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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
MULTI-BENEFIT REALTY FUND '87-1
(Name of Subject Company)
MULTI-BENEFIT REALTY FUND '87-1
(Name of Persons Filing Statement)
ClASS B UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
PATRICK J. FOYE
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
1873 SOUTH BELLAIRE STREET, 17TH FLOOR
DENVER, COLORADO 80222
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
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ITEM 1. SECURITY AND SUBJECT COMPANY.
This Statement relates to units of limited partnership interest
of Multi-Benefit Realty Fund '87-1, a California limited partnership
(the "Partnership"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado, 80222 (on and after
November 24, 1999: Colorado Center, Tower Two, 2000 South Colorado
Boulevard, Suite 2-1000, Denver, Colorado 80222).
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to a tender offer for Class B units of the
Partnership by AIMCO Properties, L.P., a Delaware limited partnership
(the "AIMCO OP"), with its business address located at 1873 South
Bellaire Street, 17th Floor, Denver, Colorado 80222 (on and after
November 24, 1999: Colorado Center, Tower Two, 2000 South Colorado
Boulevard, Suite 2-1000, Denver, Colorado 80222).
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Partnership, which is
the person filing this Statement, are set forth in Item 1
above.
(b) The tender offer is being made pursuant to an Litigation
Settlement Offer, dated November 15, 1999 (the "Litigation
Settlement Offer"), a copy of which is included as Exhibit
(a)(2) hereto. The information set forth in the Litigation
Settlement Offer under "The Offer -- Section 9. Background
and Reasons for the Offer" and "The Offer -- Section 11.
Conflicts of Interest and Transactions with Affiliates" in
the Litigation Settlement Offer is incorporated herein by
reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a), (b) The information set forth in the Litigation Settlement
Offer under "The Offer -- Section 10. Position of the General Partner
of Your Partnership With Respect to the Offer" is incorporated herein
by reference.
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ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) The information set forth in the Litigation Settlement Offer
under "The Offer -- Section 9. Background and Reasons for the
Offer -- Comparison of Consideration to Alternative Consideration
-- Our Prior Tender Offer" and "The Offer -- Section 13. Certain
Information Concerning Your Partnership -- Beneficial Ownership
of Interests in Your Partnership" is incorporated herein by
reference.
(b) Not applicable.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a)-(b) Not applicable.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
The Litigation Settlement Offer is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Letter to Limited Partners, dated November 15, 1999.
(a)(2) Litigation Settlement Offer, dated November 15, 1999 (Exhibit
(a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated
November 15, 1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated November 15, 1999 (Exhibit (a)(2)
to the Schedule 14D-1 of AIMCO Properties, L.P., dated November
15, 1999, is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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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.
Dated: November 15, 1999
MULTI-BENEFIT REALTY FUND '87-1
a California limited partnership
By: CONCAP EQUITIES, INC.
its General Partner
By: /s/ Patrick J. Foye
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Patrick J. Foye
Executive Vice President
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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(a)(1) Letter to Limited Partners, dated November 15, 1999.
(a)(2) Litigation Settlement Offer, dated November 15, 1999 (Exhibit
(a)(1) to the Schedule 14D-1 of AIMCO Properties, L.P., dated
November 15, 1999, is incorporated herein by reference).
(a)(3) Letter of Transmittal, dated November 15, 1999 (Exhibit (a)(2)
to the Schedule 14D-1 of AIMCO Properties, L.P., dated
November 15, 1999, is incorporated herein by reference).
(b) Not Applicable.
(c) Not Applicable.
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