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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
A CALIFORNIA LIMITED PARTNERSHIP
(Name of Registrant as Specified In Its Charter)
EVEREST HILLCRESTE INVESTORS, LLC
a California Limited Liability Company
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SUPPLEMENT TO PROXY SOLICITATION
FOR
CENTURY HILLCRESTE APARTMENT INVESTORS, L.P.
EVEREST HILLCRESTE INVESTORS HAS INCREASED ITS OFFER TO PURCHASE THE
CENTURY HILLCRESTE APARTMENTS TO $47 MILLION. In order to complete this sale
(previously submitted for your approval) and liquidate your investment in this
Partnership, we need your immediate response.
YOUR VOTE IS VERY IMPORTANT
IF YOU WANT TO LIQUIDATE YOUR INVESTMENT NOW!
Please consider the following facts:
- EVEREST HAS RAISED THE PURCHASE PRICE IT IS OFFERING FOR THE CENTURY
HILLCRESTE APARTMENTS FROM $40 MILLION TO $47 MILLION.
- Everest's price exceeds by $2.3 million the highest proposal indicated
by the general partner in its January 9, 1997 letter to Limited
Partners (which other proposals are subject to unspecified
contingencies and possible purchase price reductions). Everest has also
been advised that the general partner told at least two of the bidders
that the property was not for sale.
- Everest's offer exceeds by $1.5 million the proceeds that would be
available from a sale at the most recent appraisal of the property
reported by the general partner (after deduction of an assumed 3%
brokerage commission). The Partnership will pay no fees or commissions
to Everest.
- Everest's offer would result in an estimated liquidating distribution
of $6.94 per Unit. This distribution, together with prior distributions
from the Partnership, would equal approximately 122% of your original
investment.
- The managing general partner has been sued by the Partnership and the
non-managing general partner for mismanagement of the Partnership's
assets. The managing general partner and its affiliates agreed to pay
over $600,000 to the Partnership to settle this lawsuit and
relinquished the right to manage the property. The same managing
general partner that opposes a sale of the property continues to manage
the Partnership's affairs.
- An IRA investor may spend $40-$50 per year to hold this investment and
non-IRA investors may pay accountant's fees in excess of $100 per year.
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This letter has been prepared by Everest Hillcreste Investors, LLC (which
is not affiliated with the general partners of the Partnership) and constitutes
an amendment to the Proxy Statement dated December 12, 1996 sent by Everest
regarding the proposed purchase by Everest of the Century Hillcreste Apartments.
The terms of the offer described in the Proxy Statement are amended in the
following manner only:
1. The purchase price for the property has been increased from
$40,000,000 to $47,000,000 and the estimated per unit proceeds (calculated
on the basis stated in the Proxy Statement) to limited partners upon
liquidation of the Partnership has increased from $5.97 to $6.94.
2. Everest has replaced its financing for the purchase described in
the Proxy Statement with an agreement to sell the property to Bay Apartment
Communities, Inc., a New York Stock Exchange traded real estate investment
trust. Bay will purchase the property at the same time, at the same
purchase price ($47,000,000), and on the same terms as the purchase by
Everest from the Partnership. Bay has advised Everest that it has
sufficient liquid assets and existing lines of credit to finance the entire
purchase price. Everest will receive from Bay an advisory fee equal to
0.43% of the purchase price and a due diligence fee not to exceed $50,000.
3. The time for completing the purchase will no longer expire on
January 15, 1997. Everest proposes to complete the purchase as soon as is
possible after its approval by the Limited Partners. Under the Partnership
Agreement the Special Limited Partner, an affiliate of the managing general
partner, has a 45 day right (that is subject to termination in certain
events) to match any approved offer to acquire the property. Everest is not
able to confirm whether such right remains in effect.
4. Everest's and Bay's obligation to purchase the property will be
subject to the additional conditions that there are no unacceptable
exceptions to title or contracts or conditions materially and adversely
affecting the property, and the form of Purchase Agreement will be revised
accordingly. The purchase contract calls for a closing 5 business days
after signing.
Another copy of the proxy card is enclosed for your convenience. Please
complete the proxy card by using the enclosed postage-paid envelope.
IF YOU HAVE ALREADY VOTED AND DO NOT WISH TO CHANGE YOUR VOTE, YOU DO NOT
NEED TO SEND ANOTHER PROXY CARD.
For more information or another copy of the Proxy Statement, please
contact:
MORROW & CO., INC.
909 Third Avenue - 20th Floor
New York, NY 10022-4799
800-566-9061
Everest Hillcreste Investors, LLC
February 5, 1997
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PROXY OF LIMITED PARTNER
The undersigned has received the Proxy Statement of Everest Hillcreste
Investors, LLC, a California limited liability company ("Everest"), dated
December 12, 1996, and supplemented February 5, 1997, relating to (1)
authorization of Everest to notify National Partnership Investments Corp., the
Managing General Partner of Century HillCreste Apartment Investors, L.P., a
California limited partnership (the "Partnership"), to call a special meeting of
Limited Partners (the "Special Meeting") of the Partnership; (2) a proposal to
adopt a resolution at the Special Meeting approving the sale of the HillCreste
Apartments now owned by the Partnership to Everest for a purchase price of
$47,000,000 in cash (the "Proposed Sale"), which resolution will also include a
request to the Managing General Partner to distribute the available proceeds of
the Proposed Sale within 10 days of the completion of such sale or as soon
thereafter as possible; (3) authorization of Everest to vote for adjournment and
reconvening of the Special Meeting, if and to the extent necessary in the
judgment of Everest, to solicit further votes to approve the Proposed Sale; and
(4) authorization of Everest to vote, in its discretion, upon such other matters
as may properly come before the Special Meeting.
The undersigned, hereby appoints W. Robert Kohorst and David I. Lesser as
the proxy and attorney in fact of the undersigned, with full power of
substitution, to vote all Units held by the undersigned as follows for all
matters set forth in the above referenced Proxy Statement by signing and
returning this Proxy:
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(1) Authorization of Everest to notify the Managing General Grant Withhold
Partner to call a Special Meeting of the Limited Authority Authority
Partners................................................. [ ] [ ]
(2) Proposal to approve the sale of the HillCreste Apartments
to Everest and to distribute the available proceeds of For Against Abstain
the Proposed Sale........................................ [ ] [ ] [ ]
(3) Adjournment and reconvening of the Special Meeting....... Grant Withhold
Authority Authority
[ ] [ ]
(4) Authorization of Everest to vote upon such other matters Grant Withhold
as may properly come before the Special Meeting.......... Authority Authority
[ ] [ ]
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THIS PROXY IS SOLICITED ON BEHALF OF EVEREST HILLCRESTE INVESTORS, LLC,
WHICH IS NOT AFFILIATED WITH ANY OF THE GENERAL PARTNERS OF THE PARTNERSHIP.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED UNITHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, 3 AND 4.
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Dated: ___________ , 1997
If joint ownership ALL PARTIES SHOULD SIGN
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Signature of Investor
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Print Name of Investor
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Signature of Joint Investor (if any)
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Print Name of Joint Investor (if any)
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PLEASE RETURN THIS PROXY CARD PROMPTLY BY USING THE
ENCLOSED POSTAGE-PAID ENVELOPE.
PLACE IN U.S. MAIL OR FAX TO 212-754-8300
MORROW & CO., INC.
800-566-9061
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By Mail: By Hand/Overnight Delivery
Proxy Services Century HillCreste Apartment Investors, LP
P.O. Box 5336 c/o Morrow & Co., Inc.
New York, NY 10126-1445 909 Third Avenue - 20th Floor
New York, NY 10022-4799
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