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SUPPLEMENT TO
OFFER TO PURCHASE FOR CASH
AIMCO
AIMCO Properties, L.P.
is offering to purchase any and all units of limited partnership interests in
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
FOR $478.00 PER UNIT IN CASH
Upon the terms and subject to the conditions set forth herein, we will accept
any and all units validly tendered in response to our offer. If units are
validly tendered and not properly withdrawn prior to the expiration date and the
purchase of all such units would result in there being less than 320
unitholders, we will purchase only 99% of the total number of units so tendered
by each limited partner.
Our offer is not subject to a minimum number of units being tendered.
Our offer and your withdrawal rights will expire at 5:00 P.M., New York City
time, on June 26, 2000, unless we extend the deadline.
You will not pay any partnership transfer fees if you tender your units. You
will pay any other fees and costs, including any transfer taxes.
Our offer price will be reduced for any distributions subsequently made by your
partnership prior to the expiration of our offer.
SEE "RISK FACTORS" IN THE OFFER TO PURCHASE, DATED MAY 15, 2000, FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER, INCLUDING THE FOLLOWING:
o We determined the offer price of $478.00 per unit without any
arms-length negotiations. Accordingly, our offer price may not
reflect the fair market value of your units.
o As of June 30, 1998, your general partner (which is our
subsidiary) estimated the net asset value of your units based
on recent appraisals, to be $682.00 per unit and an affiliate
of your general partner estimated the net liquidation value of
your units to be $684.33 per unit. In 1999, your partnership
sold one property for $1,500,000, of which $286,760 was used
to pay indebtedness and $1,023,197 was distributed to the
partners.
o Although your partnership's agreement of limited partnership
provides for termination in the year 2024, the prospectus
pursuant to which the units were sold in 1984 indicated that
the properties owned by your partnership might be sold within
7 to 12 years of their acquisition if conditions permitted.
(continued on next page)
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If you desire to accept our offer, you should complete and sign the
enclosed acknowledgment and agreement in accordance with the instructions
thereto and the letter of transmittal and instructions thereto which are Annex I
to this Supplement and mail or deliver the signed acknowledgment and agreement
and any other required documents to River Oaks Partnership Services, Inc., which
is acting as Information Agent in connection with our offer, at one of its
addresses set forth on the back cover of this Supplement. You only need to
return the acknowledgment and agreement. QUESTIONS AND REQUESTS FOR ASSISTANCE
OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE, THIS SUPPLEMENT OR THE
ACKNOWLEDGMENT AND AGREEMENT MAY ALSO BE DIRECTED TO THE INFORMATION AGENT AT
(888) 349-2005.
June 12, 2000
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(Continued from prior page)
o Your general partner and the property manager of the property
are subsidiaries of ours and, therefore, the general partner
has substantial conflicts of interest with respect to our
offer.
o We are making this offer with a view to making a profit and,
therefore, there is a conflict between our desire to purchase
your units at a low price and your desire to sell your units
at a high price.
o Continuation of your partnership will result in our affiliates
continuing to receive management fees from your partnership.
Such fees would not be payable if your partnership was
liquidated.
o It is possible that we may conduct a future offer at a higher
price.
o For any units that we acquire from you, you will not receive
any future distributions from operating cash flow of your
partnership or upon a sale or refinancing of property owned by
your partnership.
o If we acquire a substantial number of units, we will increase
our ability to influence voting decisions with respect to your
partnership and may control such voting decisions, including
but not limited to the removal of the general partner, most
amendments to the partnership agreement and the sale of all or
substantially all of your partnership's assets.
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INTRODUCTION
On May 15, 2000, we commenced an offer to acquire all of the outstanding
units of your partnership, in exchange for $478.00 in cash per unit, net to the
seller, without interest, less the amount of distributions, if any, made by your
partnership in respect of any unit from May 15, 2000 until the expiration date.
