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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 INCOME REAL ESTATE, L.P.
(Name of Subject Company)
DAVIDSON INCOME REAL ESTATE, 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
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
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 Income Real Estate, L.P., a Delaware limited
partnership (the "Partnership"), with its business address located at
1873 South Bellaire Street, 17th Floor, 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 AIMCO Properties, L.P.'s Offer to Purchase
(the "Offer to Purchase"), dated July 30, 1999, and Letter to Limited
Partners, dated September 30, 1999, is incorporated herein by
reference. The Offer to Purchase was included as Exhibit (a)(2) to the
original Schedule 14D-9 and the Letter to Limited Partners, dated
September 30, 1999, is included as Exhibit (a)(1) herein.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offer to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Comparison of Considerations to Alternative Consideration --
Prior Tender Offer" and "The Offer -- Section 13. Certain
Information Concerning Your
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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 to Purchase and AIMCO Properties, L.P.'s Supplement
to the Offer to Purchase, dated September 30, 1999 (the
"Supplement"), are incorporated herein by reference. The
Supplement is included as Exhibit (a)(4) hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated September 30, 1999.
(a)(2) Offer to Purchase, dated July 30, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated July 30,
1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 3 to
the Schedule 14D-1 of AIMCO Properties, L.P. is incorporated
herein by reference).
(a)(4) Supplement to Offer to Purchase, dated September 30, 1999
(Exhibit (a)(7) to Amendment No. 3 to the Schedule 14D-1 of
AIMCO Proper ties, L.P., 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: September 30, 1999
DAVIDSON INCOME REAL ESTATE, L.P.
a Delaware limited partnership
By: DAVIDSON DIVERSIFIED
PROPERTIES, INC.
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
(a)(1) Letter to Limited Partners, dated September 30, 1999.
(a)(2) Offer to Purchase, dated July 30, 1999 (Exhibit (a)(1) to the
Schedule 14D-1 of AIMCO Properties, L.P., dated July 30,
1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal (Exhibit (a)(2) to Amendment No. 3 to the
Schedule 14D-1 of AIMCO Properties, L.P. is incorporated herein by
reference).
(a)(4) Supplement to Offer to Purchase, dated September 30, 1999
(Exhibit (a)(7) to Amendment No. 3 to the Schedule 14D-1 of
AIMCO Proper ties, L.P., is incorporated herein by
reference).
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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Exhibit (a)(1)
DAVIDSON INCOME REAL ESTATE, L.P.
1873 South Bellaire Street, 17th Floor
Denver, Colorado 80222
September 30, 1999
Dear Limited Partner:
We understand that you will receive from ERP Operating Limited
Partnership an offer to purchase up to 26,766 limited partnership units at $385
per unit of Davidson Income Real Estate, L.P. (the "Partnership"). Further, we
understand that you are to receive a Supplement, dated September 30, 1999, from
AIMCO Properties, L.P. which increases its offer price for any and all units of
the Partnership to $390 per unit.
The Partnership, through its general partner, Davidson Diversified
Properties, Inc. (the "General Partner"), is required by the rules of the
Securities and Exchange Commission to make a recommendation whether you should
accept or reject such offers, or whether the Partnership is remaining neutral
with respect to such offers. The General Partner is not making any
recommendation with respect to any offer for the reason set forth under "The
Offer-Section 10. Position of Your General Partner of Your Partnership with
Respect to the Offer" in the Offer to Purchase, dated July 30, 1999, of AIMCO
Properties, L.P., which was previously sent to you. However, it should be noted
that the amended offer of AIMCO Properties, L.P. is at the highest price of the
two offers. If you wish to sell your units for cash, you should do so at the
highest price.
Please note that the General Partner is an affiliate of AIMCO
Properties, L.P.
If you have any questions or would like further information about
other possible opportunities to sell your units, please contract River Oaks
Partnership Services, Inc. at (888) 349-2005.
DAVIDSON DIVERSIFIED PROPERTIES, INC.
General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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