------------------------------------------------
Lakeside $603,735 10.41% $5,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
North Springs $462,241 10.05% $4,600,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total $2,106,220 $20,800,000
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Gross valuation of the Partnership's properties............................................. $ 20,800,000
Plus: Cash and cash equivalents............................................................. 447,828
Plus: Other net assets...................................................................... 1,713,048
Less: Mortgage debt, including interest..................................................... (12,352,969)
Less: Accounts payable and other accrued liabilities........................................ (120,494)
Less: Other liabilities..................................................................... (84,375)
----------------
Partnership valuation before taxes and certain costs........................................ $ 10,403,038
Less: Disposition fees...................................................................... 0
Less: Extraordinary capital expenditures and deferred maintenance........................... (936,163)
Less: Closing costs......................................................................... (520,000)
----------------
Net valuation of the Partnership............................................................ $ 8,946,875
Percentage of liquidation proceeds allocated to holders of Units............................ 97.00%
----------------
Net valuation of Units...................................................................... $ 8,678,469
Total number of Units.......................................................... 26,776
----------------
Cash consideration per Unit................................................................. $ 324
================
</TABLE>
2
<PAGE> 1
Exhibit (a)(10)
COOPER RIVER PROPERTIES, L.L.C.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
December 15, 1998
To: The Limited Partners of
Davidson Income Real Estate, L.P.
Enclosed for your review and consideration are documents which
supplement and update the terms of an offer by Cooper River Properties, L.L.C.
("Cooper River") to purchase your units of limited partnership interests in
Davidson Income Real Estate, L.P. (the "Partnership"). Cooper River has reduced
the purchase price of its offer to $324 net to the seller in cash per Unit and
has extended its offer to 5:00 p.m. on Thursday, December 31, 1998. The purchase
price now being offered is still higher than any other third party tender offers
that have been commenced during the time that Cooper River's offer has been
open.
Cooper River lowered its purchase price because it considered the
properties' location, physical condition and deferred maintenance costs
associated with the Partnership's properties, each of which previously was not
taken into account in determining its original purchase price. Cooper River
updated its analysis of the Partnership's properties and subtracted the
additional liabilities, including deferred maintenance, from the gross value of
the Partnership's properties. This methodology is more thoroughly explained in
the First Supplement to the Offer to Purchase included with this letter. You are
urged to read those materials, along with the Offer to Purchase and related
materials previously sent to you, prior to deciding whether to tender your
Units.
LIMITED PARTNERS WHO PREVIOUSLY TENDERED UNITS AND WISH TO ACCEPT THE
NEW, LOWER PRICE DO NOT NEED TO TAKE ANY FURTHER ACTION. LIMITED PARTNERS WHO
DESIRE TO WITHDRAW PREVIOUSLY TENDERED UNITS MAY DO SO IN ACCORDANCE WITH
SECTION 4 OF THE OFFER TO PURCHASE.
If you have any questions concerning Cooper River's tender offer, or
need assistance completing the forms necessary to tender your Units, or would
like another copy of the Offer to Purchase, please contact our Information
Agent, Beacon Hill Partners, at (800) 854-9486.
Thank you.
Sincerely,
Cooper River Properties, L.L.C.
<PAGE> 1
Exhibit (a)(11)
COOPER RIVER PROPERTIES, L.L.C.
1873 South Bellaire Street
17th Floor
Denver, Colorado 80222
CONTACT: Edward McCarthy of Beacon Hill Partners, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
COOPER RIVER ANNOUNCEMENT
DENVER, COLORADO, December 15, 1998 - Cooper River Properties, L.L.C.
today announced that it has reduced the prices being offered in several
outstanding tender offers for limited partnership interests to the following
amounts: Consolidated Capital Institutional Properties/2 - $42 per Unit,
Davidson Diversified Real Estate I, L.P. - $2,400 per Unit, Davidson Diversified
Real Estate II, L.P. - $3,067 per Unit, Davidson Growth Plus, L.P. - $340 per
Unit and Davidson Income Real Estate, L.P. - $324 per Unit. The expiration date
for each tender offer has been extended to 5:00 p.m., New York time, on
Thursday, December 31, 1998. The offers were previously scheduled to expire at
5:00 p.m. on Monday, December 14, 1998.
Cooper River reported, based on information provided by the depositary
for the offers, that as of the close of business on December 14, 1998,
approximately 71,403.4 interests had been tendered pursuant to the Consolidated
Capital Institutional Properties/2 offer, approximately 113.85 interests had
been tendered pursuant to the Davidson Diversified Real Estate I offer,
approximately 201.5 interests had been tendered pursuant to the Davidson
Diversified Real Estate II offer, approximately 4,179.5 interests had been
tendered pursuant to the Davidson Growth Plus offer and approximately 4,248
interests had been tendered pursuant to the Davidson Income Real Estate offer.
Limited Partners who previously tendered Units will receive the new, lower
price. Limited Partners who decide to withdraw from the offers may do so in
accordance with the Offers to Purchase.
For further information, please contact Beacon Hill Partners at (800)
854-9486, which is acting as the Information Agent for the offers.
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