SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SHELTER PROPERTIES III
(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 of Securities)
NONE
(CUSIP Number of Class of 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
Robert Barker
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
$1,592,561.00 $146.52
* For purposes of calculating the fee only. This amount assumes the purchase
of 20,159 units of limited partnership interest of Shelter Properties III for
$79.00. Pursuant to Rule 0-11 under the Exchange Act of 1934, the filing fee
equals $92 per $1,000,000 (prorated for amounts less than $1,000,000). The
filing fee is calculated by multiplying the aggregate offering amount by
...000092.
[ ] 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:
[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.
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 Shelter Properties III, a South
Carolina limited partnership, at a price of $79.00 per unit in cash, subject to
the conditions set forth in the Offer to Purchase, dated May 8, 2002, 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, Letter of Transmittal and Acknowledgment
and Agreement 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.
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Item 12. Exhibits.
1 Offer to Purchase limited partnership units of Shelter Properties III,
dated April 30, 2002.
2 Letter of Transmittal and related instructions, dated May 8, 2002
(included as Annex II to the Offer to Purchase attached as Exhibit
(1)(a)).
3 Acknowledgement and Agreement, dated May 8, 2002.
4 Letter, dated May 8, 2002, from AIMCO Properties, L.P., to the limited
partners of Shelter Properties III.
5 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 Quarterly Report on Form 10-Q for quarter ended
March 31, 2000 is incorporated herein by this reference.)
6 Annual Report of AIMCO Properties, L.P. for the year ended December 31,
2001 filed on Form 10-K405 on March 20, 2002, 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: May 8, 2002
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
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Offer to Purchase limited partnership units of Shelter
Properties III, dated May 8, 2002.
2 Letter of Transmittal and related instructions, dated May 8,
2002 (included as Annex II to the Offer to Purchase attached
as Exhibit (1)(a)).
3 Acknowledgement and Agreement, dated May 8, 2002.
4 Letter, dated May 8, 2002, from AIMCO Properties, L.P., to the
limited partners of Shelter Properties III.
5 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
Quarterly Report on Form 10-Q for quarter ended March 31, 2000
is incorporated herein by this reference.)
6 Annual Report of AIMCO Properties, L.P. for the year ended
December 31, 2001 filed on Form 10-K405 on March 20, 2002,
incorporated herein by this reference.