-----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, Vehy/PXYTOkWrPjX4FkxGWx3zDEuZ6kReMYvjp/8wLzk29nq+U4aKlNcnbmyEwnm arPdRv5wrWRyjYLCQ2vREA== 0000950134-02-014462.txt : 20021216 0000950134-02-014462.hdr.sgml : 20021216 20021114174508 ACCESSION NUMBER: 0000950134-02-014462 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021114 DATE AS OF CHANGE: 20021216 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT & MANAGEMENT CO 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 13D 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78479 FILM NUMBER: 02826672 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 13D 1 d01379esc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) REAL ESTATE ASSOCIATES LIMITED - -------------------------------------------------------------------------------- (Name of Issuer) LIMITED PARTNERSHIP UNITS - -------------------------------------------------------------------------------- (Title of Class of Securities) NONE - -------------------------------------------------------------------------------- (CUSIP Number) MR. 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 TELEPHONE: (303) 757-8081 with a copy to: GREGORY M. CHAIT ROBERT BARKER POWELL, GOLDSTEIN, FRAZER & MURPHY LLP 191 PEACHTREE STREET, N.E., SUITE 1600 ATLANTA, GEORGIA 30303 TELEPHONE: (404) 572-6600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 11, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. (Continued on following pages) (Page 1 of 9 Pages) - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 2 OF 9 PAGES - -------------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: AIMCO PROPERTIES, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 3,028 UNITS PERSON WITH -------------------------------------------------- 9 SOLE DISPOSITIVE POWER -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,028 UNITS - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028 UNITS - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.37% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 3 OF 9 PAGES - -------------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: AIMCO-GP, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 3,028 UNITS PERSON WITH -------------------------------------------------- 9 SOLE DISPOSITIVE POWER -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,028 UNITS - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028 UNITS - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.37% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 4 OF 9 PAGES - -------------------------- ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: APARTMENT INVESTMENT AND MANAGEMENT COMPANY I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MARYLAND - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 3,028 UNITS PERSON WITH -------------------------------------------------- 9 SOLE DISPOSITIVE POWER -------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,028 UNITS - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,028 UNITS - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.37% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 5 OF 9 PAGES - -------------------------- ------------------- Item 1. Security and Issuer The name of the issuer is Real Estate Associates Limited, a California limited partnership (the "Partnership"), and the address of its principal executive offices is Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. The title of the class of equity securities to which this statement relates are the units of limited partnership interest of the Partnership (the "Units"). Item 2. Identity and Background (a) - (c), (f): This Statement on Schedule 13D is being filed on behalf of each of the following persons (collectively "Reporting Persons"): (1) AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"), with principal office at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Its principal business concerns owning and operating multi-family residential properties. (2) AIMCO-GP, Inc., a Delaware corporation, with principal office at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Its principal business is to act as the sole general partner of AIMCO Properties and AIMCO. (3) Apartment Investment and Management Company, a Maryland corporation, with principal office at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite 2-1000, Denver, Colorado 80222. Its principal business involves owning and managing multi-family residential properties. (d) - (e): During the past five years, no Reporting Person nor, to the best knowledge of the Reporting Persons, any other Officer, Director, or General Partner thereof has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him or it being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds and Other Consideration This Statement on Schedule 13D is being filed after the conclusion of the tender offer by AIMCO Properties to purchase outstanding Units at a price of $58.00 per unit, subject to the conditions set forth in the Offer to Purchase, dated September 16, 2002, and in the related Letter of Transmittal and Acknowledgment and Agreement, which, as amended and supplemented from - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 6 OF 9 PAGES - -------------------------- ------------------- time to time, together constituted the tender offer. The specific terms of the tender offer are set forth in the offer to purchase, filed as Exhibit 7.1 (the "Offer to Purchase"). At midnight, New York City time, on November 11, 2002, the offer expired pursuant to its terms. A total of 3,028 Units, representing approximately 18.37% of the outstanding Units, were validly tendered and not withdrawn pursuant to the offer. AIMCO Properties has accepted an assignment of all of such units in exchange for a payment of $58.00 per Unit. The interest in the Units were purchased with cash on hand. Item 4. Purpose of Transaction AIMCO Properties made the offer to increase its economic interest in the Partnership while providing the investors of the Partnership with an occasion to liquidate their current investment. Although AIMCO Properties has no present intention to acquire further economic interests in the Partnership, it may do so in the future. Any such acquisition may be made