-----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, KpbOTi+zgDxEegEmxjbY/BRjoOEOT1RqURy+0ELBApBq5+DrJ3z5zenSxx2caWzH pcuyLJ8GvAChiCkwtWRFZg== 0000950134-99-000017.txt : 19990105 0000950134-99-000017.hdr.sgml : 19990105 ACCESSION NUMBER: 0000950134-99-000017 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990104 GROUP MEMBERS: APARTMENT INVESTMENT & MANAGEMENT CO GROUP MEMBERS: COOPER RIVER PROPERTIES LLC GROUP MEMBERS: INSIGNIA PROPERTIES LP GROUP MEMBERS: INSIGNIA PROPERTIES TRUST 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-51693 FILM NUMBER: 99500326 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 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: APARTMENT INVESTMENT & MANAGEMENT CO CENTRAL INDEX KEY: 0000922864 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 841259577 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1873 S BELLAIRE ST STREET 2: SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE ST STREET 2: 17TH FL CITY: DENVER STATE: CO ZIP: 80222 SC 14D1/A 1 AMENDMENT NO. 6 TO SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) ---------- DAVIDSON DIVERSIFIED REAL ESTATE II, L.P. (Name of Subject Company) COOPER RIVER PROPERTIES, L.L.C. INSIGNIA PROPERTIES, L.P. INSIGNIA PROPERTIES TRUST APARTMENT INVESTMENT AND MANAGEMENT COMPANY (Bidders) UNITS OF LIMITED PARTNERSHIP INTEREST (Title of Class of Securities) NONE (Cusip Number of Class of Securities) ---------- PATRICK J. FOYE EXECUTIVE VICE PRESIDENT APARTMENT INVESTMENT AND MANAGEMENT COMPANY 1873 SOUTH BELLAIRE STREET, 17TH FLOOR DENVER, COLORADO 80222 (303) 757-8101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copy to: JOHN A. HEALY, ESQ. ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 ---------- 2 AMENDMENT NO. 6 TO SCHEDULE 14D-1 This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Commission on August 27, 1998, as amended by Amendment No. 1 filed with the Commission on September 28, 1998, Amendment No. 2 filed with the Commission on October 5, 1998, Amendment No. 3 filed with the Commission on October 19, 1998, Amendment No. 4 filed with the Commission on November 17, 1998 and Amendment No. 5 filed with the Commission on December 16, 1998 (the "Statement") by Cooper River Properties, L.L.C. (the "Purchaser"), Insignia Properties, L.P. ("IPLP"), Insignia Properties Trust ("IPT") and Apartment Investment and Management Company ("AIMCO") relating to the tender offer of the Purchaser for up to 400 of the outstanding units of limited partnership interest (the "Units") of Davidson Diversified Real Estate II, L.P. (the "Partnership"), at a purchase price of $3,067 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 27, 1998, the First Supplement to the Offer to Purchase, dated December 15, 1998 and the related Assignment of Partnership Interest (which, together with any supplements or amendments, collectively constitute the "Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase and the original Statement. ITEM 10. ADDITIONAL INFORMATION. (f) The Offer expired pursuant to its terms at 5:00 p.m., New York time, on Thursday, December 31, 1998. The Purchaser currently is reviewing the tendered materials submitted by holders of Units and intends to determine as promptly as practicable the number of Units validly tendered and not withdrawn pursuant to the Offer. In accordance with Rule 14e-1(c) under the Securities Exchange Act of 1934, the Purchaser will promptly pay the consideration due to holders of those Units that have been accepted for payment. Upon a final determination of the number of and payment for Units validly tendered, the Purchaser will file a final Amendment to this Statement reporting the results of the Offer. 2 3 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: January 4, 1999 COOPER RIVER PROPERTIES, L.L.C. By: Insignia Properties, L.P., its managing member By: Insignia Properties Trust, its general partner By: /s/ PATRICK J. FOYE ---------------------------------------- Patrick J. Foye Executive Vice President INSIGNIA PROPERTIES, L.P. By: Insignia Properties Trust, its general partner By: /s/ PATRICK J. FOYE ---------------------------------------- Patrick J. Foye Executive Vice President INSIGNIA PROPERTIES TRUST By: /s/ PATRICK J. FOYE ---------------------------------------- Patrick J. Foye Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ PATRICK J. FOYE ---------------------------------------- Patrick J. Foye Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----