SC TO-T/A 1 d00298a2sctovtza.txt AMENDMENT NO. 2 TO SC TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VMS NATIONAL PROPERTIES JOINT VENTURE -------------------------------------------------------------------------------- (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 Securities) None -------------------------------------------------------------------------------- (CUSIP Number of Class Securities) Patrick J. Foye Apartment Investment and Management Company Colorado Center, Tower Two 2000 South Colorado Boulevard, Suite 2-1000 Denver, Colorado 80222 (303) 757-8101 -------------------------------------------------------------------------------- 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 1 Calculation of Filing Fee
---------------------- -------------------- Transaction valuation* Amount of filing fee ---------------------- -------------------- $1,201,870.00 $110.57 ------------- -------
* For purposes of calculating the fee only. This amount is equal to the maximum aggregate offering price of the partnership common units of AIMCO Properties, L.P. being registered in connection with exchange offers for limited partnership interests in VMS National Residential Portfolio I and VMS National Residential Portfolio II (participants in VMS National Properties Joint Venture). 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 $92.00 per $1,000,000 of the maximum aggregate offering price. [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: $110.57 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Form S-4 (Portfolio I) Date Filed: June 17, 2002 Form S-4 (Portfolio II) June 17, 2002 [ ] 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 [ ] 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 the Tender Offer Statement on Schedule TO originally filed with the Securities and Commission on June 17, 2002 and Amendment No. 1 thereto, filed on August 22, 2002, relating to the offers by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO OP"), to purchase units of limited partnership interest of VMS National Residential Portfolio I, an Illinois limited partnership, and VMS National Residential Portfolio II, an Illinois limited partnership (both participants in VMS National Properties Joint Venture), in exchange for partnership common units of AIMCO OP, cash or any combination thereof. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. On October 21, 2002 AIMCO OP issued a press release announcing that it has extended the expiration date of the offers. As extended, the offers and withdrawal rights will expire at midnight, New York City time, on November 15, 2002. The Offer and withdrawal rights were previously scheduled to expire at midnight, New York City time, on October 21, 2002. A copy of the press release is filed as Exhibit (a)(8) hereto and is incorporated herein by reference. 3 ITEM 12. EXHIBITS. (a)(8) Press Release, dated October 21, 2002, announcing the extension of the expiration date of the offers. 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: October 21, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ Patrick J. Foye ------------------------------ Patrick J. Foye Executive Vice President 5 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- (a)(8) Press Release, dated October 21, 2002, announcing the extension of the expiration date of the offers.