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. 5)
OXFORD RESIDENTIAL PROPERTIES I LIMITED PARTNERSHIP
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(Name of Subject Company (Issuer))
AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC. - 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)
Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place
Greenville, South Carolina 29601
(864) 239-1000
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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>
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Transaction Valuation* Amount of Filing Fee**
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$2,688,591 $217.51
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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:
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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:
[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
subject to Rule 13e-4. under 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/Bethesda Holdings Acquisitions, Inc., a Delaware corporation
("AIMCO/Bethesda"), in connection with its tender offer to purchase outstanding
units of limited partnership interest of Oxford Residential Properties I Limited
Partnership, a Maryland limited partnership, at a price of $271.00 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 27, 2004, AIMCO/Bethesda announced that it was extending
the expiration date of the offer from midnight New York time on February 27,
2004, to midnight New York time March 19, 2004. A copy of that press release
extending the offer is filed with this Schedule TO as Exhibit (a)(14).
This Amendment No. 5 amends Items 4 and 12 of the Tender Offer
Statement on Schedule TO, filed previously by AIMCO/Bethesda.
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 27, 2004, AIMCO/Bethesda announced that it was extending
the expiration date of the offer from midnight New York time on February 27,
2004, to midnight New York time March 19, 2004. A copy of that press release
extending the offer is filed with this Schedule TO as Exhibit (a)(14).
AIMCO/Bethesda 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 Oxford
Residential Properties I 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/Bethesda to the
limited partners of Oxford Residential Properties I 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 limited partnership
units of Oxford Residential Properties I 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/Bethesda to the
limited partners of Oxford Residential Properties I Limited
Partnership. (Previously filed)
(a)(11) Letter, dated January 15, 2004, from AIMCO/Bethesda to the
limited partners of Oxford Residential Properties I Limited
Partnership. (Previously filed)
(a)(12) Press Release of January 30, 2004. (Previously filed)
(a)(13) Press Release of February 13, 2004. (Previously filed)
(a)(14) Press Release of February 27, 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).
2
(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.
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 27, 2004
AIMCO/BETHESDA HOLDINGS
ACQUISITIONS, INC.
By: /s/ Martha L. Long
---------------------------------
Senior Vice President
4
EXHIBIT INDEX
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<Caption>
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase limited partnership units of Oxford
Residential Properties I 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/Bethesda
to the limited partners of Oxford Residential
Properties I 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 limited
partnership units of Oxford Residential Properties I
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/Bethesda
to the limited partners of Oxford Residential
Properties I Limited Partnership. (Previously filed)
(a)(11) Letter, dated January 15, 2004, from AIMCO/Bethesda
to the limited partners of Oxford Residential
Properties I Limited Partnership. (Previously filed)
(a)(12) Press Release of January 30, 2004. (Previously filed)
(a)(13) Press Release of February 13, 2004. (Previously
filed)
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<Table>
(a)(14) Press Release of February 27, 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, 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>