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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Amendment No. 2
(Final Amendment)
to
SCHEDULE 13E-3
(RULE 13e-100)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
(Name of the Issuer)
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
AIMCO PROPERTIES, L.P.
AIMCO-GP, INC.
OXFORD TAX EXEMPT FUND II LIMITED PARTNERSHIP
OXFORD TAX EXEMPT FUND II CORPORATION
TERRY CONSIDINE
PETER K. KOMPANIEZ
PATRICK J. FOYE
(Name of Person(s) Filing Statement)
BENEFICIAL ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST OF OTEF
(Title of Class of Securities)
69181P100
(CUSIP Number of Class of Securities)
PETER K. KOMPANIEZ
Apartment Investment and Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard
Suite 2-1000
Denver, Colorado
(303) 757-8101
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
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Copies to:
ROBERT B. ROBBINS, ESQ.
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
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This statement is filed in connection with (check the appropriate box):
a. [ ] 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. [x] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction [x]
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This Amendment No. 2 (the "Final Amendment") is being filed as the
Final Amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3 first
filed on January 31, 2001, as amended (the "Schedule 13E-3"), and is being filed
by: (1) Oxford Tax Exempt Fund II Limited Partnership, a Maryland limited
partnership ("OTEF"), the issuer of the equity securities which are the subject
of the Rule 13e-3 transaction, (2) Apartment Investment and Management Company,
a Maryland corporation ("AIMCO"), (3) AIMCO Properties, L.P., a Delaware limited
partnership ("AIMCO OP"), (4) AIMCO-GP, Inc., a Delaware corporation and wholly
owned subsidiary of AIMCO, (5) Oxford Tax Exempt Fund II Corporation, a Maryland
corporation (the "OTEF Managing General Partner"), and (6) Terry Considine,
Peter K. Kompaniez and Patrick J. Foye, each, an individual. All information set
forth below should be read in conjunction with the information contained or
incorporated by reference in the Schedule 13E-3, as previously amended.
This Final Amendment is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3(d)(3) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to report
the consummation of the merger (the "Merger") of AIMCO/OTEF, LLC, a Maryland
limited liability company and subsidiary of AIMCO OP ("AIMCO/OTEF"), with and
into OTEF, as contemplated by the Agreement and Plan of Merger, dated as of
November 29, 2000, by and among AIMCO, AIMCO OP, AIMCO/OTEF and OTEF (the
"Merger Agreement").
As part of the Merger Agreement, the Board of Directors of the OTEF
Managing General Partner, declared a special distribution of $50 million, or
$6.21 per beneficial assignment of limited partnership interest ("BAC"), on
February 27, 2001. The special distribution was paid on March 26, 2001.
On March 26, 2001, the Merger became effective after the filing of
articles of merger with the Maryland State Department of Assessments and
Taxation. Pursuant to the terms of the Merger, each BAC, other than any BAC held
by an affiliate of AIMCO or OTEF's associate general partner, converted into the
right to receive (i) 0.547 shares of AIMCO Class P 9% convertible cumulative
preferred stock ("Class P Stock") and (ii) 0.299 shares of AIMCO Class A common
stock ("Class A Stock"), and all interests of OTEF's associate general partner
converted into the right to receive 19 shares of Class P Stock and 10.823 shares
of Class A Stock.
On March 26, 2001, OTEF filed a certification on Form 15 pursuant to
Rules 12g-4 and 12h-3 promulgated under the Exchange Act, to provide notice of
termination of registration of the BACs, and to immediately suspend all
reporting requirements under Sections 13 and 15(d) of the Exchange Act.
On March 27, 2001, AIMCO issued a press release announcing the
consummation of the Merger.
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 27, 2001
APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC., as General Partner
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
AIMCO-GP, INC.
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
OXFORD TAX EXEMPT FUND II
LIMITED PARTNERSHIP
By: OXFORD TAX EXEMPT FUND II
CORPORATION, as Managing General Partner
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
OXFORD TAX EXEMPT FUND II
CORPORATION
By: /s/ Patrick J. Foye
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Name: Patrick J. Foye
Title: Executive Vice President
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/s/ Terry Considine
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Name: Terry Considine, in his
individual capacity
/s/ Peter K. Kompaniez
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Name: Peter K. Kompaniez, in his
individual capacity
/s/ Patrick J. Foye
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Name: Patrick J. Foye, in his
individual capacity
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