-----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, CcNrOS4tU567TUI2PIcWhcwS6rcubC21IloRZPEzRxymgbvFYE7zb+eGlrJ4c7X/ dM3X1F80j4ycUraXPzFkhQ== 0000950134-02-013191.txt : 20021031 0000950134-02-013191.hdr.sgml : 20021031 20021031165815 ACCESSION NUMBER: 0000950134-02-013191 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021031 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/CA CENTRAL INDEX KEY: 0000225789 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 953187912 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78479 FILM NUMBER: 02805348 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 FORMER COMPANY: FORMER CONFORMED NAME: REAL ESTATE ASSOCIATES LTD DATE OF NAME CHANGE: 19900828 SC TO-T/A 1 d00763asctovtza.txt AMENDMENT NO. 2 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. 2) REAL ESTATE ASSOCIATES LIMITED (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** ---------------------- ---------------------- $3,846,969 $43.31
* 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, a California limited partnership, at a price of $58.00 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 have been filed as exhibits this Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. This Amendment No. 2 amends Items 4, 11 and 12 of the Tender Offer Statement on Schedule TO, filed previously by AIMCO Properties. On October 31, 2002, AIMCO Properties mailed a letter to the holders of units of Real Estate Associates Limited, announcing that it was extending the expiration date of the offer from midnight New York time on October 31, 2002, to midnight New York time on November 11, 2002. A copy of that letter is filed with this Schedule TO as Exhibit (a)(8). ITEM 4. TERMS OF THE TRANSACTION. The expiration date of the offer is midnight New York time on November 11, 2002. ITEM 11. ADDITIONAL INFORMATION. Please see the letter, dated October 31, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited filed as Exhibit (a)(8). ITEM 12. EXHIBITS. (a)(1) Offer to Purchase limited partnership units of Real Estate Associates Limited, 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 (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. 1 (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 (previously filed). (a)(8) Letter, dated October 31, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited. (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. 2 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 31, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) By: /s/ Patrick J. Foye ---------------------------- Executive Vice President 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a)(1) Offer to Purchase limited partnership units of Real Estate Associates Limited, 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 (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 (previously filed). (a)(8) Letter, dated October 31, 2002, from AIMCO Properties to the limited partners of Real Estate Associates Limited. (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)(8) 3 d00763aexv99wxayx8y.txt LETTER, DATED OCTOBER 31, 2002 TO LIMITED PARTNERS 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 31, 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 ("REAL"). The offer was originally scheduled to expire on October 11, 2002, but was extended to expire on October 31, 2002. WE HAVE EXTENDED THE TENDER OFFER UNTIL MIDNIGHT, NEW YORK TIME, ON NOVEMBER 11, 2002. As of October 29, 2002, 2,325 units, or 14.1%, had been tendered to us in response to this offer. Bond Purchase, LLC ("BPLLC"), a third party not affiliated with your partnership or its general partner, has sent a letter to Mr. Charles Boxenbaum, addressed to the general partner of your partnership, and to certain executive officers of AIMCO Properties, L.P. The letter noted, among other things, BPLLC's belief that the tender offer should disclose the cash balances of the "Local Partnerships" (as we refer to them in our Offer to Purchase). We note that the cash balances of the Local Partnerships are not available for distribution to your partnership without the consent of the general partners of the Local Partnerships. While our affiliates are general partners of three of the Local Partnerships, we do not have sufficient control to cause the distribution of cash from all the Local Partnerships. The obligations of the general partner of any Local Partnership to distribute cash will be governed by the terms of the partnership agreement of the Local Partnership, and the regulatory requirements and other agreements, including the mortgages, of that Local Partnership. BPLLC also recommended that we disclose that the payables of REAL might be worth less than face value, and that AIMCO Properties, L.P. and the general partner of your partnership are "chilling" the market for limited partnership units of your partnership by making outside purchasers accept an assignment of limited partnership units, rather than admitting them as new limited partners. We are of the opinion that the disclosure suggested by BPLLC would not be helpful, and is not warranted. BPLLC also indicated that it had an interest in making an offer to acquire units of REAL for $101.00 per unit, if the general partner would agree to admit new limited partners to the partnership, rather than requiring purchasers of limited