Securities and Exchange Commission
Washington, D.C. 20547
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
REAL ESTATE ASSOCIATES LIMITED II
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(Name of Subject Company)
REAL ESTATE ASSOCIATES LIMITED II
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(Name of Person(s) Filing Statement)
Limited Partnership Units
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Patrick J. Foye
Executive Vice President
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
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(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Gregory M. Chait
Robert Barker
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
Sixteenth Floor
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.
SCHEDULE 14D-9
This Amendment No. 1 to Schedule 14D-9 relates to a tender offer by
AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), to
purchase units of limited partnership interest ("Units") of Real Estate
Associates Limited II, a California limited partnership (the "Partnership"), at
a price of $117.00 per unit in cash. The offer to purchase Units in the
Partnership is being made pursuant to an Offer to Purchase of AIMCO Properties,
dated as of September 16, 2002 (the "Offer to Purchase"), and a related Letter
of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2)
hereto, respectively.
This Amendment No. 1 amends Items 4 and 9 of Schedule 14D-9, filed
previously by Real Estate Associates Limited II.
ITEM 1. SUBJECT COMPANY INFORMATION.
(a) and (b) The information set forth under "THE OFFER--Section 13.
Certain Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Schedule 14D-9 is being filed by the Partnership whose general
partners are AIMCO Capital, Inc., a California corporation, and Coast Housing
Investments Associates, a California limited partnership. The Partnership's
business address is 9090 Wilshire Blvd., Suite 201, Beverly Hills, California
90211, and its telephone number is (310) 278-2191.
(d) The information set forth under "THE OFFER--Section 8. Information
Concerning Us and Certain of Our Affiliates," "SUMMARY TERM SHEET" and "THE
OFFER" in the Offer to Purchase is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(d) The information set forth under "SUMMARY TERM SHEET--Conflicts of
Interest," and "THE OFFER--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 "SUMMARY TERM SHEET--No
General Partner Recommendation" and "THE OFFER--Section 10. Position of the
General Partner of Your Partnership with Respect to the Offer" in the Offer to
Purchase is incorporated herein by reference.
The information contained in Exhibits (a)(4), (a)(5) and (a)(6) is
incorporated herein by reference.
(c) The information set forth under "THE OFFER--Section 8. Information
Concerning Us and Certain of Our Affiliates" in the Offer to Purchase is
incorporated herein by reference.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) 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 is incorporated
herein by reference.
ITEM 9. EXHIBITS.
(a)(1) Offer to Purchase of AIMCO Properties Units of the Partnership
(Exhibit (a)(1) to Schedule TO of AIMCO Properties, dated
September 16, 2002, is incorporated herein by reference).
(a)(2) Letter of Transmittal and related Instructions (Exhibit (a)(2)
to Schedule TO of AIMCO Properties, dated September 16, 2002,
is incorporated herein by reference).
(a)(3) Letter to Limited Partners of the Partnership, dated September
16, 2002 (Exhibit (a)(4) to Schedule TO of AIMCO Properties,
dated September 16, 2002, is incorporated herein by
reference).
(a)(4) Letter to Limited Partners of the Partnership, dated October
31, 2002 (Exhibit (a)(8) to Schedule TO/A of AIMCO Properties,
dated October 31, 2002, is incorporated herein by reference).
(a)(5) Tender offer materials of McDowell Foods, Inc., dated October
15, 2002, distributed to the Limited Partners of the
Partnership.
(a)(6) Letter to Limited Partners of the Partnership, dated November
5, 2002.
(e) Not applicable.
(g) None.
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: November 5, 2002
REAL ESTATE ASSOCIATES LIMITED II
By: AIMCO CAPITAL, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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(a)(1) Offer to Purchase of AIMCO Properties Units of the Partnership
(Exhibit (a)(1) to Schedule TO of AIMCO Properties, dated
September 16, 2002, is incorporated herein by reference).
(a)(2) Letter of Transmittal and related Instructions (Exhibit (a)(2)
to Schedule TO of AIMCO Properties, dated September 16, 2002,
is incorporated herein by reference).
(a)(3) Letter to Limited Partners of the Partnership, dated September
16, 2002 (Exhibit (a)(4) to Schedule TO of AIMCO Properties,
dated September 16, 2002, is incorporated herein by
reference).
(a)(4) Letter to Limited Partners of the Partnership, dated October
31, 2002 (Exhibit (a)(8) to Schedule TO/A of AIMCO Properties,
dated October 31, 2002, is incorporated herein by reference).
(a)(5) Tender offer materials of McDowell Foods, Inc., dated October
15, 2002, distributed to the Limited Partners of the
Partnership.
(a)(6) Letter to Limited Partners of the Partnership, dated November
5, 2002.
(e) Not applicable.
(g) None.
</Table>