If units are validly tendered and not properly withdrawn prior to the expiration
date and the purchase of all such units would result in there being less than
320 unitholders, we will purchase only 99% of the total number of units so
tendered by each limited partner. Our offer is made upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated May 15, 2000, this
Supplement and in the accompanying acknowledgment and agreement.
We will pay any transfer fees imposed for the transfer of units by your
partnership. However, you will have to pay any governmental transfer taxes that
apply to your sale. You will also have to pay any fees or commissions imposed by
your broker in assisting you to tender your units, or by any custodian or other
trustee of any Individual Retirement Account or benefit plan which is the owner
of record of your units. Although the fees charged for transferring units from
an Individual Retirement Account vary, such fees are typically $25-$50 per
transaction.
We have retained River Oaks Partnership Services, Inc. to act as the
Information Agent in connection with our offer. We will pay all charges and
expenses in connection with the services of the Information Agent. The offer is
not conditioned on any minimum number of the units being tendered. However,
certain other conditions do apply. See "The Offer - Section 17. Conditions of
the Offer," in the Offer to Purchase. Under no circumstances will we be required
to accept any unit if the transfer of that unit to us would be prohibited by the
agreement of limited partnership of your partnership.
We have extended the expiration date of our offer to 5:00 p.m., New York
City time, on June 26, 2000. If you desire to accept our offer, you must
complete and sign the acknowledgment and agreement in accordance with the
instructions contained therein and the letter of transmittal and the
instructions thereto, Appendix I to this Supplement, and forward or hand deliver
the enclosed acknowledgment and agreement, together with any other required
documents, to the Information Agent. If you have already tendered your units in
accordance with the original letter of transmittal, Appendix II to the Offer to
Purchase, and the original acknowledgment and agreement, you need not take any
further action to continue to tender your units. You may withdraw your tender of
units pursuant to the offer at any time prior to the expiration date of our
offer and, if we have not accepted such units for payment, on or after July 17,
2000.
We expressly reserve the right, in our reasonable discretion, at any time
and from time to time, to extend the period of time during which our offer is
open and thereby delay acceptance for payment of, and the payment for, any unit.
Notice of any such extension will promptly be disseminated to you in a manner
reasonably designed to inform you of such change. Further, any extension may be
followed by a press release or public announcement which will be issued no later
than 9:00 a.m., New York City time, on the next business day after the scheduled
expiration date of our offer, in accordance with Rule 14e-1(d) under the
Securities Exchange Act of 1934.
ADDITIONAL INFORMATION
Our offer is hereby supplemented and amended as follows:
1. The penultimate sentence of the last paragraph under "Introduction" is
hereby amended to read as follows:
As of March 31, 2000, AIMCO owned or controlled, held an equity interest in
or managed 363,462 apartment units in 1,942 properties located in 48 states, the
District of Columbia and Puerto Rico.
2. The information contained in "The Offer-Section 8. Information Concerning
Us and Certain of Our Affiliates" in the first paragraph under "General" is
hereby amended to read as follows:
GENERAL. We are AIMCO Properties, L.P., a Delaware limited partnership.
Together with our subsidiaries, we conduct substantially all of the operations
of Apartment Investment and Management Company, a Maryland corporation
("AIMCO"). AIMCO is a real estate investment trust that owns and manages
multifamily apartment properties throughout the United States. AIMCO's Class A
Common Stock is listed and traded on the New York Stock Exchange under the
symbol "AIV." As of March 31, 2000, we owned or managed 352,519 apartment units
in 1,834 properties located in 48 states, the District of Columbia and Puerto
Rico. Based on apartment unit data compiled as of January 1, 1999, by the
National Multi Housing Council, we believe that we are the largest owner and
manager of multi-family apartment properties in the United States. As of March
31, 2000, we:
- owned or controlled 121,449 units in 439 apartment properties;
- held an equity interest in 115,951 units in 671 apartment properties;
and
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- managed 115,119 units in 724 apartment properties for third party
owners and affiliates, of which 53,627 units have management agreements
that are cancellable in 30 days and 61,492 have management agreements
in excess of one year.
