SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MCCOMBS REALTY PARTNERS
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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 of Securities)
NONE
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(CUSIP Number of Class of Securities)
Patrick J. Foye
Executive Vice President
Apartment Investment and Management Company
4582 South Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8081
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(Name Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies 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
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$73,550 $5.95
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* For purposes of calculating the fee only. This amount assumes the
purchase of 7,355 units of limited partnership interest of McCombs
Realty Partners for $10.00 per unit. The amount of the filing fee,
calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
under the Securities Exchange Act of 1934, as amended, equals $80.90
per $1,000,000 of the maximum aggregate offering price.
[ ] 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:
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Form or Registration No.: Date Filed:
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[ ] 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 ("AIMCO Properties"),
to purchase units of limited partnership interest of McCombs Realty Partners, a
California limited partnership, at a price of $10.00 per unit in cash, subject
to the conditions set forth in the Offer to Purchase, dated December 3, 2003
(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 are filed with this
Schedule TO as Exhibits (a)(1), (a)(2) and (a)(3), respectively. The item
numbers and responses thereto below are provided in accordance with the
requirements of Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "SUMMARY TERM SHEET" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth under "THE OFFER--Section 13. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference. The Partnership's principal executive offices
are located at 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina
29602, and its phone number is (864) 239-1000.
(b)-(c) The information set forth under "THE OFFER--Section 13. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) - (c) This Schedule TO is being filed by AIMCO Properties.
AIMCO-GP, Inc., a Delaware corporation ("AIMCO-GP"), is the general partner of
AIMCO Properties and a wholly owned subsidiary of Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"). The principal business of
AIMCO, AIMCO-GP and AIMCO Properties is the ownership, acquisition, development,
expansion and management of multi-family apartment properties. The business
address of AIMCO Properties is 4582 South Ulster Street Parkway, Suite 1100,
Denver, Colorado 80237, and its telephone number is (303) 757-8101.
The information set forth under "THE OFFER--Section 8. Information
Concerning Us and Certain of Our Affiliates" in the Offer to Purchase is
incorporated herein by reference.
During the past five years, none of AIMCO, AIMCO-GP or AIMCO
Properties, nor, to the best of their knowledge, any of the persons listed in
Annex I to the Offer to Purchase (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors),
or (ii) was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth under "SUMMARY TERM SHEET" and "THE
OFFER" in the Offer to Purchase and the information set forth in the related
Letter of Transmittal and Acknowledgement and Agreement is incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) and (b) The information set forth under "SUMMARY TERM
SHEET--Conflicts of Interest," "THE OFFER--Section 9. Background and Reasons for
the Offer" and "THE OFFER--Section 11. Conflicts of Interest and Transactions
with Affiliates" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1) - (7) The information set forth under "SUMMARY TERM
SHEET--The Offer, "THE OFFER--Section 9. Background and Reasons for the Offer"
and "THE OFFER--Section 12. Future Plans of the Purchaser" in the Offer to
Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a), (b) and (d) The information set forth under "SUMMARY TERM
SHEET--Availability of Funds," "THE OFFER--Section 15. Source of Funds" and "THE
OFFER--Section 19. Fees and Expenses" in the Offer to Purchase is incorporated
herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under "THE OFFER--Section 13. Certain
Information Concerning Your Partnership" in the Offer to Purchase is
incorporated herein by reference.
(b) Not applicable.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth under "THE OFFER--Section 19. Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The financial statements included in AIMCO Properties' Annual
Report on Form 10-K for the year ended December 31, 2002, which are listed on
the Index to Financial Statements on page F-1 of such report, and the unaudited
financial statements for the quarters ended September 30, 2003 and September 30,
2002 set forth in Part I, Item 1 of AIMCO Properties' Quarterly Report on Form
10-Q for the quarter ended September 30, 2003, are incorporated herein by
reference. Such reports may be inspected at the Securities and Exchange
Commission's (the "Commission") public reference room in Washington, D.C.,
located at 450 5th Street, N.W., Room 1024, Washington, D.C. 20549, telephone
1-800-SEC-0330. A copy of the report can be also obtained from the Commission's
web site at www.sec.gov.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Offer to Purchase and in the related
Letter of Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase limited partnership units of McCombs Realty
Partners, dated December 3, 2003.
(a)(2) Letter of Transmittal and related instructions, dated December 3,
2003 (included as Annex II to the Offer to Purchase attached as
Exhibit (a)(1) hereto).
(a)(3) Acknowledgement and Agreement, dated December 3, 2003.
(a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the limited
partners of McCombs Realty Partners.
(a)(5) Annual Report of AIMCO Properties for the year ended December 31,
2002 filed with the Commission on Form 10-K on March 25, 2003 is
incorporated herein by reference.
(a)(6) Quarterly Report of AIMCO Properties for the quarter ended September
30, 2003 filed with the Commission on Form 10-Q on November 14, 2003
is incorporated herein by reference.
(b)(1) Fifth Amended and Restated Credit Agreement, dated as of February 14,
2003, by and among AIMCO, AIMCO Properties, AIMCO/Bethesda Holdings,
Inc., NHP Management Company, Bank of America, N.A., and each lender
from time to time party thereto (Exhibit 10.35.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended December 31, 2002 is
incorporated herein by reference).
(b)(2) Form of First Amendment to Fifth Amended and Restated Credit
Agreement, dated as of May 9, 2003, 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 10.1 to AIMCO's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2003 is
incorporated herein by this reference).
(b)(3) Form of Third Amendment to Fifth Amended and Restated Credit
Agreement, dated as of September 30, 2003, 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
September 30, 2003 is incorporated herein by this reference).
(d) Not applicable.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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: December 3, 2003
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
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(General Partner)
By: /s/ Patrick J. Foye
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Executive Vice President
EXHIBIT INDEX
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<Caption>
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase limited partnership units of McCombs Realty
Partners, dated December 3, 2003.
(a)(2) Letter of Transmittal and related instructions, dated December 3,
2003 (included as Annex II to the Offer to Purchase attached as
Exhibit (a)(1) hereto).
(a)(3) Acknowledgement and Agreement, dated December 3, 2003.
(a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the
limited partners of McCombs Realty Partners.
(a)(5) Annual Report of AIMCO Properties for the year ended December 31,
2002 filed with the Commission on Form 10-K on March 25, 2003 is
incorporated herein by reference.
(a)(6) Quarterly Report of AIMCO Properties for the quarter ended
September 30, 2003 filed with the Commission on Form 10-Q on
November 14, 2003 is incorporated herein by reference.
(b)(1) Fifth Amended and Restated Credit Agreement, dated as of February
14, 2003, by and among AIMCO, AIMCO Properties, AIMCO/Bethesda
Holdings, Inc., NHP Management Company, Bank of America, N.A., and
each lender from time to time party thereto (Exhibit 10.35.2 to
AIMCO's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 is incorporated herein by reference).
(b)(2) Form of First Amendment to Fifth Amended and Restated Credit
Agreement, dated as of May 9, 2003, 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 10.1 to
AIMCO's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2003 is incorporated herein by this
reference).
(b)(3) Form of Third Amendment to Fifth Amended and Restated Credit
Agreement, dated as of September 30, 2003, 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 September 30, 2003 is incorporated herein by this
reference).
(d) Not applicable.
(g) None.
(h) None.
</Table>