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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
(Rule 14d-100)
(Amendment No. 3)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
Angeles Partners XII
(Name of Subject Company (Issuer))
AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
Angeles Realty Corporation II
Apartment Investment and Management Company
AIMCO-GP, Inc.
Angeles Realty Corporation II
(Names of Filing Persons (Offerors))
Limited Partnership Units
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000
Apartment Investment and Management Company
55 Beattie Place
PO 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:
Jonathan L. Friedman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
Jonathan L. Friedman, Esq.
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 | |
| $2,235,500 | $68.63 |
| * | For purposes of calculating the fee only. This amount assumes the purchase of 4,471 units of limited partnership interest of the subject partnership for $500.00 per unit. Based on the current fee rate of $30.70 per million, the fee is $68.63. |
þ 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: $68.63 | Filing Party: AIMCO Properties, L.P. | |
| Form or Registration No.: Schedule TO/A | Date Filed: May 30, 2007 |
o 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:
þ third-party tender offer subject to Rule 14d-1
o issuer tender offer subject to Rule 13e-4
o going-private transaction subject to Rule 13e-3
o 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:o
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AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO initially filed on April 3, 2007 (as amended or supplemented from time to time, the “Schedule TO”) relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Angeles Partners XII, a California limited partnership (the “Partnership”), subject to the conditions set forth in the Offer to Purchase, dated April 3, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The information in Exhibits (a)(1), (a)(2), (a)(4), (a)(7), (a)(8) and (a)(10) are incorporated by reference in response to Items 1-11 of this Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership” in the Offer to Purchase is incorporated herein by reference. The Partnership’s business address is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
(b) This Schedule TO relates to the units of limited partnership interest of Angeles Partners XII, of which 44,718 units were issued and outstanding as of May 31, 2007.
(c) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Schedule TO is being filed by Apartment Investment and Management Company, a Maryland corporation (“Aimco”), AIMCO Properties, L.P., a Delaware limited partnership (“Aimco Operating Partnership”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), and Angeles Realty Corporation II, a California corporation (“Angeles Realty”). Aimco-GP is the general partner of Aimco Operating Partnership and a wholly owned subsidiary of Aimco. Angeles Realty is the general partner of the Partnership and is a wholly owned subsidiary of Aimco. The principal business of Aimco, Aimco-GP and Aimco Operating Partnership is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal business of Angeles Realty is managing the affairs of the Partnership. The business address of Aimco, Aimco-GP and Aimco Operating Partnership is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The principal address of Angeles Realty is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.
The information set forth under “The Offer — Section 8. Information Concerning Us and Certain of Our Affiliates” and Annex I of the Offer to Purchase is incorporated herein by reference.
During the last five years, none of Aimco, Aimco-GP, Aimco Operating Partnership or Angeles Realty nor, to the best of their knowledge, any of the persons listed in Annex I of the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
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(a) and (b) The information set forth under “Summary Term Sheet — Conflicts of Interest,” The Offer — Section 9. Background and Reasons for the Offer” and “The Offer — Section 11. Conflicts of Interest and Transactions with Affiliates” in the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1)-(7) The information set forth under “The Offer — Section 9. Background and Reasons for the Offer,” “The Offer — Section 12. Future Plans of the Purchaser” and “The Offer — Section 7. Effects of the Offer; Effect on Trading Market; Registration under Section 12(g) of the Exchange Act” in the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth under “The Offer — Section 16. Source of Funds” and “The Offer — Section 20. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership; Beneficial Ownership of Interests in Your Partnership” in the Offer to Purchase is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth under “The Offer — Section 19. Certain Legal Matters” in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
| (a)(1) | Offer to Purchase dated April 3, 2007 (previously filed). | |
| (a)(2) | Letter of Transmittal and related Instructions (previously filed). | |
| (a)(3) | Letter dated April 3, 2007 from Aimco Operating Partnership to the Limited Partners of Angeles Partners XII (previously filed). | |
| (a)(4) | Supplement to Offer to Purchase dated April 27, 2007 (previously filed). | |
| (a)(5) | Press Release dated April 27, 2007 (previously filed). | |
| (a)(6) | Letter dated April 27, 2007 from Aimco Operating Partnership to the Limited Partners of Angeles Partners XII (previously filed). | |
| (a)(7) | Supplement to Offer to Purchase dated May 30, 2007 (previously filed). | |
| (a)(8) | Amended and Restated Letter of Transmittal dated May 30, 2007 (previously filed). | |
| (a)(9) | Letter dated May 30, 2007 from the Aimco Operating Partnership to the Limited Partners of Angeles Partners XII (previously filed). | |
| (a)(10) | Supplement to Offer to Purchase dated June 14, 2007. | |
| (a)(11) | Letter dated June 14, 2007 from the Aimco Operating Partnership to the Limited Partners of Angeles Partners XII. | |
| (b)(1) | Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among AIMCO, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by reference). | |
| (b)(2) | First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 16, 2005, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2005, is incorporated herein by reference). | |
| (b)(3) | Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2006, is incorporated herein by reference). |
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| (d) | Not applicable. | |
| (g) | None. | |
| (h) | None. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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: June 14, 2007 | ||||||||
| APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||||||||
| By: | /s/ Martha L. Long | |||||||
| Senior Vice President | ||||||||
| AIMCO-GP, INC. | ||||||||
| By: | /s/ Martha L. Long | |||||||
| Senior Vice President | ||||||||
| AIMCO PROPERTIES, L.P. | ||||||||
| By: | AIMCO-GP, INC. | |||||||
| Its General Partner | ||||||||
| By: | /s/ Martha L. Long | |||||||
| Senior Vice President | ||||||||
| ANGELES REALTY CORPORATION II | ||||||||
| By: | /s/ Martha L. Long | |||||||
| Senior Vice President | ||||||||
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