-----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, BImqgqkJBkQHU/ZfNbnz0HPwFyDYrXw4HHryS25gmKl/aCRruuBCLIzpn9QEQFMd KSoAemYM0AVCagYGvfs1dQ== 0000950134-05-012273.txt : 20060919 0000950134-05-012273.hdr.sgml : 20060919 20050621164908 ACCESSION NUMBER: 0000950134-05-012273 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050621 DATE AS OF CHANGE: 20051007 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO GROUP MEMBERS: FOX CAPITAL MANAGEMENT CORP GROUP MEMBERS: FOX PARTNERS VIII 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: 05908434 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: 05908435 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 d18193a6sctovtza.txt AMENDMENT NO. 6 TO SCHEDULE TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO/A (AMENDMENT NO. 6) 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 Partners VIII 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. 6 TO SCHEDULE TO This Amendment No. 6 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 filed on March 15, 2005, Amendment No. 2 filed on March 28, 2005, Amendment No. 3 filed on April 27, 2005, Amendment No. 4 filed on May 31, 2005 and Amendment No. 5 filed on June 7, 2005 (as amended, the "Schedule TO"). This Amendment No. 6 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 $161.34 per unit in cash, subject to the conditions set forth in the Offer to Purchase dated February 16, 2005 (as amended or supplemented from time to time, the "Offer to Purchase") and in the related Letter of Transmittal (as amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer"). 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. ITEM 4. TERMS OF THE TRANSACTION. Item 4(a) of the Schedule TO is amended and supplemented as follows: The following chart under "Special Factors - Valuation of Units - Comparison of Offer Price to Alternative Consideration" is amended and restated as follows: Cash offer price ................................................. $ 161.34 Alternatives Highest cash tender offer price (2002-May 2005) ................ $ 200.00 Highest price on secondary market (2002-May 2005) .............. $ 200.00 Estimated liquidation proceeds (based on appraised value) ...... $ 161.34
3 ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Item 13 of the Schedule TO is amended and supplemented as follows: ITEM 8. FAIRNESS OF THE TRANSACTION. Item 8(a)-(f) of the Schedule 13E-3 is amended and supplemented as follows: (1) The second bullet point of the fifth paragraph under "Special Factors - Position of the General Partner of Your Partnership With Respect to the Offer" is amended by deleting the following at the beginning thereof: "although our offer price exceeds the offer prices in prior tender offers from 2002 through May 2005," (2) The fifth paragraph under "Special Factors - Position of the General Partner of Your Partnership With Respect to the Offer" is amended and supplemented by adding the following bullet point between the third and fourth bullet points of that paragraph: "o the offer prices in two third-party tender offers in 2002 and one third-party tender offer in 2004 were higher than our offer price;" (3) "Special Factors - Position of the General Partner of Your Partnership With Respect to the Offer" is amended and supplemented by adding the following paragraph between the eighth and ninth paragraphs of that section: "The general partner believes the offer price is fair despite the fact that some prior tender offer prices were higher than our current offer price because the facts and circumstances that affect pricing have changed over time. For example, the partnership no longer owns one of the two properties that it owned at the time of some of those prior tender offers." ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. Item 9{a) of the Schedule 13E-3 is amended and supplemented as follows: See Item 8 under Item 13 of this Amendment No. 6. ITEM 12. THE SOLICITATION OR RECOMMENDATION. Item 12(d)-(e) of the Schedule 13E-3 is amended and supplemented as follows: See Item 8 under Item 13 of this Amendment No. 6. 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: June 21, 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 PARTNERS VIII By: FOX CAPITAL MANAGEMENT CORPORATION Its General Partner 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 COVER 2 filename2.txt June 21, 2005 VIA EDGAR & HAND DELIVERY Abby Adams, Esq. Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 Re: FOX STRATEGIC HOUSING INCOME PARTNERS AND CENTURY PROPERTIES FUND XV AMENDED SCHEDULE TO-T/13E-3S FILED JUNE 7, 2005 BY AIMCO PROPERTIES LP, ET AL. Dear Ms. Adams: On behalf of AIMCO Properties, L.P. ("AIMCO OP"), we are responding to the Staff's comment letter, dated June 16, 2005, regarding the Tender Offer Statements and Rule 13e-3 Transaction Statements on Schedule TO referred to above. AIMCO OP is in the process of gathering the additional information requested by the Staff. However, in the interest of accelerating your review process and disseminating revised disclosures promptly, we have filed an amendment to the Schedule TO for each of Century Properties Fund XV and Fox Strategic Housing Income Partners, which reflects the revised disclosure in response to comment number 7 of the Staff's letter, dated June 16, 2005. AIMCO OP intends to respond to the Staff's remaining comments in a subsequent letter and to file amendments to the Schedule TO for each of Century Properties Fund XIX, Davidson Income Real Estate, L.P. and National Property Investors III as soon as practicable. We have set forth below the Staff's comment referenced above and AIMCO OP's response to such comment. Fox Strategic Housing Income Partners Century Properties Fund XV 7. We note the information added in this amendment regarding prior purchases by Mr. Ira Gaines. Tell us whether these purchases were through a tender offer. If so, it appears that you should revise the table on page 14 to reflect this tender offer. RESPONSE: AIMCO OP supplementally advises the Staff that these purchases were effected through tender offers. We have revised the disclosure in response to this comment. Securities and Exchange Commission June 21, 2005 Page 2 We would appreciate your prompt attention to this letter. Please do not hesitate to contact the undersigned at (213) 687-5527 or Jonathan Friedman at (213) 687-5396 if you have any questions or comments regarding this letter. Very truly yours, /s/ JONATHAN KO Jonathan Ko cc: Daniel L. Jablonsky, Esq. - Securities and Exchange Commission, Division of Enforcement Martha Long - Apartment Investment and Management Company Miles Cortez, Esq. - Apartment Investment and Management Company Joseph Coco, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP Jonathan Friedman, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP -----END PRIVACY-ENHANCED MESSAGE-----