SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. )
NATIONAL PROPERTY INVESTORS 6
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(Name of Subject Company)
NATIONAL PROPERTY INVESTORS 6
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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)
Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
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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)
[ ] 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 a tender offer by MPF-NY 2005, LLC,
Steven Gold, Moraga Gold, LLC, MacKenzie Patterson Special Fund 7, LLC, MPF
Special Fund 8, LLC, MP Falcon Growth Fund 2, LLC, MP Value Fund 7, LLC, MPF
Flagship 9, LLC, MPF Dewaay Premier 2, LLC, MacKenzie Patterson Fuller, Inc. and
C.E. Patterson (collectively, the "Offerors"), to purchase limited partnership
units ("Units") of National Property Investors 6, at a price of $55.00 per Unit
in cash. The offer to purchase Units is being made pursuant to an Offer to
Purchase of the Offerors, dated as of March 23, 2005 (the "Offer to Purchase"),
and a related Letter of Transmittal, copies of which were filed with the
Securities and Exchange Commission (the "SEC") on March 23, 2005.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is National Property Investors 6, a
California limited partnership (the "Partnership"). The address of the principal
executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089,
Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.
The title of the class of equity securities to which this Schedule
14D-9 relates is the limited partnership units of the Partnership. As of April
4, 2005, 109,600 Units were outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule 14D-9 is being filed by the Partnership, the subject
company. The Partnership's general partner is NPI Equity Investments, Inc., a
Florida corporation. The Partnership's business address and telephone number are
set forth in Item 1 above.
This Schedule 14D-9 relates to a tender offer by the Offerors to
purchase Units of the Partnership in cash, at a price of $55.00 per Unit. The
offer to purchase Units in the Partnership is being made pursuant to the Offer
to Purchase and a related Letter of Transmittal. The tender offer is described
in a Tender Offer Statement on Schedule TO (as amended and supplemented from
time to time, the "Schedule TO"), which was filed with the SEC on March 23,
2005. As set forth in the Offer to Purchase incorporated by reference into the
Schedule TO, the principal business address of each of the Offerors is 1640
School Street, Moraga, California 94556.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information set forth in the Letter to the Unit holders, dated as
of April 5, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The information set forth in the Letter to the Unit holders, dated as
of April 5, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Not applicable.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in the Letter to the Unit holders, dated as
of April 5, 2005, a copy of which is attached hereto as Exhibit (a)(1), is
incorporated herein by reference.
ITEM 9. EXHIBITS.
(a)(1) Letter to the Unit Holders of the Partnership, dated April 5, 2005.
(e) Not applicable.
(g) Not applicable.
SIGNATURE
After due 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: April 5, 2005
NATIONAL PROPERTY INVESTORS 6
By: NPI Equity Investments, Inc.
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(General Partner)
By: /s/ Martha L. Long
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Senior Vice President