SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Riverside Park Associates Limited Partnership
(Name of Subject Company)
Riverside Park Associates Limited Partnership
(Names of Person(s) Filing Statement)
Limited Partnership Units
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
| o | | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
TABLE OF CONTENTS
SCHEDULE 14D-9
This Schedule 14D-9 relates to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Riverside Park Associates Limited Partnership, a Delaware limited partnership, at a price of $64,429 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated October 1, 2007 and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “Offer”). Copies of the Offer to Purchase and the Letter of Transmittal are filed with this Schedule 14D-9 as Exhibits (a)(1) and (a)(2), respectively.
Item 1. Subject Company Information.
(a) The information set forth under “The Offer — Section 7. Certain Information Concerning Your Partnership” in the Offer to Purchase is incorporated herein by reference. The Partnership’s principal executive offices are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
(b) This Schedule 14D-9 relates to the units of limited partnership interest of Riverside Park Associates Limited Partnership, of which 567.79 units were issued and outstanding as of December 31, 2006.
Item 2. Identity and Background of Filing Person.
(a) This Schedule 14D-9 is being filed by Riverside Park Associates Limited Partnership, a Delaware limited partnership (the “Partnership”), of which the sole general partner is AIMCO/Riverside Park Associates GP, LLC, a Delaware limited liability company. The Partnership’s principal executive officers are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
(d) The information set forth under “Summary Term Sheet” and “The Offer — Section 6. Information Concerning Us and Certain of Our Affiliates” in the Offer to Purchase is incorporated herein by reference.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
(d) The information set forth under “Special Factors — Conflicts of Interest and Transactions with Affiliates” in the Offer to Purchase is incorporated herein by reference.
Item 4. Solicitation or Recommendation.
(a) and (b) The information set forth under “Special Factors — Fairness of the Offer” in the Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
Not Applicable.
Item 6. Interest in Securities of the Subject Company.
(b) Not applicable.
Item 7. Purposes of the Transaction and Plans or Proposals.
(d) Not Applicable.
Item 8. Additional Information.
(b) The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference.
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Item 9. Exhibits.
| | | |
| (a)(1) | | Offer to Purchase dated October 1, 2007 (incorporated by reference herein to the applicable exhibit filed with the Schedule TO filed on August 28, 2007, relating to the Offer). |
| | | |
| (a)(2) | | Letter of Transmittal and related Instructions (incorporated by reference herein to the applicable exhibit filed with the Schedule TO filed on October 1, 2007, relating to the Offer). |
| | | |
| (a)(3) | | Letter from Aimco OP to the Limited Partners of Riverside Park Associates Limited Partnership (incorporated by reference herein to the applicable exhibit filed with the Schedule TO filed on October 1, 2007, relating to the Offer). |
| | | |
| (e) | | Not applicable. |
| | | |
| (g) | | 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: October 1, 2007
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| | | RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP |
| | | |
| | | | | | | |
| | | By: | | AIMCO/Riverside Park Associates GP, LLC | | |
| | | | | General Partner | | |
| | | | | | | |
| | | By: | | /s/ Martha L. Long | | |
| | | | | Martha L. Long | | |
| | | | | Senior Vice President | | |
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