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EXHIBIT 7
September 21, 2001
Supplement to
Offer to Purchase for Cash
[AIMCO LOGO]
AIMCO Properties, L.P.
is offering to purchase limited partnership units in
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
for
$102,080 PER UNIT IN CASH
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OUR OFFER HAS BEEN EXTENDED. YOUR RIGHTS TO TENDER AND WITHDRAW YOUR
UNITS WILL NOW EXPIRE AT 5:00 P.M., NEW YORK TIME, ON
SEPTEMBER 28, 2001
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On August 29, 2001, we offered to purchase the limited partnership units of
Consolidated Capital Growth Fund upon the terms and subject to the conditions of
the offer to purchase of that date. This notice supplements the information
contained in the original offer to purchase and extends the offer period. We are
using the same defined terms in this supplement that we used in the original
offer to purchase.
PLEASE READ THE OFFER TO PURCHASE, TOGETHER WITH THIS SUPPLEMENT, FOR A
DESCRIPTION OF OUR OFFER. QUESTIONS AND REQUESTS FOR ADDITIONAL COPIES OF THE
OFFER TO PURCHASE, THE AMENDED ACKNOWLEDGMENT AND AGREEMENT, OR THE AMENDED
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT (888)
349-2005.
Please take note of the following clarifications and supplements of the offer to
purchase:
EXTENSION OF TERM
We have extended the term of our offer. The offer was scheduled to expire on
September 27, 2001, but has been extended to 5:00 p.m. on Friday, September 28,
2001. If you have not already done so, please remember that to accept our offer,
you must complete and return the enclosed amended acknowledgment and agreement
and related documents, as more fully described below, in time for us to receive
it on or before September 28, 2001. As of the date of this supplement 19 units
had been tendered to us in response to this offer.
WAIVER OF CONDITIONS
Our original offer to purchase provides that we will not be required to accept
for payment and pay for units if, among other things, the following shall occur
or may be reasonably expected to occur at or prior to the expiration of our
offer:
1. any general suspension of trading in, or limitation on prices
for, securities on any national securities exchange or the
over-the-counter market in the United States;
2. a decline in the closing price of a Share of AIMCO's Class A
Common Stock of more than 5.0% from the date of the initial offer
(August 29, 2001);
3. any extraordinary or material adverse change in the financial,
real estate or money markets or major equity security indices in
the United States such that there shall have occurred at least a
25 basis point increase in LIBOR, or at least a 5.0% decrease in
the price of the 10-year Treasury Bond or the 30-year Treasury
Bond, or at least a 5.0% decrease in the S&P 500 Index or the
Morgan Stanley REIT Index, in each case from the date of the
initial offer (August 29, 2001); or
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4. a commencement of a war, conflict, armed hostilities or other
national or international calamity directly or indirectly
involving the United States, not existing as of the date of the
initial offer (August 29, 2001).
The terrorist attacks in New York and Washington, DC on September 11, 2001 and
related events, including the subsequent closing of the markets in the United
States and the significant decline in market indices when trading resumed on
September 17, 2001, triggered the conditions set forth above. Despite these
events, we have decided to waive each of these conditions and are hereby
notifying you of our waiver so that we may proceed with our offer, as extended.
ADDITIONAL CONDITIONS
Please be aware, however, that our offer remains subject to each and every
condition in the offer to purchase that we have not specifically waived as set
forth above, and to each of the following new conditions:
Notwithstanding any other provisions of our offer, we will not be required to
accept for payment and pay for any units tendered pursuant to our offer, may
postpone the purchase of, and payment for, units tendered, and may terminate or
amend our offer if at any time on or after the date of this supplement and at or
before the expiration of the offer (including any extension thereof), if any of
the following events shall occur or may be reasonably expected to occur:
1. any general suspension of trading in securities on any national
securities exchange or the over-the-counter market in the United
States;
2. the price of a Share of AIMCO's Class A Common Stock on the
closing on the day prior to the date of termination of this offer
will be at least 95.0% of the closing price on the day prior to
the date of this supplement;
3. any extraordinary or material adverse change in the financial,
real estate or money markets or major equity security indices in
the United States such that on the closing on the day prior to
the date of termination of this offer the LIBOR shall not be 25
or more points higher, or the price of the 10-year Treasury Bond
or the 30-year Treasury Bond shall not be 5.0% or more lower, or
the S&P 500 Index or the Morgan Stanley REIT Index shall not be
5.0% or more lower, in each case from the closing on the day
prior to the date of this supplement;
4. a commencement of a war, conflict, armed hostilities or other
national or international calamity directly or indirectly
involving the United States (not existing on the date of this
supplement), or
5. a material acceleration or worsening of a war, conflict or armed
hostilities directly or indirectly involving the United States
existing on the date hereof.
