-----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, FDEtHO5LnTqh8LMym/hwnHYv3+T/hJl9QP4k1xBSSCivWk6Dt7Waac2zTovTP0YQ yGX8sb1aBDo4B+bIFtmelA== 0000950134-02-014679.txt : 20021118 0000950134-02-014679.hdr.sgml : 20021118 20021118172528 ACCESSION NUMBER: 0000950134-02-014679 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021118 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO 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: 02831941 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 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56419 FILM NUMBER: 02831942 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 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 SC TO-T/A 1 d01410a5sctovtza.txt AMENDMENT NO. 5 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. 5) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) 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 [X] 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: [X] 2 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) AIMCO PROPERTIES, L.P. 84-1275721 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER -- 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 114.00 Units (VMS National Residential Portfolio I) 62.40 Units (VMS National Residential Portfolio II) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114.00 Units (VMS National Residential Portfolio I) 62.40 Units (VMS National Residential Portfolio II) 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.35% (VMS National Residential Portfolio I) 24.90% (VMS National Residential Portfolio II) 14. TYPE OF REPORTING PERSON PN 3 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) AIMCO-GP, INC. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER -- 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 114.00 Units (VMS National Residential Portfolio I) 62.40 Units (VMS National Residential Portfolio II) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114.00 Units (VMS National Residential Portfolio I) 62.40 Units (VMS National Residential Portfolio II) 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.35% (VMS National Residential Portfolio I) 24.90% (VMS National Residential Portfolio II) 14. TYPE OF REPORTING PERSON CO 4 CUSIP No. NONE 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) APARTMENT INVESTMENT AND MANAGEMENT COMPANY 84-129577 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS Not Applicable 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER -- 8. SHARED VOTING POWER -- 9. SOLE DISPOSITIVE POWER -- 10. SHARED DISPOSITIVE POWER 114.00 Units (VMS National Residential Portfolio I) 62.40 Units (VMS National Residential Portfolio II) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114.00 Units (VMS National Residential Portfolio I) 62.40 Units (VMS National Residential Portfolio II) 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.35% (VMS National Residential Portfolio I) 24.90% (VMS National Residential Portfolio II) 14. TYPE OF REPORTING PERSON CO 5 AMENDMENT NO. 5 TO SCHEDULE TO/AMENDMENT NO. 6 TO SCHEDULE 13D This Statement constitutes (a) Amendment No. 5 to the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the "Commission") on June 17, 2002, as amended by Amendment No. 1 thereto, filed on August 22, 2002, Amendment No. 2 thereto, filed on October 22, 2002, Amendment No. 3 thereto, filed on October 24, 2002, and Amendment No. 4 thereto, filed on November 4, 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; and (b) Amendment No. 6 to the Schedule 13D (the "Schedule 13D") originally filed with the Commission on August 6, 1999 by AIMCO OP, AIMCO-GP, Inc. and Apartment Investment and Management Company, as amended by (i) Amendment No. 1, filed with the Commission on May 17, 2000, (ii) Amendment No. 2, as filed with the Commission on June 14, 2000, (iii) Amendment No. 3, as filed with the Commission on August 4, 2000, by AIMCO OP, AIMCO-GP and AIMCO, (iv) Amendment No. 4, as filed with the Commission on August 14, 2001, and (v) Amendment No. 5, as filed with the Commission on December 10, 2001. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. At midnight, New York City time, on November 15, 2002, the offers expired pursuant to their terms. A total of 47.50 units in Portfolio I and 25.58 units in Portfolio II, representing approximately 7.23% and 9.39%, respectively, of the outstanding units, were validly tendered and not withdrawn pursuant to the offers. AIMCO OP has accepted for payment all of those units. 6 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 18, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Patrick J. Foye ------------------------------ Patrick J. Foye Executive Vice President 7 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 18, 2002 SCHEDULE 13D AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Patrick J. Foye ------------------------------ Patrick J. Foye Executive Vice President AIMCO-GP, INC. By: /s/ Patrick J. Foye ------------------------------ Patrick J. Foye Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye ------------------------------ Patrick J. Foye Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----