-----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, SXNVxsKPkC+BEd/2/6UP7Y9bF/ZBqQPnqChOq7KVXGNwYN8ISJv72SRTU1K87VNy kbhnLLqa+16XkvmvsbYkFw== 0000950134-04-001823.txt : 20040213 0000950134-04-001823.hdr.sgml : 20040213 20040213171135 ACCESSION NUMBER: 0000950134-04-001823 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD RESIDENTIAL PROPERTIES I LTD PARTNERSHIP CENTRAL INDEX KEY: 0000744786 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 521322906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54405 FILM NUMBER: 04600362 BUSINESS ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019613577 MAIL ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 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: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 3037578101 MAIL ADDRESS: STREET 1: 4582 S ULSTER ST PARKWAY STREET 2: SUITE 1100 CITY: DENVER STATE: CO ZIP: 80237 SC TO-T/A 1 d12683csctovtza.txt AMENDMENT NO. 4 TO SCHEDULE 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. 4) OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. - 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) Martha J. Long Senior 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 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** ---------------------- ---------------------- $2,688,591 $217.51
* 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 subject to Rule 14d-1. to Rule 13e-3. [ ] issuer tender offer subject [ ] amendment to Schedule 13D under to Rule 13e-4. 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/Bethesda Holdings Acquisitions, Inc., a Delaware corporation ("AIMCO/Bethesda"), in connection with its tender offer to purchase outstanding units of limited partnership interest of Oxford Residential Properties I Limited Partnership, a Maryland limited partnership, at a price of $271.00 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 February 13, 2004, AIMCO/Bethesda announced that it was extending the expiration date of the offer from midnight New York time on February 13, 2004, to midnight New York time February 27, 2004. A copy of that press release extending the offer is filed with this Schedule TO as Exhibit (a)(13). This Amendment No. 4 amends Items 4 and 12 of the Tender Offer Statement on Schedule TO, filed previously by AIMCO/Bethesda. 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 February 13, 2004, AIMCO/Bethesda announced that it was extending the expiration date of the offer from midnight New York time on February 13, 2004, to midnight New York time February 27, 2004. A copy of that press release extending the offer is filed with this Schedule TO as Exhibit (a)(13). AIMCO/Bethesda 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 limited partnership units of Oxford Residential Properties I 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/Bethesda to the limited partners of Oxford Residential Properties I 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 limited partnership units of Oxford Residential Properties I 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/Bethesda to the limited partners of Oxford Residential Properties I Limited Partnership. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO/Bethesda to the limited partners of Oxford Residential Properties I Limited Partnership. (Previously filed) (a)(12) Press Release of January 30, 2004. (Previously filed) (a)(13) Press Release of February 13, 2004. (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 2 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. 3 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: February 13, 2004 AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. By: /s/ Martha J. Long -------------------------------- Senior Vice President 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- (a)(1) Offer to Purchase limited partnership units of Oxford Residential Properties I 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/Bethesda to the limited partners of Oxford Residential Properties I 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 limited partnership units of Oxford Residential Properties I 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/Bethesda to the limited partners of Oxford Residential Properties I Limited Partnership. (Previously filed) (a)(11) Letter, dated January 15, 2004, from AIMCO/Bethesda to the limited partners of Oxford Residential Properties I Limited Partnership. (Previously filed) (a)(12) Press Release of January 30, 2004. (Previously filed) (a)(13) Press Release of February 13, 2004.
(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.
EX-99.(A)(13) 3 d12683cexv99wxayx13y.txt PRESS RELEASE CONTACT: The Altman Group, Inc. (800) 217-9608 (toll free) FOR IMMEDIATE RELEASE DENVER, COLORADO, February 13, 2004. As previously announced, AIMCO/Bethesda Holdings Acquisitions, Inc. is tendering for units of limited partnership interest in Oxford Residential Properties I Limited Partnership, subject to the terms of their Amended and Restated Offer to Purchase, as amended. AIMCO/Bethesda Holdings Acquisitions, Inc. has extended the expiration time of its offer. The expiration time for the offer has been extended to midnight, New York time, on Friday, February 27, 2004. The offer was previously scheduled to expire at midnight, New York time, on February 13, 2004. AIMCO/Bethesda Holdings Acquisitions, Inc. reported, based on information provided by the Information Agent for the offer, that as of the close of business on February 12, 2004, approximately 145 units (or approximately 0.62% of the units outstanding) had been tendered pursuant to the offer. For further information, please contact The Altman Group, Inc. at (800) 217-9608 (toll free), which is acting as the Information Agent for the offer. -----END PRIVACY-ENHANCED MESSAGE-----