SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
National Property Investors 7
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(Name of Subject Company (Issuer)
AIMCO Properties, L.P. -- Offeror
Apartment Investment and Management Company
AIMCO-GP, Inc.
NPI Equity Investments, Inc.
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(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
- ---------------------- --------------------
$759,787.78 $96.27
</Table>
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* For purposes of calculating the fee only. This amount assumes the
purchase of 18,867.34 units of limited partnership interest of the
subject partnership for $40.27 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.
[X] 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: $96.27 Filing Party: AIMCO Properties, L.P.
Form or Registration No.: Schedule TO Date Filed: June 14, 2004
[ ] 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: [ ]
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AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer
Statement and Rule 13e-3 Transaction Statement on Schedule TO (the "Schedule
TO") relating to the offer by AIMCO Properties, L.P., a Delaware limited
partnership, to purchase units of limited partnership interest ("Units") of
National Property Investors 7, a California limited partnership (the
"Partnership"), at a price of $40.27 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 4 and Item 13 of the Schedule TO are hereby amended as follows:
(a) The following sentence under "THE LITIGATION SETTLEMENT OFFER -
Section 3. Procedure for Tendering Units - Appointment as Proxy; Power of
Attorney" in the Offer to Purchase, is deleted in its entirety:
"We reserve the right to require that, in order for units to be deemed
validly tendered, immediately upon our acceptance for payment of the
units, we must be able to exercise full voting rights with respect to
the units, including voting at any meeting of limited partners then
scheduled or acting by written consent without a meeting."
(b) The following sentence in the eleventh paragraph of the Letter of
Transmittal is deleted in its entirety:
"The Purchaser reserves the right to require that, in order for Units
to be deemed validly tendered, immediately upon its acceptance for
payment of the Units, the Purchaser must be able to exercise full
voting rights with respect to the Units, including voting at any
meeting of limited partners then scheduled or acting by written consent
without a meeting."
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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 29, 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
NPI Equity Investments, Inc.
By: /s/ Martha L. Long
-------------------------------
Martha L. Long
Senior Vice President
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