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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
MULTI-BENEFIT REALTY FUND '87-1,
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Subject Company)
MULTI-BENEFIT REALTY FUND '87-1,
a California limited partnership
(Name of Person(s) Filing Statement)
CLASS B UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
N/A
(Cusip Number of Class of Securities)
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WILLIAM H. JARRARD, JR.
PRESIDENT
CONCAP EQUITIES, INC.
ONE INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29602
(864) 239-2747
(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.
The name of the subject company is Multi-Benefit Realty Fund '87-1,
a California limited partnership (the "Partnership"), and the address of the
principal executive offices of the Partnership is One Insignia Financial Plaza,
Greenville, South Carolina 29602. The title of the class of equity securities
to which this statement relates is the Class B units of limited partnership
interest ("Class B Units") of the Partnership.
ITEM 2. TENDER OFFER OF THE BIDDER.
This statement relates to an offer by Cooper River Properties,
L.L.C., a Delaware limited liability company (the "Purchaser"), to purchase up
to 11,000 of the outstanding Units at a purchase price of $38 per unit, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in an Offer to Purchase dated September 23, 1998 (the
"Offer to Purchase") and related Assignment of Partnership Interest (which
collectively constitute the "Offer"). A Tender Offer Statement on Schedule
14D-1 with respect to the Offer has been filed by the Purchaser, Insignia
Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia Properties
Trust, a Maryland real estate investment trust ("IPT") and Insignia Financial
Group, Inc., a Delaware corporation ("Insignia") (collectively, the "Bidders").
The address of the Purchaser's principal executive offices is One
Insignia Financial Plaza, Greenville, South Carolina 29602.
ITEM 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)(1) ConCap Equities, Inc., which is the general partner of the
Partnership (the "General Partner"), is a direct, wholly-owned subsidiary of
IPT. The Purchaser is a recently formed, wholly-owned subsidiary of IPLP, which
is the operating partnership of IPT. IPT is the sole general partner of IPLP
(owning approximately 70% of the total equity interests in IPLP), and Insignia
is the sole limited partner of IPLP (owning approximately 30% of the total
equity interests in IPLP). Insignia and its affiliates also own approximately
57% of the outstanding common shares of IPT.
For more than the past three years, Insignia Residential Group, L.P.
("IRG"), which is an affiliate of IPT and the Purchaser, has provided property
management services to the Partnership, and Insignia (directly or through
affiliates) has performed asset management, partnership administration and
investor relations services for the Partnership.
By reason of these relationships, the General Partner has conflicts
of interest in considering the Offer.
Under the Limited Partnership Agreement, the General Partner holds
an interest in the Partnership and is entitled to participate in certain cash
distributions made by the Partnership to its partners. The General Partner
received from the Partnership in respect of its interest in the Partnership
cash distributions of $3,000 to date in 1998, $14,000 in 1997, $5,000 in 1996
and $9,000 in 1995. The Partnership paid IRG fees for property management
services in the amounts of approximately $248,000, $240,000 and $223,000 for
the years ended December 31, 1997, 1996 and 1995, respectively, and has paid
IRG property management fees equal to $128,000 during the first six months of
1998. The Partnership reimbursed the General Partner
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and its affiliates (including Insignia) for expenses incurred in connection
with asset management and partnership administration services performed by them
for the Partnership for the years ended December 31, 1997, 1996 and 1995 in the
amounts of $124,000, $178,000 and $120,000, respectively, and has reimbursed
them for such services in the amount of $56,000 through June 30, 1998
(including reimbursements paid to an affiliate of the General Partner in the
amounts of $11,000 and $54,000 for the years ended December 31, 1997 and 1996,
respectively, for costs incurred in connection with construction oversight
services). For the six months ended June 30, 1998, the Partnership paid
approximately $1,000 to an affiliate of the General Partner for costs incurred
in connection with construction oversight services. Pursuant to the Limited
Partnership Agreement, the General Partner is entitled to receive a fee for
executive and administrative management services equal to 9% of the
Partnership's adjusted cash from operations, as and when cash from operations
is distributed to the Limited Partners. The fees paid to the General Partner
pursuant to this provision were approximately $123,000, $41,000 and $82,000 for
the years ended December 31, 1997, 1996 and 1995, respectively, and
approximately $31,000 for the six months ended June 30, 1998. For the period
January 1, 1996 through December 31, 1996, the Partnership insured its
properties under a master policy through an agency and insurer unaffiliated
with the General Partner, and through an agency affiliated with the General
Partner for the period January 1, 1997 through August 31, 1997. An affiliate of
the General Partner acquired, in the acquisition of a business, certain
financial obligations from an insurance agency which was later acquired by the
agent who placed the current year's master policy. That agent assumed the
financial obligations to the affiliate of the General Partner who received
payments on these obligations from the agent. Insignia and the General Partner
believe that the aggregate financial benefit derived by Insignia and its
affiliates from such arrangement was immaterial.
