SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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
- --------------------------------------------------------------------------------
(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
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<Caption>
Transaction Valuation* Amount of Filing Fee**
- ---------------------- ----------------------
$1,592,561.00 $146.52
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* For purposes of calculating the fee only.
** 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:
----------- --------------
[ ] 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.
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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 and 5-8 is incorporated in this
Schedule TO by reference in answer to items 1 through 11 of Schedule TO.
On May 24, 2002, AIMCO Properties, L.P. mailed a letter to the holders
of units of Shelter Properties III. A copy of that letter is filed as Exhibit 8.
Item 12. Exhibits.
1 Offer to Purchase limited partnership units of Shelter Properties III,
dated April 30, 2002. (Previously filed)
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)). (Previously filed.)
3 Acknowledgement and Agreement, dated May 8, 2002. (Previously filed.)
4 Letter, dated May 8, 2002, from AIMCO Properties, L.P., to the limited
partners of Shelter Properties III. (Previously filed.)
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.)
5(d) Third Amended and Restated Credit Agreement (Secured Revolving Credit
Facility), dated as of November 6, 2001, by and among AIMCO Properties,
L.P., AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A., Fleet National Bank, and First Union National Bank.
(Exhibit 10.1 to AIMCO Properties, L.P.'s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, filed on November 14, 2001,
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.
7 Quarterly Report of AIMCO Properties, L.P. for the quarter ended March
31, 2002, filed on Form 10-Q on May 14, 2002, is incorporated herein by
this reference.
8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to the limited
partners of Shelter Properties III.
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 24, 2002
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
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1 Offer to Purchase limited partnership units of Shelter
Properties III, dated May 8, 2002. (Previously filed.)
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. (Previously
filed.)
4 Letter, dated May 8, 2002, from AIMCO Properties, L.P., to the
limited partners of Shelter Properties III. (Previously
filed.)
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.)
5(d) Third Amended and Restated Credit Agreement (Secured Revolving
Credit Facility), dated as of November 6, 2001, by and among
AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP
Management Company, Bank of America, N.A., Fleet National
Bank, and First Union National Bank. (Exhibit 10.1 to AIMCO
Properties, L.P.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001, filed on November 14, 2001,
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.
7 Quarterly Report of AIMCO Properties, L.P. for the quarter
ended March 31, 2002, filed on Form 10-Q on May 14, 2002, is
incorporated herein by this reference.
8 Letter, dated May 24, 2002, from AIMCO Properties, L.P., to
the limited partners of Shelter Properties III.
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