-----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, UTxp3G0fHCbU/PzwfeTerUNlYjs+OlYQidbbeb8ioQfxIQa4VhhfKHg2ONtjzGJK NEjxzgfVRHMcx3SnWxY2Ig== 0000950134-04-018414.txt : 20041201 0000950134-04-018414.hdr.sgml : 20041201 20041201150751 ACCESSION NUMBER: 0000950134-04-018414 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041201 GROUP MEMBERS: AIMCO-GP INC GROUP MEMBERS: APARTMENT INVESTMENT AND MANAGEMENT CO GROUP MEMBERS: FOX CAPITAL MANAGEMENT CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44273 FILM NUMBER: 041177229 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY PROPERTIES FUND XVII CENTRAL INDEX KEY: 0000356472 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942782037 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44273 FILM NUMBER: 041177230 BUSINESS ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: PO BOX 1089 C/O INSIGNIA FINANCIAL GROUP CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391000 MAIL ADDRESS: STREET 1: 55 BEATTIE PLACE STREET 2: P O BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 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 d18175a1sctovtza.txt AMENDMENT NO. 1 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE TO/A (AMENDMENT NO. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Century Properties Fund XVII ------------------------------------------------------------------------------ (Name of Subject Company (Issuer)) AIMCO Properties, L.P. Apartment Investment and Management Company AIMCO-GP, Inc. Fox Capital Management Corporation ------------------------------------------------------------------------------ (Names of Filing Persons -- Offerors) Limited Partnership Units ------------------------------------------------------------------------------ (Title of Class Securities) None ------------------------------------------------------------------------------ (CUSIP Number of Class Securities) Martha L. Long Apartment Investment and Management Company 55 Beattie Place P.O. Box 1089 Greenville, South Carolina 29602 (864)239-1000 ------------------------------------------------------------------------------ (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 Calculation of Filing Fee TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $ 6,992,003.20 $ 885.89 * For purposes of calculating the fee only. This amount assumes the purchase of 27,040 units of limited partnership interest of the subject partnership for $258.58 per unit. 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 $126.70 per million of the aggregate amount of cash offered by the bidder. [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: $885.89 Filing Party: AIMCO Properties, L.P. Form or Registration No.: Schedule TO/13E-3 Date Filed: November 8, 2004
[ ] 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 [X] 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. 1 TO SCHEDULE TO This Amendment No. 1 amends and supplements the Tender Offer Statement and Rule 13e-3 Transaction Statement on Schedule TO initially filed on November 8, 2004 (the "Schedule TO"). This Amendment No. 1 relates to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest ("Units") of Century Properties Fund XVII, a California limited partnership (the "Partnership"), at a price of $258.58 per unit in cash, subject to the conditions set forth in the Litigation Settlement Offer dated November 8, 2004 and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). Copies of the Litigation Settlement Offer and the Letter of Transmittal are filed with the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO, and all section and page references are to the Litigation Settlement Offer. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Litigation Settlement Offer. On December 1, 2004, AIMCO Properties, L.P. issued a press release announcing the extension of the expiration date of the Offer from midnight, New York City time, on December 8, 2004 to midnight, New York City time, on December 15, 2004. A copy of that press release has been filed as Exhibit (a)(4) to this Amendment No. 1. ITEM 1. SUMMARY TERM SHEET. The information incorporated by reference into Item 1 of the Schedule TO is amended and supplemented as follows: (1) The first paragraph of the second bullet point beginning with "The Settlement Fund" under "SUMMARY TERM SHEET" on page 1 is amended by adding the following sentence to the end thereof: "In addition, if you requested exclusion from the settlement but tender your units, by signing the letter of transmittal, you will release us from claims that you would otherwise have preserved by requesting exclusion from the settlement class. If you did not request exclusion, you will release any known or unknown claims arising out of the class and derivative litigation if the judgment approving the settlement is affirmed on appeal. By executing the enclosed letter of transmittal, moreover, you will release those claims even if the judgment is reversed or otherwise vacated on appeal. See "--Release and Assignment of Future Claims" below." ITEM 4. TERMS OF THE TRANSACTION. The information incorporated by reference into Item 4(a) of the Schedule TO is amended and supplemented as follows: (1) The third bullet point on the front cover of the Litigation Settlement Offer is amended by replacing the second sentence with the following: "We determined our offer price by estimating a net equity value for your partnership units based on an aggregate gross property value of $79,704,871 (equal to approximately 98% of the aggregate value determined by the independent appraisal in 2003), reduced by estimated prepayment penalties of $8,791,848, resulting in an aggregate net property value of $70,913,023. The aggregate gross property value is the sum of the gross property value for each of your partnership's properties as estimated by us, before reduction for any prepayment penalties." (2) The