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
CONSOLIDATED CAPITAL GROWTH FUND
(Name of Subject Company)
CONSOLIDATED CAPITAL GROWTH FUND
(Name of Person(s) Filing Statement)
UNITS OF LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
NONE
(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
(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; MPF
Flagship Fund 10, LLC; MPF DeWaay Premier Fund 2, LLC; MPF Blue Ridge Fund I,
LLC; MPF Blue Ridge Fund II, LLC and MacKenzie Patterson Fuller, LP
(collectively, the "Offerors"), to purchase up to 12,300 units of limited
partnership interest ("Units") of Consolidated Capital Growth Fund, a California
limited partnership, at a price of $75.00 per Unit in cash, less the amount of
any distributions declared or made with respect to the Units between April 7,
2006 and May 22, 2006 or such other date to which the offer may be extended. The
offer to purchase Units is being made pursuant to an Offer to Purchase, dated as
of April 7, 2006 (the "Offer to Purchase"), and a related Letter of Transmittal,
copies of which were filed with the Securities and Exchange Commission (the
"SEC") on April 7, 2006.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Consolidated Capital Growth Fund, 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 units of limited partnership interest of the Partnership. As of
December 31, 2005, 49,196 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 ConCap Equities, Inc., a Delaware
corporation (the "General Partner"). 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 $75.00 per Unit, less the amount
of any distributions declared or made with respect to the Units between April 7,
2006 and May 22, 2006 or such other date to which the offer may be extended. 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 April 7, 2006.
As set forth in the Offer to Purchase incorporated by reference into the
Schedule TO, the principal business address of the Offerors is 1640 School
Street, Moraga, California 94556.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The Partnership has no employees and depends on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement
provides for certain payments to affiliates for services and reimbursement of
certain expenses incurred by affiliates on behalf of the Partnership. The
General Partner is a subsidiary of Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.
Affiliates of the General Partner receive 5% of gross receipts from the
Partnership's property as compensation for providing property management
services. The Partnership paid to such affiliates approximately $171,000 and
$147,000 for the years ended December 31, 2005 and 2004, respectively, which is
included in operating expenses.
An affiliate of the General Partner charged the Partnership reimbursement
of accountable administrative expenses amounting to approximately $195,000 and
$153,000 for the years ended December 31, 2005 and 2004, respectively, which is
included in general and administrative expenses and investment property. The
portion of these reimbursements included in investment property for the years
ended December 31, 2005 and 2004 are fees related to construction management
services provided by an affiliate of the General Partner of approximately
$65,000 and $24,000, respectively. At December 31, 2005, the Partnership owed
approximately $179,000 for accountable administrative expenses, which is
included in due to affiliates.
The Partnership Agreement provides for a fee equal to 9% of the total
distributions made to the limited partners from "cash available for
distribution" (as defined in the Partnership Agreement) to be paid to the
General Partner for executive and administrative management services. No fees
were paid for the years ended December 31, 2005 and 2004.
During the year ended December 31, 2005, an affiliate of the General
Partner advanced the Partnership approximately $2,720,000 to cover the closing
costs and the deficiency between the prior mortgage payoff and the new mortgage
on The Lakes Apartments and approximately $217,000 for property and Partnership
operations and capital improvements. During the year ended December 31, 2004, an
affiliate of the General Partner advanced the Partnership approximately $830,000
to assist in paying the city taxes related to the sales of two investment
properties and to fund replacement reserves at The Lakes Apartments. Interest is
charged at the prime rate plus 2% (9.25% at December 31, 2005) and was
approximately $166,000 and $28,000 for the years ended December 31, 2005 and
2004, respectively. The Partnership repaid approximately $4,000 of advances from
an affiliate of the General Partner during the year ended December 31, 2005.
There were no payments during the year ended December 31, 2004. At December 31,
2005 the total balance of advances and accrued interest due to an affiliate of
the General Partner was approximately $3,957,000 and is included in due to
affiliates on the accompanying balance sheet.
The Partnership insures its property up to certain limits through coverage
provided by AIMCO which is generally self-insured for a portion of losses and
liabilities related to workers compensation, property casualty, general
liability and vehicle liability. The Partnership insures its property above the
AIMCO limits through insurance policies obtained by AIMCO from insurers
unaffiliated with the General Partner. During the years ended December 31, 2005
and 2004, the Partnership was charged by AIMCO and its affiliates approximately
$67,000 and
$62,000, respectively, for insurance coverage and fees associated with policy
claims administration.
In addition to its indirect ownership of the general partner interest in
the Partnership, AIMCO and its affiliates owned 32,142.75 Units in the
Partnership representing 65.34% of the outstanding Units at December 31, 2005. A
number of these Units were acquired pursuant to tender offers made by AIMCO or
its affiliates. It is possible that AIMCO or its affiliates will acquire
additional Units in exchange for cash or a combination of cash and units in
AIMCO Properties, L.P., the operating partnership of AIMCO, either through
private purchases or tender offers. Pursuant to the Partnership Agreement, unit
holders holding a majority of the Units are entitled to take action with respect
to a variety of matters that include, but are not limited to, voting on certain
amendments to the Partnership Agreement and voting to remove the General
Partner. As a result of its ownership of 65.34% of the outstanding Units, AIMCO
and its affiliates are in a position to control all such voting decisions with
respect to the Partnership. Although the General Partner owes fiduciary duties
to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of
the General Partner, as general partner, to the Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO
as its sole stockholder.
ITEM 4. SOLICITATION OR RECOMMENDATION.
The information set forth in the Letter to the Unit holders, dated as of
April 17, 2006, a copy of which is attached hereto as Exhibit (a)(2), 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 17, 2006, a copy of which is attached hereto as Exhibit (a)(2), is
incorporated herein by reference.
ITEM 9. EXHIBITS.
(a)(2) Letter to the Unit Holders of the Partnership, dated April 17, 2006.
(e) Not applicable.
(g) Not applicable.
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: April 17, 2006
CONSOLIDATED CAPITAL GROWTH FUND
By: ConCap Equities, Inc.
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(General Partner)
By: /s/ Martha L. Long
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Senior Vice President