partnership units to accept an assignment of the economic interest of those units. Since 1998, your partnership has had a policy of not admitting new limited partners. Your general partner is not willing to waive this policy for any purchaser of limited partnership units, including AIMCO Properties, L.P., and we will accept an assignment of your interests in our tender offer, as discussed in the offer to purchase and the related letter of transmittal. BPLLC also indicated that it would "buy all of the partnership properties for cash to the existing debt" for $800,000, and that the partnership could then be liquidated "at a much higher valuation." As we stated in our Offer to Purchase, your general partner has concluded that (i) at the current time, a sale of the Property owned by the Local Partnerships would not be advantageous given market conditions, the condition of the Property and tax considerations, and (ii) it would be neither feasible nor in the limited partners' best interest to force the liquidation of the partnership. We refer you to our Offer to Purchase for our discussion of these matters. BPLLC has written other letters to the general partner with respect to offers for units of other limited partnerships. There can be no assurance that BPLLC has the necessary funds to complete any or all of the offers it has proposed. We call your attention to the following additional facts. Mr. David L. Johnson is a member of BPLLC. In June 2001, a complaint was filed alleging that Mr. Johnson and other entities with which he is affiliated, in concert with BPLLC, were improperly withholding certain funds owed to affiliates of your general partner (which was formerly known as "NAPICO"), who were limited partners of certain limited partnerships affiliated with Mr. Johnson and his related entities. On March 22, 2002, a jury for the United States District Court for the Central District of California returned a unanimous verdict against BPLLC, Mr. Johnson and certain affiliated entities, finding: o That BPLLC Conspired to Commit Fraud. The jury found that BPLLC and two of its co-defendants agreed "to defraud the NAPICO limited partners." o That the BPLLC Entities Breached Fiduciary Duties and Committed Fraud. The jury also unanimously found against two entities controlled by Mr. Johnson (the "Johnson Entities"), each of which serves as the general partner of a limited partnership in which an affiliate of NAPICO is a limited partner. o That each of the Johnson Entities Breached Its Fiduciary Duties and Acted with Oppression, Malice or Fraud. The jury also found that the Johnson Entities each: o materially "breach[ed] its fiduciary duty to the NAPICO limited partners" and "acted with oppression, malice or fraud in breaching its fiduciary duty to the NAPICO limited partners;" o "breach[ed] the . . . Limited Partnership Agreement" of the limited partnerships that the Johnson Entities served as general partner; o breached a related contract; o "commit[ted] fraud as to the NAPICO limited partners" and "acted with oppression, malice or fraud in committing fraud as to the NAPICO limited partners;" and o "agree[d] amongst themselves to defraud the NAPICO limited partners." o That Mr. Johnson Breached Fiduciary Duties and Committed Fraud. The jury also unanimously found that Mr. Johnson: o "breach[ed] his fiduciary duty to the NAPICO limited partners" and "acted with oppression, malice or fraud in breaching his fiduciary duty to the NAPICO limited partners;" and o "commit[ted] fraud as to the NAPICO limited partners" and "acted with oppression, malice or fraud in committing fraud." As a result of these unanimous findings, the Court ordered BPLLC, Mr. Johnson and the affiliated entities to pay the affiliates of NAPICO approximately $770,000 in compensatory damages and approximately $2,855,000 in punitive damages. In addition, BPLLC was ordered to repay approximately $38,528 to the limited partnerships. We have extended the offer period to provide you with an opportunity to tender your shares, or to consider our offer further. Despite Mr. Johnson's letter, there can be no assurance that if BPLLC does make an offer that it will be at a price higher than what we are offering, that it will be for more than 4.9% of the outstanding units, that all tenders will be accepted on a pro rata basis, or that BPLLC has the financial resources to complete the offer. Limited partners who have previously tendered their units in response to our offer are free to withdraw their units at any time in accordance with the procedures set out in our Offer to Purchase. But we would like to remind you that our offer provides you with a near-term 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 midnight, New York time, on November 11, 2002. If you have any questions or need assistance in completing the enclosed Acknowledgement and Agreement, or if you want additional copies of any of the tender offer documents, please contact our information agent, River Oaks Partnership Services, Inc., toll free, at (888) 349-2005. 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, NJ 07606-2065 Carlstadt, NJ 07072 Carlstadt, NJ 07072 Attn: Reorganization Dept. Attn: Reorganization Dept. By Facsimile: For information please call: (201) 460-2889 TOLL FREE (888) 349-2005 Or (201) 896-1900
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