-----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, AAz0dBBZ8I0C9/sC7TPuXRpbdSIsA6vgPX4eyD01oGkzE4s9ylXPnEv2vD4Sjqcp +IPXFasSShE5RRbfQvn/cQ== 0000891554-99-000840.txt : 19990503 0000891554-99-000840.hdr.sgml : 19990503 ACCESSION NUMBER: 0000891554-99-000840 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990430 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US REALTY PARTNERS LTD PARTNERSHIP CENTRAL INDEX KEY: 0000788955 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 570814502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-55083 FILM NUMBER: 99606783 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 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 14D1/A BUSINESS ADDRESS: STREET 1: 1873 SOUTH BELLAIRE STREET SUITE 1700 CITY: DENVER STATE: CO ZIP: 80222-8101 BUSINESS PHONE: 3037578101 SC 14D1/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 19344 (AMENDMENT NO. 2) ------------------------------------ U.S. REALTY PARTNERS LIMITED PARTNERSHIP (Name of Subject Company) AIMCO PROPERTIES, L.P. APARTMENT INVESTMENT AND MANAGEMENT COMPANY (Bidders) DEPOSITARY UNIT CERTIFICATES (Title of Class of Securities) NONE (Cusip Number of Class of Securities) ------------------------------------ Patrick Foye Copy To: Executive Vice President David J. Heymann, Esq. AIMCO-GP, Inc. Post & Heymann LLP 1873 South Bellaire Street, 17th Floor 100 Jericho Quadrangle, Suite 214 Denver, Colorado 80222 Jericho, New York 11753 (303) 757-8101 (516) 681-3636 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------------------ CALCULATION OF FILING FEE ================================================================================ Transaction Valuation*: $1,939,925 Amount of Filing Fee: $387.99 ================================================================================ * For purposes of calculating the fee only. This amount assumes the purchase of 305,500 depositary unit certificates representing assignments of limited partnership interest ("Units") of the subject partnership for $6.35 per Unit. In connection with the initial Schedule 14D-1 filed by the Bidders, a filing fee of $336.05 was submitted and a filing fee of $12.22 was submitted in connection with the amendment No. 1 to Schedule 14D-1. Accordingly, an additional filing fee of $39.72 is payable with this amendment. The amount of the filing fee, calculated in accordance with Section 14(g)(3) and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the aggregate of the cash offered by the bidders. (cover page 1 of 2) (cover page 2 of 2) [X] Check 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: $348.27 Form or Registration No.: Schedule 14D-1 Filing Party: AIMCO Properties, L.P and Apartment Investment and Management Company Date Filed: April 9, 1999, as amended on April 21, 1999 CUSIP No. NONE 14D-1 AND 13D/A Page 3 of 11 Pages ================================================================================ 1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons AIMCO PROPERTIES, L.P. 84-1275621 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4 Sources of Funds WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person None - -------------------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row 7 None - -------------------------------------------------------------------------------- 10. Type of Reporting Person PN ================================================================================ CUSIP No. NONE 14D-1 AND 13D/A Page 3 of 11 Pages ================================================================================ 1. Name of Reporting Persons; I.R.S. Identification Nos. of Above Persons APARTMENT INVESTEMENT AND MANAGEMENT COMPANY 84-1259577 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4 Sources of Funds N/A - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e) or 2(f) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Maryland - -------------------------------------------------------------------------------- 7. Aggregate Amount Beneficially Owned by Each Reporting Person 243,831 - -------------------------------------------------------------------------------- 8. Check if the Aggregate Amount in Row 7 Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 9. Percent of Class Represented by Amount in Row 7 19.95% - -------------------------------------------------------------------------------- 10. Type of Reporting Person CO ================================================================================ AMENDMENT NO. 2 TO SCHEDULE 14D-1 This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D-1 (the "Statement") filed with the Securities and Exchange Commission ("SEC") on April 9, 1999, as amended by Amendment No. 1 to Tender Offer Statement filed with the SEC on April 21, 1999 by AIMCO Properties, L.P., a Delaware limited partnership (the "Purchaser"), and Apartment Investment and Management Company, a Maryland real estate investment trust, relating to the tender offer by the Purchaser to purchase up to 305,500 outstanding depositary unit certificates representing assignments of limited partnership interest ("Units") of U.S. Realty Partners Limited Partnership (the "Partnership"), at a purchase price of $5.70 per Unit, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 9, 1999, as amended on April 21, 1999 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"), to increase the per Unit purchase price to $6.35 per Unit, net to the seller in cash. Terms not otherwise defined herein shall have the meaning ascribed to them in the Statement and the Offer to Purchase. ITEM 1. SECURITY AND SUBJECT COMPANY. Item 1(b) is hereby supplemented as follows: (b) The Purchase Price for Units has been increased to $6.35 per Unit less the amount of any distributions declared or made with respect to the Units from April 9, 1999 to the date of payment of the Purchase Price by the Purchaser, net to seller in cash, upon the terms and conditions set forth in the Offer to Purchase. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 4(a) is hereby amended to read in its entirety as follows: (a) The information set forth in the Offer to Purchase in Section 10 ("Conflicts of Interest and Transactions with Affiliates") is incorporated herein by reference. The Purchaser (which is an affiliate of the General Partner) expects that approximately $1,939,925 will be required to purchase 305,500 Units, if tendered, and to pay related fees and expenses. The 5 Purchaser expects to obtain all of those funds from the Purchaser's reserves. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(4) Letter to Limited Partners dated April 29, 1999 (a)(5) Press Release 6 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 29, 1999 AIMCO PROPERTIES, L.P. By: AIMCO-GP, Inc. By: Patrick J. Foye ------------------------- Patrick J. Foye Executive Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: Patrick J. Foye ------------------------------- Patrick J. Foye Executive Vice President 7 EXHIBIT INDEX Exhibit Description - ------- ----------- (a)(4) Letter to Limited Partners dated April 29, 1999 (a)(5) Press Release 8 EX-99.(A)(4) 2 LETTER TO LIMITED PARTNERS Exhibit (a)(4) $6.35 HIGHEST PRICE TO PURCHASE DEPOSITARY UNIT CERTIFICATES OF U.S. REALTY PARTNERS LIMITED PARTNERSHIP AIMCO PROPERTIES, L.P. has increased its offer to purchase depositary unit certificates representing assignments of limited partnership interest (the "Units") in U.S. Realty Partners Limited Partnership (the "Partnership") to $6.35, net to seller in cash. Our price is HIGHER than the price being offered by Cal Kan and its affiliates, Everest and Madison and, unlike Everest and Madison, we will not deduct any transfer fees from the Purchase Price. IF IT IS LIQUIDITY YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE CURRENTLY BEING OFFERED. Limited Partners who have already tendered their Units to AIMCO will automatically receive the benefit of the increased purchase price and need not take any further action. Our offer expires at 12:00 midnight, New York City time on May 20, 1999 (unless extended by us). The general partner of the Partnership is our affiliate. As a result of this affiliation, the Partnership has indicated in a Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and Exchange Commission that it is remaining neutral and making no recommendation as to whether its limited partners should tender their Units in response to our Offer. The Partnership further states, however, that if a limited partner desires to obtain cash for its Units presently, it believes that those limited partners should tender their Units for the greatest purchase price. Limited Partners are urged to read our Offer to Purchase and the related materials and the Schedule 14D-9 carefully and in their entirety before deciding whether to tender their Units. You should be aware, however, that, as with any rational investment decision, we are making our Offer with a view to making a profit. No independent person has been retained to evaluate or render any opinion with respect to the fairness of our Offer, and no representation is made by us or any of our affiliates as to such fairness. IF YOU TENDERED YOUR UNITS IN THE CAL KAN OFFER, YOU MAY STILL TENDER YOUR UNITS TO US BY COMPLETING THE NOTICE OF WITHDRAWAL AND THE LETTER OF TRANSMITTAL PREVIOUSLY FORWARDED TO YOU. THE NOTICE OF WITHDRAWAL MUST BE DELIVERED TO CAL KAN (with a copy to our Information Agent) BY NO LATER THAN MAY 18, 1999, THE EXPIRATION DATE OF THE CAL KAN OFFER. 9 If you have any questions concerning the terms of the offer, or need assistance in completing the forms necessary to tender your units, please contact our Information Agent, River Oaks Partnership Services, Inc., at (888) 349-2005 or (201) 896-1900. Very truly yours, AIMCO PROPERTIES, L.P. April 21, 1998 10 EX-99.(A)(5) 3 PRESS RELEASE Exhibit (a)(5) April 29, 1999 Denver, Colorado FOR IMMEDIATE RELEASE AIMCO Properties, L.P. has increased the purchase price in its offer to purchase up to 305,500 outstanding depositary unit certificates representing assignments of limited partnership interests (the "Units") of U.S. Realty Partners Limited Partnership to $6.35 per Unit. Limited Partners who have tendered their Units to AIMCO will automatically receive the benefit of the increased purchase price and need not take any further action. As of April 28, 1999, an immaterial number of units have been deposited pursuant to AIMCO's offer. For additional information, contact River Oaks Partnership Services, Inc., AIMCO's information agent, at (888) 349-2005 or (201) 896-1900. 11 -----END PRIVACY-ENHANCED MESSAGE-----