fourth risk factor entitled, "OUR OFFER PRICE MAY NOT REFLECT THE FAIR VALUE OF YOUR PARTNERSHIP'S PROPERTIES" under "RISK FACTORS" on page 5 is amended by replacing the first sentence with the following: "We determined our offer price by estimating a net equity value for your partnership units based on an aggregate gross property value of $79,704,871 (equal to approximately 98% of the aggregate value determined by the independent appraisal in 2003), reduced by estimated prepayment penalties of $8,791,848, resulting in an aggregate net property value of $70,913,023. The aggregate gross property value is the sum of the gross property value for each of your partnership's properties as estimated by us, before reduction for any prepayment penalties." (3) The risk factor entitled, "WE COULD DELAY ACCEPTANCE OF, AND PAYMENT FOR, YOUR UNITS" under "RISK FACTORS" on page 8 is amended by adding the following to the end thereof: "We will pay for or return tendered units promptly after expiration of the offer." (4) "Section 6. Material Federal Income Tax Matters" is amended by adding the following to the end thereof on page 19: 3 "Tax Consequences to the General Partner of Your Partnership and its Affiliates, including AIMCO Properties, L.P. The sale of your units pursuant to this offer will not be a taxable transaction for the general partner of your partnership or its affiliates, including AIMCO Properties, L.P. Consequently, the general partner of your partnership and its affiliates will not recognize gain or loss in connection with this offer. We intend to treat the entire offer price as consideration paid to you for your units, regardless of whether you requested exclusion from the settlement. We, like any other purchaser of units, will receive a tax basis in the purchased units equal to the consideration paid by us for the units. This tax basis will be allocated over the assets owned by your partnership, and we will be able to take depreciation and amortization deductions to the extent basis is allocated to depreciable or amortizable property owned by your partnership." (5) "Section 7. Effects of the Offer" is amended by adding the following before the paragraph entitled "Accounting Treatment" on page 20: "Costs Associated with Being a Public Company. There are various costs associated with being a public company, including costs associated with preparing, auditing and filing our periodic reports with the SEC. We estimate these expenses to be approximately $39,000 per year. This represents approximately 9.6% of the partnership's general and administrative expenses and 0.28% of the partnership's total expenses (based on 2003 expenses of approximately $407,000 and $13,692,000, respectively). In addition, as a result of the Sarbanes-Oxley Act of 2002, we estimate our costs will increase by approximately 10% beginning in 2005. If the partnership were to terminate its registration under the Exchange Act, the estimated cost savings would be approximately $39,000 per year." (6) The section entitled "Determination of Offer Price" under "Section 8. Valuation of Units" beginning on page 20 up to, but not including, the table on page 22 immediately preceding the section entitled "Comparison of Offer Price to Alternative Consideration" is amended and restated as follows: "Determination of Offer Price. We determined our offer price by estimating the liquidation proceeds that would be payable to limited partners if calculating a net equity value of units of limited partnership interest based on a valuation of your partnership's properties. Our starting point in this process was the value of each of your partnership's properties as determined by the court-appointed, independent appraiser in 2003. For a more a detailed description of the independent appraisals of your partnership's properties, see "The Litigation Settlement Offer -- Section 8. Valuation of Units; Estimated Liquidation Proceeds Based on Independent Appraisal." For Peakview Place Apartments (formerly Cherry Creek Garden Apartments), we assigned it a gross property value of $14,500,000, which is equal to its appraised value. For Creekside Apartments, we assigned it a gross property value of $16,200,000, which is equal to its appraised value. For Cooper's Pond Apartments, we assigned it a gross property value of $14,500,000, which is equal to its appraised value. For The Lodge, we assigned it a gross property value of $14,620,000, which is equal to 85% of its appraised value. We made this determination based on certain factors, including the following: - property net operating income for the twelve months ended June 30, 2004 was approximately $636,000, as compared to $1,696,439 projected by the appraiser as the annual figure; - the property's vacancy rate for the month ended July 2004 was 7% and its loss rate was 36%, as compared to a vacancy and loss rate of 12% projected by the appraiser; - our assessment of recent housing trends in the local market in which the property is located; and - our assessment of the general economic outlook for the area in which the property is located. For Village in the Woods, we assigned it a gross property value of $19,884,871, which is equal to approximately 105.8% of its appraised value. We made this determination based on certain factors, including the following: - while the property's net operating income for the twelve months ended June 30, 2004 was approximately $1,535,000, as compared to $1,946,943 projected by the appraiser as an annual run rate, the appraiser made adjustments to concessions for the soft market, which has the effect of equalizing the numbers; 4 - the appraiser made an adjustment to its valuation for deferred maintenance, which has since been completed; - our assessment of recent housing trends in the local market in which the property is located; and - our assessment of the general economic outlook for the area in which the property is located. We then deducted from the gross property values estimated prepayment penalties of $718,288 for Creekside Apartments, $2,893,048 for Cooper's Pond Apartments, $795,642 for The Lodge and $4,384,871 for Village in the Woods, respectively, to determine their net property values. The following table compares the appraised values of your partnership's properties to the net property values that we used to determine our offer price:
