-----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, Owroo1XOGnrP+I6NyJlhGggflyj8mr0GHARXLGN0QC1i8hm9rFJS+0srXWpTyTEw IPCIn02/jgfTr5Ha4+wC0g== 0000950134-02-012781.txt : 20021022 0000950134-02-012781.hdr.sgml : 20021022 20021022080102 ACCESSION NUMBER: 0000950134-02-012781 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021022 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: 2000 SOUTH COLORADO BLVD. STREET 2: SUITE 2-1000 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VMS NATIONAL PROPERTIES JOINT VENTURE CENTRAL INDEX KEY: 0000789089 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363311347 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56419 FILM NUMBER: 02794432 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 SC TO-T/A 1 d00298a2sctovtza.txt AMENDMENT NO. 2 TO SC TO 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 VMS NATIONAL PROPERTIES JOINT VENTURE - -------------------------------------------------------------------------------- (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 Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class Securities) Patrick J. Foye Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (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 1 Calculation of Filing Fee
- ---------------------- -------------------- Transaction valuation* Amount of filing fee - ---------------------- -------------------- $1,201,870.00 $110.57 - ------------- -------
* For purposes of calculating the fee only. This amount is equal to the maximum aggregate offering price of the partnership common units of AIMCO Properties, L.P. being registered in connection with exchange offers for limited partnership interests in VMS National Residential Portfolio I and VMS National Residential Portfolio II (participants in VMS National Properties Joint Venture). 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 $92.00 per $1,000,000 of the maximum aggregate offering price. [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: $110.57 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Form S-4 (Portfolio I) Date Filed: June 17, 2002 Form S-4 (Portfolio II) June 17, 2002 [ ] 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 [ ] 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 the Tender Offer Statement on Schedule TO originally filed with the Securities and Commission on June 17, 2002 and Amendment No. 1 thereto, filed on August 22, 2002, relating to the offers by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"), to purchase units of limited partnership interest of VMS National Residential Portfolio I, an Illinois limited partnership, and VMS National Residential Portfolio II, an Illinois limited partnership (both participants in VMS National Properties Joint Venture), in exchange for partnership common units of AIMCO OP, cash or any combination thereof. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. On October 21, 2002 AIMCO OP issued a press release announcing that it has extended the expiration date of the offers. As extended, the offers and withdrawal rights will expire at midnight, New York City time, on November 15, 2002. The Offer and withdrawal rights were previously scheduled to expire at midnight, New York City time, on October 21, 2002. A copy of the press release is filed as Exhibit (a)(8) hereto and is incorporated herein by reference. 3 ITEM 12. EXHIBITS. (a)(8) Press Release, dated October 21, 2002, announcing the extension of the expiration date of the offers. 4 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: October 21, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Patrick J. Foye ------------------------------ Patrick J. Foye Executive Vice President 5 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ------- ----------- (a)(8) Press Release, dated October 21, 2002, announcing the extension of the expiration date of the offers.
EX-99.(A)(8) 3 d00298a2exv99wxayx8y.txt PRESS RELEASE CONTACT: River Oaks Partnership Services, Inc. (888) 349-2005 (toll free) FOR IMMEDIATE RELEASE DENVER, COLORADO, October 21, 2002-As previously announced, AIMCO Properties, L.P. is offering to acquire up to 270 units of limited partnership interest in VMS National Residential Portfolio I ("VMS I") and up to 120 units of limited partnership interest in VMS National Residential Portfolio II ("VMS II"), in each case, in exchange per unit for 64.50 partnership common units of AIMCO Properties, L.P., $3,000 in cash, or a combination thereof, subject to the terms and conditions set forth in the offering materials. The offers were previously scheduled to expire at midnight, New York City time, on October 21, 2002. AIMCO Properties, L.P. has now extended the expiration date of the offers to midnight, New York City time, on November 15, 2002. AIMCO Properties, L.P. reported that as of the close of business on October 18, 2002, 29.25 units of VMS I and 11.25 units of VMS II had been tendered pursuant to the offers. For further information, please contact River Oaks Partnership Services, Inc. at (888) 349-2005 (toll free), which is acting as the Information Agent for the offers. -----END PRIVACY-ENHANCED MESSAGE-----