SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
(Name of Subject Company)
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FFCA MANAGEMENT COMPANY LIMITED PARTNERSHIP
(Name of Person Filing Statement)
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ASSIGNED LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
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400749107
(CUSIP Number of Class of Securities)
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Dennis L. Ruben, Esq.
Franchise Finance Corporation of America
The Perimeter Center
17207 North Perimeter Drive
Scottsdale, AZ 85255
(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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Copy to:
Paul E. Belitz
Brian V. Caid
Kutak Rock
717 17th Street, Suite 2900
Denver, Colorado 80202
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AMENDMENT NO. 1 TO SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9
This Amendment No. 1 amends Items 2, 8 and 9 of the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9") of FFCA Management Company Limited Partnership, a Delaware
limited partnership which serves as the General Partner of Scottsdale Land Trust
Limited Partnership (the "General Partner"), filed with the Securities and
Exchange Commission (the "Commission") on December 6, 1996. The Schedule 14D-9
relates to the offer of SV Fairfield II, L.L.C., a Connecticut limited liability
company (the "Purchaser"), disclosed in the Tender Offer Statement on Schedule
14D-1, dated November 22, 1996 (the "Schedule 14D-1"), to purchase up to 22,500
of the outstanding Units of the Partnership, upon the terms and conditions set
forth in the Offer to Purchase dated November 22, 1996 (the "Offer to Purchase")
contained in the Schedule 14D-1, the Assignment of Limited Partnership Units,
and the related Letter to Unitholders dated November 22, 1996 (which together
constitute the "Offer"). The Purchaser amended the Schedule 14D-1 in Amendment
No. 1 dated December 18, 1996. Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the meaning ascribed to them in the
Schedule 14D-9.
Item 2. Tender Offer of the Bidder.
Item 2 is hereby supplemented and amended to add as a co-bidder SCG
Investors II, L.L.C., a Connecticut limited liability company, which serves as
the managing member of the Purchaser.
Item 8. Additional Information to be Furnished.
Item 8 is hereby supplemented and amended as follows:
The information set forth in the Letter to Unitholders of Scottsdale
Land Trust Limited Partnership, dated December 27, 1996, which is attached
hereto as Exhibit 1(a), is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the following, a
copy of which are attached hereto as an Exhibit.
Exhibit 1(a) Letter to Unitholders dated December 27, 1996.
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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: December 27, 1996 FFCA MANAGEMENT COMPANY
LIMITED PARTNERSHIP, General Partner
of Scottsdale Land Trust Limited Partnership
By: PERIMETER CENTER MANAGEMENT
COMPANY, Corporate General Partner
By: /s/ Morton H. Fleischer
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Morton H. Fleischer, President and
Chief Executive Officer
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EXHIBIT 1(a)
FFCA MANAGEMENT COMPANY LIMITED PARTNERSHIP
17207 North Perimeter Drive
Scottsdale, Arizona 85255-5402
December 27, 1996
To Unitholders of Scottsdale Land
Trust Limited Partnership
In a letter dated December 18, 1996 to the unitholders (the
"Unitholders") of Scottsdale Land Trust Limited Partnership (the "Partnership"),
SV Fairfield II, L.L.C. and SCG Investors II, L.L.C. (collectively, the
"Purchaser") extended the expiration date of its offer to purchase up to 22,500
Partnership units (the "Units"), at a purchase price of $400 per Unit, until
12:00 midnight, New York City time, on Friday, January 10, 1997 (the "Offer").
In its letter, the Purchaser made statements which FFCA Management Company
Limited Partnership, the General Partner of the Partnership (the "General
Partner"), believes are inaccurate or misleading. The General Partner would like
to take this opportunity to clarify these statements for you.
The Purchaser stated that there is no direct correlation between the
land parcel sales prices received by the Partnership and the amount distributed
to you as a Unitholder. In recent sales, however, substantially all of the
proceeds received by the Partnership have been distributed to the Unitholders.
The approximately $4.82 per square foot distributed to the Unitholders from the
first three land parcels sold at The Perimeter Center is significantly more than
the Purchaser's implied offer for the remaining land available for sale of $1.31
per square foot. There can be no assurance, however, that proceeds from the land
sales under contract for sale, and from the land parcels subject to options,
will result in similar distributions.
The Purchaser stated that its offer of $400 per Unit is a premium above
secondary market sales prices for the Units. For the months of October and
November of 1996, eight transactions were reported to the General Partner
representing 167 Units. In each of these transactions, the net sale price per
Unit was in excess of $400.
The Purchaser states "that a substantial portion of any taxable income
generated during the last eight years will likely be treated as portfolio income
because it was generated from a loan." The General Partner has been providing
Unitholders with this information for the last eight years on the Schedule K-1.
The General Partner believes, however, that the Partnership's current
activities, namely land sales, are expected to generate passive income, which
may be used to offset passive losses carried over from the Partnership or
generated by your other
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investments. As stated in the General Partner's letter to the Unitholders dated
December 6, 1996, if a substantial number of Units are tendered to the
Purchaser, this income may be treated in a manner similar to portfolio income,
which may negatively affect those Unitholders who believed that income generated
by the Partnership would be available to offset passive losses from the
Partnership or other sources.
Finally, the General Partner wishes to inform the Unitholders that
since the date of its last letter, the Partnership has sold another property
consisting of approximately 165,511 square feet for a sale price of
approximately $6.00 per square foot, for a total sale price of $993,066, which
is subject to adjustment for sale and transfer expenses. It is anticipated that
the Partnership will make a distribution to the Unitholders from the proceeds of
this sale on February 14, 1997.
If you have any questions regarding the General Partner's conclusions
and recommendations relating to the Purchaser's Offer, please call William S.
Parker, Investor Services, FFCA Management Company Limited Partnership, at (602)
585-4500.
Thank you for your continued interest in Scottsdale Land Trust Limited
Partnership.
Very truly yours,
FFCA MANAGEMENT COMPANY LIMITED
PARTNERSHIP, General Partner of Scottsdale Land
Trust Limited Partnership
By: PERIMETER CENTER MANAGEMENT COMPANY,
Corporate General Partner
By: /s/ Morton H. Fleischer
Morton H. Fleischer, President and
Chief Executive Officer
