a. | þ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. | þ | The filing of a registration statement under the Securities Act of 1933. |
c. | o | A tender offer. |
d. | o | None of the above. |
Transaction Valuation* | Amount of Filing Fee** | ||||||
$10,054,514.93 |
$ | 1,167.33 | |||||
* | For purposes of calculating the fee only. This amount was calculated by multiplying the 28,562.34 limited partnership units held by limited partners unaffiliated with AIMCO Properties, L.P. by $352.02 per limited partnership unit. | |
** | Calculated by multiplying the transaction valuation of $10,054,514.93 by 0.00011610 | |
þ | 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: $1,167.33
|
Filing Party: Apartment Investment and | |
Form or Registration No.: Form S-4
|
Management Company; Aimco Properties, L.P. | |
Date Filed: July 28, 2011 |
2
Summary Term Sheet. The information set forth in the Information Statement/Prospectus under the caption SUMMARY TERM SHEET is incorporated herein by reference. |
(a) | Name and Address. The information set forth in the Information Statement/Prospectus under the caption SUMMARY TERM SHEET is incorporated herein by reference. | ||
(b) | Securities. The information set forth in the Information Statement/Prospectus under the captions INFORMATION ABOUT CENTURY PROPERTIES FUND XIX and COMPARATIVE PER SHARE DATA is incorporated herein by reference. | ||
(c) | Trading Market and Price. The information set forth in the Information Statement/Prospectus under the caption COMPARATIVE PER SHARE DATA is incorporated herein by reference. | ||
(d) | Dividends. The information set forth in the Information Statement/Prospectus under the captions INFORMATION ABOUT CENTURY PROPERTIES FUND XIXDistributions to Limited Partners and COMPARISON OF CPF XIX LIMITED PARTNERSHIP UNITS AND AIMCO OP UNITS is incorporated herein by reference. |
3
(e) | Prior Public Offerings. Not applicable. | ||
(f) | Prior Stock Purchases. Not applicable. |
(a)-(c) | This Schedule 13E-3 is being filed by: (1) Century Properties Fund XIX, LP, a Delaware limited partnership (the Company or CPF XIX), the issuer of the equity securities that are the subject of the Rule 13e-3 transaction; (2) Fox Partners II, a California general partnership and the general partner of CPF XIX, (3) Fox Capital Management Corporation, a California corporation and the managing general partner of Fox Partners II (FCMC); (4) AIMCO Properties, L.P., a Delaware limited partnership (Aimco OP); (5) Apartment Investment and Management Company, a Maryland corporation (Aimco); (6) AIMCO/IPT, Inc., a Delaware corporation and a wholly owned subsidiary of Aimco (AIMCO/IPT); (7) AIMCO-GP, Inc., a Delaware corporation and a wholly owned subsidiary of Aimco and the general partner of Aimco OP (Aimco GP); (8) AIMCO CPF XIX Merger Sub LLC, a Delaware limited liability company, of which Aimco OP is the sole member (Merger Sub); (9) AIMCO IPLP, L.P., a Delaware limited partnership (AIMCO IPLP) of which AIMCO/IPT is the general partner; and (10) IPLP Acquisitions I, L.L.C., a Delaware limited liability company, of which AIMCO IPLP is the sole member. | ||
Aimco-GP is the general partner of Aimco OP and a wholly owned subsidiary of AIMCO/IPT. Fox Partners II is the general partner of the Company. FCMC is the managing general partner of Fox Partners II. AIMCO/IPT is a wholly owned subsidiary of Aimco. Merger Sub was formed solely for the purpose of consummating the merger with the Company, and its sole member is Aimco OP. AIMCO/IPT holds a 70% interest in AIMCO IPLP as its general partner. AIMCO IPLP is the sole member of IPLP Acquisitions I, L.L.C. | |||
The principal business of Aimco, Aimco-GP, AIMCO/IPT, AIMCO IPLP, IPLP Acquisitions I, L.L.C., and Aimco OP is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal business of FCMC is managing the affairs of its subsidiaries, such as CPF XIX. Merger Sub was formed solely for the purpose of consummating the merger with the Company and does not have any assets or operations. The business address of Aimco, Aimco-GP, AIMCO/IPT, AIMCO IPLP, IPLP Acquisitions I, L.L.C., Aimco OP, New CPF XV and Merger Sub is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The principal address of CPF XIX, Fox Partners II and FCMC is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and their telephone number is (864) 239-1000. CPF XIX is the subject company. | |||
