-----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, UfAgtkE/VxVCnIW86jlyKS/oLSSGGEQHmI7s4722/GEmrkHh3PWOITKs5TcZFD91 +mWPIagueAc8fhvTK2qhlA== 0000950134-04-010003.txt : 20040714 0000950134-04-010003.hdr.sgml : 20040714 20040714100720 ACCESSION NUMBER: 0000950134-04-010003 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040714 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANGEMENT CO GROUP MEMBERS: DAVIDSON DIVERSIFIED PROPERTIES INC 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: 04913074 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 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51693 FILM NUMBER: 04913075 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 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 d16091a2sctovtza.txt AMENDMENT TO SCHEDULE TO - T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (AMENDMENT NO. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Davidson Diversified Real Estate II, L.P. - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer) AIMCO Properties, L.P. -- Offeror Apartment Investment and Management Company AIMCO-GP, Inc. Davidson Diversified Properties, Inc. - -------------------------------------------------------------------------------- (Names of Filing Persons -- Offerors) Limited Partnership Units - -------------------------------------------------------------------------------- (Title of Class Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class Securities) Martha L. Long 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 - ---------------------- -------------------- $2,480,132.72 $314.23
1 * For purposes of calculating the fee only. This amount assumes the purchase of 604 units of limited partnership interest of the subject partnership for $4,106.18 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 $126.70 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: $314.23 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO Date Filed: June 14, 2004 [ ] 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 AMENDMENT NO. 2 TO SCHEDULE TO This Amendment No. 2 amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO (the "Schedule TO") relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest ("Units") of Davidson Diversified Real Estate II, L.P., a Delaware limited partnership (the "Partnership"), at a price of $4,106.18 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated June 14, 2004, 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 the 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. On July 13, 2004, AIMCO Properties, L.P. issued a press release announcing the extension of the expiration date of the Offer from midnight, New York City time, on July 13, 2004 to midnight, New York City time, on August 13, 2004. A copy of that press release has been filed as Exhibit (a)(5) to this Amendment No. 2 to Schedule TO. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is amended and supplemented as follows: (a)(5) Press Release dated July 13, 2004. 3 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: July 12, 2004 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President AIMCO-GP, INC. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President DAVIDSON DIVERSIFIED PROPERTIES, INC. By: /s/ Martha L. Long ------------------------------- Martha L. Long Senior Vice President 4 EXHIBIT INDEX (a)(5) Press Release dated July 13, 2004. 5 EX-99.(A)(5) 2 d16091a2exv99wxayx5y.txt PRESS RELEASE EXHIBIT (a)(5) CONTACT: The Altman Group, Inc. (800) 467-0821 (toll free) FOR IMMEDIATE RELEASE AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS DENVER, COLORADO, July 13, 2004 - As previously announced, AIMCO Properties, L.P. is tendering for any and all units of limited partnership interest in Davidson Diversified Real Estate II, L.P. and National Property Investors 7, subject to the terms of the respective Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO Properties, L.P. has now extended the expiration date of each of the Offers. The expiration date for each of the Offers has been extended to midnight, New York City time, on August 13, 2004. The Offers were previously scheduled to expire at midnight, New York City time, on July 13, 2004. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offers, that as of the close of business on July 12, 2004, the approximate number of units set forth below had been tendered pursuant to each of the Offers. Name of Partnership Number of Units Tendered - ----------------------------------------- ------------------------ Davidson Diversified Real Estate II, L.P. 23.5 National Property Investors 7 644 For further information, please contact The Altman Group, Inc at (800) 467-0821 (toll free), which is acting as the Information Agent for the Offers. -----END PRIVACY-ENHANCED MESSAGE-----