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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. __)
VMS National Properties Joint Venture
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(Name of Subject Company)
VMS National Properties Joint Venture
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(Names of Persons Filing Statement)
Limited Partnership Units
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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") "Offers to Purchase of AIMCO
Properties, L.P., dated May 15, 2000, Exhibits (a)(1) and (a)(2) hereto relating
to VMS National Residential Portfolio I and VMS National Residential Portfolio
II, 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 VMS National Properties Joint
Venture, an Illinois general 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)(1) Offer to Purchase of AIMCO Properties, L.P. For VMS National
Residential Portfolio I (Exhibit (a)(1) to Schedule TO of
AIMCO Properties, L.P. dated May 15, 2000, is incorporated
herein by reference.)
(a)(2) Offer to Purchase of AIMCO Properties, L.P. for VMS National
Residential Portfolio (Exhibit (a)(4)) to Schedule TO of AIMCO
Properties, L.P., dated May 15, 2000, is incorporated herein
by reference.)
(e) The information in the Offers to Purchase (Exhibits (a)(1) and
(a)(2) 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
VMS NATIONAL PROPERTIES JOINT VENTURE
an Illinois general partnership
By: MAERIL, INC.
Its Managing General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(1) Offer to Purchase of AIMCO Properties, L.P. for VMS National
Residential Portfolio I. (Exhibit (a)(1) to Schedule TO of
AIMCO Properties, L.P. dated May 15, 2000, is incorporated
herein by reference.)
(a)(2) Offer to Purchase of AIMCO Properties, L.P. for VMS National
Residential Portfolio II. (Exhibit (a)(4) to Schedule TO of
AIMCO Properties, L.P. dated May 15, 2000, is incorporated
herein by reference.)
(e) The information in the Offers to Purchase (Exhibit (a)(1) and
(a)(2) 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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