SC 13E3/A 1 d79599sc13e3za.htm SC 13E3/A 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
FOX STRATEGIC HOUSING INCOME PARTNERS
 
(Name of the Issuer)
FOX STRATEGIC HOUSING INCOME PARTNERS
FOX PARTNERS VIII
FOX CAPITAL MANAGEMENT CORPORATION
AIMCO/IPT, INC.
AIMCO PROPERTIES, L.P.
AIMCO-GP, INC.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO FOX MERGER SUB LLC
 
(Name of Person(s) Filing Statement)
Units of Limited Partnership Interest
 
(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:
Paul J. Nozick
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309
(404) 881-7000
 
This statement is filed in connection with (check the appropriate box):
a. þ 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.
b. þ The filing of a registration statement under the Securities Act of 1933.
c. o A tender offer.
d. o 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
     
Transaction Valuation*   Amount of Filing Fee**
     
$60,000   $4.28
*   For purposes of calculating the fee only. This amount was calculated by multiplying the 12,392 limited partnership units held by limited partners unaffiliated with AIMCO Properties, L.P. by $4.84 per limited partnership unit.
 
**   Calculated by multiplying the transaction valuation of $60,000 by 0.0000713
 
þ     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: $4.28
Form or Registration No.: Form S-4 (Reg. No.
 333-169869)
  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 February 11, 2011, the merger of Fox Strategic Housing Income Partners, a California limited partnership (“Fox”), with AIMCO Fox Merger Sub LLC, a California limited liability company (“Merger Subsidiary”), was completed, pursuant to the merger agreement (the “Merger Agreement”) dated October 8, 2010 by and among Fox, Merger Subsidiary, and Aimco Properties, L.P., a Delaware limited partnership and the sole member of Merger Subsidiary (“Aimco OP”).
     In the merger, Merger Subsidiary was merged with and into Fox and each limited partnership unit of Fox outstanding immediately prior to the consummation of the merger, except those held by limited partners who perfected their appraisal rights pursuant to the Merger Agreement, was converted into the right to receive, at the election of the limited partner, either (i) $4.84 in cash (the “Cash Consideration”) or (ii) 0.19 partnership common units of Aimco OP. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.
     In the merger, Aimco OP’s membership interest in Merger Subsidiary was converted into Fox limited partnership units. As a result of the merger, Aimco OP is now the sole limited partner in Fox, holding all outstanding limited partnership units. Fox Partners VIII continues to be the sole general partner of Fox and Fox’s agreement of limited partnership in effect immediately prior to the merger remains unchanged after the merger.

2

 

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
         
  FOX STRATEGIC HOUSING INCOME PARTNERS
 		  
  By:   Fox Partners VIII    
    Its General Partner   
       
  By:   Fox Capital Management Corporation    
    Its Managing General Partner   
     
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

3

 

         
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
         
  FOX PARTNERS VIII
 		  
  By:   Fox Capital Management Corporation    
    Its Managing General Partner   
     
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

4

 

         
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
         
  FOX CAPITAL MANAGEMENT CORPORATION
 		  
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

5

 

         
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
         
  AIMCO/IPT, INC.
 		  
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

6

 

         
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
         
  AIMCO PROPERTIES, L.P.
 		  
  By:   AIMCO-GP, INC.    
    Its General Partner   
     
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

7

 

         
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
         
  AIMCO-GP, INC.
 		  
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

8

 

         
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
         
  APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
 		  
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

9

 

         
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
         
  AIMCO FOX MERGER SUB LLC
 		  
  By:   AIMCO PROPERTIES, L.P.    
     
  By:   AIMCO-GP, INC.    
    Its General Partner   
     
  By:   /s/ Derek S. McCandless    
    Name:   Derek S. McCandless   
    Title:   Senior Vice President and
Assistant General Counsel 		  

10

 

         
EXHIBIT INDEX
     
EXHIBIT    
NUMBER   DESCRIPTION
(a)(1)
  Information Statement/Prospectus (the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4, File No. 333-169869, filed by Apartment Investment and Management Company and Aimco OP on October 12, 2010, as amended, is incorporated herein by reference).
 
    
(a)(5)
  Disclosure material to limited partners election of merger consideration, dated February 11, 2011.
 
    
(b)
  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 Preliminary Report on Form 8-K filed by Aimco OP on September 30, 2010 is incorporated herein by reference).
 
    
(c)
  Appraisal Report, dated as of June 1, 2010, by KTR Real Estate Advisors, LLC, related to The Views at Vinings Mountain (Exhibit 99.1 to the Registration Statement on Form S-4 filed by Apartment Investment and Management Company and Aimco OP on October 12, 2010, as amended, is incorporated herein by reference).
 
    
(d)
  Agreement and Plan of Merger, dated October 8, 2010 (Exhibit 10.1 to the Preliminary Report on Form 8-K filed by Fox on October 12, 2010, as amended, is incorporated herein by reference).
 
    
(f)
  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 OP on October 12, 2010, as amended, is incorporated herein by reference).
 
    
(g)
  Not applicable.

11