As described above, the Purchaser and the General Partner are
affiliates of and controlled by IPT, which is controlled by Insignia. The
General Partner has conflicts of interest in considering the Offer, including
(i) as a result of the fact that a sale or liquidation of the Partnership's
assets would result in a decrease or elimination of the fees paid to the
General Partner and/or its affiliates and (ii) the fact that as a consequence
of the Purchaser's ownership of Class B Units, the Purchaser (which is an
affiliate of the General Partner) may have incentives to seek to maximize the
value of its ownership of Class B Units, which in turn may result in a conflict
for the General Partner in attempting to reconcile the interests of the
Purchaser (which is an affiliate of the General Partner) with the interests of
the other Limited Partners.
As with any rational investment decision, the Purchaser (which is an
affiliate of the General Partner) is making the Offer with a view to making a
profit. Accordingly, there is a conflict between the desire of the Purchaser
(which is an affiliate of the General Partner) to purchase Class B Units at a
low price and the desire of the Limited Partners to sell their Class B Units at
a high price.
As described in the Offer to Purchase, the Purchaser (which is an
affiliate of the General Partner) expects to pay for the Class B Units it
purchases pursuant to the Offer with funds provided by IPLP as capital
contributions. IPLP in turn intends to use its cash on hand and, if necessary,
funds available to it under its credit facility to make such contributions. It
is possible, however, that in connection with its future financing activities,
IPT or IPLP may cause or request the Purchaser (which is an affiliate of the
General Partner) to pledge the Class B Units as collateral for loans, or
otherwise agree to terms which provide IPT, IPLP and the Purchaser with
incentives to generate substantial near-term cash flow from the Purchaser's
investment in the Class B Units. This could be the case, for example, if a loan
has a "balloon" maturity after a relatively short time or bears a high or
increasing interest rate. In such a
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situation, the General Partner may experience a conflict of interest in seeking
to reconcile the best interests of the Partnership with the need of its
affiliates for cash flow from the Partnership's activities.
If the Purchaser is successful in acquiring a significant number of
Class B Units pursuant to the Offer, IPT (which is an affiliate of the General
Partner) will have the right to vote those Class B Units and thereby
significantly influence the outcome of all voting decisions with respect to the
Partnership, including decisions concerning liquidation, amendments to the
Limited Partnership Agreement, removal and replacement of the General Partner
and mergers, consolidations and other extraordinary transactions. Because IPT
already owns (through IPLP) approximately 19% of the outstanding Class B Units,
however, it will be able to significantly influence the outcome of all voting
decisions with respect to the Partnership regardless of the number of Class B
Units the Purchaser acquires pursuant to the Offer. This means that, (i)
nontendering Limited Partners could be prevented from taking action they desire
but that IPT (which is an affiliate of the General Partner) opposes and (ii)
IPT (which is an affiliate of the General Partner) may be able to take action
desired by IPT but opposed by the non-tendering Limited Partners.
