SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
(Amendment No. 4)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
(Name of the Issuer)
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
U.S. REALTY I CORPORATION
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO/IPT, INC.
AIMCO-GP, INC.
AIMCO USRP MERGER SUB LLC
U.S. REALTY I CORPORATION
AIMCO PROPERTIES, L.P.
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO/IPT, INC.
AIMCO-GP, INC.
AIMCO USRP MERGER SUB LLC
Limited Partnership Units
(Title of Class of Securities)
None
(CUSIP Number of Class of Securities)
John Bezzant
Senior Vice President
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101
Senior Vice President
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
and Communications on Behalf of the Persons Filing Statement)
WITH COPIES TO:
Jonathan Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 | Joseph Coco, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 |
This statement is filed in connection with (check the appropriate box):
a. | þ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||||
b. | þ | The filing of a registration statement under the Securities Act of 1933. | ||||
c. | o | A tender offer. | ||||
d. | o | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:o
Check the following box if the filing is a final amendment reporting the results of the transaction:þ
Calculation of Filing Fee
Transaction Valuation* | Amount of Filing Fee** | |
$888,181.80 | $63.33 |
* | For purposes of calculating the fee only. This amount was calculated by multiplying the 321,805 depositary unit certificates held by limited partners unaffiliated with AIMCO Properties, L.P. by $2.76 per depositary unit certificate. | |
** | Calculated by multiplying the transaction valuation of $888,181.80 by 0.0000713 | |
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: $63.33 Form or Registration No.: Form S-4 | Filing Party: Apartment Investment and Management Company; Aimco Properties, L.P. Date Filed: October 12, 2010 |
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed solely to report the results of the Rule 13e-3 transaction subject to the Schedule 13E-3.
On October 8, 2010, U.S. Realty Partners Limited Partnership, a Delaware limited partnership (the “Partnership”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership (“AIMCO Properties”), and AIMCO USRP Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties is the sole member (the “Merger Subsidiary”). The Merger Agreement provides for the Merger Subsidiary to be merged with and into the Partnership, with the Partnership as the surviving entity (the “Merger”), upon approval by a majority in interest of the outstanding limited partnership interest of the Partnership (the “USRP Units”). On February 11, 2011, AIMCO Properties, which owned 900,195 of the 1,222,000 issued and outstanding USRP Units, or approximately 73.67% of the number of outstanding USRP Units, took action by written consent to approve the Merger, and the Merger was completed.
In the Merger, each USRP Unit in the Partnership outstanding immediately prior to the consummation of the Merger and held by limited partners (other than USRP Units as to which appraisal rights are elected) was converted into the right to receive, at the election of the limited partner, either (i) $2.76 in cash (the “Cash Consideration”) or (ii) 0.11 partnership common units of AIMCO Properties. However, limited partners who reside in the State of California will only be entitled to receive the Cash Consideration for each USRP Unit. Those limited partners who do not make an election will be deemed to have elected to receive the Cash Consideration.
In the Merger, AIMCO Properties’ interest in the Merger Subsidiary was converted into 1,000 USRP Units, and AIMCO Properties became the sole limited partner of the Partnership. U.S. Realty I Corporation continues to be the general partner of the Partnership, and the Partnership’s agreement of limited partnership in effect immediately prior to the Merger remains unchanged after the Merger.
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.
Date: February 11, 2011
U.S. REALTY PARTNERS LIMITED PARTNERSHIP | ||||
By: | U.S. Realty I Corporation | |||
Its Corporate General Partner | ||||
By: | /s/ Derek S. McCandless | |||
Name: | Derek S. McCandless | |||
Title: | Senior Vice President and Assistant General Counsel |
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.
Date: February 11, 2011
U.S. REALTY I CORPORATION | ||||
By: | /s/ Derek S. McCandless | |||
Name: | Derek S. McCandless | |||
Title: | Senior Vice President and Assistant General Counsel |
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.
Date: February 11, 2011
AIMCO PROPERTIES, L.P. | ||||
By: | AIMCO-GP, INC. | |||
Its General Partner | ||||
By: | /s/ Derek S. McCandless | |||
Name: | Derek S. McCandless | |||
Title: | Senior Vice President and Assistant General Counsel |
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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.
Date: February 11, 2011
APARTMENT INVESTMENT AND MANAGEMENT COMPANY | ||||
By: | /s/ Derek S. McCandless | |||
Name: | Derek S. McCandless | |||
Title: | Senior Vice President and Assistant General Counsel |
5
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.
Date: February 11, 2011
AIMCO/IPT, INC. | ||||
By: | /s/ Derek S. McCandless | |||
Name: | Derek S. McCandless | |||
Title: | Senior Vice President and Assistant General Counsel |
6
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.
Date: February 11, 2011
AIMCO-GP, INC. | ||||
By: | /s/ Derek S. McCandless | |||
Name: | Derek S. McCandless | |||
Title: | Senior Vice President and Assistant General Counsel |
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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.
Date: February 11, 2011
AIMCO USRP MERGER SUB LLC | ||||
By: | AIMCO PROPERTIES, L.P. | |||
Its Sole Member | ||||
By: | AIMCO-GP, INC. | |||
Its General Partner | ||||
By: | /s/ Derek S. McCandless | |||
Name: | Derek S. McCandless | |||
Title: | Senior Vice President and Assistant General Counsel |
8
EXHIBIT INDEX
EXHIBIT | ||
NUMBER | DESCRIPTION | |
(a)(1) | Information Statement/Prospectus (the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of Amendment No. 3 to the Registration Statement on Form S-4, File No. 333-169870, filed by Apartment Investment and Management Company and AIMCO Properties, L.P. on December 13, 2010 is incorporated herein by reference). | |
(b) | Tenth Amendment to Senior Secured Credit Agreement, dated as of September 29, 2010, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto (Exhibit 10.1 to the Current Report on Form 8-K filed by AIMCO Properties, L.P. on September 30, 2010 is incorporated herein by reference). | |
(c)(1) | Appraisal Report, dated as of May 21, 2010, by Cogent Realty Advisors, LLC, related to Twin Lakes Apartments (Exhibit 99.1 to the Registration Statement on Form S-4 filed by Apartment Investment and Management Company and AIMCO Properties, L.P. on October 12, 2010 is incorporated herein by reference). | |
(d)(1) | Agreement and Plan of Merger, dated October 8, 2010 (Exhibit 10.1 to the Current Report on Form 8-K filed by U.S. Realty Partners Limited Partnership on October 12, 2010 is incorporated herein by reference). | |
(f) | Appraisal Rights of Limited Partners (Annex B to the Information Statement/Prospectus filed with the Securities and Exchange Commission as part of the Registration Statement on Form S-4 filed by Apartment Investment and Management Company and AIMCO Properties, L.P. on October 12, 2010 is incorporated herein by reference). | |
(g) | Not applicable. |