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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
VMS NATIONAL PROPERTIES JOINT VENTURE
(Name of Subject Company)
VMS NATIONAL PROPERTIES JOINT VENTURE
(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)
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership
interest of VMS National Residential Portfolio I, an Illinois limited
partnership ("Portfolio I") and of VMS National Residential Portfolio
II, an Illinois limited partnership ("Portfolio II"), participants in
VMS National Properties Joint Venture, an Illinois general partnership
(the "Joint Venture"). The business address of Portfolio I, Portfolio
II and the Joint Venture is 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
Portfolio I and Portfolio II by AIMCO Properties, L.P., a Delaware
limited partnership (the "AIMCO OP"), with its business address located
at 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of Portfolio I, Portfolio II and
the Joint Venture, which is the person filing this Statement,
are set forth in Item 1 above.
(b) The tender offers are being made pursuant to Offers to
Purchase, dated June 16, 1999 (the "Offers to Purchase"),
copies of which are included as Exhibits (a)(3) and (a)(4)
hereto. The information set forth in each Offer to Purchase
under "The Offer -- Section 9. Background and Reasons for the
Offer" and "The Offer -- Section 11. Conflicts of Interest"
and "Transaction with Affiliates" in each Offer to Purchase is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information set forth in each Offer to Purchase under "The
Offer -- Section 10. Position of the General Partner of Your
Partnership With Respect to the Offer" is incorporated herein by
reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
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ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO
SECURITIES.
(a) The information set forth in the Offers to Purchase under "The
Offer -- Section 9. Background and Reasons for the Offer --
Prior Tender Offers" and "The Offer -- Section 13. Certain
Information Concerning Your Partnership -- Beneficial
Ownership of Interests in Your Partnership" is incorporated
herein by reference.
(b) Not Applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY.
(a) - (b) Not Applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Offers to Purchase are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners of VMS National Residential
Portfolio I, dated June 16, 1999.
(a)(2) Letter to Limited Partners of VMS National Residential
Portfolio II, dated June 16, 1999.
(a)(3) Offer to Purchase for VMS National Residential Portfolio I,
dated June 16, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of
AIMCO Properties, L.P., dated June 16, 1999, is incorporated
hereby by reference)
(a)(4) Offer to Purchase for VMS National Residential Portfolio II,
dated June 16, 1999 (Exhibit (a)(2) to the Schedule
14D-1 of AIMCO Properties, L.P., dated June 16, 1999, is
incorporated hereby by reference)
(a)(5) Letter of Transmittal for VMS National Residential Portfolio
I, dated June 16, 1999 (Exhibit (a)(3) to the
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Schedule 14D-1 of AIMCO Properties, L.P., dated
June 16, 1999.)
(a)(6) Letter of Transmittal for VMS National Residential Portfolio
II, dated June 16, 1999 (Exhibit (a)(4) to the Schedule 14D-1
of AIMCO Properties, L.P., dated June 16, 1999.)
(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: June 16, 1999
VMS NATIONAL PROPERTIES JOINT VENTURE,
an Illinois limited partnership
By: VMS NATIONAL RESIDENTIAL PORTFOLIO I,
its General Partner
By: MAERIL, INC.,
its Managing General Partner
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
By: VMS NATIONAL RESIDENTIAL PORTFOLIO II,
its General Partner
By: MAERIL, INC.,
its Managing General Partner
By: /s/ Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
By: MAERIL, INC.,
its Managing General Partner
By: /s/Patrick J. Foye
--------------------------------
Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(a)(1) Letter to Limited Partners of VMS National Residential
Portfolio I, dated June 16, 1999.
(a)(2) Letter to Limited Partners of VMS National Residential
Portfolio II, dated June 16, 1999.
(a)(3) Offer to Purchase for VMS National Residential Portfolio I,
dated June 16, 1999 (Exhibit (a)(1) to the Schedule 14D-1 of
AIMCO Properties, L.P., dated June 16, 1999, is incorporated
hereby by reference)
(a)(4) Offer to Purchase for VMS National Residential Portfolio II,
dated June 16, 1999 (Exhibit (a)(2) to the Schedule 14D-1 of
AIMCO Properties, L.P., dated June 16, 1999, is incorporated
hereby by reference)
(a)(5) Letter of Transmittal for VMS National Residential Portfolio
I, dated June 16, 1999 (Exhibit (a)(3) to the Schedule 14D-1
of AIMCO Properties, L.P., dated June 16, 1999.)
(a)(6) Letter of Transmittal for VMS National Residential Portfolio
II, dated June 16, 1999 (Exhibit (a)(4) to the Schedule 14D-1
of AIMCO Properties, L.P., dated June 16, 1999.)
(b) Not Applicable.
(c) Not Applicable.
</TABLE>
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Exhibit (a)(1)
VMS National Residential Portfolio I
June 16, 1999
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by VMS National
Properties Joint Venture with the Securities and Exchange Commission in
connection with an offer by AIMCO Properties, L.P., a Delaware limited
partnership (the "AIMCO Operating Partnership"), to purchase units of limited
partnership interest in VMS National Residential Portfolio I (the
"Partnership").
The Partnership's managing general partner, MAERIL, Inc., is a
subsidiary of the AIMCO Operating Partnership and therefore has certain
conflicts of interest in connection with the response to the offer. AS A RESULT
OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST, THE PARTNERSHIP AND THE
GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER
LIMITED PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER.
Nevertheless, the General Partner does believe the offer is fair to the holders
of units.
Limited Partners should carefully read the enclosed Schedule 14D-9, the
Offer to Purchase of the AIMCO Operating Partnership, dated June 16, 1999
relating to the offer to acquire units of the Partnership (the "Offer to
Purchase"), and the related Letter of Transmittal and Instructions. Certain
information in the Schedule 14D-9 is incorporated by reference to the Offer to
Purchase.
MAERIL, INC.,
Managing General Partner
By: /s/Patrick J. Foye
---------------------------
Patrick J. Foye
Executive Vice President
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Exhibit (a)(2)
VMS National Residential Portfolio II
June 16, 1999
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by VMS National Properties
Joint Venture with the Securities and Exchange Commission in connection with an
offer by AIMCO Properties, L.P., a Delaware limited partnership (the "AIMCO
Operating Partnership"), to purchase units of limited partnership interest in
VMS National Residential Portfolio II (the "Partnership").
The Partnership's managing general partner, MAERIL, Inc., is a subsidiary
of the AIMCO Operating Partnership and therefore has certain conflicts of
interest in connection with the response to the offer. AS A RESULT OF THE
EXISTING AND POTENTIAL CONFLICTS OF INTEREST, THE PARTNERSHIP AND THE GENERAL
PARTNER ARE REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER LIMITED
PARTNERS SHOULD TENDER THEIR UNITS IN RESPONSE TO THE OFFER. Nevertheless, the
General Partner does believe the offer is fair to the holders of units.
Limited Partners should carefully read the enclosed Schedule 14D-9, the
Offer to Purchase of the AIMCO Operating Partnership, dated June 16, 1999
relating to the offer to acquire units of the Partnership (the "Offer to
Purchase"), and the related Letter of Transmittal and Instructions. Certain
information in the Schedule 14D-9 is incorporated by reference to the Offer to
Purchase.
MAERIL, INC.,
Managing General Partner
By: /s/Patrick J. Foye
---------------------------
Patrick J. Foye
Executive Vice President
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