0000950134-05-006128.txt : 20120618 0000950134-05-006128.hdr.sgml : 20120618 20050328163225 ACCESSION NUMBER: 0000950134-05-006128 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050328 DATE AS OF CHANGE: 20050328 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO GROUP MEMBERS: FOX CAPITAL MANAGEMENT CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOX STRATEGIC HOUSING INCOME PARTNERS CENTRAL INDEX KEY: 0000800080 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943016373 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51487 FILM NUMBER: 05706957 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: C/O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: FOX STRATEGIC HOUSING PARTNERS /CA/ DATE OF NAME CHANGE: 19870402 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY PROPERTIES GROWTH FUND XXVI DATE OF NAME CHANGE: 19870208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOX STRATEGIC HOUSING INCOME PARTNERS CENTRAL INDEX KEY: 0000800080 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 943016373 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51487 FILM NUMBER: 05706958 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: C/O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 FORMER COMPANY: FORMER CONFORMED NAME: FOX STRATEGIC HOUSING PARTNERS /CA/ DATE OF NAME CHANGE: 19870402 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY PROPERTIES GROWTH FUND XXVI DATE OF NAME CHANGE: 19870208 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 d18193a2sctovtza.txt AMENDMENT NO. 2 TO SC TO-TENDER OFFER SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO/A (AMENDMENT NO. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Fox Strategic Housing Income Partners -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO Properties, L.P. Apartment Investment and Management Company AIMCO-GP, Inc. Fox Capital Management Corporation -------------------------------------------------------------------------------- (Names of Filing Persons (Offerors)) Limited Partnership Units -------------------------------------------------------------------------------- (Title of Class of Securities) None -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Martha L. Long Apartment Investment and Management Company 55 Beattie Place PO Box 1089 Greenville, South Carolina 29602 (864) 239-1000 -------------------------------------------------------------------------------- (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 Calculation of Filing Fee TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $2,330,072.28 $274.25 * For purposes of calculating the fee only. This amount assumes the purchase of 14,442 units of limited partnership interest of the subject partnership for $161.34 per unit. 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 $117.70 per million of the aggregate amount of cash offered by the bidder. [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: $274.25 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO/13E-3 Date Filed: February 16, 2005 [ ] 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 [X] 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 and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO initially filed on February 16, 2005, as amended by Amendment No. 1 thereto (the "Schedule TO"). This Amendment No. 2 relates to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest ("Units") of Fox Strategic Housing Income Partners, a California limited partnership (the "Partnership"), at a price of $178.35 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated February 16, 2005 and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Offer to Purchase. On March 28, 2005, AIMCO Properties, L.P. mailed a letter to the holders of Units of the Partnership and issued a press release announcing the extension of the expiration date of the Offer from midnight, New York City time, on March 28, 2005, to midnight, New York City time, on April 27, 2005. Copies of the press release and letter have been filed as Exhibits (a)(7) and (a)(8), respectively, to this Amendment No. 2. 3 ITEM 12. EXHIBITS. Item 12 of the Schedule TO is amended and supplemented as follows: (a)(7) Press Release, dated March 28, 2005. (a)(8) Letter, dated March 28, 2005, from AIMCO Properties, L.P. to the limited partners of Fox Strategic Housing Income Partners. (a)(9) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Fox Strategic Housing Income Partners' Schedule TO, filed with the Securities and Exchange Commission of February 16, 2005, 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: March 28, 2005 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Martha L. Long ------------------------------ Martha L. Long Senior Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Martha L. Long ------------------------------ Martha L. Long Senior Vice President AIMCO-GP, INC. By: /s/ Martha L. Long ------------------------------ Martha L. Long Senior Vice President FOX CAPITAL MANAGEMENT CORPORATION By: /s/ Martha L. Long ------------------------------ Martha L. Long Senior Vice President 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(7) Press Release, dated March 28, 2005. (a)(8) Letter, dated March 28, 2005, from AIMCO Properties, L.P. to the limited partners of Fox Strategic Housing Income Partners. (a)(9) Letter of Transmittal and related Instructions (Exhibit (a)(2) to Fox Strategic Housing Income Partners' Schedule TO, filed with the Securities and Exchange Commission on February 16, 2005, is incorporated herein by reference).
6 EX-99.(A)(7) 2 d18193a2exv99wxayx7y.txt PRESS RELEASE EXHIBIT (a)(7) CONTACT: The Altman Group, Inc. (800) 467-0821 (toll free) FOR IMMEDIATE RELEASE AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS DENVER, COLORADO, March 28, 2005 - As previously announced, AIMCO Properties, L.P. is offering to purchase units of limited partnership interest in the partnerships set forth below, subject to the terms of the respective Offers to Purchase (as amended and supplemented, the "Offers"). AIMCO Properties, L.P. has now extended the expiration date of each of the Offers to midnight, New York City time, on April 27, 2005. The Offers were previously scheduled to expire at midnight, New York City time, on March 28, 2005. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offers, that as of the close of business on March 25, 2005, the approximate number of units set forth below had been tendered pursuant to each of the Offers.
Name of Partnership Number of Units Tendered ------------------------------------- ------------------------ Century Properties Fund XIV 387 Century Properties Fund XV 1,523 Century Properties Fund XIX 2,689.68 Century Properties Growth Fund XXII 3,170 Davidson Growth Plus, L.P. 444.5 Davidson Income Real Estate, L.P. 451 Fox Strategic Housing Income Partners 580 National Property Investors III 302
For further information, please contact The Altman Group, Inc. at (800) 467-0821 (toll free), which is acting as the Information Agent for the Offers. EX-99.(A)(8) 3 d18193a2exv99wxayx8y.txt LETTER EXHIBIT (a)(8) AIMCO AIMCO PROPERTIES, L.P. c/o The Altman Group, Inc. P.O. Box 238 Lyndhurst, NJ 07071 (800) 467-0821 AN IMPORTANT REMINDER March 28, 2005 Dear Limited Partner: We recently mailed you tender offer documents offering to purchase your units of limited partnership interest in Fox Strategic Housing Income Partners for $161.34 per unit in cash. Our offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 16, 2005, and in the related Letter of Transmittal (collectively, together with any supplements or amendments, our "Offer"). WE HAVE EXTENDED OUR OFFER UNTIL MIDNIGHT, NEW YORK CITY TIME, ON APRIL 27, 2005, AND HAVE ISSUED A PRESS RELEASE ANNOUNCING THE EXTENSION. Our Offer was previously scheduled to expire on March 28, 2005. Our Offer provides you with an opportunity to: - GAIN LIQUIDITY FOR YOUR INVESTMENT WHICH YOU MAY NOT HAVE HAD PREVIOUSLY, AND - TO ELIMINATE THE COST AND RECORD KEEPING ASSOCIATED WITH LIMITED PARTNERSHIP TAX REPORTING. If you retain your units, you will continue to be a limited partner. If you elect to remain in the partnership until termination, you will continue to participate in the partnership distributions, if any, and the tax effects of the partnership's results. Please remember, that to accept our Offer, you must complete and sign the enclosed Letter of Transmittal in accordance with its instructions, which must be received by our information agent, The Altman Group, Inc., by April 27, 2005. If you have already tendered your units, you need not do anything at this time. If you have any questions, please contact the Information Agent, toll free, at (800) 467-0821. Sincerely, AIMCO Properties, L.P.