sc13e3za
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
(Amendment No. 4)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(Name of the Issuer)
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
U.S. REALTY I CORPORATION
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO/IPT, INC.
AIMCO-GP, INC.
AIMCO USRP MERGER SUB LLC
(Name of Person(s) Filing Statement)
Limited Partnership Units
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
John Bezzant
Senior Vice President
Apartment Investment and Management Company
4582 South 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 the Persons Filing Statement)
WITH COPIES TO:
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Jonathan Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, CA 90071
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Joseph Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036 |
This statement is filed in connection with (check the appropriate box):
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a.
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þ
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The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934. |
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b.
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þ
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The filing of a registration statement under the Securities Act of 1933. |
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c.
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A tender offer. |
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d.
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o
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the
transaction: þ
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee** |
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$888,181.80
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$63.33 |
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* |
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For purposes of calculating the fee only. This amount was calculated by multiplying the
321,805 depositary unit certificates held by limited partners unaffiliated with AIMCO
Properties, L.P. by $2.76 per depositary unit certificate. |
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** |
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Calculated by multiplying the transaction valuation of $888,181.80 by 0.0000713 |
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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. |
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Amount Previously Paid: $63.33
Form or Registration No.: Form S-4
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Filing Party: Apartment Investment and
Management Company; Aimco Properties, L.P.
Date Filed: October 12, 2010 |
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Schedule
13E-3) is being filed solely to report the results of the Rule 13e-3 transaction subject to the
Schedule 13E-3.
On October 8, 2010, U.S. Realty Partners Limited Partnership, a Delaware limited partnership
(the Partnership), entered into an Agreement and Plan of Merger (the Merger Agreement) with
AIMCO Properties, L.P., a Delaware limited partnership (AIMCO
Properties), and AIMCO USRP Merger
Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the
Merger Subsidiary). The Merger Agreement provides for the Merger Subsidiary to be merged with
and into the Partnership, with the Partnership as the surviving entity (the Merger), upon
approval by a majority in interest of the outstanding limited partnership interest of the
Partnership (the USRP Units). On February 11, 2011, AIMCO Properties, which owned 900,195 of the
1,222,000 issued and outstanding USRP Units, or approximately 73.67% of the number of outstanding
USRP Units, took action by written consent to approve the Merger, and the Merger was completed.
In the Merger, each USRP Unit in the Partnership outstanding immediately prior to the
consummation of the Merger and held by limited partners (other than USRP Units as to which
appraisal rights are elected) was converted into the right to receive, at the election of the
limited partner, either (i) $2.76 in cash (the Cash
Consideration) or (ii) 0.11 partnership
common units of AIMCO Properties. However, limited partners who reside in the State of California
will only be entitled to receive the Cash Consideration for each USRP Unit. Those limited partners
who do not make an election will be deemed to have elected to receive the Cash Consideration.
In the Merger, AIMCO Properties interest in the Merger Subsidiary was converted into 1,000
USRP Units, and AIMCO Properties became the sole limited partner of the Partnership. U.S. Realty I
Corporation continues to be the general partner of the Partnership, and the Partnerships agreement
of limited partnership in effect immediately prior to the Merger remains unchanged after the
Merger.
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.
Date: February 11, 2011
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U.S. REALTY PARTNERS LIMITED PARTNERSHIP
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By: |
U.S. Realty I Corporation
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Its Corporate General Partner |
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By: |
/s/
Derek S. McCandless
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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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.
Date: February 11, 2011
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U.S. REALTY I CORPORATION
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By: |
/s/ Derek S. McCandless
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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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.
Date: February 11, 2011
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AIMCO PROPERTIES, L.P.
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By: |
AIMCO-GP, INC.
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Its General Partner |
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By: |
/s/ Derek S. McCandless
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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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.
Date: February 11, 2011
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APARTMENT INVESTMENT AND MANAGEMENT COMPANY
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By: |
/s/
Derek S. McCandless |
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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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.
Date: February 11, 2011
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AIMCO/IPT, INC.
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By: |
/s/
Derek S. McCandless
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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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.
Date: February 11, 2011
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AIMCO-GP, INC.
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By: |
/s/
Derek S. McCandless
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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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.
Date: February 11, 2011
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AIMCO USRP MERGER SUB LLC
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By: |
AIMCO PROPERTIES, L.P.
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Its Sole Member |
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By: |
AIMCO-GP, INC.
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Its General Partner |
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By: |
/s/
Derek S. McCandless
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Name: |
Derek S. McCandless |
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Title: |
Senior Vice President and
Assistant General Counsel |
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8
EXHIBIT INDEX
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
(a)(1)
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Information Statement/Prospectus (the Information
Statement/Prospectus filed with the Securities and Exchange
Commission as part of Amendment No. 3 to the Registration
Statement on Form S-4, File No. 333-169870, filed by Apartment
Investment and Management Company and AIMCO Properties, L.P. on
December 13, 2010 is incorporated herein by reference). |
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(b)
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Tenth Amendment to Senior Secured Credit Agreement, dated as of
September 29, 2010, by and among Apartment Investment and
Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda
Holdings, Inc., as the Borrowers, the pledgors and guarantors
named therein, Bank of America, N.A., as administrative agent,
swing line lender and L/C issuer, and the lenders party thereto
(Exhibit 10.1 to the Current Report on Form 8-K filed by AIMCO
Properties, L.P. on September 30, 2010 is incorporated herein by
reference). |
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(c)(1)
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Appraisal Report, dated as of May 21, 2010, by Cogent Realty
Advisors, LLC, related to Twin Lakes Apartments (Exhibit 99.1 to
the Registration Statement on Form S-4 filed by Apartment
Investment and Management Company and AIMCO Properties, L.P. on
October 12, 2010 is incorporated herein by reference). |
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(d)(1)
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Agreement and Plan of Merger, dated October 8, 2010 (Exhibit 10.1
to the Current Report on Form 8-K filed by U.S. Realty Partners
Limited Partnership on October 12, 2010 is incorporated herein by
reference). |
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(f)
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Appraisal Rights of Limited Partners (Annex B to the Information
Statement/Prospectus filed with the Securities and Exchange
Commission as part of the Registration Statement on Form S-4 filed
by Apartment Investment and Management Company and AIMCO
Properties, L.P. on October 12, 2010 is incorporated herein by
reference). |
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(g)
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Not applicable. |