0000950134-05-006381.txt : 20120607
0000950134-05-006381.hdr.sgml : 20120607
20050330165233
ACCESSION NUMBER: 0000950134-05-006381
CONFORMED SUBMISSION TYPE: SC TO-T/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050330
DATE AS OF CHANGE: 20050330
GROUP MEMBERS: AIMCO-GP INC
GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
CENTRAL INDEX KEY: 0000725646
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 133202289
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-T/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-51697
FILM NUMBER: 05714878
BUSINESS ADDRESS:
STREET 1: 55 BEATTIE PLACE
STREET 2: P O BOX 1089
CITY: GREENVILLE
STATE: SC
ZIP: 29602
BUSINESS PHONE: 8642391000
MAIL ADDRESS:
STREET 1: 55 BEATTIE PLACE
STREET 2: P O 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
d23949asctovtza.txt
AMENDMENT TO SCHEDULE TO-T
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
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(Name of Subject Company (Issuer))
AIMCO PROPERTIES, L.P. - OFFEROR
APARTMENT INVESTMENT AND MANAGEMENT COMPANY - OFFEROR
AIMCO-GP, INC. - OFFEROR
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(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)
Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
-------------------------------------------------------------------------------
(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Gregory M. Chait
Craig D. Apolinsky
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$2,563,881 $301.77
* 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 [ ] going-private transaction
subject to Rule 14d-1. subject to Rule 13e-3.
[ ] issuer tender offer [ ] amendment to Schedule 13D
subject to Rule 13e-4. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [X]
TENDER OFFER STATEMENT
This is the Final Amendment to 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 Drexel Burnham Lambert Real Estate Associates
II, a New York limited partnership, at a price of $146.00 per unit in cash,
subject to the conditions set forth in the Offer to Purchase, dated February 16,
2005 (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.
At midnight, New York City time, on March 28, 2005, the offer expired
pursuant to its terms. A total of 1,736 units, representing approximately 4.66%
of the outstanding units, were validly tendered and not withdrawn pursuant to
the offer. AIMCO Properties has accepted for payment all of the units at a price
of $146.00 per unit.
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: March 30, 2005
APARTMENT INVESTMENT AND MANAGEMENT
COMPANY
AIMCO-GP, INC.
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
----------------------------------
(General Partner)
By: /s/ Martha L. Long
----------------------------------
Senior Vice President