-----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, CARgHYuoqRghbnJ4bI780AOy2Ly+bgDvUanxXDPlHji/SE9v5C7NZp1upceA1rTh acWAdBaYNQC7tVcVf16MTA== 0000950134-02-011862.txt : 20020927 0000950134-02-011862.hdr.sgml : 20020927 20020927170709 ACCESSION NUMBER: 0000950134-02-011862 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020927 GROUP MEMBERS: APARTMENT INVESTMENT & MANAGEMENT CO 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: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD IV CENTRAL INDEX KEY: 0000355573 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953718731 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78430 FILM NUMBER: 02775214 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 SC TO-T/A 1 d00096a3sctovtza.txt AMENDMENT NO. 3 TO SC TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) REAL ESTATE ASSOCIATES LIMITED IV - -------------------------------------------------------------------------------- (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 of Securities) NONE - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Patrick J. Foye Executive Vice President Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8081 - -------------------------------------------------------------------------------- (Name Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy To: Gregory M. Chait Robert Barker Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E., Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee** ------------------------------------ ------------------------ $1,069,250 $98.37 ------------------------------------ ------------------------
* For purposes of calculating the fee only. ** 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. [ ] going-private transaction subject to Rule 13e-3. [ ] issuer tender offer subject to Rule 13e-4. [ ] 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: [ ] TENDER OFFER STATEMENT This amendment amends the Tender Offer Statement on Schedule TO filed by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), in connection with its tender offer to purchase outstanding units of limited partnership interest of Real Estate Associates Limited IV, a California limited partnership, at a price of $325.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase, dated August 19, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal and Acknowledgment and Agreement, which, as amended and supplemented from time to time, together constitute the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and Acknowledgment and Agreement are filed with this Schedule TO as Exhibits (a)(1), (a)(2) and (a)(3), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. This Amendment No. 3 amends Item 12 of the Tender Offer Statement on Schedule TO, as amended, filed previously by AIMCO Properties. On September 27, 2002, AIMCO Properties mailed a letter to the holders of units of Real Estate Associates IV. A copy of the letter is filed as Exhibit (a)(10). ITEM 12. EXHIBITS. (a)(1) Offer to Purchase limited partnership units of Real Estate Associates Limited IV, dated August 19, 2002. (Previously filed) (a)(2) Letter of Transmittal and related instructions, dated August 19, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated August 19, 2002. (Previously filed) (a)(4) Letter, dated August 19, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited IV. (Previously filed) (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the period ended June 30, 2002 filed on Form 10-Q on August 14, 2002 is incorporated herein by reference. (a)(7) Supplement to the Offer to Purchase, dated September 16, 2002. (Previously filed) (a)(8) Supplemental Acknowledgement and Agreement, dated September 16, 2002. (Previously filed) (a)(9) Letter of Transmittal and related instructions, dated September 16, 2002 (included as Annex I to the Supplement to the Offer to Purchase attached as Exhibit (a)(7)). (a)(10) Letter, dated September 27, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited IV. - 1 - (b)(1) Fourth Amended and Restated Credit Agreement, dated as of March 11, 2002, by and among AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto (Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001 is incorporated herein by reference). (b)(2) Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 2, 2002, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 is incorporated herein by reference). (d) Not applicable (g) None. (h) None. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not Applicable. -2- SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: September 27, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye ----------------------------- Executive Vice President -3- EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(1) Offer to Purchase limited partnership units of Real Estate Associates Limited IV, dated August 19, 2002. (Previously filed) (a)(2) Letter of Transmittal and related instructions, dated August 19, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated August 19, 2002. (Previously filed) (a)(4) Letter, dated August 19, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited IV. (Previously filed) (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the period ended June 30, 2002 filed on Form 10-Q on August 14, 2002 is incorporated herein by reference. (a)(7) Supplement to the Offer to Purchase, dated September 16, 2002. (Previously filed) (a)(8) Supplemental Acknowledgement and Agreement, dated September 16, 2002. (Previously filed) (a)(9) Letter of Transmittal and related instructions, dated September 16, 2002 (included as Annex I to the Supplement to the Offer to Purchase attached as Exhibit (a)(7)). (a)(10) Letter, dated September 27, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited IV. (b)(1) Fourth Amended and Restated Credit Agreement, dated as of March 11, 2002, by and among AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto (Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001 is incorporated herein by reference). (b)(2) Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 2, 2002, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 is incorporated herein by reference). (e) Not applicable (i) None. (j) None.
-4- EX-99.(A)(10) 3 d00096a3exv99wxayx10y.txt LETTER, DATED SEPTEMBER 27, 2002 AIMCO AIMCO PROPERTIES, L.P. c/o River Oaks Partnership Services, Inc. P.O. Box 2065 S. Hackensack, N.J. 07606-2065 (888) 349-2005 September 27, 2002 Dear Limited Partner: You should have already received the tender offer documents, including the Offer to Purchase dated August 19, 2002, we recently mailed you offering to acquire your units of limited partnership interest in REAL ESTATE ASSOCIATES LIMITED IV ("REAL IV"). The offer was scheduled to expire on September 27, 2002. BY THIS LETTER, WE ARE NOTIFYING YOU THAT WE HAVE EXTENDED THE TENDER OFFER UNTIL MIDNIGHT, NEW YORK TIME, ON OCTOBER 11, 2002. As of September 26, 2002, 429 units, or 6.46%, had been tendered to us in response to this offer. If we purchase your tendered units, you will receive cash, but you may recognize a gain or loss for federal income tax purposes. However, you will not receive a K-1 in respect of your partnership income or loss after the tax year in which your units are purchased. If you retain your units, you will continue to be a limited partner. However, you may not be able to liquidate your investment until the partnership terminates. If you have not already done so, please remember, that to accept our offer the enclosed Acknowledgement and Agreement must be received before midnight, New York time, on October 11, 2002. If you have any questions or need assistance in completing the enclosed Acknowledgement and Agreement, please contact our information agent, River Oaks Partnership Services, Inc., toll free, at (888) 349-2005. AIMCO PROPERTIES, L.P. THE INFORMATION AGENT FOR THE OFFER IS: RIVER OAKS PARTNERSHIP SERVICES, INC. By Mail: By Overnight Courier: By Hand: P.O. Box 2065 111 Commerce Road 111 Commerce Road S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072 Attn.: Reorganization Dept. Attn.: Reorganization Dept. For information, please call: Toll Free (888) 349-2005 Via Facsimile: (201) 460-2889
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