3. The information contained in "The Offer-Section 8. Information Concerning
Us and Certain of Our Affiliates" under "Summary Selected Financial
Information of AIMCO Properties, L.P." is hereby amended to read as
follows:
SUMMARY SELECTED FINANCIAL INFORMATION OF AIMCO PROPERTIES, L.P. The
historical summary financial data for AIMCO Properties, L.P. for the three
months ended March 31, 2000 and 1999 is unaudited. The historical summary
financial data for AIMCO Properties, L.P. for the years ended December 31, 1999
and 1998, is based on audited financial statements. This information should be
read in conjunction with such financial statements, including the notes thereto,
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations of the AIMCO Operating Partnership" included in the AIMCO Operating
Partnership's Form 10-K for the year ended December 31, 1999 and Form 10-Q for
the quarter ended March 31, 2000.
THREE MONTHS ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
--------------------------- ---------------------------
2000 1999 1999 1998
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
OPERATING DATA:
RENTAL PROPERTY OPERATIONS:
Rental and other property revenue ................... $ 224,320 $ 110,552 $ 531,883 $ 373,963
Property operating expenses ......................... (90,751) (42,436) (213,959) (145,966)
Owned property management expenses .................. (7,816) (3,395) (15,322) (10,882)
Depreciation ........................................ (64,690) (26,616) (131,257) (83,908)
--------- --------- --------- ---------
Income from property operations ..................... (61,063) (38,105) 171,345 133,207
--------- --------- --------- ---------
SERVICE COMPANY BUSINESS:
Management fees and other income .................... 13,310 7,978 42,877 22,675
Management and other expenses ....................... (4,957) (8,902) (25,470) (16,960)
Income from service company business ................ 8,353 (924) 17,407 5,715
--------- --------- --------- ---------
General and administrative expenses ................. (3,211) (2,594) (12,016) (10,336)
Interest expense .................................... (56,224) (30,360) (139,124) (88,208)
Interest income ..................................... 13,004 9,828 62,183 28,170
Equity in earnings (losses) of unconsolidated
subsidiaries (a) ................................ 2,445 2,695 (2,588) (2,665)
Equity in earnings (losses) of unconsolidated
real estate partnerships (b) .................... 3,215 2,790 (2,400) 12,009
Loss from IPLP exchange and assumption .............. -- (684) (684) (2,648)
Minority interest ................................... (3,721) (2,065) (5,788) (1,868)
Amortization of goodwill ............................ (1,575) (1,942) (5,860) (8,735)
Income from operations .............................. 23,349 14,849 82,475 64,641
Gain on disposition of properties ................... 5,105 15 (1,785) 4,287
Income before extraordinary item .................... 28,454 14,864 80,690 68,928
--------- --------- --------- ---------
Extraordinary item -- early extinguishment
of debt ......................................... -- -- -- --
Net income .......................................... $ 28,454 $ 14,864 $ 80,690 $ 68,928
========= ========= ========= =========
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THREE MONTHS ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
---------------------------- -----------------------------
2000 1999 1999 1998
----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT DATA)
BALANCE SHEET INFORMATION
(END OF PERIOD):
Real estate, before accumulated depreciation ....... $ 4,995,886 $ 2,852,506 $ 4,508,535 $ 2,743,865
Real estate, net of accumulated depreciation ....... 4,507,911 2,591,753 4,092,543 2,515,710
Total assets ....................................... 6,017,807 4,291,931 5,684,251 4,186,764
Total mortgages and notes payable .................. 3,007,050 1,608,895 2,584,289 1,601,730
Redeemable Partnership Units ....................... -- -- -- --
Partnership-obligated mandatory redeemable
convertible preferred securities of a
subsidiary trust ................................ 149,500 149,500 149,500 149,500
Partners' Capital .................................. 2,497,747 2,289,245 2,486,889 2,153,335
OTHER INFORMATION:
Total owned or controlled properties (end of
period) ......................................... 439 240 373 234
