SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------------------------
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
REAL ESTATE ASSOCIATES LIMITED II
(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., Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
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<Caption>
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$311,688.00 $28.68
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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 amendment amends the Tender Offer Statement on Schedule TO filed
by AIMCO Properties, L.P., a Delaware limited partnership ("AIMCO Properties"),
in connection with its tender offer to purchase outstanding units of limited
partnership interest of Real Estate Associates Limited II, a California limited
partnership, at a price of $117.00 per unit in cash, subject to the conditions
set forth in the Offer to Purchase, dated September 16, 2002 (the "Offer to
Purchase"), 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 have been filed as exhibits this
Schedule TO. The item numbers and responses thereto below are in accordance with
the requirements of Schedule TO.
This Amendment No. 2 amends Items 4, 11 and 12 of the Tender Offer
Statement on Schedule TO, filed previously by AIMCO Properties.
On October 31, 2002, AIMCO Properties mailed a letter to the holders of
units of Real Estate Associates Limited II, announcing that it was extending the
expiration date of the offer from midnight New York time on October 31, 2002, to
midnight New York time on November 11, 2002. A copy of that letter is filed with
this Schedule TO as Exhibit (a)(8).
ITEM 4. TERMS OF THE TRANSACTION.
The expiration date of the offer is midnight New York time on November
11, 2002.
ITEM 11. ADDITIONAL INFORMATION.
Please see the letter, dated October 31, 2002, from AIMCO Properties to
the limited partners of Real Estate Associates Limited II filed as Exhibit
(a)(8).
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase limited partnership units of Real Estate Associates
Limited II, dated September 16, 2002 (previously filed).
(a)(2) Letter of Transmittal and related instructions, dated September 16,
2002 (included as Annex II to the Offer to Purchase attached as Exhibit
(a)(1)).
(a)(3) Acknowledgement and Agreement, dated September 16, 2002 (previously
filed).
(a)(4) Letter, dated September 16, 2002, from AIMCO Properties to the limited
partners of Real Estate Associates Limited II (previously filed).
(a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2001
filed on Form 10-K405 on April 1, 2002 is incorporated herein by
reference.
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(a)(6) Quarterly Report of AIMCO Properties for the period ended June 30, 2002
filed on Form 10-Q on August 14, 2002 is incorporated herein by
reference.
(a)(7) Letter, dated October 11, 2002, from AIMCO Properties to the limited
partners of Real Estate Associates Limited II (previously filed).
(a)(8) Letter, dated October 31, 2002, from AIMCO Properties to the
limited partners of Real Estate Associates Limited II.
(b)(1) Fourth Amended and Restated Credit Agreement, dated as of March 11,
2002, by and among AIMCO Properties, AIMCO/Bethesda Holdings, Inc., NHP
Management Company, Bank of America, N.A., Fleet National Bank, First
Union National Bank, and the other financial institutions party thereto
(Exhibit 10.29 to AIMCO's Annual Report on Form 10-K for the year ended
December 31, 2001 is incorporated herein by reference).
(b)(2) Second Amendment to Fourth Amended and Restated Credit Agreement, dated
as of August 2, 2002, by and among Apartment Investment and Management
Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., NHP
Management Company, Bank of America, N.A. and the Lenders listed
therein (Exhibit 10.2 to AIMCO's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002 is incorporated herein by this
reference).
(d) Not applicable
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 31, 2002
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
----------------------------
Executive Vice President
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EXHIBIT INDEX
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<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(1) Offer to Purchase limited partnership units of Real Estate
Associates Limited II, dated September 16, 2002 (previously
filed).
(a)(2) Letter of Transmittal and related instructions, dated
September 16, 2002 (included as Annex II to the Offer to
Purchase attached as Exhibit (a)(1)).
(a)(3) Acknowledgement and Agreement, dated September 16, 2002
(previously filed).
(a)(4) Letter, dated September 16, 2002, from AIMCO Properties to the
limited partners of Real Estate Associates Limited II
(previously filed).
(a)(5) Annual Report of AIMCO Properties for the year ended December
31, 2001 filed on Form 10-K405 on April 1, 2002 is
incorporated herein by reference.
(a)(6) Quarterly Report of AIMCO Properties for the period ended June
30, 2002 filed on Form 10-Q on August 14, 2002 is incorporated
herein by reference.
(a)(7) Letter, dated October 11, 2002, from AIMCO Properties to the
limited partners of Real Estate Associates Limited II
(previously filed).
(a)(8) Letter, dated October 31, 2002, from AIMCO Properties to the
limited partners of Real Estate Associates Limited II.
(b)(1) Fourth Amended and Restated Credit Agreement, dated as of
March 11, 2002, by and among AIMCO Properties, AIMCO/Bethesda
Holdings, Inc., NHP Management Company, Bank of America, N.A.,
Fleet National Bank, First Union National Bank, and the other
financial institutions party thereto (Exhibit 10.29 to AIMCO's
Annual Report on Form 10-K for the year ended December 31,
2001 is incorporated herein by reference).
(b)(2) Second Amendment to Fourth Amended and Restated Credit
Agreement, dated as of August 2, 2002, by and among Apartment
Investment and Management Company, AIMCO Properties, L.P.,
AIMCO/Bethesda Holdings, Inc., NHP Management Company, Bank of
America, N.A. and the Lenders listed therein (Exhibit 10.2 to
AIMCO's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2002 is incorporated herein by this reference).
(d) Not applicable
(g) None.
(h) None.
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