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)
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)
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
<Table>
<Caption>
Transaction Valuation* Amount of Filing Fee**
---------------------- ----------------------
$73,550 $5.95
</Table>
* 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
subject to Rule 14d-1. 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: [ ]
1
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 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 amended and restated Offer to Purchase, dated December 17, 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)(7), (a)(8) and (a)(9), respectively. The item
numbers and responses thereto below are in accordance with the requirements of
Schedule TO.
On January 15, 2004, AIMCO Properties mailed a letter to the holders of
units of McCombs Realty Partners, announcing that it was extending the
expiration date of the offer from midnight New York time on January 16, 2004, to
midnight New York time January 30, 2004. A copy of that letter is filed with
this Schedule TO as Exhibit (a)(11).
This Amendment No. 2 amends Items 4 and 12 of the Tender Offer
Statement on Schedule TO, filed previously by AIMCO Properties.
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 is incorporated herein by reference.
On January 15, 2004, AIMCO Properties announced that it was extending
the offer period until midnight New York time, on January 30, 2004, and mailed a
letter to each holder of units in McCombs Realty Partners, a copy of which is
attached hereto as Exhibit (a)(11). AIMCO Properties reserves the right to
further extend the offer, to amend the offer or to terminate the offer, in each
case in its discretion and in accordance with the terms of the Offer to
Purchase, as amended.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase limited partnership units of McCombs Realty Partners,
dated December 3, 2003. (Previously filed)
(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)).
(a)(3) Acknowledgement and Agreement, dated December 3, 2003. (Previously
filed)
1
(a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the limited
partners of McCombs Realty Partners. (Previously filed)
(a)(5) Annual Report of AIMCO Properties for the year ended December 31, 2002
filed 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.
(a)(7) Amended and Restated Offer to Purchase limited partnership units of
McCombs Realty Partners, dated December 17, 2003. (Previously filed)
(a)(8) Amended and Restated Letter of Transmittal and related instructions,
dated December 17, 2003 (included as Annex II to the Offer to Purchase
attached as Exhibit (a)(7)).
(a)(9) Amended and Restated Acknowledgement and Agreement, dated December 17,
2003. (Previously filed)
(a)(10) Letter, dated December 17, 2003, from AIMCO Properties to the limited
partners of McCombs Realty Partners. (Previously filed)
(a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the limited
partners of McCombs Realty Partners.
(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.
2
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: January 15, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
---------------------------
General Partner
AIMCO-GP, INC.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Patrick J. Foye
---------------------------
Executive Vice President of
each of the foregoing
entities
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase limited partnership units of McCombs Realty
Partners, dated December 3, 2003. (Previously filed)
(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)).
(a)(3) Acknowledgement and Agreement, dated December 3, 2003.
(Previously filed)
(a)(4) Letter, dated December 3, 2003, from AIMCO Properties to the
limited partners of McCombs Realty Partners. (Previously
filed)
(a)(5) Annual Report of AIMCO Properties for the year ended December
31, 2002 filed 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.
(a)(7) Amended and Restated Offer to Purchase limited partnership
units of McCombs Realty Partners, dated December 17, 2003.
(Previously filed)
(a)(8) Amended and Restated Letter of Transmittal and related
instructions, dated December 17, 2003 (included as Annex II to
the Offer to Purchase attached as Exhibit (a)(7)).
(a)(9) Amended and Restated Acknowledgement and Agreement, dated
December 17, 2003. (Previously filed)
(a)(10) Letter, dated December 17, 2003, from AIMCO Properties to the
limited partners of McCombs Realty Partners. (Previously
filed)
(a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the
limited partners of McCombs Realty Partners.
(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.