SC TO-T/A 1 d23949asctovtza.txt AMENDMENT TO SCHEDULE TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II ------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) AIMCO PROPERTIES, L.P. - OFFEROR APARTMENT INVESTMENT AND MANAGEMENT COMPANY - OFFEROR AIMCO-GP, 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 L. Long Senior Vice President Apartment Investment and Management Company 55 Beattie Place Greenville, South Carolina 29601 (864) 239-1000 ------------------------------------------------------------------------------- (Name Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies to: Gregory M. Chait Craig D. Apolinsky Alston & Bird LLP One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309 (404) 881-7000 CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee** ---------------------- ---------------------- $2,563,881 $301.77
* 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: [X]
TENDER OFFER STATEMENT This is the Final Amendment to 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 Drexel Burnham Lambert Real Estate Associates II, a New York limited partnership, at a price of $146.00 per unit in cash, subject to the conditions set forth in the Offer to Purchase, dated February 16, 2005 (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. At midnight, New York City time, on March 28, 2005, the offer expired pursuant to its terms. A total of 1,736 units, representing approximately 4.66% of the outstanding units, were validly tendered and not withdrawn pursuant to the offer. AIMCO Properties has accepted for payment all of the units at a price of $146.00 per unit. 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: March 30, 2005 APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO-GP, INC. AIMCO PROPERTIES, L.P. By: AIMCO-GP, INC. ---------------------------------- (General Partner) By: /s/ Martha L. Long ---------------------------------- Senior Vice President