Total owned or controlled apartment units
(end of period) ................................ 121,449 63,069 106,148 61,672
Total equity apartment units (end of period) ....... 115,951 168,817 133,113 171,657
Units under management (end of period) ............. 115,119 141,523 124,201 146,034
Basic earnings per Common OP Unit .................. $ 0.17 $ 0.03 $ 0.39 $ 0.80
Diluted earnings per Common OP Unit ................ $ 0.17 $ 0.03 $ 0.38 $ 0.78
Distributions paid per Common OP Unit .............. $ 0.70 $ 0.6250 $ 2.50 $ 2.25
Cash flows provided by operating activities ........ $ 69,556 $ 65,545 $ 254,380 $ 144,152
Cash flows used in investing activities ............ (108,704) (25,667) (243,078) (342,541)
Cash flows provided by (used in)
financing activities ............................ 74,433 (54,149) 37,470 214,133
Funds from operations (c) .......................... $ 98,120 $ 65,299 $ 320,434 $ 193,830
Weighted average number of Common OP
Units outstanding ............................... 73,484 64,923 78,531 56,567
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(a) Represents AIMCO Properties, L.P. equity in earnings of unconsolidated
subsidiaries.
(b) Represents AIMCO Properties, L.P.'s share of earnings from partnerships
that own 115,951 apartment units at March 31, 2000 in which partnerships
AIMCO Properties, L.P. owns an equity interest.
(c) AIMCO Properties, L.P.'s management believes that the presentation of
funds from operations or "FFO", when considered with the financial data
determined in accordance with generally accepted accounting principles,
provides a useful measure of performance. However, FFO does not represent
cash flow and is not necessarily indicative of cash flow or liquidity
available to AIMCO Properties, L.P., nor should it be considered as an
alternative to net income or as an indicator of operating performance. The
Board of Governors of the National Association of Real Estate Investment
Trusts ("NAREIT") defines FFO as net income (loss), computed in accordance
with generally accepted accounting principles, excluding gains and losses
from debt restructuring and sales of property, plus real estate related
depreciation and amortization (excluding amortization of financing costs),
and after adjustments for unconsolidated partnerships and joint ventures.
AIMCO Properties, L.P. calculates FFO based on the NAREIT definition, as
adjusted for the amortization of goodwill, the non-cash deferred portion
of the income tax provision for unconsolidated subsidiaries and less the
payments of dividends on preferred limited partnership interests. AIMCO
Properties, L.P.'s management believes that presentation of FFO provides
investors with industry-accepted measurements which help facilitate an
understanding of its ability to make required dividend payments, capital
expenditures and principal payments on its debt. There can be no assurance
that AIMCO Properties, L.P.'s basis of computing FFO is comparable with
that of other REITS.
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The following is a reconciliation of net income to funds from operations:
THREE MONTHS ENDED YEAR ENDED
MARCH 31, DECEMBER 31,
--------------------------- ---------------------------
2000 1999 1999 1998
--------- --------- --------- ---------
(IN THOUSANDS)
Net income ....................................... $ 28,454 $ 14,864 $ 80,690 $ 68,928
Extraordinary item ............................... -- -- -- --
Gain loss on disposition of property ............. (5,105) (15) 1,785 (4,287)
Real estate depreciation, net of minority
interests .................................... 56,976 25,095 121,084 79,869
Real estate depreciation related to
unconsolidated entities ...................... 18,960 21,105 104,754 34,765
Amortization ..................................... 2,083 12,999 36,731 26,177
Deferred taxes ................................... 852 2,456 1,763 9,215
Expenses associated with convertible
preferred securities ......................... -- -- 6,892 --
--------- --------- --------- ---------
Preferred unit distributions ..................... (4,101) (11,205) (33,265) (20,837)
--------- --------- --------- ---------
Funds from operations ............................ $ 98,120 $ 65,299 $ 320,434 $ 193,830
--------- --------- --------- ---------
As of March 31, 2000, AIMCO Properties, L.P. had a net tangible book
value of $61.3 per Common OP Unit.