The Limited Partnership Agreement provides that the General Partner
has absolute discretion as to whether to admit an assignee of Class B Units to
the Partnership as a substituted Limited Partner. The Purchaser (which is an
affiliate of the General Partner) will seek to be admitted to the Partnership
as a substituted Limited Partner upon consummation of the Offer and, if
admitted, will have the right to vote each Class B Unit purchased pursuant to
the Offer. Even if the Purchaser (which is an affiliate of the General Partner)
is not admitted to the Partnership as a substituted Limited Partner, however,
the Purchaser nonetheless will have the right to vote each Class B Unit
purchased in the Offer pursuant to the irrevocable appointment by tendering
Limited Partners of the Purchaser (which is an affiliate of the General
Partner) and its managers and designees as proxies with respect to the Class B
Units tendered by such Limited Partners and accepted for payment by the
Purchaser.
In general, IPLP and the Purchaser (which are affiliates of the
General Partner) will vote the Class B Units owned by them in whatever manner
they deem to be in IPT's best interests, which, because of their relationship
with the General Partner, also may be in the interest of the General Partner,
but may not be in the interest of other Limited Partners. This could (i)
prevent non-tendering Limited Partners from taking action they desire but that
IPT opposes and (ii) enable IPT to take action desired by IPT but opposed by
non-tendering Limited Partners. Under the Limited Partnership Agreement,
Limited Partners holding a majority of the Class B Units are entitled to take
action with respect to a variety of matters, including: removal of the General
Partner and in certain circumstances election of a new or successor general
partner; dissolution of the Partnership; the sale of all or substantially all
of the assets of the Partnership; and most types of amendments to the Limited
Partnership Agreement.
To the best knowledge of the General Partner, except as described in
this Schedule 14D- 9, there are no other material agreements, arrangements,
understandings or any actual or potential conflicts of interest between the
Partnership, the General Partner and their affiliates and the Bidders, their
executive officers, directors or affiliates.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Because of the existing and potential future conflicts of interest
described in Item 3 above, the Partnership and the General Partner are
remaining neutral and making no
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recommendation as to whether Limited Partners should tender their Class B Units
in response to the Offer.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has
employed, retained or compensated, or intends to employ, retain or compensate,
any person or class of person to make solicitations or recommendation to
Limited Partners on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTEREST WITH RESPECT TO SECURITIES.
None.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Litigation. On March 24, 1998, certain persons claiming to own
limited partner interests in certain limited partnerships (including the
Partnership) whose general partners (the "General Partners") are affiliates of
Insignia (the "Partnerships") filed a purported class and derivative action in
California Superior Court in the County of San Mateo (the "San Mateo
Complaint") against Insignia, the General Partners (including the General
Partner), certain persons and entities who purportedly formerly controlled the
General Partners, and additional entities affiliated with and individuals who
are officers, directors and/or principals of several of the defendants. The San
Mateo Complaint contains allegations that, among other things, (i) the
defendants breached their fiduciary duties to the plaintiffs by selling or
agreeing to sell their "fiduciary positions" as stockholders, officers and
directors of the General Partners for a profit and retaining said profit rather
than distributing it to the plaintiffs; (ii) the defendants breached their
fiduciary duties by mismanaging the Partnerships and misappropriating the
assets of the Partnerships by (a) manipulating the operations of the
Partnerships to depress the trading price of limited partnership units (the
"Units") of the Partnerships; (b) coercing and fraudulently inducing
unitholders to sell Units to certain of the defendants at depressed prices; and
(c) using the voting control obtained by purchasing Units at depressed prices
to entrench certain of the defendants' positions of control over the
Partnerships; and (iii) the defendants breached their fiduciary duties to the
plaintiffs by (a) selling assets of the Partnerships such as mailing lists of
unitholders; and (b) causing the General Partners to enter into exclusive
arrangements with their affiliates to sell goods and services to the General
Partners, the unitholders and tenants of Partnership properties. The San Mateo
Complaint also alleges that the foregoing allegations constitute violations of
various California securities, corporate and partnership statutes, as well as
conversion and common law fraud. The San Mateo Complaint seeks unspecified
compensatory and punitive damages, an injunction blocking the sale of control
of the General Partners to AIMCO and a court order directing the defendants to
discharge their fiduciary duties to the plaintiffs. On June 24, 1998, the
Managing General Partner filed a motion seeking dismissal of the action. IPT
and Insignia believe that the allegations contained in the San Mateo Complaint
are without merit and intend to vigorously contest the plaintiffs' action.