The information set forth in the Information Statement/Prospectus under the captions SUMMARY TERM SHEET, INFORMATION ABOUT THE AIMCO ENTITIES, INFORMATION ABOUT CENTURY PROPERTIES FUND XV and Annex DOfficers and Directors is incorporated herein by reference. | |||
During the last five years, none of Aimco, Aimco-GP, AIMCO/IPT, AIMCO IPLP, IPLP Acquisitions I, L.L.C., Aimco OP, CPF XIX, Merger Sub, Fox Partners II, or FCMC nor, to the best of their knowledge, any of the persons listed in Annex D of the Information Statement/Prospectus (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws. |
(a) | (1) Material Terms. Tender Offers. Not applicable. |
4
(2) | Material Terms. Mergers or Similar Transactions. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORS, THE MERGER, THE MERGER AGREEMENT, COMPARISON OF AIMCO OP UNITS AND AIMCO COMMON STOCK, COMPARISON OF CPF XIX UNITS AND AIMCO OP UNITS and Annex AAgreement and Plan of Merger is incorporated herein by reference. | ||
(c) | Different Terms. In the merger, each unit of limited partnership interest of CPF XIX (each a CPF XIX Unit) will be converted into the right to receive, at the election of the holder of such unit, either $352.02 in cash or in partnership common units of Aimco OP. 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 not be entitled to elect partnership common units of Aimco OP, and will receive cash. The information set forth in the Information Statement/Prospectus under the captions SUMMARY TERM SHEET and THE MERGER AGREEMENT is incorporated herein by reference. | ||
(d) | Appraisal Rights. The information set forth in the Information Statement/Prospectus under the captions SUMMARY TERM SHEET, THE MERGERAppraisal Rights, THE MERGER AGREEMENTAppraisal Rights and Annex BAppraisal Rights of Limited Partners is incorporated herein by reference. | ||
(e) | Provisions for Unaffiliated Security Holders. There has been no provision made by any filing persons in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing persons or to obtain counsel or appraisal services at the expense of the filing persons. | ||
(f) | Eligibility for Listing or Trading. The information set forth in the Information Statement/Prospectus under the captions COMPARATIVE PER SHARE DATA, COMPARISON OF AIMCO OP UNITS AND AIMCO COMMON STOCK and COMPARISON OF CPF XIX UNITS AND AIMCO OP UNITS is incorporated herein by reference. |
(a) | Transactions. The information set forth in the Information Statement/Prospectus under the caption INFORMATION ABOUT CENTURY PROPERTIES FUND XIXCertain Relationships and Related Transactions is incorporated herein by reference. | ||
(b)-(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Information Statement/Prospectus under the captions THE MERGERBackground of the Merger, SPECIAL FACTORSPurposes, Alternatives and Reasons for the Merger and THE MERGERDetermination of Merger Consideration is incorporated herein by reference. | |||
(e) | Agreements Involving the Subject Companys Securities. The information set forth in the Information Statement/Prospectus under the captions THE MERGERApprovals Required and THE MERGER AGREEMENT is incorporated herein by reference. |
(b) | Use of Securities Acquired. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORS, THE MERGERBackground of the Merger and THE MERGERFuture Plans for the Properties is incorporated herein by reference. | ||
(c)(1)-(8) Plans. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORSPurposes, Alternatives and Reasons for the Merger, SPECIAL FACTORSEffects of the Merger, THE MERGERBackground of the Merger, THE MERGERFuture Plans for the Properties and THE MERGER AGREEMENTThe Merger is incorporated herein by reference. |
