1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
HCW Pension Real Estate Fund Limited Partnership
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
AIMCO Properties, L.P. -- Offeror
- --------------------------------------------------------------------------------
(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class Securities)
Patrick J. Foye
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8101
- --------------------------------------------------------------------------------
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, 34th Floor
Los Angeles, California 90071
(213) 687-5000
2
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
---------------------- --------------------
$5,496,044 $1,099.21
* For purposes of calculating the fee only. This amount assumes the
purchase of 11,498 units of limited partnership interest of the subject
partnership for $478.00 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] 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 subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going-private transaction subject to Rule 13e-3
[X] 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: [ ]
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO PROPERTIES, L.P.
84-1275721
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
2,044
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
2,044
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 12.72%
14. TYPE OF REPORTING PERSON
PN
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO-GP, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
2,044
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
2,044
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 12.72%
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
84-129577
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
3,857
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
3,857
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,857
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 24.08%
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
INSIGNIA PROPERTIES, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
1,813
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
1,813
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 11.25%
14. TYPE OF REPORTING PERSON
PN
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
AIMCO/IPT, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
1,813
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
1,813
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,813
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 11.25%
14. TYPE OF REPORTING PERSON
CO
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CUSIP No. NONE
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
COOPER RIVER PROPERTIES, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not Applicable
5. (CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
--
8. SHARED VOTING POWER
1,741
9. SOLE DISPOSITIVE POWER
--
10. SHARED DISPOSITIVE POWER
1,741
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,741
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 10.8%
14. TYPE OF REPORTING PERSON
OO
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TENDER OFFER STATEMENT/AMENDMENT NO. 6 TO SCHEDULE 13D
This Statement (the "Statement") constitutes (a) the Tender
Offer Statement on Schedule TO of AIMCO Properties, L.P. (the "AIMCO OP"),
relating to an offer to purchase units of limited partnership interest ("Units")
of HCW Pension Real Estate Fund Limited Partnership (the "Partnership"); and (b)
Amendment No. 6 to the Schedule 13D (the "Schedule 13D") originally filed with
the Securities and Exchange Commission (the "Commission") on December 25, 1998,
by Cooper River Properties, L.L.C. ("Cooper River"), Insignia Properties, L.P.
("IPLP"), Insignia Properties Trust ("IPT") and Apartment Investment and
Management Company ("AIMCO"), as amended by (i) amendment No. 1, filed with the
Commission on May 27, 1999, by Cooper River, AIMCO/IPT, Inc. ("AIMCO/IPT"),
IPLP, AIMCO OP, AIMCO-GP and AIMCO, (ii) Amendment No. 2, filed with the
Commission on July 1, 1999, by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP
and AIMCO, (iii) Amendment No. 3, filed with the Commission on August 6, 1999,
by Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO, (iv) Amendment
No. 4, filed with the Commission on November 24, 1999, by Cooper River,
AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP and AIMCO and (v) Amendment No. 5, filed
with the Commission on January 13, 2000, by Cooper River, AIMCO/IPT, IPLP, AIMCO
OP, AIMCO-GP and AIMCO. Cooper River, AIMCO/IPT, IPLP, AIMCO OP, AIMCO-GP AND
AIMCO are herein referred to as the "Reporting Persons." The item numbers and
responses thereto are set forth below in accordance with the requirements of
Schedule 14D-1.
-----------------------------------
The information in the "Offer to Purchase" of AIMCO
Properties, L.P., dated May 15, 2000 (the "Offer"), Exhibit (a)(1) hereto, is
incorporated herein by reference in answer to all of the Items of this Schedule
TO except as otherwise set forth below:
Item 3. Identity and Background of Filing Person.
(a) This Statement is being filed by AIMCO Properties, L.P., a
Delaware limited partnership, and, insofar as this Statement constitutes
Amendment No. 6 to the Schedule 13D, by Cooper River Properties, L.L.C., a
Delaware limited liability company, AIMCO Properties, L.P., a Delaware limited
partnership, Board River Properties, L.L.C., a Delaware limited liability
company, Insignia Properties, L.P., a Delaware limited partnership, AIMCO/IPT,
Inc., a Delaware corporation, AIMCO-GP, Inc., a Delaware corporation, and
Apartment Investments and Management Company, a Maryland corporation. The
principal business of the Reporting Persons is the ownership, acquisition,
development, expansion and management of multi-family apartment properties. The
principal executive offices and telephone number of the Reporting Persons are
located at Colorado Center, Tower Two, 2000 South Colorado Boulevard, Suite
2-1000, Denver, Colorado 80222; (303) 757-8101.
During the last five years, none of the Reporting Persons nor,
to the best of their knowledge, any of the persons listed in Annex I to the
Offer (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.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Except as described in the Offer, none of the events set forth
in Item 1005(b) of Regulation S-K has occurred.
Item 6. Purposes of the Transaction and Plans or Proposals.
Except as set forth in the Offer, none of the events set forth
in Item 1006(c) of Regulations S-K is planned, proposed or being negotiated.
Item 7. Source and Amount of Funds or Other Consideration.
Except as set forth in the Offer, there are no alternative
plans to finance the tender offer and no plans to repay any borrowed funds used
in the tender offer.
Item 8. Interest in Securities of the Subject Company.
