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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
U.S. Realty Partners Limited Partnership
(Name of Subject Company)
U.S. Realty Partners Limited Partnership
(Name of Person Filing Statement)
Depositary Unit Certificates
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Patrick Foye
U.S. Realty I Corporation
55 Beattie Place
Greenville, South Carolina 29602
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
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1. Security and Subject Company
The name of the subject company is U.S. Realty Partners Limited
Partnership, a South Carolina limited partnership (the "Partnership"), and the
address of the principal executive offices of the Partnership is 55 Beattie
Place, Greenville, South Carolina 29602. The title of the class of equity
securities to which this statement relates is the depositary unit certificates
("Units") of the Partnership.
2. Tender Offer of the Bidder
This Statement relates to the tender offer of AIMCO Properties, L.P. (the
"Purchaser"), to purchase up to 305,500 Units at a purchase price of $5.50 per
Unit, less the amount of any distributions declared or made with respect to the
Units between April 9, 1999 and May 6, 1999, pursuant to the terms and
conditions of an Offer to Purchase dated April 9, 1999, and the related Letter
of Transmittal (together, the "Offer"). The Offer is being made pursuant to a
tender offer statement on Schedule 14D-1 dated April 9, 1999.
The address of the Purchaser's executive offices is 1873 S. Bellaire
Street, 17th Floor, Denver, Colorado 80222.
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) The Partnership's general partners are U.S. Realty I Corporation, a
South Carolina corporation (the "General Partner") and N. Barton Tuck, Jr. The
General Partner and the Purchaser are each controlled by Apartment Management
and Investment Company ("AIMCO"), a Maryland real estate investment trust and a
co-bidder in the Offer. Mr. Tuck is not affiliated with the Purchaser nor is he
involved in the day to day operations of the Partnership.
Certain Relationships. AIMCO owns 243,831 Units, representing 19.95% of the
total number of Units. The Partnership's Agreement of Limited Partnership
provides for certain payments to affiliates for services and as reimbursement of
certain expenses incurred by affiliates on behalf of the Partnership. During the
years ended December 31, 1998, 1997 and 1996, affiliates of the General Partner
(which are also affiliates of the Purchaser) were entitled to receive 5% of
gross receipts from all of the Partnership's residential properties for
providing property management services. The Partnership paid to such affiliates
$255,000, $292,000 and $289,000 for the years ended December 31, 1998, 1997 and
1996, respectively. In addition, an affiliate of the General Partner (which is
also an affiliate of the Purchaser) received reimbursement of accountable
administrative expenses amounting to approximately $117,000, $159,000 and
$138,000 for the years ended December 31, 1998, 1997 and 1996, respectively. In
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addition, an affiliate of the General Partner (who, at the time, was not an
affiliate of the Purchaser) also received leasing commissions of $57,000 during
the year ended December 31, 1997. No leasing commissions were paid to affiliates
of the General Partner during the years ended December 31, 1998 and 1996.
4. The Solicitation or Recommendation
Because of the conflict of interest inherent in the fact that the General
Partner is, as described above, an affiliate of the Purchaser, the Partnership
is making no recommendation and is remaining neutral as to whether limited
partners should tender their Units pursuant to the Offer. The Partnership does
believe, however, that Limited Partners who desire to presently liquidate their
interest in the Partnership for cash should tender their Units for the greatest
purchase price available.
5. Persons Retained, Employed or to be Compensated
Neither the Partnership nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person or class of persons
to make solicitations or recommendations to limited partners on its behalf
concerning the Offer.
6. Certain Negotiations and Transactions by the Subject Company
(a) An affiliate of the General Partner has made the following acquisitions
of Units in the past 60 days:
(i) 92,314 Units were acquired on February 9, 1999 at $5.75 per Unit;
(ii) 134,293 Units were acquired on March 3, 1999 at a purchase price
of $5.50 per Unit; and
(iii) 17,224 Units were acquired on March 16, 1999 at a purchase price
of $5.75 per Unit.
Each of the foregoing purchases were made through privately negotiated
transactions.
(b) The 243,831 Units held by affiliates of the General Partner will not be
tendered to the Purchaser pursuant to the Offer.
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7. Certain Negotiations and Transactions with the Subject Company.
(a)(1) None
(a)(2) None
(a)(3) The Purchaser is an affiliate of the General Partner.
(a)(4) None
(b) None
8. Additional Information to be Furnished
None.
9. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a) - Letter to Limited Partners from the Partnership dated April 9,
1999.
Exhibit (b) - None
Exhibit (c) - None
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.
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
By: U.S. Realty I Corporation
General Partner
By: /s/ Patrick Foye
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Executive Vice President
Date: April 9, 1999
5
U.S REALTY PARTNERS LIMITED PARTNERSHIP
55 Beattie Place, P.O. Box 2347
Greenville, South Carolina 29602
(877) 460-2557
April 9, 1999
Dear Limited Partner:
Encloses is the Schedule 14D-9 which was filed by the Partnership with the
Securities and Exchange Commission in connection with the offer by AIMCO
Properties, L.P. (the "Purchaser") to purchase depositary unit certificates in
the Partnership (the "Unit").
The corporate general partner of the Partnership is affiliated with the
Purchaser. Accordingly, the Partnership is making no recommendation and is
remaining neutral as to whether limited partners should tender their Units
pursuant to the Purchaser's offer. The Partnership does believe, however, that
Limited Partners who desire to presently liquidate their interest in the
Partnership for cash should tender their Units for the greatest purchase price
available. In this regard, including the Purchaser's offer, the Partnership is
aware of four outstanding offers for Units: the Purchaser's offer at $5.50 per
Unit; an offer by affiliates of MacKenzie Patterson, Inc. at $5.00 per Unit; an
offer by Everest Investors 12, LLC at $4.00 per Unit (less transfer fees); and
an offer by Madison Liquidity Investors 104, LLC at $2.10 per Unit (less
transfer fees).
The Partnership's individual general partner, N. Barton Tuck, Jr. is not
involved in the day to day operations of the Partnership nor was he involved in
the decision by the Purchaser to make its offer or in any recommendation with
respect to any of the offers.
Limited Partners are advised to carefully read the enclosed Schedule
14D-9. If you have any questions or would like further information about
possible other opportunities to sell your Units, please contact Corporate
Investor Communications at (877) 460-2557.
Sincerely,
U.S REALTY PARTNERS LIMITED PARTNERSHIP
