-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHugPh+WThOMio6nD78Q4zz7Lil/u1amLqFI4DEDUW4RSL68+xtWChb8U+anEeIw eNOIFdlac+V7/WWm4Kmzkw== 0000950136-01-500511.txt : 20010528 0000950136-01-500511.hdr.sgml : 20010528 ACCESSION NUMBER: 0000950136-01-500511 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCES PENSION SHARES 5 LP CENTRAL INDEX KEY: 0000789987 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133353722 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 SEC ACT: SEC FILE NUMBER: 005-46827 FILM NUMBER: 1647971 BUSINESS ADDRESS: STREET 1: 5 CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172343000 MAIL ADDRESS: STREET 1: 5 CMABRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCES PENSION SHARES 5 LP CENTRAL INDEX KEY: 0000789987 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133353722 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9 BUSINESS ADDRESS: STREET 1: 5 CAMBRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6172343000 MAIL ADDRESS: STREET 1: 5 CMABRIDGE CENTER CITY: CAMBRIDGE STATE: MA ZIP: 02142 SC 14D9 1 file001.txt SCHEDULE 14D-9 - -------------------------------------------------------------------------------- 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 Resources Pension Shares 5, L.P. (Name of Subject Company) Resources Pension Shares 5, L.P. (Name of Person Filing Statement) Units of Limited Partnership Interest (Title of Class of Securities) None ------------------------------------- (CUSIP Number of Class of Securities) Carolyn Tiffany Resources Capital Corp. 7 Bulfinch Place, Suite 500 P.O. Box 9507 Boston, Massachusetts 02114 (617) 570-4600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) filing Statement) ITEM 1. SUBJECT COMPANY INFORMATION The name of the subject company is Resources Pension Shares 5, L.P., a Delaware limited partnership (the "Partnership"). The address of the principal executive offices of the Partnership is 5 Cambridge Center, 9th Floor, Cambridge, Massachusetts 02142 and the telephone number of such offices is (617) 234-3000. The title of the class of equity securities to which this statement relates is limited partnership units ("Units") of the Partnership. As of April 1, 2001, there were 5,690,843 Units outstanding. ITEM 2. IDENTITY AND BACKGROUND OF THE FILING PERSON This Statement is being filed by the Partnership and relates to the tender offer of Bighorn Associates II LLC (the "Purchaser"), to purchase up to 1,900,000 Units at a purchase price of $2.80 per Unit, pursuant to the terms and conditions of an Offer to Purchase dated May 25, 2001, and the related Letter of Transmittal (together, the "Offer"). The Offer is being made pursuant to a tender offer statement on Schedule TO dated May 25, 2001. The address of the Purchaser's executive offices is 527 Madison Avenue, New York New York 10022. The address and telephone number of the Partnership's executive offices are as set forth in Item 1 above. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS The Purchaser is an affiliate of Presidio Capital Investment Corp. ("Presidio"). Presidio also controls the general partners of the Partnership (collectively the "General Partner"). Under the terms of the Partnership's partnership agreement, the General Partner is entitled to receive a management fee equal to 1.75% per annum of the average month-end net asset value of the Partnership. For the years ended December 31, 2000, 1999 and 1998, the General Partner earned $437,282, $412,757 and $604,275, respectively, for its management services. In addition, the General Partner is entitled to receive a mortgage servicing fee of 1/4 of 1% per annum of the principal balances loaned. During the years ended December 31, 2000, 1999 and 1998, the General Partner earned $31,030, $31,170 and $47,144, respectively, in mortgage servicing fees. Effective February 1, 2000, property management services at the Partnership's Garfinkel and Groton properties are performed 2 by Kestrel Management, L.P., an affiliate of AP-PCC III, L.P. As a result of an agreement with Presidio, AP-PCC III, L.P. has the duty to direct the day to day affairs of the Partnership and nominees of AP-PCC III, L.P. serve as the directors and officers of the General Partner. Kestrel earned management fees of $26,687 for the year ended December 31, 2000. The General Partner is allocated 1% of the Partnership's net income, loss and cash flow. As of April 1, 2001, affiliates of the General Partner owned 1,482,988 Units representing approximately 26% of the total outstanding Units. ITEM 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. ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED OR TO BE COMPENSATED None. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY During the past 60 days none of the persons referred to in Item 1008(b) of Regulation M-A effected any transactions in the subject securities except for 225 Units which were acquired by the Purchaser for $2.70 per Unit effective April 1, 2001. ITEM 7. PURPOSES OF THE TRANSACTIONS AND PLANS OR PROPOSALS None. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED None. 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS The following Exhibits are filed herewith: Exhibit (a) - Letter to Limited Partners from the Partnership dated May 25, 2001. 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. Date: May 25, 2001 RESOURCES PENSION SHARES 5, L.P. BY: Resources Capital Corp. Administrative General Partner BY: /s/ Michael L. Ashner ------------------------------ Michael L. Ashner President and Director 4 EX-99.(A) 2 file002.txt LETTER TO LIMITED PARTNERS Resources Pension Shares 5, L.P. 7 Bulfinch Place, Suite 500 P.O. Box 9507 Boston, Massachusetts 02114 May 25, 2001 Dear Limited Partner: Please be advised that the general partners of Resources Pension Shares 5, L.P. (the "Partnership") are affiliated with Bighorn Associates II LLC, the entity making an offer to purchase units of limited partnership interest in the Partnership. As a result of this affiliation, the Partnership is making no recommendation and is remaining neutral as to whether limited partners should tender their units pursuant to the Offer. We are enclosing for your information a copy of the Schedule 14D-9 which we have filed with the Securities and Exchange Commission which sets forth more detailed information. Sincerely, RESOURCES PENSION SHARES 5, L.P. -----END PRIVACY-ENHANCED MESSAGE-----