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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Fox Strategic Housing Income Partners
(Name of Subject Company)
Fox Strategic Housing Income Partners
(Name of Person Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Patrick Foye
Fox Capital Management 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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This Amendment No. 1 amends the Solicitation/ Recommendation Statement
on Schedule 14D-9 (the "Statement") filed with the Securities and Exchange
Commission on April 30, 1999 by Fox Strategic Housing Income Partners (the
"Partnership") in connection with the tender offer by AIMCO Properties, L.P. to
purchase up to 11,750 outstanding units of limited partnership interest
("Units") of the Partnership, at a purchase price of $200 per Unit, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated April 30, 1999 (the "Offer to Purchase") and the related
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"), to modify the recommendation made by the
Partnership in light of a second offer which has been made by Madison Liquidity
Investors for up to 4.9% of the total outstanding Units at a purchase price of
$100 per Unit, less a $75 transfer fee.
4. The Solicitation or Recommendation
Item 4 is hereby deleted in its entirety and the following is inserted
in lieu thereof:
"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."
9. Material to be Filed as Exhibits
Item 9 is hereby amended to add the following:
Exhibit (a)(2) - Letter to Limited Partners from the Partnership dated May 5,
1999.
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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.
FOX STRATEGIC HOUSING INCOME PARTNERS
By: Fox Partners VIII
General Partner
By: Fox Capital Management Corporation
Managing General Partner
By: /s/ Patrick Foye
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Executive Vice President
Date: May 5, 1999
FOX STRATEGIC HOUSING INCOME PARTNERS
55 Beattie Place, P.O. Box 2347
Greenville, South Carolina 29602
(864) 239-1029
May 5, 1999
Dear Limited Partner:
We understand that you have recently received an offer from Madison
Liquidity Investors ("Madison") to purchase your limited partnership units
("Units") in Fox Strategic Housing Income Partners (the "Partnership") for $100
per Unit, less a $75 transfer fee per transfer. As you are know doubt aware,
this is Madison's second offer in 30 days for your Units at the same purchase
price of $100 per Unit, which amount is then reduced by $75 for transfer fees.
In addition, you have also received an offer from AIMCO Properties, L.P.
("AIMCO") to purchase your Units for $200 per Unit with no deduction for a
transfer fee.
The Partnership, through its general partner, Fox Capital Management
Corporation (the "General Partner"), is required by the rules of the Securities
Exchange Commission to make a recommendation whether you should accept or reject
the tender, or whether the Partnership is remaining neutral. Because the General
Partner is affiliated with AIMCO, the Partnership is making no recommendation
and is remaining neutral as to whether limited partners should tender their
Units pursuant to Madison's offer or AIMCO'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.
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,
FOX STRATEGIC HOUSING INCOME
PARTNERS