(a) | Purposes. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORSFairness of the Transactions and SPECIAL FACTORSPurposes, Alternatives and Reasons for the Merger is incorporated herein by reference. | ||
(b) | Alternatives. The information set forth in the Information Statement/Prospectus under the caption SPECIAL FACTORSPurposes, Alternatives and Reasons for the Merger is incorporated herein by reference. |
5
(c) | Reasons. The information set forth in the Information Statement/Prospectus under the caption SPECIAL FACTORSPurposes, Alternatives and Reasons for the Merger is incorporated herein by reference. | ||
(d) | Effects. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORSEffects of the Merger and MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS is incorporated herein by reference. |
(a)-(b) Fairness / Factors Considered in Determining Fairness. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORSFairness of the Transaction, SPECIAL FACTORSThe Appraisals, SPECIAL FACTORSOpinion of Financial Advisor and Annex COpinion of Duff & Phelps, LLC is incorporated herein by reference. The Appraisal Reports and Supplemental Letters related to the properties of CPF XIX are included as Exhibits (c)(1) to (c)(7) to this Schedule 13E-3 and are incorporated herein by reference. | |||
(c) | Approval of Security Holders. The information set forth in the Information Statement/Prospectus under the caption SPECIAL FACTORS Fairness of the Transaction is incorporated herein by reference. | ||
(d) | Unaffiliated Representative. The information set forth in the Information Statement/Prospectus under the caption SPECIAL FACTORSFairness of the Transaction is incorporated herein by reference. | ||
(e) | Approval of Directors. The information set forth in the Information Statement/Prospectus under the caption SPECIAL FACORSFairness of the Transactions is incorporated herein by reference. | ||
(f) | Other Offers. Not applicable. |
(a) | Report, Opinion or Appraisal. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORSFairness of the Transaction, SPECIAL FACTORSThe Appraisals, SPECIAL FACTORSOpinion of Financial Advisor Annex COpinion of Duff & Phelps, LLC and Annex ESummary of Appraisal Table is incorporated herein by reference. The Appraisal Reports and Supplemental Letters related to the properties of CPF XIX are included as Exhibits (c)(1) to (c)(7) to this Schedule 13E-3 and are incorporated herein by reference. | ||
(b) | Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORSFairness of the Transaction, SPECIAL FACTORSThe Appraisals, SPECIAL FACTORSOpinion of Financial Advisor and Annex COpinion of Duff & Phelps, LLC is incorporated herein by reference. The Appraisal Reports and Supplemental Letters related to the properties of CPF XIX are included as Exhibits (c)(1) to (c)(7) to this Schedule 13E-3 and are incorporated herein by reference. | ||
(c) | Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during regular business hours by any interested holder of CPF XIX Units or any representative who has been so designated in writing. |
(a)-(d) Sources of Funds; Conditions; Expenses; Borrowed Funds. The information set forth in the Information Statement/Prospectus under the captions THE MERGERExpenses and Fees and Source of Funds and FEES AND EXPENSES is incorporated herein by reference. |
6
(a) | Securities Ownership. The information set forth in the Information Statement/Prospectus under the captions INFORMATION ABOUT CENTURY PROPERTIES FUND XIXSecurity Ownership of Certain Beneficial Owners and Management is incorporated herein by reference. | ||
(b) | Securities Transactions. Not Applicable. |
(d) | Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Information Statement/Prospectus under the captions SUMMARY TERM SHEET, SPECIAL FACTORSFairness of the Transaction, THE MERGERBackground of the Merger and THE MERGERApprovals Required is incorporated herein by reference. | ||
(e) | Recommendations of Others. The information set forth in the Information Statement/Prospectus under the captions SPECIAL FACTORSPurposes, Alternatives and Reasons for the Merger, THE MERGERBackground of the Merger, SPECIAL FACTORSFairness of the Transaction, and THE MERGERApprovals Required is incorporated herein by reference. |
