-----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, E++Hiw0P/I9fWtyiDZaLfo78ZvyKxjOrXvF5cNwbmjk0H+K8KWHDo91vEVD+muZZ 0pJjpRhYxohH4uzYuKp6MQ== 0000950134-02-013330.txt : 20021104 0000950134-02-013330.hdr.sgml : 20021104 20021104163800 ACCESSION NUMBER: 0000950134-02-013330 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021104 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: 02808573 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 d00298a4sctovtza.txt AMENDMENT NO. 4 TO SC TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. 4) 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. 4 TO SCHEDULE TO This Amendment No. 4 amends the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the "Commission") on June 17, 2002, Amendment No. 1 thereto, filed on August 22, 2002, Amendment No. 2 thereto, filed on October 22, 2002, and Amendment No. 3 thereto, filed on October 24, 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 ("Portfolio I"), an Illinois limited partnership, and VMS National Residential Portfolio II ("Portfolio II"), an Illinois limited partnership (both participants in VMS National Properties Joint Venture) (collectively, the "Partnerships"), 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. Concurrently with the filing of this Schedule TO, Apartment Investment and Management Company and AIMCO OP are filing a prospectus supplement to the prospectus relating to the offer to purchase units of limited partnership interest in Portfolio I (the "Portfolio I Supplement"), and to the prospectus relating to the offer to purchase units of limited partnership interest in Portfolio II (the "Portfolio II Supplement"), copies of which are attached as Exhibits (a)(13) and (a)(14) hereto, respectively, and are incorporated herein by reference. Each of the Portfolio I Supplement and Portfolio II Supplement were filed pursuant to Rule 424(b) of the Commission. 3 ITEM 12. EXHIBITS. (a)(13) Prospectus Supplement to Prospectus relating to the offer to purchase units of Portfolio I (the Portfolio I Supplement is incorporated herein by reference) (a)(14) Prospectus Supplement to Prospectus relating to the offer to purchase units of Portfolio II (the Portfolio II Supplement is incorporated herein by reference) 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: November 4, 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)(13) Prospectus Supplement to Prospectus relating to the offer to purchase units of Portfolio I (the Portfolio I Supplement is incorporated herein by reference) (a)(14) Prospectus Supplement to Prospectus relating to the offer to purchase units of Portfolio II (the Portfolio II Supplement is incorporated herein by reference)
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