-----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, ViRqxWeO/DsVvjvclmo7rK+elovJXgBJPCjdMFOg62/k0FnX81TYEbr9Ysnuqx/R Z+0x61RT+XDRI2WVeXYT8A== 0000950134-04-000932.txt : 20040130 0000950134-04-000932.hdr.sgml : 20040130 20040130170842 ACCESSION NUMBER: 0000950134-04-000932 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040130 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US REALTY PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000788955 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 570814502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55083 FILM NUMBER: 04556701 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET STREET 2: 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 d12281asctovtza.txt AMENDMENT NO. 3 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. 3) U.S. REALTY PARTNERS LIMITED PARTNERSHIP - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO PROPERTIES, L.P. - OFFEROR - -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person) DEPOSITARY UNIT CERTIFICATES - -------------------------------------------------------------------------------- (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** - ---------------------- ---------------------- $1,063,330.35 $86.02
* 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 [ ] going-private transaction to Rule 14d-1. subject to Rule 13e-3. [ ] issuer tender offer subject to [ ] amendment to Schedule 13D Rule 13e-4. 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 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 depositary unit certificates ("Units") of U.S. Realty Partners Limited Partnership, a Delaware limited partnership, at a price of $2.35 per unit in cash, subject to the conditions set forth in the amended and restated Offer to Purchase, dated December 16, 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 30, 2004, AIMCO Properties announced that it was extending the expiration date of the offer from midnight New York time on January 30, 2004, to midnight New York time February 13, 2004. A copy of that press release extending the offer is filed with this Schedule TO as Exhibit (a)(12). This Amendment No. 3 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 30, 2004, AIMCO Properties announced that it was extending the expiration date of the offer from midnight New York time on January 30, 2004, to midnight New York time February 13, 2004. A copy of that press release extending the offer is filed with this Schedule TO as Exhibit (a)(12). 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 Units of U.S. Realty Partners Limited Partnership, 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 holders of Units of U.S. Realty Partners Limited Partnership. (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 Units of U.S. Realty Partners Limited Partnership, dated December 16, 2003. (Previously filed) (a)(8) Amended and Restated Letter of Transmittal and related instructions, dated December 16, 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 16, 2003. (Previously filed) (a)(10) Letter, dated December 16, 2003, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(12) Press Release of January 30, 2004. (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. 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 30, 2004 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. ------------------------------ General Partner AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Martha J. Long ------------------------------ Senior Vice President of each of the foregoing entities EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Offer to Purchase Units of U.S. Realty Partners Limited Partnership, 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 holders of Units of U.S. Realty Partners Limited Partnership. (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 Units of U.S. Realty Partners Limited Partnership, dated December 16, 2003. (Previously filed) (a)(8) Amended and Restated Letter of Transmittal and related instructions, dated December 16, 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 16, 2003. (Previously filed) (a)(10) Letter, dated December 16, 2003, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(12) Press Release of January 30, 2004. (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)(12) 3 d12281aexv99wxayx12y.txt PRESS RELEASE CONTACT: The Altman Group, Inc. (800) 217-9608 (toll free) FOR IMMEDIATE RELEASE DENVER, COLORADO, January 30, 2004. As previously announced, AIMCO Properties, L.P. is tendering for depositary unit certificates ("units") in U.S. Realty Partners Limited Partnership, subject to the terms of their Amended and Restated Offer to Purchase, as amended. AIMCO Properties, L.P. has extended the expiration time of its offer. The expiration time for the offer has been extended to midnight, New York time, on Friday, February 13, 2004. The offer was previously scheduled to expire at midnight, New York time, on January 30, 2004. AIMCO Properties, L.P. reported, based on information provided by the Information Agent for the offer, that as of the close of business on January 29, 2004, approximately 51,504 units (or 4.21% of the units outstanding) had been tendered pursuant to the offer. For further information, please contact The Altman Group, Inc. at (800) 217-9608 (toll free), which is acting as the Information Agent for the offer. -----END PRIVACY-ENHANCED MESSAGE-----