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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
Jacques-Miller Income Fund L.P.-II
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(Name of Subject Company)
Jacques-Miller Income Fund L.P.-II
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(Name of Person Filing Statement)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Patrick Foye
Jacques-Miller, Inc.
102 Woodmont Boulevard, Suite 420
Nashville, Tennessee 37205
(864) 239-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
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1. Security and Subject Company
The name of the subject company is Jacques-Miller Income Fund L.P.-II, a
Delaware limited partnership (the "Partnership"), and the address of the
principal executive offices of the Partnership is 102 Woodmont Boulevard, Suite
420, Nashville, Tennessee 37205. The title of the class of equity securities to
which this statement relates is limited partnership units ("Units") of the
Partnership.
2. Tender Offer of the Bidder
This Statement relates to the tender offer of AIMCO Properties, L.P. (the
"Purchaser"), to purchase up to 3,100 Units at a purchase price of $95 per Unit,
less the amount of any distributions declared or made with respect to the Units
from and after April 1, 1999 until payment for such Units, pursuant to the terms
and conditions of an Offer to Purchase dated April 1, 1999, as supplemented on
April 21, 1999 and on May 11, 1999 and the related Letter of Transmittal
(together, the "Offer"). The Offer is being made pursuant to a tender offer
statement on Schedule 14D-1 dated May 11, 1999.
The address of the Purchaser's executive offices is 1873 S. Bellaire
Street, 17th Floor, Denver, Colorado 80222.
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 Partnership's general partner is Jacques-Miller, Inc. (the "General
Partner. The General Partner and the Purchaser are each controlled by Apartment
Management and Investment Company ("AIMCO"), a Maryland real estate investment
trust and a co-bidder in the Offer.
Certain Relationships. The Purchaser and its affiliates do not currently
own any Units. The General Partner and the Purchaser are both controlled by
AIMCO.
4. The Solicitation or Recommendation
Because of the conflict of interest inherent in the fact that the General
Partner is, as described above, an affiliate of the Purchaser, the Partnership
is making no recommendation and is remaining neutral as to whether limited
partners should tender their Units pursuant to the Offer. The Partnership does
believe, however, that Limited Partners who desire to presently liquidate their
interest in the Partnership for cash should tender their Units for the greatest
purchase price available. In this regard, including the Purchaser's offer, the
Partnership is aware of two outstanding offers for Units: the Purchaser's offer
at $95 per Unit; and an offer by Peachtree Partners (an unaffiliated third
party) at $85 per Unit less a $100 transfer fee.
5. Persons Retained, Employed or to be Compensated
Neither the Partnership nor any person acting on its behalf has or
currently intends to employ, retain or compensate any person or class of persons
to make solicitations or recommendations to limited partners on its behalf
concerning the Offer.
6. Certain Negotiations and Transactions by the Subject Company
(a) No acquisitions of Units were made in the past 60 days by the Purchaser
or AIMCO.
(b) Not applicable.
7. Certain Negotiations and Transactions with the Subject Company.
(a)(1) None
(a)(2) None
(a)(3) The Purchaser is an affiliate of the General Partner.
(a)(4) None
(b) None
8. Additional Information to be Furnished
None.
9. Material to be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit (a) - Letter to Limited Partners from the Partnership dated May 11,
1999.
Exhibit (b) - None
Exhibit (c) - 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.
JACQUES-MILLER INCOME FUND L.P.-II
By: Jacques-Miller, Inc.
General Partner
By: /s/ Patrick Foye
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Executive Vice President
Date: May 11, 1999