1
Securities and Exchange Commission
Washington, D.C. 20547
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
Springhill Lake Investors Limited Partnership
- --------------------------------------------------------------------------------
(Name of Subject Company)
Springhill Lake Investors Limited Partnership
- --------------------------------------------------------------------------------
(Names of Persons Filing Statement)
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Patrick J. Foye
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
- --------------------------------------------------------------------------------
(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
Copies to:
Gregory M. Chait
Katherine M. Koops
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
2
The information in this (the "Offer")"Offer to Purchase of AIMCO
Properties, L.P., dated August 29, 2001, Exhibit (a) hereto, is incorporated
herein by reference in answer to all of the Items of this Schedule 14D-9 except
as otherwise set forth below:
Item 2. Identity and Background of Filing Person.
This Schedule 14D-9 is being filed by Springhill Lake Investors Limited
Partnership, a Maryland limited partnership (the "Partnership"). The
Partnership's business address is Colorado Center, Tower Two, 2000 South
Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222, and its telephone
number is (303) 757-8101. Units of limited partnership of the Partnership are
the subject of the tender offer.
Not Applicable
Item 9. Exhibits.
(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (1) to
Schedule TO of AIMCO Properties, L.P. dated August 29, 2001, is
incorporated herein by reference.)
(b) Letter to Limited Partners dated August 29, 2001 (Exhibit 4 to
Schedule TO of AIMCO Properties, L.P. dated August 29, 2001 is
incorporated herein by reference).
2
3
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: August 29, 2001
SPRINGHILL LAKE INVESTORS LIMITED
PARTNERSHIP
a Maryland limited partnership
By: Three Winthrop Properties, Inc.
Its General Partner
By: /s/ Patrick J. Foye
-------------------------------
Patrick J. Foye
Executive Vice President
3
4
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a) Offer to Purchase of AIMCO Properties, L.P. (Exhibit (1) to
Schedule TO of AIMCO Properties, L.P. dated August 29, 2001, is
incorporated herein by reference.)
(b) Letter to Limited Partners dated August 29, 2001 (Exhibit 4 to
Schedule TO of AIMCO Properties, L.P. dated August 29, 2001 is
incorporated herein by reference).
</Table>
4