We will advise you promptly upon any triggering of a condition to our offer so
that you will know whether we will waive the condition or terminate the offer.
Our decision to waive or terminate will be made in all cases prior to the
expiration of our offer (including any extension thereof).
POSSIBILITY THAT WE MAY PURCHASE FEWER THAN ALL UNITS TENDERED
In various places in the offer to purchase we state that, upon the terms and
subject to the conditions set forth in the offer to purchase, we will accept
"any and all" units validly tendered in response to our offer. We wish to
emphasize, however, that if our purchase of "any and all" units validly tendered
and not properly withdrawn would result in the partnership having fewer than 300
partners, we will purchase only 99% of the total number of units so tendered by
each limited partner. All references in the offer to purchase to us accepting
"any and all" units shall be deemed qualified by the previous sentence.
STATEMENT REGARDING CONTROL PERSONS
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.
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Because of the remote possibility that under the circumstances described above
we may purchase less than "any and all" units tendered, a subsequent offering
period is not available pursuant to Rule 14d-11 under the Exchange Act. As we
have indicated in our offer to purchase, however, we do not intend to provide a
subsequent offering period even if one were available to us.
DISTRIBUTIONS DURING OUR OFFER
If the partnership distributes cash (or perhaps, although unlikely, assets) to
unit holders during our offer, we will reduce the offer price for each unit by
the per unit amounts distributed by the partnership. If the price is so reduced,
we will extend our offer so that you will have at least ten business days to
consider the amended price, and withdraw your shares, at your option if you
properly notify us. When we accept the units in accordance with the terms of our
offer we will purchase each unit for the offer price less the amount of per unit
distributions during our offer.
Until the units are accepted in our offer, all unit holders will be holders of
record of the units tendered, and will be entitled to the distributions made
while they were record holders. All unit holders will receive the same amount
for any units purchased through our offer. As explained above, if there is a
record date for a distribution prior to our purchase of the units, the price we
will pay will be reduced. If there is a record date for a distribution and you
sell your units to a third party after the record date but before the units are
tendered to us, the person tendering will be paid the reduced price. You, as a
holder of record of the units on the record date for the distribution, will
receive the distribution despite the fact that you would no longer own the
units.
ADDITIONAL INFORMATION
When the partnership shares were originally distributed, the partnership
contemplated holding the assets for the duration of the partnership, set to
expire on December 31, 2035. The partnership has now held these assets for 17
years.
INCORPORATION BY REFERENCE
We hereby incorporate the following documents by reference to the indicated
filings by AIMCO Properties, L.P. with the Securities and Exchange Commission:
1. Quarterly Report of AIMCO Properties, L.P., for the period ending
June 30, 2001 filed on Form 10-Q on August 14, 2001.
2. Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2000 filed on Form 10-K4-5/A on May 1, 2001.
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If you decide to accept our offer, you should compete and sign the enclosed
amended acknowledgment and agreement as instructed in the letter of transmittal
attached as Annex I. The signed acknowledgment and agreement and any other
documents required by the letter of transmittal must be mailed or delivered to
River Oaks Partnership Services, Inc., which is acting as Information Agent in
connection with our offer, at one of its addresses set forth in the letter of
transmittal. If you already submitted an acknowledgment and agreement and do not
wish to withdraw your tender, then we will deem the terms of the amended form of
the acknowledgment and agreement enclosed in this mailing to supersede the terms
of the previously submitted acknowledgment and agreement. (The forms differ only
in that the form enclosed herewith does not request that you acknowledge that
you have "reviewed" the offering material.)
The Acknowledgment and Agreement and any other documents required by
the Letter of Transmittal should be sent or delivered by each unitholder or such
unitholder's broker, dealer, bank, trust company or other nominee to the
Information Agent at one of its addresses set forth below.
THE INFORMATION AGENT FOR THE OFFER IS:
RIVER OAKS PARTNERSHIP SERVICES, INC.
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By Mail: By Overnight Courier: By Hand:
P.O. Box 2065 111 Commerce Road 111 Commerce Road
S. Hackensack, N.J. 07606-2065 Carlstadt, N.J. 07072 Carlstadt, N.J. 07072
Attn.: Reorganization Dept. Attn.: Reorganization Dept.
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For information, please call:
TOLL FREE: (888) 349-2005