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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
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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1. Security and Subject Company
The name of the subject company is Fox Strategic Housing Income Partners, a
California 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 limited partnership units ("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 11,750 Units at a purchase price of $200 per
Unit, less the amount of any distributions declared or made with respect to the
Units from and after April 30, 1999 until payment for such Units, pursuant to
the terms and conditions of an Offer to Purchase dated April 30, 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 30, 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 partner is Fox Partners VIII, a California
general partnership (the "General Partner"), the general partners of which are
Fox Capital Management Corporation, a California corporation, and Fox Realty
Investors, a California limited partnership. 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.
Certain Relationships. The Purchaser and its affiliates own 4,132 Units,
representing approximately 15.83% 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 $158,000, $153,000
and $150,000 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 $61,000, $74,000 and $161,000 for the years ended
December 31, 1998, 1997 and 1996, respectively.
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.
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) No acquisitions of Units were made in the past 60 days by the Purchaser
or AIMCO.
(b) The 4,132 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 30, 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.
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: April 30, 1999
FOX STRATEGIC HOUSING INCOME PARTNERS
55 Beattie Place, P.O. Box 2347
Greenville, South Carolina 29602
(877) 460-2557
April 30, 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 limited partnership interests 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.
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,
FOX STRATEGIC HOUSING INCOME PARTNERS
