1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
(FINAL AMENDMENT)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
Drexel Burnham Lambert Real Estate Associates II
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(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
Executive Vice President
Apartment Investment And Management Company
Colorado Center, Tower Two
2000 South Colorado Boulevard, Suite 2-1000
Denver, Colorado 80222
(303) 757-8081
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Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy To:
Gregory M. Chait
Katherine M. Koops
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
---------------------- --------------------
$1,538,376 $ 308(previously paid)
* For purposes of calculating the fee only. This amount assumes the purchase
of 25,178 units of limited partnership interest of the subject partnership
for $61.10 per unit. The amount of the filing fee 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:
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[ ] 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 [ ] going-private transaction subject to Rule 13e-3
[ ] issuer tender offer subject to Rule 13e-4 [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: [X]
2
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) 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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
8,496
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
8,496
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,496
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 22.79%
11. TYPE OF REPORTING PERSON
PN
3
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) 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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
8,496
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
8,496
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,496
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 22.79%
11. TYPE OF REPORTING PERSON
CO
4
CUSIP No. NONE
1. NAME OF REPORTING PERSON(S) 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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
9,406
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
9,406
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,406
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 25.24%
11. TYPE OF REPORTING PERSON
CO
5
1. NAME OF REPORTING PERSON(S) 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
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
A. SOLE VOTING POWER
B. SHARED VOTING POWER
10
C. SOLE DISPOSITIVE POWER
D. SHARED DISPOSITIVE POWER
10
8. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10
9. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
10. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Less than 1%
11. TYPE OF REPORTING PERSON
PN
6
TENDER OFFER STATEMENT/ AMENDMENT NO. 4 TO SCHEDULE 13D
This is the Final Amendment to the Tender Offer Statement on Schedule TO
relating to the tender offer by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase all of the outstanding units, or such lesser number of
units as are properly tendered, of limited partnership interest of Drexel
Burnham Lambert Real Estate Associates II, a New York limited partnership
(the "Partnership"), at a price of $61.10 per unit, subject to the conditions
set forth in the Offer to Purchase dated November 30, 2000, and in the related
Letter of Transmittal and Acknowledgment and Agreement, which, as amended and
supplemented from time to time, together constituted the tender offer.
At 5:00 p.m. on December 29, 2000, the offer expired pursuant to its
terms. A total of 1,401 units, representing approximately 3.76% of the
outstanding units, were validly tendered and not withdrawn pursuant to the
offer. AIMCO Properties has accepted for payment all of those units at a price
of $61.10 per unit.
7
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 March 29, 2000
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/Patrick J. Foye
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Executive Vice President
AIMCO-GP, INC.
By: /s/Patrick J. Foye
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Executive Vice President
APARTMENT INVESTMENT
AND MANAGEMENT COMPANY
By: /s/Patrick J. Foye
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Executive Vice President
INSIGNIA PROPERTIES, L.P.
By: AIMCO/IPT, INC.
(General Partner)
By: /s/Patrick J. Foye
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Executive Vice President