GROSS PROPERTY PREPAYMENT NET PROPERTY APPRAISED VALUE VALUE PENALTY PROPERTY VALUE -------- --------------- -------------- -------------- -------------- Peakview Place Apartments ......... $ 14,500,000 $ 14,500,000 $ -- $ 14,500,000 Creekside Apartments .............. 16,200,000 16,200,000 718,288 15,481,712 Cooper's Pond Apartments .......... 14,500,000 14,500,000 2,893,048 11,606,952 The Lodge ......................... 17,200,000 14,620,000 795,642 13,824,358 Village in the Woods .............. 18,800,000 19,884,871 4,384,871 15,500,000 --------------- -------------- -------------- -------------- Total ............................. $ 81,200,000 $ 79,704,871 $ 8,791,848 $ 70,913,023 =============== ============== ============== ==============
The aggregate net property value for all of your partnership's properties is $70,913,023. This is determined by aggregating the net property values of all properties. After determining the aggregate net property value, we then calculated a net equity value for your partnership based on such aggregate net property value by adding the value of the non-real estate assets of your partnership and deducting its liabilities, including mortgage debt and debt owed by your partnership to the managing general partner or its affiliates. Finally, we allocated 98% of this net equity value to limited partners, which is the percentage of net proceeds that would be paid to limited partners in the event of a liquidation of your partnership. Our offer price represents the net equity value per unit determined in this manner, plus a pro rata portion of the settlement fund, as indicated below." (7) The first line of the table on page 22 immediately preceding the section entitled "Comparison of Offer Price to Alternative Consideration" under "Section 8. Valuation of Units - Determination of Offer Price" is amended by replacing "Aggregate gross property value of partnership properties" with "Aggregate net property value of partnership properties". (8) "Section 8. Valuation of Units - Estimated Liquidation Proceeds Based on Independent Appraisal" on page 24 is amended by replacing the first paragraph with the following: "Selection and Qualifications of Independent Appraiser. Your partnership's property was appraised by American Appraisal Associates, Inc. ("AAA"), an independent appraiser appointed by the court. Under the terms of the settlement, the independent appraiser was required to provide in writing its professional opinion as to the market value of each of the partnership's properties as of the date of the delivery of the written appraisal, describing the methodologies used and other information which the appraiser deemed appropriate to support or explain its work. The appraiser was also required to prepare an executive summary of each appraisal that included all material information. As the appraiser was court-appointed, no special valuation instructions were given to the appraiser by the partnership, us or our affiliates. The information set forth below was provided to us by AAA with respect to its appraisals." (9) The paragraph entitled, "Summary of Independent Appraisals of Your Partnership's Property" on page 27 under "Section 8. Valuation of Units - Estimated Liquidation Proceeds Based on Independent Appraisal" is amended by replacing the last sentence with the following: "The estimated total "as is" market value of the fee simple estate of your partnership's property is $81,200,000, which was determined by adding the estimated values determined by AAA for each of your partnership's properties and which is higher than the aggregate net property value of $70,913,023 as estimated by us." (10) The second bullet point on page 60 under "Section 19. Conditions to the Offer" is amended by replacing items "(v)" through "(vii)" with the following: "(v) any limitation (whether or not mandatory) by any governmental authority on, or any other material event which, in either case, could reasonably be expected to affect the extension of credit by banks or other lending institutions, or (vi) in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; or" (11) The first sentence of the last paragraph on page 61 under "Section 19. Conditions to the Offer" is amended by replacing the first sentence with the following: "The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances (other than circumstances arising out of actions or inactions by us or our affiliates) giving rise to such conditions or may be waived by us at any time in our reasonable discretion prior to the expiration of this offer." 5 ITEM 12. EXHIBITS. Item 12 of the Schedule TO is amended and supplemented as follows: (a)(4) Press Release dated December 1, 2004. 