through private purchases, through one or more future tender or exchange offers, by merger, consolidation or by any other means deemed advisable. Any acquisition may be at a price higher or lower than the price paid for the economic interests purchased in the recently expired offer, and may be for cash, limited partnership interests in AIMCO Properties or other consideration. AIMCO Properties may consider selling its interest in the Partnership to persons not yet determined, which may include its affiliates. AIMCO Properties may also buy the properties held by the Partnership or take other actions with respect to the Partnership or its properties and may discuss such actions in the future, although AIMCO Properties has no present intention to take any such action. There can be no assurance, however, that AIMCO Properties will initiate or complete, or will cause the Partnership to initiate or complete, any subsequent transaction during any specific time period following the expiration of the offer or at all. Except as set forth herein or in the Offer to Purchase or the related tender offer documents, no Reporting Person has any present plans or proposals which relate to or would result in an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Partnership; a purchase or sale or transfer of a material amount of the Partnership's assets; any changes in composition of the Partnership's senior management or personnel or their compensation; any changes in the Partnership's present capitalization, indebtedness or distribution policy; of any other material changes in their structure or business; changes in the Partnership's charter or limited partnership agreement which may impede the acquisition or control of the Partnership by any person; or causing the Partnership's Units to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange At of 1934, as amended. AIMCO Properties or its affiliates may loan funds to the Partnership which may be secured by the Partnership's property. If any such loans are made, upon default of such loans, AIMCO Properties or its affiliates could seek to foreclose on the loan and related mortgage or security interest. However, AIMCO Properties expects that, consistent with the fiduciary obligations of the general partner of the Partnership, the general partner will seek and review opportunities, including opportunities identified by AIMCO Properties, to engage in - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 7 OF 9 PAGES - -------------------------- ------------------- transactions which could benefit the Partnership, such as sales or refinancings of assets or a combination of the Partnership with one or more other entities, with the objective of seeking to maximize returns to limited partners. A merger or other consolidation transaction may require a vote of the limited partners of the Partnership in accordance with the Partnership's Limited Partnership Agreement or applicable state laws. Item 5. Interest in Securities of the Issuer (a) - (b) The information in lines 7 through 11 and 13 of each Reporting Person's cover page is incorporated herein by reference. (c) The information set forth under "THE OFFER--Section 9. Background and Reasons for the Offer" in the Offer to Purchase is incorporated herein by reference. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the Units beneficially owned by the reporting persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer Pursuant to the terms of the Letter of Transmittal (included as Annex II to the Offer to Purchase) and the Acknowledgment and Agreement (included herein as Exhibit 7.2) and as described in the Offer to Purchase and related tender offer documents, AIMCO Properties and its designees received an assignment from each tendering unitholder of all such tendering unitholder's rights and interests in the tendered Units, including the right to receive distributions and other payments from the Partnership. In connection with such assignment, each tendering unitholder granted AIMCO Properties an irrevocable proxy as to those Units tendered. AIMCO Properties is empowered by such proxy to exercise all voting and other rights as a limited partner as AIMCO Properties, in its sole discretion, deems proper at any meeting of limited partners, by written consent or otherwise. In addition, each tendering unitholder irrevocably constituted and appointed AIMCO Properties and its designees as such tendering unitholder's attorney-in-fact with respect to the Units tendered by such unitholder, with full power of substitution. The proxy and the power of attorney granted by such tendering unitholders will remain effective and be irrevocable for a period of ten years from the expiration date of the offer. Item 7. Material to be Filed as Exhibits Exhibit 7.1 Offer to Purchase by AIMCO Properties to purchase Units of the Partnership, dated September 16, 2002 (Exhibit (a)(1) to Schedule TO of AIMCO Properties, dated September 16, 2002, is incorporated herein by reference). - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 4 OF 9 PAGES - -------------------------- ------------------- Exhibit 7.2 Acknowledgment and Agreement, dated September 16, 2002 (Exhibit (a)(3) to Schedule TO of AIMCO Properties, dated September 16, 2002, is incorporated herein by reference). Exhibit 7.3 Agreement of Joint Filing, dated November 14, 2002. - -------------------------- ------------------- CUSIP NO. NOT APPLICABLE 13D PAGE 9 OF 9 PAGES - -------------------------- ------------------- SIGNATURE After reasonable 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: November 14, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye -------------------------------------- Executive Vice President of each of the foregoing entities AGREEMENT OF JOINT FILING The parties listed below agree that the Statement on Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of them shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: November 14, 2002 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. (General Partner) AIMCO-GP, INC. APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ Patrick J. Foye ------------------------------------- Executive Vice President of each of the foregoing entities -----END PRIVACY-ENHANCED MESSAGE-----