UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2011
NATIONAL PROPERTY INVESTORS 4
(Exact name of registrant as specified in its charter)
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CALIFORNIA
(State or other jurisdiction
of incorporation)
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0-10412
(Commission
File Number)
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13-3031722
(IRS Employer
Identification No.) |
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55 BEATTIE PLACE
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29602 |
POST OFFICE BOX 1089 |
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GREENVILLE, SOUTH CAROLINA |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (864) 239-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
On July 28, 2011, National Property Investors 4, a California limited partnership, filed a
Current Report on Form 8-K (the Original Form 8-K) related to the partnerships entry into an
agreement and plan of conversion and merger. This Form 8-K/A is being filed solely to update the
disclosure made in the fourth paragraph under Item 1.01 of the Original Form 8-K regarding the
number of units of limited partnership interests of the partnership owned by AIMCO Properties,
L.P., a Delaware limited partnership, that are subject to a voting restriction.
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ITEM 1.01. |
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Entry into a Material Definitive Agreement. |
On July 28, 2011, National Property Investors 4, a California limited partnership (NPI 4),
entered into an agreement and plan of conversion and merger (the Merger Agreement) with AIMCO
Properties, L.P., a Delaware limited partnership (AIMCO OP) and AIMCO NPI 4 Merger Sub LLC, a
Delaware limited liability company of which AIMCO OP is the sole member (the Merger Subsidiary),
pursuant to which the partnership agreement of NPI 4 will first be amended to remove the
prohibition on transactions between NPI, on the one hand and its general partner and its
affiliates, on the other, following which NPI 4 will be converted from a California limited
partnership to a Delaware limited partnership named National Property Investors 4, LP (New NPI
4), following which the Merger Subsidiary will be merged with and into New NPI 4, with New NPI 4
as the surviving entity.
In the conversion and merger, each unit of limited partnership interest (each, a Unit) of
NPI 4 outstanding immediately prior to the consummation of the conversion and merger will be
converted into an identical unit of limited partnership interest in New NPI 4 (also known as a
Unit), following which each Unit (other than Units held by limited partners who perfect their
appraisal rights pursuant to the Merger Agreement) will be converted into the right to receive, at
the election of the limited partner, either (i) $195.27 in cash (the Cash Consideration) or (ii)
a number of partnership common units of AIMCO OP calculated by dividing $195.27 by the average
closing price of Apartment Investment and Management Company common stock, as reported on the New
York Stock Exchange, over the ten consecutive trading days ending on the second trading day
immediately prior to the effective time of the merger (the OP Unit Consideration). However, if
AIMCO OP determines that the law of the state or other jurisdiction in which a limited partner
resides would prohibit the issuance of partnership common units of AIMCO OP in that state or other
jurisdiction (or that registration or qualification in that state or jurisdiction would be
prohibitively costly), then such limited partner will only be entitled to receive the Cash
Consideration for each Unit. Those limited partners who do not make an election will be deemed to
have elected to receive the Cash Consideration.
In the merger, AIMCO OPs membership interest in the Aimco Subsidiary will be converted into
Units of New NPI 4. As a result, after the merger, AIMCO OP will be the sole limited partner of New
NPI 4, holding all outstanding Units. NPI Equity Investments, Inc. will continue to be the general
partner of New NPI 4 after the conversion and merger, and NPI 4s partnership agreement in effect
immediately prior to the conversion and merger will be the partnership agreement of New NPI after
the conversion and merger and will be amended to reflect the conversion and merger.
Completion of the conversion and merger is subject to certain conditions, including approval
by a majority in interest of the limited partners holding Units. As of July 21, 2011, NPI 4 had
issued and outstanding 60,005 Units, and AIMCO OP and its affiliates owned 47,850 of those Units,
or approximately 79.74% of the number of outstanding Units. Of these 47,850 Units, 26,466 are
subject to a voting restriction, which requires such Units to be voted in proportion to the votes
cast with respect to the Units not subject to this restriction, which will result in AIMCO OP and
its affiliates voting a total of 38,258 Units, or approximately 63.76% of the outstanding Units.
AIMCO OP and its affiliates have indicated that they intend to take action by written consent to
approve the merger.
The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the
Merger Agreement, which was attached as Exhibit 10.2 to NPI 4s Current Report on Form 8-K filed
with the SEC on July 28, 2011 and is incorporated by reference herein.
Additional Information for Investors:
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities. AIMCO OP and Apartment Investment and Management Company will file with the
Securities and Exchange Commission a registration statement on Form S-4 that will include an
information statement of NPI 4 relating to the transactions, which will also constitute a
prospectus of AIMCO OP and Apartment Investment and Management Company. INVESTORS ARE URGED TO READ
THE INFORMATION STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE TRANSACTION.
The information statement/prospectus and other documents which will be filed with the
Securities and Exchange Commission will be available free of charge at the SECs website,
www.sec.gov. You may request a copy of these filings, at no cost, by writing or calling Apartment
Investment and Management Company at the following address and telephone number: ISTC Corporation,
P.O. Box 2347, Greenville, South Carolina 29602; telephone number (864) 239-1029.
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ITEM 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit |
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Description |
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10.2 |
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Agreement and Plan of Conversion and Merger, dated July 28,
2011, by and among National Property Investors 4, AIMCO
Properties, L.P. and AIMCO NPI 4 Merger Sub LLC (filed with
the SEC as Exhibit 10.2 to National Property Investors 4s
Current Report on Form 8-K on July 28, 2011, and
incorporated by reference herein) |