SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II
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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)
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)
Copies to:
Gregory M. Chait
M. Todd Wade
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF FILING FEE
<Table>
<Caption>
Transaction Valuation* Amount of Filing Fee
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$1,122,091.80 $142.17
</Table>
* For purposes of calculating the fee only. This amount assumes the
purchase of 16,262.2 units of limited partnership interest of Drexel
Burnham Lambert Real Estate Associates II for $69.00 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 $126.70 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:
[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 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 Drexel Burnham Lambert Real
Estate Associates II, a New York limited partnership, at a price of $69.00 per
unit in cash, subject to the conditions set forth in the Offer to Purchase,
dated March 4, 2004 (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) - (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") and the general partner of
AIMCO Properties, and Apartment Investment and Management Company, a Maryland
corporation ("AIMCO"). AIMCO-GP is a wholly owned subsidiary of 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 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--Certain Information
Concerning Your Partnership" in the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth under "THE OFFER--Section 9. Background
and Reasons for the Offer" in the Offer to Purchase is incorporated herein by
reference.
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 fiscal 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 nine months ended September 30, 2003 and
September 30, 2002 set forth in Part I, Item 1 of AIMCO
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Properties' Quarterly Report on Form 10-Q for the quarterly period 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 Drexel Burnham
Lambert Real Estate Associates II, dated March 4, 2004.
(a)(2) Letter of Transmittal and related instructions, dated March 4,
2004 (included as Annex II to the Offer to Purchase attached
as Exhibit (a)(1)).
(a)(3) Acknowledgement and Agreement, dated March 4, 2004.
(a)(4) Letter, dated March 4, 2004, from AIMCO Properties to the
limited partners of Drexel Burnham Lambert Real Estate
Associates II.
(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 quarterly period
ended September 30, 2003 filed 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) Third Amendment, dated as of February 14, 2003, to the Interim
Credit Agreement, dated as of March 11, 2002, by and among
AIMCO Properties, NHP Management Company, AIMCO, Lehman
Commercial Paper, Inc., Lehman Brothers, Inc., and each lender
from time to time party thereto (Exhibit 10.38.2 to AIMCO's
Annual Report on Form 10-K for the fiscal year ended December
31, 2002 is incorporated herein by reference).
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(b)(3) Second Amendment, dated as of August 2, 2002, to the Interim
Credit Agreement, dated as of March 11, 2002, by and among
AIMCO Properties, NHP Management Company, AIMCO, Lehman
Commercial Paper Inc., Lehman Brothers Inc., and each lender
from time to time party thereto (Exhibit 10.3 to AIMCO's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2002 is incorporated herein by reference).
(b)(4) Interim Credit Agreement, dated as of March 11, 2002, by and
among AIMCO, AIMCO Properties, NHP Management Company, Lehman
Commercial Paper, Inc., and the other financial institutions
party thereto (Exhibit 10.32 to AIMCO's Annual Report on Form
10-K for the year ended December 31, 2001, is incorporated
herein by reference).
(d) Not applicable.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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: March 4, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
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(General Partner)
By: /s/ Martha L. Long
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Senior Vice President
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
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(a)(1) Offer to Purchase limited partnership units of Drexel
Burnham Lambert Real Estate Associates II, dated
March 4, 2004.
(a)(2) Letter of Transmittal and related instructions, dated
March 4, 2004 (included as Annex II to the Offer to
Purchase attached as Exhibit (a)(1)).
(a)(3) Acknowledgement and Agreement, March 4, 2004.
(a)(4) Letter, dated March 4, 2004, from AIMCO Properties to
the limited partners of Drexel Burnham Lambert Real
Estate Associates II.
(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
quarterly period ended September 30, 2003 filed 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) Third Amendment, dated as of February 14, 2003, to
the Interim Credit Agreement, dated as of March 11,
2002, by and among AIMCO Properties, NHP Management
Company, AIMCO, Lehman Commercial Paper, Inc., Lehman
Brothers, Inc., and each lender from time to time
party thereto (Exhibit 10.38.2 to AIMCO's Annual
Report on Form 10-K for the fiscal year ended
December 31, 2002 is incorporated herein by
reference).
(b)(3) Second Amendment, dated as of August 2, 2002, to the
Interim Credit Agreement, dated as of March 11, 2002,
by and among AIMCO Properties, NHP Management
Company, AIMCO, Lehman Commercial Paper Inc., Lehman
Brothers Inc., and each lender from time to time
party thereto (Exhibit 10.3 to AIMCO's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 2002 is incorporated herein by reference).
(b)(4) Interim Credit Agreement, dated as of March 11, 2002,
by and among AIMCO, AIMCO Properties, NHP Management
Company, Lehman Commercial Paper, Inc., and the other
financial institutions party thereto
</Table>
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<Table>
(Exhibit 10.32 to AIMCO's Annual Report on Form 10-K
for the year ended December 31, 2001, is incorporated
herein by reference).
(d) Not applicable.
(g) None.
(h) None.
</Table>
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