6 ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS. 7 (d) The information incorporated by reference into Item 7(d) of Item 13 of the Schedule TO is amended and supplemented as follows: (1) "Section 6. Material Federal Income Tax Matters" is amended by adding the following to the end thereof on page 19: "Tax Consequences to the General Partner of Your Partnership and its Affiliates, including AIMCO Properties, L.P. The sale of your units pursuant to this offer will not be a taxable transaction for the general partner of your partnership or its affiliates, including AIMCO Properties, L.P. Consequently, the general partner of your partnership and its affiliates will not recognize gain or loss in connection with this offer. We intend to treat the entire offer price as consideration paid to you for your units, regardless of whether you requested exclusion from the settlement. We, like any other purchaser of units, will receive a tax basis in the purchased units equal to the consideration paid by us for the units. This tax basis will be allocated over the assets owned by your partnership, and we will be able to take depreciation and amortization deductions to the extent basis is allocated to depreciable or amortizable property owned by your partnership." (2) "Section 7. Effects of the Offer" is amended by adding the following before the paragraph entitled "Accounting Treatment" on page 20: "Costs Associated with Being a Public Company. There are various costs associated with being a public company, including costs associated with preparing, auditing and filing our periodic reports with the SEC. We estimate these expenses to be approximately $39,000 per year. This represents approximately 9.6% of the partnership's general and administrative expenses and 0.28% of the partnership's total expenses (based on 2003 expenses of approximately $407,000 and $13,692,000, respectively). In addition, as a result of the Sarbanes-Oxley Act of 2002, we estimate our costs will increase by approximately 10% beginning in 2005. If the partnership were to terminate its registration under the Exchange Act, the estimated cost savings would be approximately $39,000 per year." ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS. The information incorporated by reference into Item 9(b) of Item 13 of the Schedule TO is amended and supplemented as follows: (1) "Section 8. Valuation of Units - Estimated Liquidation Proceeds Based on Independent Appraisal" on page 24 is amended by replacing the first paragraph with the following: "Selection and Qualifications of Independent Appraiser. Your partnership's property was appraised by American Appraisal Associates, Inc. ("AAA"), an independent appraiser appointed by the court. Under the terms of the settlement, the independent appraiser was required to provide in writing its professional opinion as to the market value of each of the partnership's properties as of the date of the delivery of the written appraisal, describing the methodologies used and other information which the appraiser deemed appropriate to support or explain its work. The appraiser was also required to prepare an executive summary of each appraisal that included all material information. As the appraiser was court-appointed, no special valuation instructions were given to the appraiser by the partnership, us or our affiliates. The information set forth below was provided to us by AAA with respect to its appraisals." (2) The paragraph entitled, "Summary of Independent Appraisals of Your Partnership's Property" on page 27 under "Section 8. Valuation of Units - Estimated Liquidation Proceeds Based on Independent Appraisal" is amended by replacing the last sentence with the following: "The estimated total "as is" market value of the fee simple estate of your partnership's property is $81,200,000, which was determined by adding the estimated values determined by AAA for each of your partnership's properties and which is higher than the aggregate net property value of $70,913,023 as estimated by us." 8 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: December 1, 2004 AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. Its General Partner By: /s/ MARTHA L. LONG ---------------------------------- Martha L. Long Senior Vice President APARTMENT INVESTMENT AND MANAGEMENT COMPANY By: /s/ MARTHA L. LONG ---------------------------------- Martha L. Long Senior Vice President AIMCO-GP, INC. By: /s/ MARTHA L. LONG ---------------------------------- Martha L. Long Senior Vice President FOX CAPITAL MANAGEMENT CORPORATION By: /s/ MARTHA L. LONG ---------------------------------- Martha L. Long Senior Vice President 9 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------- (a)(4) Press release dated December 1, 2004.
10 EX-99.(A)(4) 2 d18175a1exv99wxayx4y.txt PRESS RELEASE EXHIBIT (a)(4) CONTACT: The Altman Group, Inc. (800) 467-0821 (toll free) FOR IMMEDIATE RELEASE AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS DENVER, COLORADO, December 1, 2004 - As previously announced, AIMCO Properties, L.P. is tendering for any and all units of limited partnership interest in the partnerships set forth below, subject to the terms of the respective Litigation Settlement Offers (as amended and supplemented, the "Offers"). AIMCO Properties, L.P. has now extended the expiration date of each of the Offers. The expiration date for each of the Offers has been extended to midnight, New York City time, on December 15, 2004. The Offers were previously scheduled to expire at midnight on the dates set forth below. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offers, that as of the close of business on November 30, 2004, the approximate number of units set forth below had been tendered pursuant to each of the Offers.
Previous Expiration Date Name of Partnership Number of Units Tendered - ------------------------ ------------------- ------------------------ December 6, 2004 Angeles Income Properties, Ltd. 6 991 Angeles Partners XI 1,113 Angeles Partners XII 903 National Property Investors 6 965 December 7, 2004 Angeles Income Properties, Ltd. II 1,604 National Property Investors 4 466 Shelter Properties II Limited Partnership 226 Shelter Properties IV Limited Partnership 483 December 8, 2004 Century Properties Fund XVII 970 Consolidated Capital Institutional Properties 2,093.2 Consolidated Capital Properties IV 8,661 Shelter Properties V Limited Partnership 367
For further information, please contact The Altman Group, Inc. at (800) 467-0821 (toll free), which is acting as the Information Agent for the Offers. -----END PRIVACY-ENHANCED MESSAGE-----