SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
Davidson Diversified Real Estate II, L.P.
- --------------------------------------------------------------------------------
(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
Apartment Investment and Management Company
AIMCO-GP, Inc.
Davidson Diversified Properties, Inc.
- --------------------------------------------------------------------------------
(Names of Filing Persons -- Offerors)
Limited Partnership Units
- --------------------------------------------------------------------------------
(Title of Class Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class Securities)
Martha L. Long
Apartment Investment and Management Company
4582 Ulster Street Parkway, Suite 1100
Denver, Colorado 80237
(303) 757-8101
- --------------------------------------------------------------------------------
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to:
Joseph A. Coco
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
and
Jonathan L. Friedman
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
Calculation of Filing Fee
<Table>
<Caption>
Transaction valuation* Amount of filing fee
- ---------------------- --------------------
$2,480,132.72 $314.23
</Table>
1
* For purposes of calculating the fee only. This amount assumes the
purchase of 604 units of limited partnership interest of the
subject partnership for $4,106.18 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 million of the aggregate amount of cash offered by the
bidder.
[ ] 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 subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[X] going-private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
2
SCHEDULE TO
This Tender Offer Statement and Rule 13e-3 Transaction Statement on
Schedule TO (the "Schedule TO") relates to the offer by AIMCO Properties, L.P.,
a Delaware limited partnership, to purchase units of limited partnership
interest ("Units") of Davidson Diversified Real Estate II, L.P., a Delaware
limited partnership (the "Partnership"), at a price of $4,106.18 per unit in
cash, subject to the conditions set forth in the Offer to Purchase dated June
14, 2004, and in the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"). Copies of the
Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO
as Exhibits (a)(1) and (a)(2), respectively. The item numbers and responses
thereto below are in accordance with the requirements of Schedule TO. Unless
defined herein, capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Offer.
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 Litigation Settlement Offer -
Section 15. 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) This Schedule TO relates to the units of limited partnership
interest of Davidson Diversified Real Estate II, L.P., of which 1,224.25 units
were issued and outstanding as of March 31, 2004.
(c) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Schedule TO is being filed by Apartment Investment and
Management Company, a Maryland corporation ("AIMCO"), AIMCO Properties, L.P., a
Delaware limited partnership ("AIMCO OP"), AIMCO-GP, Inc., a Delaware
corporation ("AIMCO-GP"), and Davidson Diversified Properties Inc., a Tennessee
Corporation ("Davidson Diversified"). AIMCO-GP is the general partner of AIMCO
OP and a wholly owned subsidiary of AIMCO. Davidson Diversified is the managing
general partner of the Partnership and a wholly owned subsidiary of AIMCO. The
principal business of AIMCO, AIMCO-GP, and AIMCO OP is the ownership,
acquisition, development, expansion and management of multi-family apartment
properties. The business address of AIMCO, AIMCO-GP and AIMCO OP is 4582 Ulster
Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number
is (303) 757-8101. The principal address of Davidson Diversified is 55 Beattie
Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is
(864) 239-1000.
The information set forth under "The Litigation Settlement Offer -
Section 15. Information Concerning Us and Certain of Our Affiliates" and Annex I
of the Offer to Purchase is incorporated herein by reference.
During the last five years, none of AIMCO, AIMCO-GP, AIMCO OP or
Davidson Diversified 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 further violations of or prohibiting activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
3
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Offer to Purchase and 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 "The Litigation Settlement
Offer - Section 8. Valuation of Units - Prior Tender Offers," "- Section 9. The
Lawsuit and the Settlement," "- Section 11. Background and Reasons for the
Offer" and "- Section 13. 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 "The Litigation
Settlement Offer - Section 7. Effects of the Offer," "- Section 9. The Lawsuit
and the Settlement," "- Section 11. Background and Reasons for the Offer" and "-
Section 14. 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 "The Litigation
Settlement Offer - Section 9. The Lawsuit and the Settlement - The Settlement of
the Nuanes and Heller Complaints," "- Section 17. Source of Funds" and "-
Section 21. Fees and Expenses" in the Offer to Purchase is incorporated herein
by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth under "The Litigation Settlement Offer -
Section 15. Certain Information Concerning Your Partnership - Beneficial
Ownership of Interests in Your Partnership" in the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth under "The Litigation Settlement Offer -
Section 20. Certain Legal Matters" in the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth in the Offer to Purchase and in the
related Letter of Transmittal is incorporated herein by reference.
4
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated June 14, 2004.
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter from AIMCO OP to the Limited Partners of David
Diversified Real Estate II, L.P.
(a)(4) Solicitation/Recommendation Statement on Schedule 14d-9, filed
by Consolidated Capital Institutional Properties 2 with the
Securities and Exchange Commission on June 14, 2004
(incorporated herein by reference).
(b) Fourth Amended and Restated Credit Agreement among AIMCO,
AIMCO OP, AIMCO/Bethesda Holdings, Inc., and NHP Management
Company, Bank of America, N.A., Fleet National Bank, First Union
National Bank, and the other financial institutions party
thereto, dated as of March 11, 2002 (Exhibit 10.29 to AIMCO's
Annual Report on Form 10-K for the year ended December 31, 2001,
is incorporated herein by reference).
