SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(AMENDMENT NO. 2)
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.
[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: $314.23 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: [ ]
2
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 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 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 the 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.
On July 13, 2004, AIMCO Properties, L.P. issued a press release
announcing the extension of the expiration date of the Offer from midnight, New
York City time, on July 13, 2004 to midnight, New York City time, on August 13,
2004. A copy of that press release has been filed as Exhibit (a)(5) to this
Amendment No. 2 to Schedule TO.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is amended and supplemented as follows:
(a)(5) Press Release dated July 13, 2004.
3
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: July 12, 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
4
EXHIBIT INDEX
(a)(5) Press Release dated July 13, 2004.
5