-----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, Em+cT1/ShvYALtARp2tx1ZpUfC5Bci5JaQD5o26WyQpYYEYnfP8BzaxPb27inIdp ekqSNboHH7and5zLzS+sYw== 0000950134-03-014764.txt : 20031110 0000950134-03-014764.hdr.sgml : 20031110 20031110171647 ACCESSION NUMBER: 0000950134-03-014764 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS X CENTRAL INDEX KEY: 0000317900 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953557899 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51691 FILM NUMBER: 03989461 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AIMCO PROPERTIES LP CENTRAL INDEX KEY: 0000926660 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 841275621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 SC TO-T/A 1 d07240a1sctovtza.txt AMENDMENT NO. 1 TO SCHEDULE TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (AMENDMENT NO. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Angeles Partners X - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer) AIMCO Properties, L.P. -- Offeror - -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Limited Partnership Units - -------------------------------------------------------------------------------- (Title of Class Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class Securities) Patrick J. Foye Apartment Investment and Management Company 4582 Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 (303) 757-8101 - -------------------------------------------------------------------------------- Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy to: Joseph A. Coco Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 and Jonathan L. Friedman Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Los Angeles, California 90071 (213) 687-5000 Calculation of Filing Fee Transaction valuation* Amount of filing fee** - ---------------------- ---------------------- $ 525,047.04 $ 42.48 * For purposes of calculating the fee only. This amount assumes the purchase of 7,616 units of limited partnership interest of the subject partnership for $68.94 per unit. The amount of the filing fee, calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals $80.90 per million of the aggregate amount of cash offered by the bidder. ** Previously paid. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $ Filing Party: Form or Registration No.: Date Filed: [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [X] going-private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 AMENDMENT NO. 1 TO SCHEDULE TO This Amendment No. 1 amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO ("Schedule TO"), originally filed on November 10, 2003, relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest of Angeles Partners X, a California limited partnership, at a price of $68.94 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated November 10, 2003, and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal were filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. ITEM 12. EXHIBITS. (a)(5) Supplement to Offer to Purchase dated November 10, 2003. 3 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Date: November 10, 2003 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Patrick J. Foye -------------------------- Patrick J. Foye Executive Vice President 4 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- (a)(5) Supplement to Offer to Purchase dated November 10, 2003.
5 EX-99.(A)(5) 3 d07240a1exv99wxayx5y.txt SUPPLEMENT TO OFFER TO PURCHASE SUPPLEMENT TO LITIGATION SETTLEMENT OFFER AIMCO AIMCO PROPERTIES, L.P. IS OFFERING TO PURCHASE ANY AND ALL LIMITED PARTNERSHIP UNITS IN ANGELES PARTNERS X FOR $68.94 PER UNIT IN CASH The cover page to the enclosed Litigation Settlement Offer indicates the expiration date of our offer as "November 10, 2003." THE EXPIRATION DATE OF OUR OFFER IS DECEMBER 10, 2003 (UNLESS EXTENDED IN ACCORDANCE WITH THE TERMS OF OUR OFFER) AND NOT NOVEMBER 10, 2003. Our offer is made upon the terms and subject to the conditions set forth in the enclosed Litigation Settlement Offer, dated November 10, 2003 (the "Litigation Settlement Offer") and the accompanying Letter of Transmittal, and this Supplement. If you decide to accept our offer, you must complete and sign the Letter of Transmittal in accordance with the instructions thereto and mail or deliver the signed Letter of Transmittal and any other required documents to The Altman Group, Inc., which is acting as Information Agent in connection with our offer, at one of its addresses set forth on the back cover of the Litigation Settlement Offer. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE LITIGATION SETTLEMENT OFFER OR THE LETTER OF TRANSMITTAL MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT (800) 467-0821. November 10, 2003 -----END PRIVACY-ENHANCED MESSAGE-----