Cooper River directly owns 1,741 Units, IPLP directly owns 72 Units,
and AIMCO OP directly owns 2,044 Units, representing approximately 10.8%, 0.45%
and 12.72%, respectively, or a total of approximately 24.08% of the outstanding
Units based on the 15,698 Units outstanding at December 31, 1999.
IPLP, AIMCO/IPT and AIMCO may be deemed to beneficially own the Units
directly owned by Cooper River by reason of each of their relationship with
Cooper River. AIMCO/IPT and AIMCO may be deemed to beneficially own the units
directly owned by IPLP by reason of each of their relationships with IPLP.
Cooper River is a wholly owned subsidiary of IPLP, and AIMCO/IPT is the sole
general partner of IPLP (owning approximately 66.17% of the total equity
interests). AIMCO/IPT is a wholly owned subsidiary of AIMCO.
AIMCO-GP and AIMCO may be deemed to beneficially own the Units directly
owned by AIMCO OP by each of their relationship with AIMCO OP. AIMCO-GP is the
sole general partner of AIMCO OP (owning approximately 1% of the total equity
interests). AIMCO-GP is a wholly owned subsidiary of AIMCO.
Accordingly, for purposes of this Statement: (i) Cooper River is
reporting that it shares the power to vote or direct the vote and the power to
dispose or direct the disposition of the 1,741 Units directly owned by it; (ii)
IPLP is reporting that it shares the power to vote or direct the vote and the
power to dispose and direct the disposition of the 72 Units owned by it and the
1,741 Units directly owned by Cooper River; (iii) AIMCO/IPT is reporting that it
shares the power to vote or direct the vote and the power to dispose or direct
the disposition of the 1,741 Units directly owned by Cooper River and the 72
Units directly owned by IPLP; (iv) AIMCO OP is reporting that it shares the
power to vote or direct the power to vote and the power to dispose or direct the
disposition of the 2,044 Units directly owned by; (vi) AIMCO-GP is reporting
that it shares the power to vote or direct the disposition of the 2,044 Units
owned by AIMCO OP; and (vii) AIMCO is reporting that it shares the power to vote
or direct the vote and the power to dispose or direct the disposition of the
1,741 Units directly owned by Cooper River, the 72 Units directly owned by IPLP,
and the 4,200 Units directly owned by AIMCO OP.
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Item 10. Financial Statements.
The financial statements included in AIMCO OP's Annual Report on Form
10-K for the year ended December 31, 1999, which are listed on the Index to
Financial Statements on page F-1 of such Report, are incorporated herein by
reference. Such report may be inspected at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Room of
the Commission in Washington, D.C. at prescribed rates and from the Commission's
web site at www.sec.gov.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated May 15, 2000
(a)(2)(i) Letter of Transmittal and related Instructions (Annex II to
Exhibit (a)(1).)
(a)(2)(ii) Acknowledgment and Agreement.
(a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited
partners of the Partnership
(b)(1) Credit Agreement (Secured Revolving Credit Facility), dated
as of August 16, 1999, among AIMCO Properties, L.P., Bank of
America, Bank Boston, N.A., and First Union National Bank.
(Exhibit 10.1 to AIMCO's Current Report on Form 8-K, dated
August 16, 1999, is incorporated herein by this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of March 15,
2000, among AIMCO Properties, L.P., Bank of America, Bank
Boston, N.A., and First Union National Bank. (Exhibit
10.20 to AIMCO Properties, L.P.'s Annual Report on Form 10-K
for the year ended December 31, 1999, is incorporated herein
by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO
Properties, L.P., Bank of America, as Administrative Agent,
and U.S. Bank National Association, as Lender. (Exhibit 10.4
to AIMCO's Current Report on Form 10-Q for quarter ended
March 31, 2000, is incorporated herein by this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP and Cooper River.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date May 15, 2000 AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
COOPER RIVER PROPERTIES, L.L.C.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
AIMCO/IPT, INC.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
-----------------------------
Executive Vice President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Offer to Purchase, dated May 15, 2000
(a)(2)(i) Letter of Transmittal and related Instructions (Annex II to Exhibit
(a)(1).)
(a)(2)(ii) Acknowledgment and Agreement.
(a)(3) Letter, dated May 15, 2000, from AIMCO OP to the limited partners of
the Partnership
(b)(1) Credit Agreement (Secured Revolving Credit Facility), dated as of
August 16, 1999, among AIMCO Properties, L.P., Bank of America, Bank
Boston, N.A., and First Union National Bank. (Exhibit 10.1 to
AIMCO's Current Report on Form 8-K, dated August 16, 1999, is
incorporated herein by this reference.)
(b)(2) Amended and Restated Credit Agreement, dated as of March 15, 2000,
among AIMCO Properties, L.P., Bank of America, Bank Boston, N.A.,
and First Union National Bank. (Exhibit 10.20 to AIMCO Properties,
L.P.'s Annual Report on Form 10-K for the year ended December 31,
1999, is incorporated herein by this reference.)
(b)(3) First Amendment to $345,000,000 Amended and Restated Credit
Agreement, dated as of April 14, 2000, among AIMCO Properties, L.P.,
Bank of America, as Administrative Agent, and U.S. Bank National
Association, as Lender. (Exhibit 10.4 to AIMCO's Current Report on
Form 10-Q for quarter ended March 31, 2000, is incorporated herein
by this reference.)
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
(z)(1) Agreement of Joint Filing, dated May 15, 2000, among AIMCO,
AIMCO-GP, AIMCO OP, AIMCO/IPT, IPLP and Cooper River.