1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Springhill Lake Investors Limited Partnership
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(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
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(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Units of Limited Partnership Interest
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(Title of Class Securities)
None
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(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
<Table>
<Caption>
Transaction valuation Amount of filing fee
--------------------- --------------------
$20,553,808 $4,111*
</Table>
* Previously paid.
[ ] 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:
<Table>
[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 [ ] amendment to Schedule 13D under Rule 13d-2
</Table>
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
TENDER OFFER STATEMENT
This Tender Offer Statement on Schedule TO relates 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 Springhill Lake Investors Limited
Partnership, a Maryland limited partnership (the "Partnership"), at a price of
$102,080 per unit, subject to the conditions set forth in the Offer to Purchase
dated August 29, 2001 and Supplement dated September 21, 2001, and in the
related Letter of Transmittal and Acknowledgment and Agreement, which, as
amended and supplemented from time to time, together constitute the tender
offer. Copies of the Offer to Purchase, Supplement, Amended Letter of
Transmittal and Amended Acknowledgment and Agreement are filed with this
Schedule TO as Exhibits 1, 7, 8 and 9, respectively. In addition, because AIMCO
Properties, L.P. is an affiliate of the Partnership, this Schedule TO is
intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the
Securities Exchange Act of 1934, as amended.
The information in Exhibits 1-3, 5(a)-(c) and 6, respectively, is
incorporated in this Schedule TO by reference in answer to items 1 through 11 of
Schedule TO.
Neither AIMCO Properties, L.P. nor any of the people or entities listed
on Annex I to the Offer to Purchase has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was, during the last five years, a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
================================================================================
Item 12. Exhibits.
* 1 Offer to Purchase, dated August 29, 2001.
* 2 Letter of Transmittal and related Instructions (included as
Annex II to the Offer to Purchase attached as Exhibit (a)(1)).
* 3 Acknowledgement and Agreement dated August 29, 2001.
* 4 Letter, dated August 29, 2001, from AIMCO Properties, L.P. to
the limited partners of the Partnership.
5(a) 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.)
5(b) 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.)
5(c) 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.)
6 Intentionally Omitted.
** 7 Supplement, dated September 21, 2001, to Offer to Purchase,
dated August 29, 2001.
** 8 Amended Letter of Transmittal and related Instructions.
** 9 Amended Acknowledgement and Agreement, dated September 21,
2001.
10 Quarterly Report of AIMCO Properties, L.P. for the period
ending June 30, 2001 filed on Form 10-Q on August 14, 2001 and
incorporated herein by this reference.
11 Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2000 filed on Form 10-K405/A on May 1, 2001 and
incorporated herein by reference.
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* Indicates items filed with the original Schedule TO on August 29, 2001.
** Indicates items filed herewith.
3
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 September 21, 2001
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
4
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
* 1 Offer to Purchase, dated August 29, 2001.
* 2 Letter of Transmittal and related Instructions (included as
Annex II to the Offer to Purchase attached as Exhibit (a)(1)).
* 3 Acknowledgement and Agreement dated August 29, 2001.
* 4 Letter, dated August 29, 2001, from AIMCO Properties, L.P. to
the limited partners of the Partnership.
5(a) 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.)
5(b) 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.)
5(c) 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.)
6 Intentionally Omitted.
** 7 Supplement, dated September 21, 2001, to Offer to Purchase,
dated August 29, 2001.
** 8 Amended Letter of Transmittal and related Instructions.
** 9 Amended Acknowledgement and Agreement, dated September 21,
2001.
10 Quarterly Report of AIMCO Properties, L.P. for the period
ending June 30, 2001 filed on Form 10-Q on August 14, 2001 and
incorporated herein by this reference.
11 Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2000 filed on Form 10-K405/A on May 1, 2001 and
incorporated herein by reference.
</Table>
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* Indicates items filed with the original Schedule TO on August 29, 2001.
** Indicates items filed herewith.