4. The information contained in "The Offer-Section 8. Information Concerning
Us and Certain of Our Affiliates" in the first paragraph under "Ratio of
Earnings to Fixed Charges of AIMCO Properties, L.P." is hereby amended to
read as follows:
RATIOS OF EARNINGS TO FIXED CHARGES OF AIMCO PROPERTIES, L.P. The following
table shows for the AIMCO Properties, L.P. (i) the ratio of income to fixed
charges and (ii) the ratio of income to fixed charges and preferred unit
distributions.
For the Three For the Year
Months Ended Ended
March 31, December 31,
------------------ ------------------
2000 1999 1999 1998
----- ----- ----- -----
Ratio of earnings to fixed charges (1) ............ 1.7:1 1.9:1 2.4:1 1.6:1
Ratio of earnings to combined fixed charges
and preferred unit distributions (2) .............. 1.3:1 1.3:1 1.7:1 1.7:1
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(1) Our ratio of earnings to fixed charges was computed by dividing earnings
by fixed charges. For this purpose, "earnings" consists of income before
minority interests (which includes equity in earnings of unconsolidated
subsidiaries and partnerships only to the extent of dividends received)
plus fixed charges (other than any interest which has been capitalized),
and "fixed charges" consists of interest expense (including amortization
of loan costs) and interest which has been capitalized.
(2) Our ratio of earnings to combined fixed charges and preferred unit
distributions was computed by dividing earnings by the total of fixed
charges and preferred unit distributions. For this purpose, "earnings"
consists of income before minority interests (which includes equity in
earnings of unconsolidated subsidiaries and partnerships only to the
extent of dividends received) plus fixed charges (other than any interest
which has been capitalized), "fixed charges" consists of interest expense
(including amortization of loan costs) and interest which has been
capitalized, and "preferred unit distributions" consists of the amount of
pre-tax earnings that would be required to cover preferred unit
distributions requirements.
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5. The last sentence of the third paragraph under "The Offer-Section 9.
Background and Reasons for the Offer-General" is hereby amended to read as
follows:
As of the date of this offering, AIMCO Properties, L.P. has made offers to
approximately 65 of the Insignia Partnerships, including your partnership.
6. The information under The "The Offer-Section 7. Effects of the Offer -
Effect on Trading Market; Registration under 12(g) of the Exchange Act" is
hereby amended to read as follows:
Your partnership currently has 15,698 unitholders of record.
7. The information under "The Offer - Section 13. Certain Information
Concerning Your Partnership-Investment Objectives and Policies; Sales or
Financing of Investments" and "The Offer - Section 13. Certain Information
Concerning Your Partnership - Capital Replacements" regarding the amount of
the capital budgets for 2000 is the total initial capital expenditures
intended to be made for such properties following our acquisition of the
general partner, and not just the amount for 2000.
8. The information under "The Offer-Section 13. Certain Information Concerning
Your Partnership-Financial Data" is hereby amended to read as follows:
FINANCIAL DATA. The selected financial information of your partnership set
forth below for the years ended December 31, 1999 and 1998 is based on audited
financial statements. The selected financial information set forth below for the
three months ended March 31, 2000 and 1999 is based on unaudited financial
statements. This information should be read in conjunction with such financial
statements, including notes thereto, and "Management's Discussion and Analysis
of Financial Condition and Results of Operations of Your Partnership" in the
Annual Report on Form 10-KSB of your partnership for the year ended December
31, 1999, and the Quarterly Report on Form 10-QSB for the quarter ended March
31, 2000.
