-----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, WBrisiL4n8Xi9hKC18LGyPCBRL/3rvwBNRqjoH3Zjh9HOa/VQwK5eeqTTshi4jpJ 7mIhoKU5QjQIVtJWnrJdEQ== 0000950134-02-012409.txt : 20021011 0000950134-02-012409.hdr.sgml : 20021011 20021011163605 ACCESSION NUMBER: 0000950134-02-012409 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021011 GROUP MEMBERS: AIMCO GP INC 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD II CENTRAL INDEX KEY: 0000314237 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953547609 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78480 FILM NUMBER: 02787723 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 SC TO-T/A 1 d00238ahsctovtza.txt AMENDMENT NO. 1 TO SC TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) REAL ESTATE ASSOCIATES LIMITED II (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 of Securities) NONE (CUSIP Number of Class of Securities) Patrick J. Foye Executive Vice President Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8081 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy To: Gregory M. Chait Robert Barker Powell, Goldstein, Frazer & Murphy LLP 191 Peachtree Street, N.E., Suite 1600 Atlanta, Georgia 30303 (404) 572-6600 CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $311,688.00 $28.68 - --------------------------------------------------------------------------------
* For purposes of calculating the fee only. ** Previously paid. [ ] 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: Filing Party: ------------- ------------- Form or Registration No.: Date Filed: ------------- ------------- [ ] 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. [ ] going-private transaction subject to Rule 13e-3. [ ] issuer tender offer subject to Rule 13e-4. [ ] 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: [ ] TENDER OFFER STATEMENT This amendment amends the Tender Offer Statement on Schedule TO filed by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), in connection with its tender offer to purchase outstanding units of limited partnership interest of Real Estate Associates Limited II, a California limited partnership, at a price of $117.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase, dated September 16, 2002 (the "Offer to Purchase"), and in the related Letter of Transmittal and Acknowledgment and Agreement, which, as amended and supplemented from time to time, together constitute the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and Acknowledgment and Agreement are filed with this Schedule TO as Exhibits (a)(1), (a)(2) and (a)(3), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. This Amendment No. 1 amends Items 4 and 12 of the Tender Offer Statement on Schedule TO, filed previously by AIMCO Properties. On October 11, 2002, AIMCO Properties mailed a letter to the holders of units of Real Estate Associates Limited II, announcing that it was extending the expiration date of the offer from midnight New York time on October 11, 2002, to midnight New York time on October 31, 2002. A copy of that letter is filed with this Schedule TO as Exhibit (a)(7). ITEM 4. TERMS OF THE TRANSACTION. The expiration date of the offer is midnight New York time on October 31, 2002. ITEM 12. EXHIBITS. (a)(1) Offer to Purchase limited partnership units of Real Estate Associates Limited II, dated September 16, 2002 (previously filed). (a)(2) Letter of Transmittal and related instructions, dated September 16, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated September 16, 2002 (previously filed). (a)(4) Letter, dated September 16, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited II (previously filed). (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the period ended June 30, 2002 filed on Form 10-Q on August 14, 2002 is incorporated herein by reference. (a)(7) Letter, dated October 11, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited II. (b)(1) Fourth Amended and Restated Credit Agreement, dated as of March 11, 2002, by and among AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto (Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001 is incorporated herein by reference). (b)(2) Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 2, 2002, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 is incorporated herein by this reference). (d) Not applicable (g) None. (h) None. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not Applicable. 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. Dated: October 11, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye ------------------------------- Executive Vice President EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Offer to Purchase limited partnership units of Real Estate Associates Limited II, dated September 16, 2002 (previously filed). (a)(2) Letter of Transmittal and related instructions, dated September 16, 2002 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated September 16, 2002 (previously filed). (a)(4) Letter, dated September 16, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited II (previously filed). (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2001 filed on Form 10-K405 on April 1, 2002 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the period ended June 30, 2002 filed on Form 10-Q on August 14, 2002 is incorporated herein by reference. (a)(7) Letter, dated October 11, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited II. (b)(1) Fourth Amended and Restated Credit Agreement, dated as of March 11, 2002, by and among AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., Fleet National Bank, First Union National Bank, and the other financial institutions party thereto (Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended December 31, 2001 is incorporated herein by reference). (b)(2) Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 2, 2002, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A. and the Lenders listed therein (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 is incorporated herein by this reference). (d) Not applicable (g) None. (h) None.
EX-99.(A)(7) 3 d00238ahexv99wxayx7y.txt LETTER DATED OCTOBER 11, 2002 AIMCO AIMCO PROPERTIES, L.P. c/o River Oaks Partnership Services, Inc. P.O. Box 2065 S. Hackensack, N.J. 07606-2065 (888) 349-2005 October 11, 2002 Dear Limited Partner: You should have already received the tender offer documents, including the Offer to Purchase dated September 16, 2002, we recently mailed you offering to acquire your units of limited partnership interest in REAL ESTATE ASSOCIATES LIMITED II. The offer was originally scheduled to expire on October 11, 2002. BY THIS LETTER, WE ARE NOTIFYING YOU THAT WE HAVE EXTENDED THE TENDER OFFER UNTIL MIDNIGHT, NEW YORK TIME, ON OCTOBER 31, 2002. As of October 9, 2002, 196 units, or 1.71%, had been tendered to us in response to this offer. Our offer provides you with an opportunity to gain liquidity for your investment and to eliminate the cost and record keeping associated with limited partnership tax reporting. If we purchase your tendered units, you will receive cash, but you may recognize a gain or loss for federal income tax purposes. However, you will not receive a K-1 in respect of your partnership income or loss after the tax year in which your units are purchased. If you retain your units, you will continue to be a limited partner. However, you may not be able to liquidate your investment until the partnership terminates. If you have not already done so, please remember, that to accept our offer the enclosed Acknowledgement and Agreement must be received before October 31, 2002. If you have any questions or need assistance in completing the enclosed Acknowledgement and Agreement, please contact our information agent, River Oaks Partnership Services, Inc., toll free, at (888) 349-2005. IF YOU HAVE ALREADY RESPONDED TO OUR OFFER, PLEASE DISREGARD THIS LETTER. AIMCO PROPERTIES, L.P. THE INFORMATION AGENT FOR THE OFFER IS: RIVER OAKS PARTNERSHIP SERVICES, INC.
By Mail: By Overnight Courier: By Hand: P.O. Box 2065 111 Commerce Road 111 Commerce Road S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072 Attn.: Reorganization Dept. Attn.: Reorganization Dept. For information, please call: Toll Free (888) 349-2005 Via Facsimile: (201) 460-2889
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