November 18, 2004
Via Facsimile (212) 735-2000 and U.S. Mail
Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
(212) 735-3000
Re: Angeles Income Properties Ltd. II and 6
Schedule TO and Schedule 13E-3 filed on November 5, 2004
by AIMCO Properties, L.P.
File Nos. 5-53919 and 5-54489
Angeles Partners XI and XII
Schedule TO and Schedule 13E-3 filed on November 4, 2004
by AIMCO Properties, L.P.
File Nos. 5-54481 and 5-50745
Century Properties Fund XVII, Consolidated Capital Institutional
Properties and Consolidated Capital Institutional Properties IV
Schedule TO and Schedule 13E-3 filed on November 8, 2004
by AIMCO Properties, L.P.
File Nos. 5-44273, 5-47009, and 5-50849
National Property Investors 4 and 6
Schedule TO and Schedule 13E-3 filed on November 5, 2004 and
November 4, 2004 by AIMCO Properties, L.P.
File Nos. 5-47883 and 5-47887
Shelter Properties II Ltd. Partnership, IV, V, and VII
Schedule TO and Schedule 13E-3 filed on November 5, 2004,
November 5, 2004, November 5, 2004 and November 4, 2004
by AIMCO Properties, L.P.
File Nos. 5-44517, 5-44521, 5-44523, and 5-52091
Dear Mr. Coco:
We have reviewed the above-referenced filings and have the
following comments. Please note that page references below relate
to the offer materials filed with respect to Angeles Income
Properties, Ltd. 6. Please make corresponding changes, where
applicable, to each of the above-referenced filings in response
to these comments.
General
1. While we understand this offer is being made to satisfy AIMCO`s
obligations under the settlement agreement, please provide us with
your analysis for why AIMCO`s prior tender offers and any other
purchases of units during the past two years did not constitute
the first steps in the going private transaction. Refer to Rule
13e-3(a)(3) and Question and Answer No. 4 of Exchange Act Release
No. 34-17719 (April 13, 1981). In your response to us, please address
your correspondence to us regarding our comment letters, for example
in our comment letter regarding Angeles Income Properties, Ltd. 6,
dated May 22, 2002 alerting you to the fact, in comment 2, that the
2002 tender offer may be viewed as the first step in a subsequent
going private transaction. Further, we note that your 2002
correspondence regarding Angeles Income Properties, Ltd. 6 was not
filed on EDGAR as a correspondence. Please do so at this time.
Offer Materials
Summary Term Sheet, page 1
The Settlement Fund
2. We note your statement that unitholders may request exclusion
from the settlement and tender units in this offer, and that they
will be entitled to receive the same price per unit as those
unitholders who have not opted out of the settlement class. You
further state, however, that no portion of the price paid to such
unitholders will come from the settlement fund. Under your "release
and assignment of future claims" section, on page 2, you then state
that those who request exclusion from the settlement but tender the
units must sign the letter of transmittal that will release you from
claims that unitholders would otherwise have preserved by requesting
exclusion from the settlement class. Please revise your "settlement
fund" disclosure to include the information found in your "release
and assignment of future claims" section, on page 2, whereby tenders
without settlement acceptance will still release you from the same
claims as those who accept the settlement.
Risk Factors
We Could Delay Acceptance ..., page 8
3. Please revise your disclosure to confirm that in all instances
you will pay for or return tendered units promptly after expiration
of the offer. Please refer to Rule 14e-1(c) of the Exchange Act.
Acceptance for Payment ..., page 10
4. Refer to the final paragraph of this section. Please note that
to the extent you assign AIMCO Properties, L.P.`s right to purchase
tendered notes to one or more of your affiliates while the current
offer remains ongoing, you must revise your offer materials to
include those affiliates as filing persons and signatories on your
Schedule TO. Please confirm your understanding in your response.
Certain Federal Income Tax Matters, page 16
5. Please revise your disclosure to separately address the federal
tax consequences of this transaction to the affiliates of the
target partnership, including the current filing persons. Please
refer to Item 1013(d) of Regulation M-A.
6. Instruction 2 to Item 1013 of Regulation M-A requires you to
discuss the benefits and detriments of the Rule 13e-3 transaction
to the company, its affiliates and the unaffiliated security holders,
and to quantify the benefits and detriments to the extent
practicable. Please advise us, with a view toward disclosure,
whether or not the filing persons will benefit from the
partnership`s future use of any net operating loss carryforwards that
will be used to its tax advantage on a going forward basis.
Effects of the Offer, page 19
7. Please revise throughout this section to quantify the various
costs currently associated with being a public company, the
percentage of the partnership`s expenses comprised of these costs,
the estimated increases in costs expected as a result of the
Sarbanes-Oxley Act and the estimated cost savings as a result of
terminating registration.
Estimated Liquidation Proceeds Based Upon Independent Appraisal,
page 24
8. We note that the appraisal was conducted "[u]nder the terms of
the settlement". Please revise your disclosure to describe the
instructions the appraiser received from you, any of your
affiliates, and the partnership. Please refer to Item 1015(b)(6)
of Regulation M-A.
Position of the General Partner of Your Partnership With Respect
to the Offer, page 43
9. Please refer to the first bullet point under your "Factors not
in favor of fairness determination" section. We note your disclosure
that your offer price is based on aggregate gross property value,
which we assume to be the gross property value for your two
properties, then reduced by any prepayment penalties. We note
that your "valuation of units" section on page 21 describes the
gross property value for Homestead as 84.5% of its appraisal value
less the prepayment penalty on its outstanding mortgage indebtedness
($992,338). Please identify and quantify the "prepayment
penalties" you reference here. Further, explain the term "aggregate
gross property value" and how it relates to the gross property value
as described above.
Conditions to the Offer, page 44
10. Refer to subparagraph (v) in the second bullet-point of this
section. This condition consists of "acts of terrorism or a
commencement of a war, armed hostilities or other national or
international calamity directly or indirectly involving the United
States". Given the current situations in Iraq and Afghanistan,
plus the recent escalation of our ongoing hostilities there, we are
concerned that your offer condition is drafted so broadly and
generally as to make it difficult to determine whether it has been
"triggered" by events as they occur. Please tailor your condition
so that the unitholders may objectively verify when it has been
triggered. For example, is this condition effective if any such
event has a material adverse effect on a partnership?
11. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and outside of your control. In the last paragraph in this section,
the phrase "regardless of the circumstances giving rise to such
conditions" implies that you may assert an offer condition even
when the condition is "triggered" by your own action or inaction.
Please revise in accordance with our position.
Closing Comments
As appropriate, please amend your documents in response to
these comments. You may wish to provide us with marked copies of
the amendment, if required, to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments. In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision. Since the bidders are in possession of all
facts relating to their disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide, in writing, a statement from the bidders acknowledging that:
* the bidders are responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidders may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.
Please direct any questions to me at (202) 942-2903. You
may also contact me via facsimile at (202) 942-9638. Please send all
correspondence to us at the following ZIP code: 20549-0303.
Very truly yours,
Celeste M. Murphy
Attorney-Advisor
Office of Mergers
and Acquisitions