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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 [X]
Filed by a Party other than the Registrant [ ]
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
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CENTURY HILLCRESTE APARTMENT INVESTORS L.P.
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(Name of Registrant as Specified In Its Charter)
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CENTURY HILLCRESTE APARTMENT INVESTORS L.P.
9090 Wilshire Blvd., Suite 201
Beverly Hills, California 90211
January 9, 1997
Dear Unitholder:
Everest HillCreste Investors, LLC ("Everest"), mailed you a proxy in
December, 1996, soliciting your approval of a sale to Everest of the
Partnership's primary asset, the HillCreste (the "Property"), for $40.0 million
in cash (the "Everest Proposal"), subject to material conditions set forth
therein. This price is less than the independent appraisal of the Property's
value at $46.9 million as of February 7, 1996 (the "Appraisal") which the
Partnership received and previously reported to you. In addition, the
Partnership will shortly be receiving an update of the Appraisal.
Following receipt of the Everest Proposal, the Partnership has received
four non-binding expressions of interest in the Property from unaffiliated
third parties. These expressions of interest set forth conditional purchase
prices of $41,700,000, $44,700,000, $40,200,000 and $41,000,000. Each has
various material contingencies and conditions which may or may not be able to
be satisfied.
There can be no assurance that any alternative to the Everest Proposal
will result in the sale of the Property at a price in excess of the Everest
Proposal, or that any transaction will be consummated.
You should also be aware that under the Amended and Restated Agreement
of Limited Partnership of the Partnership (the "Partnership Agreement"), the
special limited partner, an affiliate of NAPICO, has, on the terms set forth in
the Partnership Agreement, a right of first refusal to purchase the Property
for a price and on terms equal to the proposed sale price and terms, and such
affiliate may, depending upon the ultimate terms of any sales transaction,
elect to exercise such right. In addition, you should also be aware that, under
the Partnership Agreement, certain fees and expenses are paid to the general
partners and their affiliates as follows: (i) a partnership management fee of
$50,000 annually is payable to NAPICO, (ii) HillCreste Properties Inc., the
non-managing General Partner of the Partnership and a subsidiary of Lehman
Brothers, is entitled to be reimbursed for certain Partnership expenses, not to
exceed $50,000 annually, and (iii) NAPICO has a 1% General Partner interest
which entitles it to quarterly distributions of 1% (as defined in the
Partnership Agreement).
The following may be deemed to be participants for purposes of this
communication: NAPICO, the managing general partner of the Partnership, and its
directors: Charles H. Boxenbaum, Bruce E. Nelson, Alan I. Casden, Henry C.
Casden, and Brian D. Goldberg; and HillCreste Properties Inc. and its sole
director, Rocco F. Andriola. None of these individuals beneficially owns any
Units.
Shortly the Partnership will mail you the proxy statement, required to
be filed with the Securities and Exchange Commission, which among other things,
may include the expressions of interest.
Very truly yours,
NATIONAL PARTNERSHIP INVESTMENTS CORP.
Managing General Partner
