================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Schedule 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 Consolidated Capital Properties V ------------------------------------- (Name of Subject Company) Consolidated Capital Properties V ------------------------------------- (Name of Person Filing Statement) Units of Limited Partnership Interest ------------------------------------- (Title of Class of Securities) None ------------------------------------- (CUSIP Number of Class of Securities) Patrick 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 Notices and Communications on Behalf of the Person(s) filing Statement) ================================================================================ This Amendment No. 1 amends the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement") filed with the Securities and Exchange Commission on June 2, 1999 by Consolidated Capital Properties V (the "Partnership") in connection with the offer for units of limited partnership interest in the Partnership by AIMCO Properties, L.P., a Delaware limited partnership. 4. The Solicitation or Recommendation Item 4 is hereby amended to read in its entirety as follows: "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." 9. Material to be Filed as Exhibits Item 9 is hereby amended to add the following: Exhibit (a)(4) - Letter to Limited Partners from the Partnership dated June 15, 1999. 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. CONSOLIDATED CAPITAL PROPERTIES V By: Concap Equities, Inc. General Partner By: /s/ Patrick Foye -------------------------------- Executive Vice President Date: June 15, 1999 EXHIBIT INDEX Exhibit No. Description ----------- ----------- (a)(4) Letter to Limited Partners from the Partnership dated June 15, 1999.