SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 2)
BALCOR PENSION INVESTORS-II
(Name of Subject Company)
BALCOR PENSION INVESTORS-II
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Thomas E. Meador
Chairman
The Balcor Company
Bannockburn Lake Office Plaza
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
(847) 267-1600
(Name, Address and Telephone Number of Persons Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
Copy To:
Herbert S. Wander
Lawrence D. Levin
Katten Muchin & Zavis
Suite 1600
525 West Monroe Street
Chicago, Illinois 60661-3693
(312) 902-5200
This Amendment No. 2 to Schedule 14D-9 amends the Schedule 14D-9 (the
"Schedule 14D-9") filed by Balcor Pension Investors-II, an Illinois limited
partnership (the "Partnership"), with the Securities and Exchange Commission on
May 29, 1996 and previously amended by Amendment No. 1 filed May 31, 1996. All
capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to such terms in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation
Item 4(b)(v) hereby is amended to include the following additional
information:
"In addition, the sale of Hollowbrook apartments has been approved by
the Partnership. The negotiated price is approximately 46% above the
Alex. Brown valuation for this property. If the sale is consummated at
the negotiated price, the net proceeds would result in a distribution to
holders of Units of approximately $39 per Unit. When added to the
projected distributions from the Cumberland Pines apartments and Sherwood
Acres apartments described above, distributions of proceeds from these
three assets would total approximately $227 per Unit, or 91% of the Walton
Street offer and the Partnership will still own three assets. No
assurance can be given that a contract will be entered into with respect
to the Hollowbrook apartments, or what the final distribution will be if
this transaction, or the other transactions described above, are
consummated."
Item 7. Certain Negotiations and Transactions by the Subject Company
Item 7 hereby is amended by removing the information presently provided in
Item 7(a) and inserting the following as a new Item 7(a):
"On June 3, 1996, the Partnership received a non-binding proposal
from Heitman/JMB Advisory Corporation ("Heitman") to purchase all of the
Partnership's one remaining real properties and the Partnership's
remaining mortgage loan. Inasmuch as this proposal included certain
Partnership properties which are already under contract or otherwise
committed to third parties (see the Letter to Investors filed herewith as
Exhibit 1 ("Letter") and in addition contained terms and conditions which
are not acceptable to the Partnership, representatives of the General
Partner spoke with representatives of Heitman in an attempt to determine
the viability of the Heitman proposal and to request additional
information on certain matters, including Heitman's source of capital. On
June 6, 1996, the Partnership delivered a non-binding counterproposal to
Heitman setting forth the Partnership's asking price for the assets which
would be available for sale, and the basic terms and conditions upon which
the Partnership would be agreeable to pursuing negotiations. As of this
time, Heitman has not responded to this counterproposal and accordingly,
the General Partner does not know whether or not the terms and conditions
thereof are acceptable to Heitman.
Even if Heitman and the Partnership proceed with negotiations, the
Heitman Proposal is contingent on many factors including among others
Heitman's satisfactory due diligence review of the Partnership's
properties, the negotiation of a mutually acceptable purchase agreement
and Heitman's ability to obtain adequate capital to consummate the
transaction. Additionally, a sale of all or substantially all of the
Partnership's assets will require the approval of the holders of a
majority of the outstanding Units. If a contract for the sale of the
assets is executed with Heitman, the General Partner will attempt to
obtain the necessary Limited Partner approval through a proxy
solicitation.
As a result of the significant contingencies and conditions alluded
to above, there can be no assurance that a sale to Heitman will ultimately
be consummated, and in fact there is a very substantial risk that it will
not be. However, in the event that a sale of the assets is consummated at
the price contemplated in the Partnership's counterproposal, the net
proceeds from a sale to Heitman which would be available for distribution
to Limited Partners, when added to the available proceeds of the potential
sales described in the Letter and Partnership cash reserves, would be
materially greater than the amount of the Walton Street Offer. Even in
the event that the sale to Heitman and the other sales described in the
Letter are consummated, there can be no assurance what actual dollar
amount of distributions to the Limited Partners will be achieved.
Except as set forth above, no negotiations are being undertaken or
are underway by the Partnership in response to the Offer which relate to
or would result in: (1) an extraordinary transaction such as a merger or
reorganization involving the Partnership or any affiliate controlled by
the Partnership; (2) a purchase, sale or transfer of a material amount of
assets by the Partnership or any affiliate controlled by the Partnership;
or (3) any material change in the present capitalization or distribution
policy of the Partnership."
Item 8. Additional Information to be Furnished.
Item 8(b)(i) hereby is amended to include the following additional
information:
"On June 5, in response to Motions to Dismiss filed by Walton Street
and Insignia, the Circuit Court of Cook County, Illinois, Chancery
Division, granted Walton Street's Motion to Dismiss and also granted
Insignia's Motion to Dismiss with leave to amend within 28 days. An
amended complaint asserting claims against Walton Street, Insignia and
Balcor was filed on June 11, 1996. Walton Street and Insignia have moved
to dismiss the amended complaint. Balcor's answer or other response to
the amended complaint is due on or before July 10, 1996."
Item 9. Material to be Filed as Exhibits
1. Item 9 hereby is amended by removing "4. (c)(3) Alex. Brown
Valuation Report" and "5. (c)(4) The Darby Valuation Report" and substituting
"4. (c)(3) The Darby Valuation Report" and "5. (c)(4) Alex. Brown Valuation
Report"
2. Item 9 hereby is amended to include the following exhibit:
"6. (c)(5) Letter to Investors, dated June 17, 1996"
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: June 17, 1996 BALCOR PENSION INVESTORS-II
By: Balcor Mortgage Advisors,
its general partner
By: RGF-Balcor Associates,
a general partner
By: The Balcor Company,
a general partner
By: /s/Thomas E. Meador
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Thomas E. Meador, Chairman