SC TO-T/A 1 d11915asctovtza.txt AMENDMENT NO. 2 TO SC TO 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) U.S. REALTY PARTNERS LIMITED PARTNERSHIP -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO PROPERTIES, L.P. - OFFEROR -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person) DEPOSITARY UNIT CERTIFICATES -------------------------------------------------------------------------------- (Title of Class of Securities) NONE -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Patrick J. Foye Executive Vice President Apartment Investment and Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237 (303) 757-8081 -------------------------------------------------------------------------------- (Name Address and Telephone Number 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., Sixteenth Floor Atlanta, Georgia 30303 (404) 572-6600 CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee** ---------------------- ---------------------- $1,063,330.35 $86.02
* 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 [ ] going-private transaction subject to Rule 14d-1. subject to Rule 13e-3. [ ] issuer tender offer [ ] amendment to Schedule 13D subject to Rule 13e-4. under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 1 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 depositary unit certificates ("Units") of U.S. Realty Partners Limited Partnership, a Delaware limited partnership, at a price of $2.35 per unit in cash, subject to the conditions set forth in the amended and restated Offer to Purchase, dated December 16, 2003 (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)(7), (a)(8) and (a)(9), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. On January 15, 2004, AIMCO Properties mailed a letter to the holders of units of U.S. Realty Partners Limited Partnership, announcing that it was extending the expiration date of the offer from midnight New York time on January 16, 2004, to midnight New York time January 30, 2004. A copy of that letter is filed with this Schedule TO as Exhibit (a)(11). This Amendment No. 2 amends Items 4 and 12 of the Tender Offer Statement on Schedule TO, filed previously by AIMCO Properties. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth under "SUMMARY TERM SHEET" and "THE OFFER" in the Offer to Purchase and the information set forth in the related Letter of Transmittal is incorporated herein by reference. On January 15, 2004, AIMCO Properties announced that it was extending the offer period until midnight New York time, on January 30, 2004, and mailed a letter to each holder of units in U.S. Realty Partners Limited Partnership, a copy of which is attached hereto as Exhibit (a)(11). AIMCO Properties reserves the right to further extend the offer, to amend the offer or to terminate the offer, in each case in its discretion and in accordance with the terms of the Offer to Purchase, as amended. ITEM 12. EXHIBITS. (a)(1) Offer to Purchase Units of U.S. Realty Partners Limited Partnership, dated December 3, 2003. (Previously filed) (a)(2) Letter of Transmittal and related instructions, dated December 3, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated December 3, 2003. (Previously filed) 1 (a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2002 filed on Form 10-K on March 25, 2003 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the quarter ended September 30, 2003 filed with the Commission on Form 10-Q on November 14, 2003 is incorporated herein by reference. (a)(7) Amended and Restated Offer to Purchase Units of U.S. Realty Partners Limited Partnership, dated December 16, 2003. (Previously filed) (a)(8) Amended and Restated Letter of Transmittal and related instructions, dated December 16, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(7)). (a)(9) Amended and Restated Acknowledgement and Agreement, dated December 16, 2003. (Previously filed) (a)(10) Letter, dated December 16, 2003, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (b)(1) Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, by and among AIMCO, AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., and each lender from time to time party thereto (Exhibit 10.35.2 to AIMCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is incorporated herein by reference). (b)(2) Form of First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003, 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 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference). (b)(3) Form of Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 30, 2003, 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 September 30, 2003 is incorporated herein by this reference). (d) Not applicable (g) None. (h) None. 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: January 15, 2004 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 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(1) Offer to Purchase Units of U.S. Realty Partners Limited Partnership, dated December 3, 2003. (Previously filed) (a)(2) Letter of Transmittal and related instructions, dated December 3, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(1)). (a)(3) Acknowledgement and Agreement, dated December 3, 2003. (Previously filed) (a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2002 filed on Form 10-K on March 25, 2003 is incorporated herein by reference. (a)(6) Quarterly Report of AIMCO Properties for the quarter ended September 30, 2003 filed with the Commission on Form 10-Q on November 14, 2003 is incorporated herein by reference. (a)(7) Amended and Restated Offer to Purchase Units of U.S. Realty Partners Limited Partnership, dated December 16, 2003. (Previously filed) (a)(8) Amended and Restated Letter of Transmittal and related instructions, dated December 16, 2003 (included as Annex II to the Offer to Purchase attached as Exhibit (a)(7)). (a)(9) Amended and Restated Acknowledgement and Agreement, dated December 16, 2003. (Previously filed) (a)(10) Letter, dated December 16, 2003, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the holders of Units of U.S. Realty Partners Limited Partnership. (b)(1) Fifth Amended and Restated Credit Agreement, dated as of February 14, 2003, by and among AIMCO, AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of America, N.A., and each lender from time to time party thereto (Exhibit 10.35.2 to AIMCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is incorporated herein by reference). (b)(2) Form of First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 9, 2003, 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 10.1 to Aimco's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 is incorporated herein by this reference). (b)(3) Form of Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of September 30, 2003, 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 September 30, 2003 is incorporated herein by this reference). (d) Not applicable (g) None. (h) None.