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As filed with the Securities and Exchange Commission on May 19, 1998
Commission File No. 0-13563
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9/A1
SOLICITATION/RECOMMENDATION STATEMENT
Pursuant to
SECTION 14(d)(4) of
THE SECURITIES EXCHANGE ACT OF 1934
DAMSON/BIRTCHER REALTY INCOME FUND-II
(Name of Subject Company)
DAMSON/BIRTCHER REALTY INCOME FUND-II
(Name of Person(s) Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
David Wohlberg, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
(Name, address and telephone number of person authorized to
receive notice and communications on behalf of the
person(s) filing statement)
1.
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INTRODUCTORY NOTE
This Amendment No. 1 to Schedule 14D-9 Solicitation/Recommendation
Statement (this "Amendment") relates to the limited partnership interests
("Interests") of Damson/Birtcher Realty Income Fund-II, a Delaware Limited
Partnership (the "Partnership"). The Interest are the subject of a tender offer
by Grape Investors, LLC, a Delaware Limited Liability Company ("Grape
Investors"). The Partnership's Schedule 14D-9 Solicitation/Recommendation
Statement is amended as set forth in this Amendment.
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ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 is hereby amended as follows:
(b) The Partnership's previous recommendation that limited partners
reject Grape Investors' tender offer was based on the factors set forth in the
Partnership's letter to limited partners dated May 6, 1998 attached as an
exhibit to the Solicitation/Recommendation Statement. In a supplemental letter
to limited partners dated May 19, 1998, a copy of which is attached as an
exhibit hereto and incorporated herein by reference, the Partnership elaborates
on its previous recommendation and provides some additional information
regarding the recent proposal from an unaffiliated third party to purchase all
of the Partnership's properties.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) 99.2 Supplemental letter dated May 19, 1998 to the limited
partners of the Partnership.
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Signature, After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DAMSON/BIRTCHER REALTY INCOME FUND II,
a Delaware limited partnership
By: BIRTCHER/LIQUIDITY PROPERTIES
General Partner
Damson/Birtcher Realty Income Fund II
By: BIRTCHER INVESTORS,
a California general partnership
By: BIRTCHER INVESTMENTS,
a California general partnership,
General Partner of Birtcher Partners
By: BIRTCHER LIMITED,
a California limited partnership,
General Partner of Birtcher Investments
By: BREICORP,
a California corporation,
formerly known as Birtcher Real
Estate Inc., General Partner of
Birtcher Limited
By: /s/ Robert M. Anderson
-----------------------------
Robert M. Anderson
Executive Director
BREICORP
Date: May 19, 1998
By: LF Special Fund I, L.P.,
a California limited partnership
By: Liquidity Fund Asset Management, Inc.,
a California corporation,
General Partner of LF Special Fund I, L.P.
By: /s/ Brent R. Donaldson
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Brent R. Donaldson
President
Liquidity Fund Asset Management, Inc.
Date: May 19, 1998
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EXHIBIT 99.2
BIRTCHER/LIQUIDITY PROPERTIES
27611 LA PAZ ROAD
LAGUNA NIGUEL, CALIFORNIA 96656
May 19, 1998
Dear Limited Partner:
In April of this year, Grape Investors, LLC ("Grape") sent an unsolicited
tender offer to the limited partners of Damson/Birtcher Realty Income Fund-II,
L.P. (the "Partnership") to purchase approximately 10% of the Partnership's
outstanding limited partnership interests for approximately $450 per $1,000 of
original subscription amount (the "Offer"), reduced by any Partnership
distributions made to the limited partners after February 28, 1998.
In its letter, dated May 6, 1998 to the limited partners,
Birtcher/Liquidity Properties (the "General Partner") recommended that limited
partners reject the Offer for the reasons stated in its letter. This letter
supplements the General partner's May 6 letter and should be read in conjunction
with that letter.
In making a decision whether to tender to Grape, please consider the
following additional information about the recent offer to purchase all of the
Partnership's Properties for $33,680,000 (the "Purchase Offer") described in
the General Partner's May 6 letter.
o If the sale is completed at the stated price, the General Partner
estimates that the limited partners will receive aggregate sales
proceeds totalling approximately $640 per $1,000 originally invested in
the Partnership (not $550, as previously stated).
o The prospective purchaser (the "Purchaser") is Abbey Investments, Inc.,
an affiliate of The Abbey Company is a Southern California-based real
estate operating company founded in 1990. The Purchaser is not
affiliated in any way with the partnership or the General Partner, or
any of the General Partner's principals or affiliates.
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o The Purchaser currently does not own or operate real property outside
of Southern California. Therefore, it is seeking to negotiate a property
management agreement with Birtcher to manage the properties after
closing.
The Purchase Offer is subject to the following conditions:
o Completion and approval by the Purchaser of Phase I
environmental reports for each property;
o Physical and engineering inspection of each property;
o The Purchaser's approval of title reports and underlying documents;
and
o Receipt, review and approval by the Purchaser of operating documents,
including leases, rental agreements and contracts, notes and trust
deeds, inventories of personal property to remain at the properties,
utility and other operating expense hills, property tax bills, and
plans and specifications for each property.
As stated in the General Partner's May 6 letter, there can be no assurance
that these conditions can be satisfied or that the proposal sale of the
properties will be completed at the stated price or otherwise. If, however, the
sale is completed at the stated price, the General Partner estimates that the
limited partners will receive aggregate sales proceeds totalling approximately
$640 per $1,000 originally invested in the Partnership. Grape's offer, as you
know, is $450 per $1,000 invested, reduced by any Partnership distributions you
receive after February 28, 1998.
If you have any questions that you wish to address to the General Partner,
please call EquiNet Fund Administrators at 888-387-5387.
Very truly yours,
BIRTCHER/LIQUIDITY PROPERTIES
