-----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, Ey3/qQXDGmJsmudKNg01sHEAEJ7t2QY8lxg8+lOvfHeO8ncee4XcF5ex/YxPoCPE y3wyscaMPA2ibbO1fl4H6w== 0000950134-03-016230.txt : 20031205 0000950134-03-016230.hdr.sgml : 20031205 20031204190202 ACCESSION NUMBER: 0000950134-03-016230 CONFORMED SUBMISSION TYPE: SC 13E3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHELTER PROPERTIES V LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000712753 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 570721855 STATE OF INCORPORATION: CA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13E3 SEC ACT: 1934 Act SEC FILE NUMBER: 005-48070 FILM NUMBER: 031038840 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: SHELTER PROPERTIES V DATE OF NAME CHANGE: 19871022 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 13E3 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 13E3 1 d07277e3sc13e3.txt SCHEDULE 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Shelter Properties V Limited Partnership - -------------------------------------------------------------------------------- (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 - ---------------------- -------------------- $3,546,460.16 $286.91
1 * For purposes of calculating the fee only. This amount assumes the purchase of 15,058 units of limited partnership interest of the subject partnership for $235.52 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. [X] 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: $286.91 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO Date Filed: November 13, 2003 [ ] 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 EXPLANATORY NOTE This Tender Offer Statement on Schedule TO was previously filed on November 13, 2003. It is now being refiled to reflect a combined Schedule TO and Schedule 13E-3 under cover of Schedule TO. The previously filed Schedule TO did not contain the appropriate EDGAR header tag to reflect the combined filing. SCHEDULE TO This Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO relates to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest ("Units") of Shelter Properties V Limited Partnership, a South Carolina limited partnership (the "Partnership"), at a price of $235.52 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated November 13, 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 are filed with this 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 1. SUMMARY TERM SHEET. The information set forth under "SUMMARY TERM SHEET" in the Offer to Purchase is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. (a) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Certain Information Concerning Your Partnership" in the Offer to Purchase is incorporated herein by reference. The Partnership's principal executive officers are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000. (b) This Schedule TO relates to the units of limited partnership interest of Shelter Properties V Limited Partnership, of which 52,538 units were issued and outstanding as of September 30, 2003. (c) Not applicable. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (a)-(c) This Schedule TO is being filed by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"). AIMCO-GP, Inc. a Delaware corporation ("AIMCO-GP"), is the general partner of AIMCO OP and a wholly owned subsidiary of AIMCO. The managing general partner of the Partnerships is a wholly owned subsidiary of AIMCO. The principal business of AIMCO, AIMCO-GP, and AIMCO OP is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The business address of AIMCO OP is 4582 Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Information Concerning Us and Certain of Our Affiliates" in the Offer to Purchase, and in Annex I to the Offer to Purchase is incorporated herein by reference. During the last five years, none of AIMCO, AIMCO-GP or AIMCO OP nor, to the best of their knowledge, any of the persons listed in Annex I to the Offer to Purchase (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. 3 ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (a) and (b) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Valuation of Units -- Prior Tender Offers," "-- The Lawsuit and the Settlement," "-- Background and Reasons for the Offer" and "-- Conflicts of Interest and Transactions with Affiliates" in the Offer to Purchase is incorporated herein by reference. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (a), (c)(1)-(7) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Effects of the Offer," "-- The Lawsuit and the Settlement," "-- Background and Reasons for the Offer" and "-- Future Plans of the Purchaser" in the Offer to Purchase is incorporated herein by reference. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a), (b) and (d) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- The Lawsuit and the Settlement -- The Settlement of the Nuanes and Heller Complaints," "-- Source of Funds" and "--Fees and Expenses" in the Offer to Purchase is incorporated herein by reference. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Certain Information Concerning Your Partnership -- Beneficial Ownership of Interests in Your Partnership" in the Offer to Purchase is incorporated herein by reference. ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. Not applicable. ITEM 10. FINANCIAL STATEMENTS. Not applicable. ITEM 11. ADDITIONAL INFORMATION. (a) The information set forth under "THE LITIGATION SETTLEMENT OFFER -- Certain Legal Matters" in the Offer to Purchase is incorporated herein by reference. (b) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference. 4 ITEM 12. EXHIBITS. (a)(1) Offer to Purchase dated November 13, 2003. (a)(2) Letter of Transmittal and related Instructions. (a)(3) Letter from AIMCO OP to the Limited Partners of Shelter Properties V Limited Partnership. (a)(4) Solicitation/Recommendation Statement on Schedule 14d-9, filed by Shelter Properties V Limited Partnership with the Securities and Exchange Commission on November 13, 2003 (incorporated herein by reference). (b) Fourth Amended and Restated Credit Agreement among AIMCO, AIMCO OP, AIMCO/Bethesda Holdings, Inc., and NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, dated as of March 11, 2002 (Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by reference). (d) Not applicable. (g) None. (h) None. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. The information set forth in the "THE LITIGATION SETTLEMENT OFFER--Effects of the Offer," "--Information Concerning Us and Certain of Our Affiliates," "--Background and Reasons for the Offer," "--Position of the General Partner of Your Partnership With Respect to the Offer," "--Conflicts of Interest and Transactions with Affiliates," "--Future Plans of the Purchaser," "--Dissenters' Rights," "--Fees and Expenses" and Annex I to the Offer to Purchase is incorporated herein by reference. In addition, Item 7 of Part II of the Partnership's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002 and Item 1 of Part I of the Partnership's Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2003 and June 30, 2003 are incorporated herein by reference. 5 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: December 5, 2003 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Patrick J. Foye --------------------------- Patrick J. Foye Executive Vice President 6 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- (a)(1) Offer to Purchase dated November 13, 2003. (a)(2) Letter of Transmittal and related Instructions. (a)(3) Letter from AIMCO OP to the Limited Partners of Shelter Properties V Limited Partnership. (a)(4) Solicitation/Recommendation Statement on Schedule 14d-9, filed by Shelter Properties V Limited Partnership with the Securities and Exchange Commission on November 13, 2003 (incorporated herein by reference). (b) Fourth Amended and Restated Credit Agreement among AIMCO, AIMCO OP, AIMCO/Bethesda Holdings, Inc., and NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto, dated as of March 11, 2002 (Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001, is incorporated herein by reference).
7 -----END PRIVACY-ENHANCED MESSAGE-----