-----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, I7z3VADL2cPziCT0HYLnCTvbiaUg0H5ToJ087M2bNwwCJE/NBR9yjkDdmf9gdA1G ovX0MUykP/sjEDvLJk6TqA== 0000950134-04-000426.txt : 20040115 0000950134-04-000426.hdr.sgml : 20040115 20040115161956 ACCESSION NUMBER: 0000950134-04-000426 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCCOMBS REALTY PARTNERS LTD CENTRAL INDEX KEY: 0000759198 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330068732 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56577 FILM NUMBER: 04527527 BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET 17TH FLOOR CITY: DENVER STATE: CO ZIP: 80222 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 d11915bsctovtza.txt AMENDMENT NO. 2 TO SC TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) MCCOMBS REALTY PARTNERS - -------------------------------------------------------------------------------- (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 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 (303) 757-8081 - -------------------------------------------------------------------------------- (Name Address and Telephone Number 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** ---------------------- ---------------------- $73,550 $5.95
* 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 subject to Rule 14d-1. to Rule 13e-3. [ ] issuer tender offer [ ] amendment to Schedule 13D under subject to Rule 13e-4. Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 1 TENDER OFFER STATEMENT This amendment amends 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 McCombs Realty Partners, a California limited partnership, at a price of $10.00 per unit in cash, subject to the conditions set forth in the amended and restated Offer to Purchase, dated December 17, 2003 (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. Copies of the Offer to Purchase, Letter of Transmittal and Acknowledgment and Agreement are filed with this Schedule TO as Exhibits (a)(7), (a)(8) and (a)(9), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. On January 15, 2004, AIMCO Properties mailed a letter to the holders of units of McCombs Realty Partners, announcing that it was extending the expiration date of the offer from midnight New York time on January 16, 2004, to midnight New York time January 30, 2004. A copy of that letter is filed with this Schedule TO as Exhibit (a)(11). This Amendment No. 2 amends Items 4 and 12 of the Tender Offer Statement on Schedule TO, filed previously by AIMCO Properties. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth under "SUMMARY TERM SHEET" and "THE OFFER" in the Offer to Purchase and the information set forth in the related Letter of Transmittal is incorporated herein by reference. On January 15, 2004, AIMCO Properties announced that it was extending the offer period until midnight New York time, on January 30, 2004, and mailed a letter to each holder of units in McCombs Realty Partners, a copy of which is attached hereto as Exhibit (a)(11). AIMCO Properties reserves the right to further extend the offer, to amend the offer or to terminate the offer, in each case in its discretion and in accordance with the terms of the Offer to Purchase, as amended. ITEM 12. EXHIBITS. (a)(1) Offer to Purchase limited partnership units of McCombs Realty Partners, dated December 3, 2003. (Previously filed) (a)(2) Letter of Transmittal and related instructions, dated December 3, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated December 3, 2003. (Previously filed) 1 (a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the limited partners of McCombs Realty Partners. (Previously filed) (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2002 filed on Form 10-K on March 25, 2003 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the quarter ended September 30, 2003 filed with the Commission on Form 10-Q on November 14, 2003 is incorporated herein by reference. (a)(7) Amended and Restated Offer to Purchase limited partnership units of McCombs Realty Partners, dated December 17, 2003. (Previously filed) (a)(8) Amended and Restated Letter of Transmittal and related instructions, dated December 17, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(7)). (a)(9) Amended and Restated Acknowledgement and Agreement, dated December 17, 2003. (Previously filed) (a)(10) Letter, dated December 17, 2003, from AIMCO Properties to the limited partners of McCombs Realty Partners. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the limited partners of McCombs Realty Partners. (b)(1) Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, by and among AIMCO, AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., and each lender from time to time party thereto (Exhibit 10.35.2 to AIMCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is incorporated herein by reference). (b)(2) Form of First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference). (b)(3) Form of Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 30, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference). (d) Not applicable (g) None. (h) None. 2 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: January 15, 2004 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. --------------------------- General Partner AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye --------------------------- Executive Vice President of each of the foregoing entities 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Offer to Purchase limited partnership units of McCombs Realty Partners, dated December 3, 2003. (Previously filed) (a)(2) Letter of Transmittal and related instructions, dated December 3, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated December 3, 2003. (Previously filed) (a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the limited partners of McCombs Realty Partners. (Previously filed) (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2002 filed on Form 10-K on March 25, 2003 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the quarter ended September 30, 2003 filed with the Commission on Form 10-Q on November 14, 2003 is incorporated herein by reference. (a)(7) Amended and Restated Offer to Purchase limited partnership units of McCombs Realty Partners, dated December 17, 2003. (Previously filed) (a)(8) Amended and Restated Letter of Transmittal and related instructions, dated December 17, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(7)). (a)(9) Amended and Restated Acknowledgement and Agreement, dated December 17, 2003. (Previously filed) (a)(10) Letter, dated December 17, 2003, from AIMCO Properties to the limited partners of McCombs Realty Partners. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the limited partners of McCombs Realty Partners. (b)(1) Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, by and among AIMCO, AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., and each lender from time to time party thereto (Exhibit 10.35.2 to AIMCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is incorporated herein by reference). (b)(2) Form of First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference). (b)(3) Form of Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 30, 2003, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.2 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference). (d) Not applicable (g) None. (h) None. EX-99.(A)(11) 3 d11915bexv99wxayx11y.txt LETTER TO THE LIMITED PARTNERS AIMCO AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 (800) 217-9608 January 15, 2004 Dear Limited Partner: You should have already received the tender offer documents, including the Amended and Restated Offer to Purchase dated December 17, 2004, we recently mailed you offering to acquire your units of limited partnership interest in MCCOMBS REALTY PARTNERS. The offer was originally scheduled to expire on January 16, 2004. BY THIS LETTER, WE ARE NOTIFYING YOU THAT WE HAVE EXTENDED THE TENDER OFFER UNTIL MIDNIGHT, NEW YORK TIME, ON JANUARY 30, 2004. As of January 14, 2004, 425 units, or 2.9%, had been tendered to us in response to this offer. Our offer provides you with an opportunity to gain liquidity for your investment 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. If you have not already done so, please remember, that to accept our offer the enclosed Amended and Restated Acknowledgement and Agreement must be received before January 30, 2004. If you have any questions or need assistance in completing the enclosed Amended and Restated Acknowledgement and Agreement, please contact our information agent, The Altman Group, Inc., toll free, at (800) 217-9608. IF YOU HAVE ALREADY RESPONDED TO OUR OFFER, PLEASE DISREGARD THIS LETTER. AIMCO PROPERTIES, L.P.. THE INFORMATION AGENT FOR THE OFFER IS: THE ALTMAN GROUP, INC. By Mail: By Overnight Courier: By Hand: 1275 Valley Brook Avenue 1275 Valley Brook Avenue 1275 Valley Brook Avenue Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 Lyndhurst, New Jersey 07071 By Facsimile: By Telephone: (201) 460-0050 TOLL FREE (800) 217-9608
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