(a) | Financial Information. The information set forth in the Information Statement/Prospectus under the captions SELECTED SUMMARY HISTORICAL FINANCIAL DATA OF CPF XIX, Annex FCPF XIXs Annual Report on Form 10-K for the year ended December 31, 2010 and Annex GCPF XIXs Quarterly Report on Form 10-Q for quarter ended March 31, 2011 is incorporated herein by reference. | ||
(b) | Pro Forma Information. Not applicable. |
(a)-(b) | Solicitations or Recommendations. The information set forth in the Information Statement/Prospectus under the caption FEES AND EXPENSES is incorporated herein by reference. |
(b) | Not applicable. | ||
(c) | Other Material Information. The information set forth in the Information Statement/Prospectus, including all annexes and exhibits thereto, is incorporated herein by reference. The Schedule 13E-3 will be amended to specifically list any documents filed in the future that are incorporated by reference into the Registration Statement on Form S-4 filed by Aimco and Aimco OP. |
(a) | Information Statement/Prospectus (the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). |
(b) | Tenth Amendment to Senior Secured Credit Agreement, dated as of September 29, 2010, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto (Exhibit 10.1 to the Preliminary Report on Form 8-K filed by Aimco OP on September 30, 2010 is incorporated herein by reference). |
7
(c)(1) | Appraisal Report, dated as of March 14, 2011, by Cogent Realty Advisors, LLC, related to Lakeside at Vinings Mountain (Exhibit 99.1 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(c)(2) | Appraisal Report, dated as of March 28, 2011, by Cogent Realty Advisors, LLC, related to Greenspoint at Paradise Valley (Exhibit 99.2 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(c)(3) | Appraisal Report, dated as of March 14, 2011, by Cogent Realty Advisors, LLC, related to the Peak at Vinings Mountain (Exhibit 99.3 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(c)(4) | Supplemental Letter, dated as of June 6, 2011, by Cogent Realty Advisors, LLC, related to Lakeside at Vinings Mountain (Exhibit 99.4 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(c)(5) | Supplemental Letter, dated as of June 7, 2011, by Cogent Realty Advisors, LLC, related to Greenspoint at Paradise Valley (Exhibit 99.5 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(c)(6) | Supplemental Letter, dated as of June 6, 2011, by Cogent Realty Advisors, LLC, related to the Peak at Vinings Mountain (Exhibit 99.6 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(c)(7) | Appraisal Report, dated as of June 3, 2011 by KTR Real Estate Advisors, LLC, related to Tamarind Bay Apartments (Exhibit 99.7 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(c)(8) | Opinion of Duff & Phelps, LLC, dated as of July 28, 2011, (Annex C to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(d) | Agreement and Plan of Merger, dated July 28, 2011, (Exhibit 10.1 to the Preliminary Report on Form 8-K filed by CPF XIX on July 28, 2011 is incorporated herein by reference). | ||
(f) | Appraisal Rights of Limited Partners (Annex B to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | ||
(g) | Not applicable. |
8
CENTURY PROPERTIES FUND XIX | ||||||||
By: | Fox Capital Management Corporation Its Managing General Partner |
|||||||
By: | /s/ Trent A. Johnson
|
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Title: Vice President and Assistant General Counsel |
FOX CAPITAL MANAGEMENT CORPORATION |
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By: | /s/ Trent A. Johnson | |||
Name: | Trent A. Johnson | |||
Title: | Vice President and Assistant General Counsel | |||
FOX PARTNERS II | ||||||||
By: | Fox Capital Management Corporation Its Managing General Partner |
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By: | /s/ Trent A. Johnson
|
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Title: Vice President and Assistant General Counsel |
AIMCO/IPT, INC. |
