MULTI BENEFIT REALTY FUND 87-1
SC 14D9, 1999-11-17
OPERATORS OF NONRESIDENTIAL BUILDINGS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                 SCHEDULE 14D-9

                SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
             SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934


                         MULTI-BENEFIT REALTY FUND '87-1
                            (Name of Subject Company)

                         MULTI-BENEFIT REALTY FUND '87-1
                       (Name of Persons Filing Statement)


                  ClASS B 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)


                                    COPY TO:

                              Jonathan L. Friedman
                    Skadden, Arps, Slate, Meagher & Flom LLP
                       300 South Grand Avenue, 34th Floor
                          Los Angeles, California 90071
                                 (213) 687-5000



<PAGE>   2


ITEM 1.   SECURITY AND SUBJECT COMPANY.

               This Statement relates to units of limited partnership interest
          of Multi-Benefit Realty Fund '87-1, a California limited partnership
          (the "Partnership"), with its business address located at 1873 South
          Bellaire Street, 17th Floor, Denver, Colorado, 80222 (on and after
          November 24, 1999: Colorado Center, Tower Two, 2000 South Colorado
          Boulevard, Suite 2-1000, Denver, Colorado 80222).

ITEM 2.   TENDER OFFER OF THE BIDDER.

               This Statement relates to a tender offer for Class B units of the
          Partnership 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 (on and after
          November 24, 1999: Colorado Center, Tower Two, 2000 South Colorado
          Boulevard, Suite 2-1000, Denver, Colorado 80222).

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)  The tender offer is being made pursuant to an Litigation
                    Settlement Offer, dated November 15, 1999 (the "Litigation
                    Settlement Offer"), a copy of which is included as Exhibit
                    (a)(2) hereto. The information set forth in the Litigation
                    Settlement Offer under "The Offer -- Section 9. Background
                    and Reasons for the Offer" and "The Offer -- Section 11.
                    Conflicts of Interest and Transactions with Affiliates" in
                    the Litigation Settlement Offer is incorporated herein by
                    reference.

ITEM 4.   THE SOLICITATION OR RECOMMENDATION.

               (a), (b)  The information set forth in the Litigation Settlement
          Offer under "The Offer -- Section 10. Position of the General Partner
          of Your Partnership With Respect to the Offer" is incorporated herein
          by reference.


                                       2
<PAGE>   3


ITEM 5.   PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

     Not applicable.

ITEM 6.   RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

          (a)  The information set forth in the Litigation Settlement Offer
               under "The Offer -- Section 9. Background and Reasons for the
               Offer -- Comparison of Consideration to Alternative Consideration
               -- Our Prior Tender Offer" 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 Litigation Settlement Offer is incorporated herein by reference.

ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS

          (a)(1) Letter to Limited Partners, dated November 15, 1999.

          (a)(2) Litigation Settlement Offer, dated November 15, 1999 (Exhibit
                 (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated
                 November 15, 1999, is incorporated herein by reference).

          (a)(3) Letter of Transmittal, dated November 15, 1999 (Exhibit (a)(2)
                 to the Schedule 14D-1 of AIMCO Properties, L.P., dated November
                 15, 1999, is incorporated herein by reference).

          (b)  Not Applicable.

          (c)  Not Applicable.




                                       3
<PAGE>   4

                                    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:  November 15, 1999



                                            MULTI-BENEFIT REALTY FUND '87-1
                                            a California limited partnership



                                            By:  CONCAP EQUITIES, INC.
                                                 its General Partner


                                            By:  /s/ Patrick J. Foye
                                                 ------------------------------
                                                 Patrick J. Foye
                                                 Executive Vice President



                                       4

<PAGE>   5


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.             DESCRIPTION
- -------           -----------
<S>               <C>
(a)(1)            Letter to Limited Partners, dated November 15, 1999.

(a)(2)            Litigation Settlement Offer, dated November 15, 1999 (Exhibit
                  (a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated
                  November 15, 1999, is incorporated herein by reference).

(a)(3)            Letter of Transmittal, dated November 15, 1999 (Exhibit (a)(2)
                  to the Schedule 14D-1 of AIMCO Properties, L.P., dated
                  November 15, 1999, is incorporated herein by reference).

(b)               Not Applicable.

(c)               Not Applicable.

</TABLE>




                                       5

<PAGE>   1
                                                                  Exhibit (a)(1)




                         MULTI-BENEFIT REALTY FUND '87-1
                     1873 South Bellaire Street, 17th Floor
                             Denver, Colorado 80222

                                November 15, 1999

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 by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase Class B units of limited partnership interest in the
Partnership.

    The Partnership, through its general partner, Concap Equities, Inc. (the
"General Partner"), is required by the rules of the Securities and Exchange
Commission to make a recommendation as to whether you should accept or reject
such offer, or whether the Partnership is remaining neutral with respect to such
offer. THE PARTNERSHIP AND THE GENERAL PARTNER ARE REMAINING NEUTRAL AND MAKING
NO RECOMMENDATION AS TO WHETHER LIMITED PARTNERS SHOULD TENDER OR REFRAIN FROM
TENDERING THEIR UNITS. Although the General Partner believes the offer is fair,
limited partners must make their own decision whether or not to participate in
the offer, based upon a number of factors, including a limited partner's
financial position, the need or desire for liquidity, other available financial
opportunities, a limited partner's tax position, and the tax consequences of
selling one's units.

    Limited Partners should carefully read the enclosed Schedule 14D-9, the
Litigation Settlement Offer of AIMCO Properties, L.P., dated November 15, 1999
relating to the offer to acquire units of the Partnership (the "Litigation
Settlement Offer"), and the related Letter of Transmittal and Instructions.
Certain information in the Schedule 14D-9 is incorporated by reference to the
Litigation Settlement Offer.

    Please note that the General Partner is an affiliate of AIMCO.



                                            CONCAP EQUITIES, INC.
                                            General Partner


                                            By: /s/ Patrick J. Foye
                                                -------------------------------
                                                Patrick J. Foye
                                                Executive Vice President



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