SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
(Final Amendment)
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
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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., Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
- ---------------------- ----------------------
$311,688.00 $28.68
* 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:
[X] third-party tender offer [ ] going-private transaction
subject to Rule 14d-1. subject to Rule 13e-3.
[ ] issuer tender offer [ ] amendment to Schedule 13D under
subject to Rule 13e-4. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
TENDER OFFER STATEMENT
This is the Final Amendment to the Tender Offer Statement on Schedule
TO filed by AIMCO Properties, L.P., a Delaware limited partnership, 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 , 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.
At midnight, New York City time, on November 11, 2002, the offer
expired pursuant to its terms. A total of 489 units, representing approximately
9.09% of the outstanding units, were validly tendered and not withdrawn pursuant
to the offer. AIMCO Properties, L.P. has accepted an assignment of all of such
units in exchange for a payment of $117.00 per unit.
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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: November 14, 2002
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
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