(c)(1) Appraisal of Big Walnut
(c)(2) Appriasal of Reflections
(c)(3) Appraisal of The Trails
(d) Not applicable.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
ITEM 2. SUBJECT COMPANY INFORMATION.
(d) The information set forth under "The Litigation Settlement
Offer - Section 15. Certain Information Concerning Your Partnership -
Distributions" in the Offer to Purchase is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Prior Tender Offers" in the
Offer to Purchase is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(c) The information set forth under "The Litigation Settlement
Offer - Section 11. Background and Reasons for the Offer" and "-
Section 9. The Lawsuit and the Settlement" of the Revised Litigation
Settlement Offer is incorporated herein by reference.
(d)-(e) The information set forth under "The Litigation
Settlement Offer - Section 18. Dissenters' Rights" in the Revised
Litigation Settlement Offer is incorporated herein by reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(c) The information set forth under "The Litigation Settlement
Offer - Section 11. Background and Reasons for the Offer" and "-
Section 9. The Lawsuit and the Settlement" in the Revised Litigation
Settlement Offer is incorporated herein by reference.
(e) Not applicable.
5
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) See Item 6 of the Schedule TO.
(c)(8) The information set forth under "The Litigation
Settlement Offer - Section 7. Effects of the Offer" of the Offer to
Purchase is incorporated herein by reference
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under "The Litigation Settlement
Offer - Section 9. The Lawsuit and the Settlement - The Settlement of
the Nuanes and Heller Complaints" and "- Section 11. Background and
Reasons for the Offer - Settlement of Class Action" in the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth under "The Litigation Settlement
Offer - Section 9. The Lawsuit and the Settlement - The Settlement of
the Nuanes and Heller Complaints," "- Section 11. Background and
Reasons for the Offer - Alternatives Considered by Your General
Partner" and "- Section 11. Background and Reasons for the Offer -
Alternative Transactions Considered by Us" in the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth under "The Litigation Settlement
Offer - Section 11. Background and Reasons for the Offer" of the
Offer to Purchase is incorporated herein by reference.
(d) The information set forth under "The Litigation Settlement
Offer - Section 6. Material Federal Income Tax Matters" and "- Section
7. Effects of the Offer" of the Offer to Purchase is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(f) The information set forth under "The Litigation
Settlement Offer - Section 12. Position of the General Partner of Your
Partnership with Respect to the Offer" of the Offer to Purchase is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Estimated Liquidation Proceeds
Based on Independent Appraisal" and "- Section 12. Position of the
General Partner of Your Partnership with Respect to the Offer" of the
Offer to Purchase is incorporated herein by reference.
(b) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Estimated Liquidation Proceeds
Based on Independent Appraisal" of the Offer to Purchase is
incorporated herein by reference.
(c) The information set forth under "The Litigation Settlement
Offer - Section 8. Valuation of Units - Estimated Liquidation Proceeds
Based on Independent Appraisal - Availability of Appraisal Reports" of
the Offer to Purchase is incorporated herein by reference.
6
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(c) See Item 7 of the Schedule TO.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d)-(e) The information set forth under "The Litigation
Settlement Offer - Section 12. Position of the General Partner of Your
Partnership with Respect to the Offer" of the Offer to Purchase is
incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
The information set forth under "The Litigation Settlement
Offer - Section 15. Certain Information Concerning Your Partnership" of
the Offer to Purchase, Item 7 of Part II of the Partnership's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2003 and
Item 1 of Part I of the Partnership's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2004 is incorporated herein by
reference.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(b) Not applicable.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information set forth under the Offer to Purchase
and the related Letter of Transmittal is incorporated
herein by reference.
ITEM 16. EXHIBITS.
(f) Not applicable.
7
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
the undersigned hereby certify that the information set forth in this statement
is true, complete and correct.
Date: June 14, 2004
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, INC.
Its General Partner
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
AIMCO-GP, INC.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
DAVIDSON DIVERSIFIED PROPERTIES, INC.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
8
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(1) Offer to Purchase dated June 14, 2004
(a)(2) Letter of Transmittal and related Instructions.
(a)(3) Letter from AIMCO OP to the Limited Partners of Davidson
Diversified Real Estate II, L.P.
(a)(4) Solicitation/Recommendation Statement on Schedule 14d-9, filed
by Consolidated Capital Institutional Properties 2 with the
Securities and Exchange Commission on June 14, 2004
(incorporated herein by reference).
(b) Fourth Amended and Restated Credit Agreement among AIMCO,
AIMCO OP, AIMCO/Bethesda Holdings, Inc., and NHP Management
Company, Bank of America, N.A., Fleet National Bank, First Union
National Bank, and the other financial institutions party
thereto, dated as of March 11, 2002 (Exhibit 10.29 to AIMCO's
Annual Report on Form 10-K for the year ended December 31, 2001,
is incorporated herein by reference).
(c)(1) Appraisal of Big Walnut
(c)(2) Appraisal of Reflections
(c)(3) Appraisal of The Trails
</Table>