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By: | /s/ Trent A. Johnson | |||
Name: | Trent A. Johnson | |||
Title: | Vice President and Assistant General Counsel | |||
AIMCO PROPERTIES, L.P. | ||||||
By: | AIMCO-GP, INC. Its General Partner |
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By: | /s/ Trent A. Johnson
|
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Title: Vice President and Assistant General Counsel |
AIMCO-GP, INC. |
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By: | /s/ Trent A. Johnson | |||
Name: | Trent A. Johnson | |||
Title: | Vice President and Assistant General Counsel | |||
APARTMENT INVESTMENT AND MANAGEMENT COMPANY |
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By: | /s/ Trent A. Johnson | |||
Name: | Trent A. Johnson | |||
Title: | Vice President and Assistant General Counsel | |||
AIMCO CPF XIX MERGER SUB LLC | ||||||||
By: | AIMCO PROPERTIES, L.P. | |||||||
By: | AIMCO-GP, INC. Its General Partner |
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By: | /s/ Trent A. Johnson
|
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Title: Vice President and Assistant General Counsel |
AIMCO IPLP, L.P. | ||||||||
By: | Aimco/IPT, Inc. Its General Partner |
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By: | /s/ Trent A. Johnson
|
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Title: Vice President and Assistant General Counsel |
IPLP ACQUISITIONS I, L.L.C. | ||||||||
By: | Aimco IPLP, L.P. Its Sole Member |
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By: | Aimco/IPT, Inc. its General Partner |
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By: | /s/ Trent A. Johnson
|
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Title: Vice President and Assistant General Counsel |
EXHIBIT | ||
NUMBER | DESCRIPTION | |
(a)
|
Information Statement/Prospectus (the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4, filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(b)
|
Tenth Amendment to Senior Secured Credit Agreement, dated as of September 29, 2010, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto (Exhibit 10.1 to the Preliminary Report on Form 8-K filed by Aimco OP on September 30, 2010 is incorporated herein by reference). | |
(c)(1)
|
Appraisal Report, dated as of March 14, 2011, by Cogent Realty Advisors, LLC, related to Lakeside at Vinings Mountain (Exhibit 99.1 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(c)(2)
|
Appraisal Report, dated as of March 28, 2011, by Cogent Realty Advisors, LLC, related to Greenspoint at Paradise Valley (Exhibit 99.2 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(c)(3)
|
Appraisal Report, dated as of March 14, 2011, by Cogent Realty Advisors, LLC, related to the Peak at Vinings Mountain (Exhibit 99.3 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(c)(4)
|
Supplemental Letter, dated as of June 6, 2011, by Cogent Realty Advisors, LLC, related to Lakeside at Vinings Mountain (Exhibit 99.4 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(c)(5)
|
Supplemental Letter, dated as of June 7, 2011, by Cogent Realty Advisors, LLC, related to Greenspoint at Paradise Valley (Exhibit 99.5 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(c)(6)
|
Supplemental Letter, dated as of June 6, 2011, by Cogent Realty Advisors, LLC, related to the Peak at Vinings Mountain (Exhibit 99.6 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(c)(7)
|
Appraisal Report, dated as of June 3, 2011 by KTR Real Estate Advisors, LLC, related to Tamarind Bay Apartments (Exhibit 99.7 to the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(c)(8)
|
Opinion of Duff & Phelps, LLC, dated as of July 28, 2011 (Annex C to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(d)
|
Agreement and Plan of Merger, dated July 28, 2011 (Exhibit 10.1 to the Preliminary Report on Form 8-K filed by CPF XIX on July 28, 2011 is incorporated herein by reference). | |
(f)
|
Appraisal Rights of Limited Partners (Annex B to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Aimco and Aimco OP on July 28, 2011 is incorporated herein by reference). | |
(g)
|
Not applicable. |