-----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, G17/5bjRrWG1wlodGbtYrlsTfTWheD3F9NQ0fypo7WYFetkN9qQ9TE7iIvGIxiQ0 zL+tbDwhSQDaNn92y0CCQg== 0000950134-02-006247.txt : 20020528 0000950134-02-006247.hdr.sgml : 20020527 20020524215742 ACCESSION NUMBER: 0000950134-02-006247 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020528 GROUP MEMBERS: AIMCO GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND 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: DAVIDSON DIVERSIFIED REAL ESTATE II LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000750258 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 621207077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51693 FILM NUMBER: 02662962 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: POST OFFICE BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 FORMER COMPANY: FORMER CONFORMED NAME: FREEMAN DIVERSIFIED REAL ESTATE II LP DATE OF NAME CHANGE: 19910501 SC TO-T/A 1 d97315bbsctovtza.txt AMENDMENT NO. 1 TO SC TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) DAVIDSON DIVERSIFIED REAL ESTATE II, L.P., (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 Numbers 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** - ---------------------- ---------------------- $1,464,815.00 $134.76
* 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 Tender Offer Statement on Schedule TO relates to the tender offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase outstanding units of limited partnership interest of Davidson Diversified Real Estate II, L.P., a Delaware limited partnership, at a price of $2,393.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase, dated May 8, 2002, 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 1, 2 and 3, respectively. The information in Exhibits 1-3 and 5-8 is incorporated in this Schedule TO by reference in answer to items 1 through 11 of Schedule TO. On May 24, 2002, AIMCO Properties, L.P. mailed a letter to the holders of units of Davidson Diversified Real Estate II, L.P. A copy of that letter is filed as Exhibit 8. Item 12. Exhibits. 1 Offer to Purchase limited partnership units of Davidson Diversified Real Estate II, L.P., dated May 8, 2002. (previously filed) 2 Letter of Transmittal and related instructions, dated May 8, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (1)(a)). 3 Acknowledgement and Agreement, dated May 8, 2002. (previously filed) 4 Letter, dated May 8, 2002, from AIMCO Properties, L.P., to the limited partners of Davidson Diversified Real Estate II, L.P. (previously filed) 5 Third Amended and Restated Credit Agreement (Secured Revolving Credit Facility), dated as of November 6, 2001, by and among AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 14, 2001, is incorporated herein by this reference). 6 Annual Report of AIMCO Properties, L.P. for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002 is incorporated herein by this reference. 7 Quarterly Report of AIMCO Properties, L.P. for the quarter ended March 31, 2002, filed on Form 10-Q on May 14, 2002, is incorporated herein by this reference. 8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to the limited partners of Davidson Diversified Real Estate II, L.P. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 24, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye --------------------------------- Executive Vice President AIMCO-GP, INC. By: /s/ Patrick J. Foye --------------------------------- Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye --------------------------------- Executive Vice President EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Offer to Purchase limited partnership units of Davidson Diversified Real Estate II, L.P., dated May 8, 2002. (previously filed) 2 Letter of Transmittal and related instructions, dated May 8, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (1)(a)). 3 Acknowledgement and Agreement, dated May 8, 2002. (previously filed) 4 Letter, dated May 8, 2002, from AIMCO Properties, L.P., to the limited partners of Davidson Diversified Real Estate II, L.P. (previously filed) 5 Third Amended and Restated Credit Agreement (Secured Revolving Credit Facility), dated as of November 6, 2001, by and among AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 14, 2001, is incorporated herein by this reference). 6 Annual Report of AIMCO Properties, L.P. for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002 is incorporated herein by this reference. 7 Quarterly Report of AIMCO Properties, L.P. for the quarter ended March 31, 2002, filed on Form 10-Q on May 14, 2002, is incorporated herein by this reference. 8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to the limited partners of Davidson Diversified Real Estate II, L.P.
EX-99.8 3 d97315bbexv99w8.txt LETTER TO LIMITED PARTNERS 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 May 24, 2002 OFFER TO PURCHASE LIMITED PARTNERSHIP UNITS OF DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. FOR $2,393.00 PER UNIT IN CASH AN IMPORTANT REMINDER ================================================================================ Dear Limited Partner: We recently mailed you tender offer documents offering to acquire your units of limited partnership interest in Davidson Diversified Real Estate II, L.P. Our offer provides you with an opportunity to gain liquidity for your investment which you may not have had previously, and to eliminate the cost and record keeping associated with limited partnership tax reporting. 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. The offer is scheduled to expire on June 6, 2002, unless otherwise extended. If you have not already done so, please remember, that to accept our offer the enclosed Acknowledgement and Agreement must be received before the expiration date of our offer. If you have any questions or need assistance in completing the enclosed Acknowledgment and Agreement, please contact our information agent, River Oaks Partnership Services, Inc., toll free, at (888) 349-2005. IF YOU HAVE ALREADY RESPONDED TO OUR OFFER, PLEASE DISREGARD THIS LETTER. AIMCO PROPERTIES, L.P. -----END PRIVACY-ENHANCED MESSAGE-----