HCW PENSION REAL ESTATE FUND LIMITED PARTNERSHIP
(IN THOUSANDS, EXCEPT PER UNIT DATA)
FOR THE THREE MONTHS FOR THE YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
-------------------------- ---------------------------
2000 1999 1999 1998
--------- --------- --------- ---------
OPERATING DATA:
Total revenues ...................................... $ 498 $ 470 $ 1,824 $ 2,799
Net income (Loss) ................................... 119 49 (3,336) 52
Net income (Loss) per limited partnership unit ...... 7.45 3.06 (209.33) 325
Distributions per limited partnership unit .......... 107.47 -- 1.53 24.97
MARCH 31, DECEMBER 31,
------------------------- -------------------------
2000 1999 1999 1998
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BALANCE SHEET DATA:
Cash and cash equivalents ........................... $ 976 $ 1,081 $ 2,196 $ 1,354
Real estate, net of accumulated depreciation ........ 5,464 10,124 5,593 10,232
Total assets ........................................ 6,645 11,744 8,260 12,143
Notes payable ....................................... -- -- -- --
General Partners' Capital (Deficit) ................. (121) (58) (110) (58)
Limited Partners' Capital (Deficit) ................. 6,214 11,142 7,784 11,142
Partners' Capital (Deficit) ......................... 6,093 11,084 7,674 11,084
Total distributions ................................. (1,700) -- (25) 400
Net increase (Decrease) in Cash
and cash equivalents .............................. (1,220) (273) 842 (273)
Net cash provided by operating
activities ........................................ 489 199 679 199
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PRICES ON SECONDARY MARKET
Secondary market sales information is not a reliable measure of value
because of the limited amount of any known trades. At present, privately
negotiated sales and sales through intermediaries are the only means which may
be available to a limited partner to liquidate an investment in units (other
than our offer) because the units are not listed or traded on any exchange or
quoted on NASDAQ, on the Electronic Bulletin Board, or in "pink sheets."
Secondary sales activity for the units, including privately negotiated sales,
has been limited and sporadic.
Prior to our acquisition of the general partner, the general partner
received from time to time information on the prices at which units were sold;
however, it did not regularly receive or maintain information regarding the bid
or asked quotations of secondary market makers, if any. The prices in the table
below are based solely on information provided to the general partner by sellers
and buyers of units transferred in sale transactions (i.e., excluding
transactions believed to result from the death of a limited partner, rollover to
an IRA account, establishment of a trust, trustee to trustee transfers,
termination of a benefit plan, distributions from a qualified or nonqualified
plan, uniform gifts to minors, abandonment of units or similar non-sale
transactions). The transfer paperwork submitted to the general partner often did
not include the requested price information or contained conflicting information
as to the actual sales price. Sale prices not reported or disclosed could exceed
the reported prices. Set forth in the table below are the high and low sales
prices of units for the quarterly periods from January 1, 1998 to September 30,
1998, as reported by your general partner:
SALES PRICES OF PARTNERSHIP UNITS, AS REPORTED BY THE GENERAL PARTNER
HIGH LOW
------- -------
Fiscal Year Ended December 31, 1998:
Third Quarter .................................. $551.00 $356.00
Second Quarter ................................. 495.00 43.00
First Quarter .................................. 454.00 200.00
10. Annex II is hereby amended to add the following:
In June 2000, James N. Bailey was elected to the Board of Directors of
AIMCO. In 1973, Mr. Bailey co-founded Cambridge Associates, Inc., which is an
investment consulting firm for nonprofit institutions and wealthy family groups.
He is also co-founder, treasurer and director of The Plymouth Rock Company,
Direct Response Corporation and Homeowners's Direct Corporation, all United
States personal lines insurance company. He received his MBA and JD degrees in
1973 from Harvard Business School and Harvard Law School.
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