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
NATIONAL PROPERTY INVESTORS 7
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(Name of Subject Company)
NATIONAL PROPERTY INVESTORS 7
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(Names of Persons 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)
MARTHA L. LONG
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
4582 ULSTER STREET PARKWAY, SUITE 1100
DENVER, COLORADO 80237
(303) 757-8101
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of the persons filing statement)
Copies to:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
and
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
SCHEDULE 14D-9
This Schedule 14D-9 relates to the offer by AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), to purchase units of limited
partnership interest (the "Units") of National Property Investors 7, a
California limited partnership (the "Partnership"), at a price of $40.27 per
unit in cash, subject to the conditions set forth in the Offer to Purchase dated
June 14, 2004, and in the related Letter of Transmittal, as each may be amended
and supplemented from time to time (collectively, the "Offer"). Copies of the
Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO
as Exhibits (a)(1) and (a)(2), respectively.
ITEM 1. SUBJECT COMPANY INFORMATION.
(a) The information set forth under "THE LITIGATION SETTLEMENT
OFFER -- Certain Information Concerning Your Partnership" in the Offer to
Purchase is incorporated herein by reference. 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.
(b) This Schedule 14D-9 relates to the units of limited partnership
interest of National Property Investors 7, of which 60,517 units were issued and
outstanding as of March 31, 2004.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Schedule 14D-9 is being filed by National Property Investors 7, a
California limited partnership (the "Partnership"), of which the managing
general partner is NPI Equity Investments, Inc. 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
LITIGATION SETTLEMENT OFFER -- 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 "THE LITIGATION SETTLEMENT
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 "THE LITIGATION SETTLEMENT
OFFER -- Position of the General Partner of Your Partnership With Respect to the
Offer" in the Offer to Purchase is incorporated herein by reference.
(c) Not applicable.
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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.
ITEM 9. EXHIBITS.
<Table>
(a)(1) Offer to Purchase dated June 14, 2004 (incorporated by
reference herein).
(a)(2) Letter of Transmittal and related Instructions (incorporated
by reference herein).
(a)(3) Letter from AIMCO OP to the Limited Partners of National
Property Investors 7 (incorporated by reference herein).
(e) Not applicable.
(g) None.
</Table>
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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.
NATIONAL PROPERTY INVESTORS 7
By: NPI Equity Investments, Inc.
Managing General Partner
By: /s/ MARTHA L. LONG
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Martha L. Long
Senior Vice President
Dated: June 14, 2004
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