On July 30, 1998, certain entities claiming to own limited
partnership interests in certain limited partnerships (including the
Partnership) whose general partners are affiliates of Insignia, IPT and the
Purchaser (the "Affiliated General Partners") filed a complaint in the Superior
Court of the State of California, County of Los Angeles (the "Los Angeles
Complaint") against
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Insignia, the Subject Partnerships (defined below), the Affiliated General
Partners (including the General Partner) and additional entities affiliated
with several of the defendants. The action involves 44 real estate limited
partnerships (each named as a defendant) in which the plaintiffs allegedly own
interests and which Insignia affiliates allegedly manage or control (the
"Subject Partnerships"). Plaintiffs allege that they have requested from, but
have been denied by each of the Subject Partnerships, lists of their respective
limited partners for the purpose of making tender offers to purchase up to 4.9%
of the units of limited partnership interest in each of the Subject
Partnerships. The Los Angeles Complaint also alleges that certain of the
defendants made tender offers to purchase units of limited partnership interest
in many of the Subject Partnerships, with the alleged result that plaintiffs
have been deprived of the benefits they would have realized from ownership of
the additional units. The plaintiffs assert eleven causes of action, including
breach of contract, unfair business practices, and violations of the
partnership statutes of the states in which the Subject Partnerships are
organized. Plaintiffs seek compensatory, punitive and treble damages. Insignia
was only recently served with the Los Angeles Complaint and has not yet
responded to it. Insignia believes the claims to be without merit and intends
to defend the action vigorously.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Form of cover letter to Limited Partners of the
Partnership dated September 23, 1998.
(b) None.
(c) None.
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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: September 23, 1998
Multi-Benefit Realty Fund '87-1,
a California limited partnership
By: ConCap Equities, Inc.,
its General Partner
By: /s/ William H. Jarrard, Jr.
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William H. Jarrard, Jr.
President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a) Form of cover letter to Limited Partners from the Partnership
dated September 23, 1998.
(b) None.
(c) None.
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Exhibit (a)
Multi-Benefit Realty Fund '87-1
September 23, 1998
Dear Limited Partner:
Enclosed is the Schedule 14D-9 which was filed by Multi-Benefit
Realty Fund '87-1 (the "Partnership") with the Securities and Exchange
Commission in connection with an offer (the "Offer") by Cooper River
Properties, L.L.C., a Delaware limited liability company (the "Purchaser"),
Insignia Properties, L.P., a Delaware limited partnership ("IPLP"), Insignia
Properties Trust, a Maryland real estate investment trust ("IPT"), and Insignia
Financial Group, Inc., a Delaware corporation ("Insignia," and together with
IPLP, IPT and the Purchaser, the "Bidders"), to purchase Class B units of
limited partnership interest ("Class B Units") in the Partnership.
The Partnership's general partner is ConCap Equities, Inc. (the
"General Partner"), which is an affiliate of the Bidders. Due to the
affiliation between the General Partner of the Partnership and the Bidders, the
General Partner is subject to certain conflicts of interest in connection with
the response to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST,
NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNER EXPRESSES ANY OPINION AS TO THE
OFFER AND EACH IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER
LIMITED PARTNERS SHOULD TENDER THEIR CLASS B UNITS IN RESPONSE TO THE OFFER.
Limited Partners are advised to carefully read the enclosed Schedule
14D-9.
Multi-Benefit Realty Fund '87-1
