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
VMS National Properties Joint Venture
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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))
Limited Partnership Units
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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
---------------------- --------------------
$859,539 $171.91
</Table>
* For purposes of calculating the fee only. This amount assumes the purchase
of 570 units of limited partnership interest of VMS National Residential
Portfolio I for $1,082 per unit and 225.44 units of limited partnership
interest of VMS National Residential Portfolio II for $1,077 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:
----------
[ ] 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: [ ]
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 outstanding
units of limited partnership interest of VMS National Residential Portfolio I
("Portfolio I") and VMS National Residential Portfolio II ("Portfolio II") (both
participants in VMS National Properties Joint Venture and Illinois limited
partnerships), at a price of $1,082 per unit and $1,077 per unit, respectively,
subject to the conditions set forth in the Offer to Purchase dated October 18,
2001, and in the related Letters of Transmittal and Acknowledgment and
Agreements, which, as amended and supplemented from time to time, together
constitute the tender offer. VMS National Properties Joint Venture is also an
Illinois limited partnership. Copies of the Offers to Purchase, Letters of
Transmittal and Acknowledgment and Agreements are filed with this Schedule TO as
Exhibits 1, 2 and 3, respectively.
The information in Exhibits 1-3, 5, 6 and 7 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(a) Portfolio I: Offer to Purchase, dated October 18, 2001.
1(b) Portfolio II: Offer to Purchase, dated October 18, 2001.
2(a) Portfolio I: Letter of Transmittal and related instructions
(included as Annex II to the Offer to Purchase attached as
Exhibit (1)(a)).
2(b) Portfolio II: Letter of Transmittal and related instructions
(included as Annex II to the Offer to Purchase attached as
Exhibit (1)(b)).
3(a) Portfolio I: Acknowledgement and Agreement dated October 18,
2001.
3(b) Portfolio II: Acknowledgement and Agreement dated October 18,
2001.
4(a) Letter, dated October 18, 2001 from AIMCO Properties, L.P. to
the limited partners of Portfolio I.
4(b) Letter, dated October 18, 2001 from AIMCO Properties, L.P. to
the limited partners of Portfolio II.
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 Quarterly Report of AIMCO Properties, L.P., for the period
ending June 30, 2001 filed on Form 10-Q on August 14, 2001,
incorporated herein by this reference.
7 Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2000 filed on Form 10-K405/A on May 1, 2001,
incorporated herein by this reference.
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: October 18, 2001.
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, 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
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1(a) Portfolio I: Offer to Purchase, dated October 18, 2001.
1(b) Portfolio II: Offer to Purchase dated October 18, 2001.
2(a) Portfolio I: Letter of Transmittal and related Instructions
(included as Annex II to the Offer to Purchase attached as
Exhibit (1)(a)).
2(b) Portfolio II: Letter of Transmittal and related Instructions
(included as Annex II to the Offer to Purchase attached as
Exhibit (1)(b)).
3(a) Portfolio I: Acknowledgement and Agreement dated October 18,
2001.
3(b) Portfolio II: Acknowledgement and Agreement dated October 18,
2001.
4(a) Letter, dated October 18, 2001, from AIMCO Properties, L.P. to
the limited partners of the Partnership, Portfolio I.
4(b) Letter, dated October 18, 2001, from AIMCO Properties, L.P. to
the limited partners of the Partnership, Portfolio II.
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 Quarterly Report of AIMCO Properties, L.P., for the period
ending June 30, 2001 filed on Form 10-Q on August 14, 2001.
7 Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2000 filed on Form 10-K405/A on May 1, 2001.
</Table>