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. 4)
U.S. REALTY PARTNERS LIMITED PARTNERSHIP
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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)
DEPOSITARY UNIT CERTIFICATES
- --------------------------------------------------------------------------------
(Title of Class of Securities)
NONE
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(CUSIP Number of Class of Securities)
Martha J. Long
Senior 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
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**
---------------------- ----------------------
$1,063,330.35 $86.02
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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:
[X] third-party tender offer [ ] going-private transaction subject
subject to Rule 14d-1. to Rule 13e-3.
[ ] issuer tender offer subject [ ] amendment to Schedule 13D under
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:
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 depositary unit
certificates ("Units") of U.S. Realty Partners Limited Partnership, a Delaware
limited partnership, at a price of $2.35 per unit in cash, subject to the
conditions set forth in the amended and restated Offer to Purchase, dated
December 16, 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 February 13, 2004, AIMCO Properties announced that it was extending
the expiration date of the offer from midnight New York time on February 13,
2004, to midnight New York time February 27, 2004. A copy of that press release
extending the offer is filed with this Schedule TO as Exhibit (a)(13).
This Amendment No. 4 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 February 13, 2004, AIMCO Properties announced that it was extending
the expiration date of the offer from midnight New York time on February 13,
2004, to midnight New York time February 27, 2004. A copy of that press release
extending the offer is filed with this Schedule TO as Exhibit (a)(13). 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 Units of U.S. Realty Partners Limited Partnership,
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 holders of
Units of U.S. Realty Partners Limited Partnership. (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 Units of U.S. Realty Partners
Limited Partnership, dated December 16, 2003. (Previously filed)
(a)(8) Amended and Restated Letter of Transmittal and related instructions,
dated December 16, 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 16,
2003. (Previously filed)
(a)(10) Letter, dated December 16, 2003, from AIMCO Properties to the holders
of Units of U.S. Realty Partners Limited Partnership. (Previously
filed)
(a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the holders of
Units of U.S. Realty Partners Limited Partnership. (Previously filed)
(a)(12) Press Release of January 30, 2004. (Previously filed)
(a)(13) Press Release of February 13, 2004.
(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,
2
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.
3
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: February 13, 2004
AIMCO PROPERTIES, L.P.
By: /s/ Martha J. Long
------------------------------------
Senior Vice President
AIMCO-GP, INC.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Martha J. Long
------------------------------------
Senior Vice President of each of the
foregoing entities
4
EXHIBIT INDEX
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<Caption>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Offer to Purchase Units of U.S. Realty Partners Limited
Partnership, 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
holders of Units of U.S. Realty Partners Limited Partnership.
(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 Units of U.S. Realty
Partners Limited Partnership, dated December 16, 2003.
(Previously filed)
(a)(8) Amended and Restated Letter of Transmittal and related
instructions, dated December 16, 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 16, 2003. (Previously filed)
(a)(10) Letter, dated December 16, 2003, from AIMCO Properties to the
holders of Units of U.S. Realty Partners Limited Partnership.
(Previously filed)
(a)(11) Letter, dated January 15, 2004, from AIMCO Properties to the
holders of Units of U.S. Realty Partners Limited Partnership.
(Previously filed)
(a)(12) Press Release of January 30, 2004. (Previously filed)
(a)(13) Press Release of February 13, 2004.
(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
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<Table>
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.
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