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Securities and Exchange Commission
Washington, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
U.S. Realty Partners Limited Partnership
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(Name of Subject Company)
U.S. Realty Partners Limited Partnership
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(Names of Persons Filing Statement)
Depositary Unit Certificates
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Patrick J. Foye
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
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(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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The information in this (the "Offer") "Offer to Purchase of AIMCO
Properties, L.P., dated May 15, 2000, Exhibit (a) hereto, is incorporated herein
by reference in answer to all of the Items of this Schedule 14D-9 except as
otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14d-9 is being filed by U.S. Realty Partners Limited
Partnership, a South Carolina limited partnership (the "Partnership"). The
Partnership's business address is Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, and its telephone
number is (303) 757-8101. Units of limited partnership of the Partnership are
the subject of the tender offer.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
Not Applicable
Item 7. Purposes of the Transaction and Plans or Proposals.
Not Applicable
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to
Schedule TO of AIMCO Properties, L.P. dated May 15, 2000, is
incorporated herein by reference.)
(e) The information in the Offer to Purchase (Exhibit (a) hereto)
under the headings "The Offer-Section 11. Conflicts of
Interest and Transactions with Affiliates," "The Offer-Section
13. Certain Information Concerning Your Partnership-Property
Management," "The Offer-Section 13. Certain Information
Concerning Your Partnership-Distributions," and "The
Offer-Section 13. Certain Information Concerning Your
Partnership-Compensation Paid to the General Partner and its
Affiliates" is hereby incorporated herein by reference.
(g) 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: May 15, 2000
U.S. REALTY PARTNERS LIMITED
PARTNERSHIP
a South Carolina limited partnership
By: U.S. Realty I Corporation
Its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (a)(1) to
Schedule TO of AIMCO Properties, L.P. dated May 15, 2000, is
incorporated herein by reference.)
(e) The information in the Offer to Purchase (Exhibit (a) hereto)
under the headings "The Offer-Section 11. Conflicts of
Interest and Transactions with Affiliates," "The Offer-Section
13. Certain Information Concerning Your Partnership-Property
Management," "The Offer-Section 13. Certain Information
Concerning Your Partnership-Distributions," and "The
Offer-Section 13. Certain Information Concerning Your
Partnership-Compensation Paid to the General Partner and its
Affiliates" is hereby incorporated herein by reference.
(g) Not applicable
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